| | | | Notice of Chubb Limited | | | | | |||||||||
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| | | | Date and Time May Central European Time | | | Place Chubb Limited Bärengasse 32 CH-8001, Zurich Switzerland | | | Record Date March as provided in “Who is entitled to vote?” in this proxy statement | | | Proxy Mailing Date On or about April | | | | |
| 1 Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2 Allocation of disposable profit and distribution of a dividend from reserves 2.1 Allocation of disposable profit 2.2 Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve) 3 Discharge of the Board of Directors 4 Election of Auditors 4.1 Election of PricewaterhouseCoopers AG (Zurich) as our statutory auditor 4.2 Ratification of appointment of PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting 4.3 Election of BDO AG (Zurich) as special audit firm | | | 5 Election of the Board of Directors 6 Election of the Chairman of the Board of Directors 7 Election of the Compensation Committee of the Board of Directors 8 Election of Homburger AG as independent proxy 9 Cancellation of repurchased shares 11 Approval of the amended and restated Chubb Limited Employee Stock Purchase Plan | | | Approval of the compensation of the Board of Directors and Executive Management under Swiss law requirements Maximum compensation of the Board of Directors until the next annual general meeting Maximum compensation of Executive Management for the Advisory vote to approve the Swiss compensation report Advisory vote to approve executive compensation under U.S. securities law requirements 14 15 Shareholder proposal on 16 Shareholder proposal on | |
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| Notice of Internet availability of proxy materials: Shareholders of record are being mailed, on or around April See “Information About the Annual General Meeting and Voting” in this proxy statement for further information, including how to vote your shares. If you plan to attend the meeting, you must request an admission ticket by following the instructions in this proxy statement by May By Order of the Board of Directors, Joseph F. Wayland Executive Vice President, General Counsel and Secretary April Zurich, Switzerland | | | Your vote is important. Please vote as promptly as possible by following the instructions on your Notice of Internet Availability of Proxy Materials. Chubb encourages shareholders to voluntarily elect to receive all proxy materials (including the notice of availability of such materials) electronically, which gives you fast and convenient access to the materials, reduces our impact on the environment and reduces printing and mailing costs. If you are a shareholder of record, visit www.envisionreports.com/CB for instructions. If you are a beneficial owner, visit www.proxyvote.com or contact your bank, broker or other nominee. | |
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| 2 | | | Chubb Limited | |
| Date and Time May Central European Time | | | Place Chubb Limited Bärengasse 32 CH-8001, Zurich Switzerland | | | Record Date March | | | Mailing Date On or about April | |
| Meeting Agenda | | | Board Vote Recommendation | | | Page | | ||||||
| 1 Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, | | | For | | | | |||||||
| 2 Allocation of disposable profit and distribution of a dividend from reserves | | | | | | | | ||||||
| | | | 2.1 Allocation of disposable profit | | | For | | | | ||||
| | | | 2.2 Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve) | | | For | | | | ||||
| 3 Discharge of the Board of Directors | | | For | | | | |||||||
| 4 Election of Auditors | | | | | | | | ||||||
| | | | 4.1 Election of PricewaterhouseCoopers AG (Zurich) as our statutory auditor | | | For | | | | ||||
| | | | 4.2 Ratification of appointment of PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting | | | For | | | | ||||
| | | | 4.3 Election of BDO AG (Zurich) as special audit firm | | | For | | | | ||||
| 5 Election of the Board of Directors | | | For each nominee | | | | |||||||
| 6 Election of the Chairman of the Board of Directors | | | For | | | | |||||||
| 7 Election of the Compensation Committee of the Board of Directors | | | For each nominee | | | | |||||||
| 8 Election of Homburger AG as independent proxy | | | For | | | | |||||||
| 9 | |||||||||||||
| | | For | | | | ||||||||
| 10 | |||||||||||||
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| Approval of the compensation of the Board of Directors and Executive Management under Swiss law requirements | | | | | | | | ||||||
| | | | Maximum compensation of the Board of Directors until the next annual general meeting | | | For | | | | ||||
| | | | Maximum compensation of Executive Management for the | | | For | | | | ||||
| | | | Advisory vote to approve the Swiss compensation report | | | For | | | | ||||
| Advisory vote to approve executive compensation under U.S. securities law requirements | | | For | | | ||||||||
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| 14 Approval of the Sustainability Report of Chubb Limited for the year ended December 31, 2023 | | | For | | | | |||||||
| 15 Shareholder proposal on Scope 3 greenhouse gas emissions | | | Against | | | | |||||||
| Shareholder proposal on fuel exploration and development projects, | | | Against | | | ||||||||
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| Chubb Limited | | | 3 | |
| | | | | | | | | | Current Committee Membership | | | | | | | | | | | Current and Expected Committee Membership | | ||||||||||||||||||||||||||||||
| Nominee | | Age | | Director Since | | Principal Occupation | | Executive | | Nominating & Governance | | Audit | | Compensation | | Risk & Finance | | Nominee | | Age | | Director Since | | Principal Occupation | | Executive | | Nominating & Governance | | Audit | | Compensation | | Risk & Finance | | ||||||||||||||||
| Evan G. Greenberg | | 68 | | 2002 | | Chairman and Chief Executive Officer, Chubb Limited | | Chair | | | | | | | | | | Evan G. Greenberg | | 69 | | 2002 | | Chairman and Chief Executive Officer, Chubb Limited | | Chair | | | | | | | | | | ||||||||||||||||
| Michael P. Connors Lead Director | | 67 | | 2011 | | Chairman and Chief Executive Officer, Information Services Group, Inc. | | ● | | ● | | | | ● | | | | Michael P. Connors Lead Director | | 68 | | 2011 | | Chairman and Chief Executive Officer, Information Services Group, Inc. | | ● | | ● | | | | ● | | | | ||||||||||||||||
| Michael G. Atieh | | 69 | | 1991 | | Retired Chief Financial and Business Officer, Ophthotech Corporation | | | | | | | | | | ● | | Michael G. Atieh | | 70 | | 1991 | | Retired Chief Financial and Business Officer, Ophthotech Corporation | | | | | | | | | | ● | | ||||||||||||||||
| Kathy Bonanno | | 60 | | 2022 | | Business Finance Officer, Google Cloud | | | | | | ● | | | | | | Nancy K. Buese | | 54 | | 2023 | | Chief Financial Officer, Baker Hughes Company | | | | | | ● | | | | | | ||||||||||||||||
| Nancy K. Buese | | 53 | | New Nominee | | Chief Financial Officer, Baker Hughes | | | | | | | | | | | | Sheila P. Burke | | 73 | | 2016 | | Faculty Research Fellow, John F. Kennedy School of Government, Harvard University | | | | | | | | | | ● | | ||||||||||||||||
| Sheila P. Burke | | 72 | | 2016 | | Faculty Research Fellow, John F. Kennedy School of Government, Harvard University | | | | | | | | | | ● | | Nelson J. Chai | | 58 | | New Nominee | | Former Chief Financial Officer, Uber Technologies, Inc. | | | | | | ● | | | | | | ||||||||||||||||
| Michael L. Corbat | | 62 | | New Nominee | | Former Chief Executive Officer, Citigroup Inc. | | | | | | | | | | | | Michael L. Corbat | | 63 | | 2023 | | Former Chief Executive Officer, Citigroup Inc. | | | | | | | | | | ● | | ||||||||||||||||
| Robert J. Hugin | | 68 | | 2020 | | Former Chairman and Chief Executive Officer, Celgene Corporation | | | | | | | | | | ● | | Robert J. Hugin | | 69 | | 2020 | | Former Chairman and Chief Executive Officer, Celgene Corporation | | | | | | | | | | ● | | ||||||||||||||||
| Robert W. Scully | | 73 | | 2014 | | Retired Co-President, Morgan Stanley | | ● | | | | Chair | | | | | | Robert W. Scully | | 74 | | 2014 | | Retired Co-President, Morgan Stanley | | ● | | | | Chair | | | | | | ||||||||||||||||
| Theodore E. Shasta | | 72 | | 2010 | | Retired Partner, Wellington Management Company | | | | | | ● | | | | | | Theodore E. Shasta | | 73 | | 2010 | | Retired Partner, Wellington Management Company | | | | | | ● | | | | | | ||||||||||||||||
| David H. Sidwell | | 70 | | 2014 | | Retired Chief Financial Officer, Morgan Stanley | | | | | | ● | | | | | | David H. Sidwell | | 71 | | 2014 | | Retired Chief Financial Officer, Morgan Stanley | | ● | | Chair | | | | ● | | | | ||||||||||||||||
| Olivier Steimer | | 67 | | 2008 | | Former Chairman, Banque Cantonale Vaudoise | | ● | | | | | | | | Chair | | Olivier Steimer | | 68 | | 2008 | | Former Chairman, Banque Cantonale Vaudoise | | ● | | | | | | | | Chair | | ||||||||||||||||
| Frances F. Townsend | | 61 | | 2020 | | Senior Counsel and former Executive Vice President for Corporate Affairs, Activision Blizzard | | ● | | ● | | | | Chair | | | | Frances F. Townsend | | 62 | | 2020 | | Advisory Services, Frances Fragos Townsend, LLC | | ● | | ● | | | | Chair | | | |
| 4 | | | Chubb Limited 2024 Proxy Statement | |
| What We Reward • Superior operating and financial performance, as measured against prior year, Board-approved plan and peers • Achievement of strategic goals • Superior underwriting and risk management in all our business activities | | | | | How We Link Pay to Performance • Core link: Performance measured across 5 key metrics, evaluated comprehensively within the context of the environment in which we operate – Core operating income – Core operating return on equity – Core operating return on tangible equity – P&C combined ratio – Tangible book value per share growth • Total shareholder return (TSR) modifier • Consideration of strategic achievements, including leadership and execution of key non-financial objectives | | | | | How We Paid Our Named Executive Officers (NEOs) The Compensation Committee considered financial, strategic and operational performance, and took into account the Company’s excellent 2023 financial performance on an absolute basis and relative to peers, which also reflected the best full-year financial performance in the Company’s history. CEO total pay • $ Other NEO total pay • | |
| Chubb Limited 2024 Proxy Statement | | | 5 | |
| | | Chubb Limited 2024 Proxy Statement | |
| Chubb Limited 2024 Proxy Statement | | | |
| 2023 Financial Performance Peer Group | | | | 2023 CEO Compensation Benchmarking Peer Group | | |||
| • The Allstate Corporation • American International Group, Inc. • CNA Financial Corporation • The Hartford Financial Services Group, Inc. • The Travelers Companies, Inc. • Zurich Insurance | | | | • The Allstate Corporation • American Express Company • American International Group, Inc. • Aon plc • Bank of America Corporation • The Bank of New York Mellon • BlackRock, Inc. • Cigna Corp. | | | • Citigroup Inc. • The Goldman Sachs Group, Inc. • Marsh & McLennan Companies, Inc. • MetLife, Inc. • Morgan Stanley • Prudential Financial, Inc. • The Travelers Companies, Inc. | |
| Excellent financial | |
| Operating results | | | • Record Chubb net income and Chubb net income per share of $9.03 billion and $21.80, respectively, up 72.1% and 75.9% compared to $5.25 billion and $12.39, respectively, in 2022 • Record core operating income and core operating income per share of $9.34 billion and $22.54, respectively, up 45.2% and 48.5% from $6.43 billion and $15.18, respectively, in 2022 • 2023 results were favorably impacted by a one-time, $1.14 billion deferred tax benefit related to the enactment of Bermuda’s new income tax law; excluding the benefit, core operating income on both a dollar and per share basis were records | |
| Underwriting performance | | | • Industry-leading P&C combined ratio of 86.5%, a Company record, improved 1.1 points compared to 87.6% in 2022. The current accident year P&C combined ratio excluding catastrophe losses was also a record 83.9% compared to 84.2% in 2022 • Consolidated net premiums written of $47.4 billion, up 13.5% from 2022 | |
| 8 | | | Chubb Limited | |
| Investment performance | | | • Record pre-tax net investment income and adjusted net investment income of $4.94 billion and $5.34 billion, respectively, up 31.9% and 32.8% from $3.74 billion and $4.02 billion, respectively, in 2022 | |
| Return on equity | | | • Record return on equity (ROE) of 16.4%, up from 9.6% in 2022 • Core operating ROE was 15.4%, up from 11.1% in 2022 • Record core operating return on tangible equity (ROTE) of 24.2%, up from 17.0% in 2022; excluding the tax benefit, core operating ROTE was also a record | |
| Book value per share | | | • Book and tangible book value per share increased 20.5% and 21.3%, respectively, for the year. Book value per share ended the year at an all-time high | |
| Shareholder value creation | | | • One-year and three-year annualized TSR, which include stock price appreciation plus reinvested dividends, were 4.2% and 15.6%, respectively; cumulative three-year TSR was 54.5% • $3.88 billion returned to shareholders through dividends and share repurchases, while continuing to invest in our business for the future | |
| Successfully executed on significant strategic and operational goals and initiatives, including: | |
| | | • Capitalized on market conditions by driving rate, growth and profitability while maintaining underwriting discipline and excellence in customer and partner service • Managed inflationary pressures by enhancing capabilities to monitor and react quickly to loss cost inflation, including through pricing actions and adjusting outstanding reserves • Implemented reinvestment strategies in a changing interest rate environment and achieved record investment income • Enhanced natural catastrophe capabilities and modeling to manage wind, flood and wildfire risk aggregations in a more granular, practical and insightful manner | | |
| Advanced long-term growth initiatives | | | • Integrated personal accident, supplemental health and life insurance businesses in the Asia-Pacific region acquired from Cigna while meeting or exceeding key financial targets • Executed on China strategy by increasing ownership in Huatai Insurance Group, a Chinese financial services holding company with separate property and casualty, life, and asset management subsidiaries, from 47.3% to 76.5% as of year-end (currently 85.5%), and began consolidating Huatai results into our financial statements | |
| Digital transformation | | | • Accelerated digital transformation with strong growth in digital product revenue and continued progress on extensive business and technology innovations | |
| Commitment to talent development and diversity, equity and inclusion | | | • Improved gender balance and racial diversity at the leadership level and in early career hiring, and reinforced leadership accountability through goal-setting and linkage to performance reviews and compensation at the executive level • Strengthened talent pipeline through external hiring (more than 5,000) and internal promotions (nearly 5,000), as well as employee development and training | |
| Climate leadership | | | • Continued industry leadership on climate issues with launch of Chubb Climate+ business unit to support companies engaged in developing technologies and processes to lower carbon emissions and promote climate resilience, established new oil and gas underwriting and conservation criteria, and led industry engagement with investors, climate experts and advocacy groups to advance the insurance industry’s sustainability and resilience initiatives | |
| Chubb Limited | | | 9 | |
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| 10 | | | Chubb Limited | |
| Core operating income | | | $ | | | Core operating income was a record for the Company in | |
| Core operating return on equity (ROE) | | | | | Core operating ROE performance significantly exceeded both prior year and | | |
| Core operating return on tangible equity (ROTE) | | | | | Core operating ROTE relative performance exceeded that of every company in the Financial Performance Peer Group (100th percentile). Absolute performance was a record in 2023 and substantially exceeded both prior year and plan. | | |
| P&C combined ratio | | | | | P&C combined ratio relative performance was better than that of every company in | | |
| Tangible book value per share growth | | | | | Tangible book value per share growth substantially improved on prior year and exceeded plan. On a relative basis, performance was | | |
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| Total shareholder return | | | | | Our | |
| Chubb Limited 2024 Proxy Statement | | | |
| In determining the compensation direction of the Company and in setting the When deciding The Compensation Committee determined to increase the CEO’s variable compensation, reflecting the Company’s excellent The Compensation Committee believes that The Compensation Committee’s and Board’s compensation decisions for | |
| 12 | | | Chubb Limited | |
| Name and Principal Position | | | Salary | | | Bonus | | | Stock Awards | | | Option Awards | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings | | | All Other Compensation | | | Total | |
| Evan G. Greenberg Chairman and Chief Executive Officer | | | $1,400,000 | | | $7,700,000 | | | $11,625,143 | | | $3,022,290 | | | — | | | $1,404,637 | | | $25,152,070 | |
| Peter C. Enns Chief Financial Officer | | | $880,000 | | | $1,528,000 | | | $1,800,027 | | | $467,971 | | | — | | | $252,138 | | | $4,928,136 | |
| John W. Keogh President and Chief Operating Officer | | | $1,088,462 | | | $3,084,000 | | | $5,250,013 | | | $1,364,909 | | | — | | | $525,036 | | | $11,312,420 | |
| Paul J. Krump* Former Vice Chairman, Global Underwriting and Claims | | | $900,000 | | | $3,074,000 | | | $2,325,267 | | | $604,466 | | | — | | | $419,958 | | | $7,323,691 | |
| John J. Lupica Vice Chairman; President, North America Insurance | | | $938,461 | | | $2,814,000 | | | $3,750,123 | | | $974,946 | | | — | | | $552,480 | | | $9,030,010 | |
| Name and Principal Position | | | Salary | | | Bonus | | | Stock Awards | | | Option Awards | | | All Other Compensation | | | Total | |
| Evan G. Greenberg Chairman and Chief Executive Officer | | | $1,550,000 | | | $9,000,000 | | | $15,650,006 | | | — | | | $1,461,311 | | | $27,661,317 | |
| Peter C. Enns Chief Financial Officer | | | $895,385 | | | $1,764,000 | | | $2,600,199 | | | — | | | $294,501 | | | $5,554,085 | |
| John W. Keogh President and Chief Operating Officer | | | $1,176,923 | | | $3,343,000 | | | $7,000,199 | | | — | | | $560,989 | | | $12,081,111 | |
| John J. Lupica Vice Chairman; President, North America Insurance | | | $969,231 | | | $3,100,000 | | | $5,000,142 | | | — | | | $561,533 | | | $9,630,906 | |
| Juan Luis Ortega President, Overseas General Insurance | | | $838,462 | | | $1,650,000 | | | $1,713,858 | | | $628,431 | | | $676,099 | | | $5,506,850 | |
| Sean Ringsted Chief Digital Business Officer | | | $837,500 | | | $1,185,000 | | | $1,612,687 | | | $591,313 | | | $2,339,434 | | | $6,565,934 | |
| The key objectives of our executive compensation program are to: | | | • Emphasize long-term performance and value creation that, while not immune to short-term financial results, encourages sensible risk-taking in pursuit of superior long-term operating performance. • Assure that executives do not take imprudent risks to achieve compensation goals. • Provide, to the extent practicable, that executives are not rewarded with short-term compensation for risk-taking actions that may not manifest in outcomes until after the compensation is paid. | |
| Chubb Limited 2024 Proxy Statement | | | |
| What We Do | | | | What We Don’t Do | |
| • Substantial equity component to align pay with performance • • • Significant amount of at-risk pay (94% for CEO, 87% for other NEOs) • Significant mandatory share ownership requirements (CEO 7X base salary; other NEOs 4X base salary) • Independent compensation • Double trigger change in control payout • Detailed Company and individual performance criteria covering both financial and operational/strategic performance • • Peer groups reevaluated at least annually • Employment agreements with non-competition and non-solicitation terms for Executive Management • Compensation Committee considers shareholder feedback in evaluating compensation program and disclosure | | | | • No hedging of Chubb securities • No repricing or exchange of underwater stock options • No options backdating • No • No excessive perquisites for executives • No multi-year guaranteed bonuses • No disproportionate supplemental pensions • No annual pro-rata vesting of | |
| | | Chubb Limited 2024 Proxy Statement | |
| Chubb Limited | | | 15 | |
| | | | (in millions of Swiss francs) | |
| Balance brought forward | | | | |
| Profit for the year | | | | |
| Cancellation of treasury shares | | | | |
| Attribution to reserve for treasury shares | | | | |
| Balance carried forward | | | |
| | | Chubb Limited 2024 Proxy Statement | |
| Chubb Limited 2024 Proxy Statement | | | |
| | | Chubb Limited 2024 Proxy Statement | |
| Chubb Limited | | | 19 | |
| | | Chubb Limited 2024 Proxy Statement | |
| | | 2022 | | 2021 | | | | 2023 | | 2022 | | ||||
| Audit fees1 | | $29,816,000 | | $24,698,000 | | Audit fees1 | | $34,531,000 | | $29,816,000 | | ||||
| Audit-related fees2 | | 5,489,000 | | 1,795,000 | | Audit-related fees2 | | 1,478,000 | | 5,489,000 | | ||||
| Tax fees3 | | 1,616,000 | | 2,280,000 | | Tax fees3 | | 1,807,000 | | 1,616,000 | | ||||
| All other fees4 | | 446,000 | | 179,000 | | All other fees4 | | 465,000 | | 446,000 | | ||||
| Total | | $37,367,000 | | $28,952,000 | | Total | | $38,281,000 | | $37,367,000 | |
| Chubb Limited | | | 21 | |
| | | Chubb Limited 2024 Proxy Statement | |
| Chubb Limited 2024 Proxy Statement | | | 23 | |
| Skills, Qualifications and Experiences Matrix | | |||
| Corporate Strategy | | | • | |
| CEO Experience or Similar | | | • Practical understanding of how organizations operate and familiarity with strategic thinking, risk management and operations oversight • | |
| Digital/Cybersecurity/Technology | | | • Ability to assess technology’s impact on Chubb and overall business environment, particularly with respect to cybersecurity, data analytics and other technological developments affecting business operations and customer experiences • | |
| Financial Literacy/Accounting | | | • Contribution to the Board’s oversight of our financial statements, financial reporting and • | |
| Financial Services Industry | | | • Understanding of and capability to review our performance and strategy with respect to our capital structure, financing and asset management activities • Particularly relevant is senior management or other operational leadership experience in this industry | |
| Governance/Compliance | | | • General Board oversight capabilities and knowledge of director duties • Experience with Board/management accountability, transparency and protection of shareholder interests through a sustainable business model and understanding of Chubb’s internal and external compliance obligations | |
| Insurance and Reinsurance Industry | | | • Expertise in our industry to assist with review of our core business operations, strategy and performance • Risk assessment/management and regulatory compliance experience to help provide effective oversight of our Company | |
| Global Business | | | • Familiarity with global business, which brings strategic understanding to Chubb, such as fluency with international and emerging markets, regulatory regimes and multi-jurisdictional issues | |
| M&A/Business Development | | | • Capabilities in overseeing, developing and implementing strategies for growing our business | |
| | | Chubb Limited | |
| Evan G. Greenberg Chairman and Chief Executive Officer, Chubb Limited Age: Years of Service: Committee Memberships: Executive (Chairman) | | | Evan G. Greenberg was elected as our Chairman of the Board in May 2007. Skills and Qualifications: Mr. Greenberg has a long and distinguished record of leadership and achievement in the insurance industry. He has been our Chief Executive Officer since 2004 and has served in senior management positions in the industry for more than 45 years. Mr. Greenberg’s record of managing large and complex insurance operations and the skills he developed in his various roles suit him for his role as a director of the Company and Chairman of the Board, in addition to his Chief Executive Officer position. | |
| Michael P. Connors Chairman and Chief Executive Officer, Information Services Group, Inc. Independent Lead Director Age: Years of Service: Committee Memberships: Compensation, Nominating & Governance, Executive | | | Michael P. Connors is the founder, Chairman of the Board and Chief Executive Officer of Information Services Group, Inc. Skills and Qualifications: Mr. Connors is a successful chief executive officer, who brings to the Board substantial corporate management experience in a variety of industries as well as expertise in marketing, media and public relations through his high-level positions at marketing and information-based companies. Mr. Connors’ skills are enhanced through his current and past experience serving on several public company boards, which furthers his ability to provide valued oversight and guidance to the Company as independent Lead Director and strategies to inform the Board’s general decision-making, particularly with respect to management development, executive compensation and other human resources issues, as well as information technology matters. He has also served as the chair of two compensation committees. | |
| Chubb Limited | | | |
| Michael G. Atieh Retired Chief Financial and Business Officer, Ophthotech Corporation Age: Years of Service: Committee Memberships: Risk & Finance | | | Michael G. Atieh served as Executive Vice President and Chief Financial and Business Officer of Ophthotech Corporation Skills and Qualifications: Mr. Atieh brings a wealth of diverse business experience to the Board, which he gained as a senior executive in a Fortune 50 company, large and small biotechnology companies, and technology and pharmaceutical service companies. His experience in finance includes serving as a chief financial officer, developing and executing financing strategies for large acquisitions, and subsequently leading the integration efforts of newly acquired companies. He was an audit manager at Ernst & Young and has served as chair of the audit committee of Chubb and other public companies. Mr. Atieh also has deep knowledge of sales and operations gained from over a decade of experience in these disciplines, with extensive customer-facing responsibilities that also contribute to his value as a director. Mr. Atieh has served as a member of our Board since 1991 and as a result has significant experience and understanding of the Company’s business, growth, development, evolution and major risk, financial, operational and strategic considerations. His in-depth knowledge of the Company and its history adds significant value to our Board, particularly in supporting the development of our newer directors. | |
| Google Cloud Audit |
Nancy K. Buese Chief Financial Officer, Baker Hughes Company Age: Years of Service: 1 (since 2023) Committee Memberships: | | | Nancy K. Buese has served as Chief Financial Officer of Baker Hughes Company (supplier of products and services to the energy industry) since November 2022. Prior to that, Ms. Buese served as Executive Vice President and Chief Financial Officer of Newmont Corporation (precious metals and mining) from October 2016 to November 2022. Before her role at Newmont, Ms. Buese was Executive Vice President and Chief Financial Officer of MPLX (energy company), and prior to MPLX’s acquisition of MarkWest Energy Partners, L.P. in 2015, Ms. Buese served as Executive Vice President and Chief Financial Officer of MarkWest for 11 years. Ms. Buese is a certified public accountant and a former partner with Ernst & Young. Ms. Buese was a director of The Williams Companies, Inc., from 2018 to February 2023, serving on the Compensation & Management Development and Environmental, Health & Safety Committees at the time of her departure from the board, and from 2009 to 2017 served as a director and chaired the audit committee of UMB Financial Corporation. Skills and Qualifications: Ms. Buese’s significant financial and financial reporting knowledge and more than 25 years in finance leadership roles, including as a public company chief financial officer, audit committee chair, and certified public accountant, | |
| 26 | | | Chubb Limited 2024 Proxy Statement | |
| Sheila P. Burke Faculty Research Fellow, John F. Kennedy School of Government, Harvard University Age: Years of Service: Committee Memberships: Risk & Finance | | | Sheila P. Burke is a Faculty Research Fellow at the Malcolm Wiener Center for Social Policy, and has been a Member of Faculty at the John F. Kennedy School of Government, Harvard University, since 2007. She has been a Senior Public Policy Advisor at Baker, Donelson, Bearman, Caldwell & Berkowitz since 2009. From 1997 to 2016, Ms. Burke was a member of the board of directors of The Chubb Corporation (Chubb Corp.) and Skills and Qualifications: Ms. Burke brings an extensive knowledge of public policy matters and governmental affairs, in both public service and private practice, to our | |
| Nelson J. Chai Former Chief Financial Officer, Uber Technologies, Inc. Age: 58 Years of Service: New Nominee | | | Nelson J. Chai served as Chief Financial Officer of Uber Technologies Inc. (rideshare and logistics technology platform) from September 2018 to December 2023. Prior to that, from 2017 to 2018, Mr. Chai was President and Chief Executive Officer of The Warranty Group (warranty solutions and underwriting services provider), and from 2010 to 2015 served in a variety of senior management roles at CIT Group, Inc. (financial services company), including President from 2011 to 2015 and Chairman of CIT Bank NA from 2014 to 2015. Prior to CIT Group, Mr. Chai held senior management positions at Bank of America Corporation and Merrill Lynch & Co., including Executive Vice President and Chief Financial Officer from 2007 to 2008. Mr. Chai served as Executive Vice President and Chief Financial Officer of NYSE Euronext, Inc. and its predecessor company NYSE Group, Inc. from 2006 through 2007. Since 2010, Mr. Chai has served on the board of directors of Thermo Fisher Scientific Inc. (global provider of scientific instruments, software and laboratory services). Skills and Qualifications: Mr. Chai’s extensive experience in financial and executive leadership roles at global technology and financial services companies would make him a valuable contributor to our Board. His background, including as a public company chief financial officer, would add significant value in overseeing and providing guidance to management on financial and accounting matters and corporate strategy generally. | |
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| Michael L. Corbat Former Chief Executive Officer, Citigroup Inc. Age: Years of Service: 1 (since 2023) Committee Membership: | | | Michael L. Corbat served as Chief Executive Officer of Citigroup Inc. (global banking and financial services) from October 2012 until March 2021. Mr. Corbat held a number of key executive management positions in his nearly 40-year career at Citigroup, in which he gained experience in substantially all of Citi’s business operations, including Chief Executive Officer of Europe, Middle East and Africa from December 2011 to October 2012, Chief Executive Officer of Citi Holdings from January 2009 to December 2011, Chief Executive Officer of Citi Global Wealth Management from September 2008 to January 2009, and prior to that Head of the Global Corporate and Global Commercial Bank and Head of the Global Relationship Bank. In 2022, Mr. Corbat joined as a Senior Advisor to 26North Partners, a private investment firm, and founded Teton Advisors LLC, a private consulting business. Mr. Corbat previously served as a member of the Board of Directors of Citigroup Inc. from 2012 to 2021, and also a former member during the last five years of The Clearing House Association (including Chairman of the Supervisory Board), Financial Services Forum (including Vice Chairman), Bank Policy Institute (Member), The Partnership for New York City (Executive Committee Member), The Business Council (Member), Business Roundtable (Member), International Business Council of WEF (Member), and The U.S. Ski & Snowboard Team Foundation (Trustee). Skills and Qualifications: Mr. Corbat is an experienced financial services executive and finance professional with extensive understanding and expertise in the areas of financial services, risk management, financial reporting, institutional business, corporate and consumer businesses, human capital management, regulatory and compliance, and corporate affairs. His experience as a chief executive officer of a large and highly regulated public global financial services company | |
| Robert J. Hugin Former Chairman and Chief Executive Officer, Celgene Corporation Age: Years of Service: Committee Memberships: Risk & Finance | | | Robert J. Hugin served as Chief Executive Officer of Celgene Corporation (a biopharmaceutical company) from June 2010 until March 2016, as Chairman of its Board of Directors from June 2011 to March 2016 and as Executive Chairman from March 2016 to January 2018. Prior to June 2016, Mr. Hugin held a number of management roles at Celgene, including President from May 2006 to July 2014, Chief Operating Officer from May 2006 to June 2010 and Senior Vice President and Chief Financial Officer from June 1999 to May 2006. Prior to that, Mr. Hugin was a Managing Director at J.P. Morgan & Co. Inc., which he joined in 1985. Mr. Hugin is currently a director of Biohaven Pharmaceutical Holding Company Ltd. (pharmaceutical company). Mr. Hugin has previously served as a director of Allergan plc (multispecialty health care company), Danaher Corporation (science and technology company) and The Medicines Skills and Qualifications: Mr. Hugin brings significant and extensive executive leadership to our Board. His experience as a chief executive officer and his outside board service enables him to provide valuable insight on complex business and financial matters and guidance to our management on strategy. In addition, his role as chairman and chief executive of a global public company provides a depth of knowledge in handling a broad array of complex operational, regulatory and international issues. | |
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| Robert W. Scully Retired Co-President, Morgan Stanley Age: Years of Service: Committee Memberships: Audit (Chair), Executive | | | Robert W. Scully was a member of the Office of the Chairman of Morgan Stanley from 2007 until his retirement in 2009, and he previously served at Morgan Stanley as Co-President, Chairman of global capital markets and Vice Chairman of investment banking. Prior to joining Morgan Stanley in 1996, he served as a managing director at Lehman Brothers and at Salomon Brothers Inc. Mr. Scully is currently a director of KKR & Co. Inc. and Zoetis Inc. Previously, Mr. Scully was a Public Governor of the Financial Industry Regulatory Authority (FINRA) and a director of UBS Group AG, Bank of America Corporation, GMAC Financial Services and MSCI Inc. Skills and Qualifications: Mr. Scully’s lengthy career in the global financial services industry brings expertise in capital markets activities and, of particular note, risk management to the Board. Mr. Scully has a broad range of experience with oversight stemming from his extensive service as a director; he has served or is serving on four other organizations’ audit committees (including FINRA), three companies’ compensation committees, a risk committee and a nominating and governance committee. Mr. Scully’s experience with and knowledge of talent development and strategic initiatives are also important to the Board. | |
| Theodore E. Shasta Retired Partner, Wellington Management Company Age: Years of Service: Committee Memberships: Audit | | | Theodore E. Shasta Skills and Qualifications: Mr. Shasta’s history of working in the financial services industry, as well as in the property and casualty insurance arena, brings valuable insight to the Board from the investor perspective. His years of analysis of companies like Chubb and its peer group provide him with deep knowledge of particular business and financial issues we face. His financial acumen and industry knowledge make him a valuable contributor to the Audit Committee. Mr. Shasta has been a Chartered Financial Analyst since 1986. | |
| David H. Sidwell Retired Chief Financial Officer, Morgan Stanley Age: Years of Service: Committee Memberships: Compensation, Executive | | | David H. Sidwell was Executive Vice President and Chief Financial Officer of Morgan Stanley from March 2004 to October 2007, when he retired. From 1984 to March 2004, Mr. Sidwell worked for JPMorgan Chase & Co. in a variety of financial and operating positions, most recently as Chief Financial Officer of JPMorgan Chase’s investment bank from January 2000 to March 2004. Prior to joining JP Morgan in 1984, Mr. Sidwell was with Price Waterhouse LLP, a major public accounting firm, from 1975 to 1984, where he was qualified as a chartered accountant with the Institute of Chartered Accountants in England and Wales. Mr. Sidwell was Senior Independent Director of UBS Group AG until April 2020 and was a director of the Federal National Mortgage Association (Fannie Mae) until October 2016. Skills and Qualifications: Mr. Sidwell has a strong background in accounting, finance and capital markets, as well as the regulation of financial institutions. He also has considerable expertise in risk management from chairing the risk committee of a public company and his executive positions. Mr. Sidwell further contributes experience in executive compensation and corporate governance from his service on the committees of other public company boards. This comprehensive range of experience contributes greatly to his value as a Board member. | |
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| Olivier Steimer Former Chairman, Banque Cantonale Vaudoise Age: Years of Service: Committee Memberships: Risk & Finance (Chair), Executive | | | Olivier Steimer was Chairman of the Board of Banque Cantonale Vaudoise from October 2002 until December 2017. Previously, he worked for the Credit Suisse Group from 1983 to 2002, with his most recent position at that organization being Chief Executive Officer, Private Banking International, and member of the Group Executive Board. Mr. Steimer has served since 2013 on the Board of Allreal Holding AG (Swiss real estate manager and developer) and since January 2018 on the Board of Bank Lombard Odier & Co. Ltd. (a Swiss private bank). Also, from 2009 to 2021, he served as a member, and from 2012 to 2021 as Vice Chairman, of the Bank Council of Swiss National Bank. He was Chairman of the foundation board of the Swiss Finance Institute until June 2017. From 2003, he served as a member, and from 2010 to 2014 as Vice Chairman, of the Board of Directors of SBB CFF FFS (the Swiss national railway company), and, from 2009 until 2012, he was the Chairman of the Board of Piguet Galland & Cie SA. Mr. Steimer is a Swiss citizen. Skills and Qualifications: Mr. Steimer has a strong background of leadership in chairman and chief executive officer roles. He has deep knowledge of sophisticated banking and finance matters derived from his extensive experience in the financial services industry. As a Swiss company, Chubb benefits specifically from Mr. Steimer being a Swiss citizen and resident, and his insight into the Swiss commercial and insurance arenas provides valuable perspective to the Board. | |
| Frances F. Townsend President for Corporate Affairs, Activision Blizzard Age: Years of Service: Committee Memberships: Compensation (Chair), Nominating & Governance, Executive | | | Frances F. Townsend Skills and Qualifications: Ms. Townsend brings to the board extensive public policy, government, regulatory and legal experience as well as a strong background in domestic and international affairs, risk management, strategic planning and intelligence and security matters (including cybersecurity). Ms. Townsend also has significant leadership experience through her various | |
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Artikel 3 Aktienkapital | | | Article 3 Share Capital | |
Das Aktienkapital der Gesellschaft beträgt CHF | | | The share capital of the Company amounts to CHF | |
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| Article 6 Kapitalband | | | Article 6 Capital Band | |
| a) Der Verwaltungsrat ist ermächtigt, jederzeit bis zum 16. Mai 2025 innerhalb einer Obergrenze von CHF 251’775’591.50, entsprechend 503’551’183 vollständig zu liberierenden Namenaktien mit einem Nennwert von je CHF 0.50 und einer Untergrenze von CHF 167’850’394.50, entsprechend 335’700’789 vollständig zu liberierenden Namenaktien mit einem Nennwert von je CHF 0.50, das Aktienkapital einmal oder mehrere Male zu verändern.* | | | a) The Board of Directors is authorized any time until May 16, 2025 to change the share capital once or several times within the upper limit of CHF 251,775,591.50, corresponding to 503,551,183 registered shares with a par value of CHF 0.50 each to be fully paid up, and the lower limit of CHF 167,850,394.50, corresponding to 335,700,789 registered shares with a par value of CHF 0.50 each to be fully paid up.* | |
| b) Im Falle einer Kapitalerhöhung gilt Folgendes: 1. Der Verwaltungsrat legt die Anzahl Aktien, den Zeitpunkt der Ausgabe von neuen Aktien, den Ausgabebetrag, die Art der zu leistenden Einlagen (einschliesslich Bareinlagen, Sacheinlagen, Verrechnung und Umwandlung von frei verwendbaren Reserven, einschliesslich Gewinnvortrag, in Aktienkapital), den Zeitpunkt der Ausgabe, die Bedingungen der Bezugsrechtsausübung und den Beginn der Dividendenberechtigung fest. Dabei kann der Verwaltungsrat neue Aktien mittels Festübernahme durch eine Bank oder einen anderen Dritten und anschliessenden Angebots an die bisherigen Aktionäre ausgeben. Der Verwaltungsrat ist ermächtigt, den Handel mit Bezugsrechten zu beschränken oder auszuschliessen. Nicht ausgeübte Bezugsrechte kann der Verwaltungsrat verfallen lassen oder diese bzw. Die Aktien, für welche Bezugsrechte eingeräumt, aber nicht ausgeübt werden, zu Marktkonditionen platzieren oder anderweitig im Interesse der Gesellschaft verwenden. 2. Der Verwaltungsrat ist ermächtigt, Bezugsrechte der Aktionäre auszuschliessen und diese Dritten, der Gesellschaft oder ihren Tochtergesellschaften zuzuweisen, wenn die neu auszugebenden Aktien zu folgenden Zwecken verwendet werden: (1) Fusionen, Übernahmen von Unternehmen oder Beteiligungen, Finanzierungen und Refinanzierungen solcher Fusionen und Übernahmen sowie anderweitige Investitionsvorhaben (unter Einschluss von Privatplatzierungen), (2) Stärkung der regulatorischen Kapitalbasis der Gesellschaft oder ihrer Tochtergesellschaften (unter Einschluss von Privatplatzierungen), (3) zur Erweiterung des Aktionariats oder für Beteiligungen durch strategische Partner, (4) im Zusammenhang mit der Kotierung neuer Aktien zu Marktbedingungen an in- oder ausländischen Börsen (unter Einschluss von Privatplatzierungen), (5) die neuen Aktien zum Zwecke der raschen und flexiblen Beschaffung von Eigenkapital ausgegeben werden, wenn eine solche Kapitalbeschaffung schwierig oder nur zu ungünstigeren Bedingungen möglich wäre, wenn das Bezugsrecht auf die neuen Aktien nicht ausgeschlossen würde, und (6) zum Zwecke der | | | b) In the event of a capital increase the following applies: 1. The Board of Directors shall determine the number of shares to be issued, the date of issue, the type of contributions (including cash contributions, contributions in kind, set-off and conversion of freely usable reserves, including retained earnings, into share capital), the conditions governing the exercise of subscription rights and the commencement of dividend entitlement. The Board of Directors may issue new shares which are underwritten by a bank or other third party and subsequently offered to existing shareholders. The Board of Directors is authorized to restrict or to prohibit trading in the subscription rights to the new shares. In the event of subscription rights not being exercised, the Board of Directors may, at its discretion, either allow such rights to expire worthless, or place them or the shares to which they entitle their holders either at market prices or in some other manner commensurate with the interests of the Company. 2. The Board of Directors is authorized to exclude the pre-emptive rights of the shareholders and to allocate them to individual shareholders, third parties, the Company or one of its subsidiaries, in the event of the use of shares for the purpose of (1) mergers, acquisitions of enterprises or participations, financing and/or refinancing of such mergers and acquisitions, and of other investment projects (including by way of private placements), (2) to improve the regulatory capital position of the Company or its subsidiaries (including by way of private placements), (3) broadening the shareholder constituency or for investment by strategic partners, (4) in connection with the listing of new shares at market conditions on domestic or foreign stock exchanges (including by way of private placements), (5) the new shares being issued for the purpose of raising equity capital in a swift and flexible manner, where such raising of capital would be difficult or would only be possible at less favorable conditions if the pre-emptive rights to the new shares were not excluded, and (6) the participation of members of the Board of Directors, employees, contractors, consultants or other persons performing services for the benefit of the Company or any of its subsidiaries. | |
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| Name | | | Number of Purchased Shares | | | Weighted-average Purchase Price | |
| Evan G. Greenberg Chairman and Chief Executive Officer | | | — | | | — | |
| Peter C. Enns Chief Financial Officer | | | — | | | — | |
| John W. Keogh President and Chief Operating Officer | | | — | | | — | |
| John J. Lupica Vice Chairman; President, North America Insurance | | | 113 | | | $163.676 | |
| Juan Luis Ortega President, Overseas General Insurance | | | — | | | — | |
| Sean Ringsted Chief Digital Business Officer | | | — | | | — | |
| Executive Officer Employee Group (9 persons) | | | 226 | | | $163.676 | |
| Non-Employee Director Group | | | — | | | — | |
| Non-Executive Officer Employee Group | | | 305,378 | | | $176.705 | |
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| Plan Category | | | Number of securities to be issued upon exercise of outstanding options, warrants, and rights | | | Weighted-average exercise price of outstanding options, warrants, and rights3 | | | Number of securities remaining available for future issuance under equity compensation plans | |
| Equity compensation plans approved by security holders1 | | | 10,480,884 | | | $157.243 | | | 13,042,871 | |
| Equity compensation plans not approved by security holders2 | | | 15,807 | | | | | | | |
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| For which period does the Board compensation approval apply? | | | The approval applies to compensation for the period from the | |
| What does the maximum aggregate compensation amount include? | | | The maximum includes a lump sum amount for all potential compensation elements for the period, including: • Annual retainers • Committee chair fees • Equity awards • Meeting fees, if any | |
| Where can I find more information about director compensation? | | | A description of director compensation and the amounts of compensation paid to directors in | |
| Who determines the actual compensation for each individual Board member? | | | The Board, upon recommendation of the Nominating & Governance Committee, determines the actual individual compensation of each member of the Board, subject to the maximum aggregate compensation amount ratified by the shareholders. | |
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| For which period does Executive Management compensation approval apply? | | | The approval applies to compensation for the next calendar year | | |||
| What does the maximum aggregate compensation amount include? | | | It includes a lump sum amount for all potential compensation elements for the period, including: | | |||
| • Fixed – Base salary | | | • Variable – Cash bonus – Long-term equity – Retirement contributions – Additional personal benefits including limited perquisites | | |||
| How is future compensation for | | | The proposed maximum aggregate compensation amount for Executive Management will establish a cap on Executive Management compensation for • performance-based equity awards (performance shares and performance • stock options: the applicable Black-Scholes value at the date of grant • time-based restricted stock In all cases, amounts actually realized by Executive Management for their equity awards could be less or more than the fair value at time of grant because the stock price for Chubb shares may increase or decrease between the date of grant and the date the awards actually vest, if they vest, or are exercised. In addition to this potential for share price fluctuation, the fair value of stock options is less than 100% of the value of the shares subject to the options because the options have an exercise price equal to the market value on the date of grant. The fair value of |
In the Summary Compensation Table of this proxy statement and in our Swiss Compensation Report contained in the Annual Report, stock options are valued at a Black-Scholes value, and | | |||||||
| Who determines the actual compensation for each individual member of Executive Management? | | | The Board or the Compensation Committee determines the actual individual compensation of each member of Executive Management, subject to the maximum aggregate compensation amounts ratified by the shareholders and other limitations contained in the Articles of Association and the Company’s bonus and equity | |
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| Why is this | | | The purpose of this advisory vote is to give shareholders an opportunity to provide input on the use of the Swiss maximum compensation amounts for the Board and Executive Management previously approved by shareholders. While shareholders prospectively approve aggregate compensation for a subsequent period in Agenda Items While we historically have had an advisory say-on-pay vote on the compensation paid to our named executive officers, that vote is required by SEC rules. The vote in this Agenda Item | |
| For which period does the ratification of the Swiss Compensation Report apply? | | | The Swiss Compensation Report covers the compensation paid to the members of the Board of Directors and Executive Management for the prior calendar year | |
| What does this ratification cover? | | | This advisory vote covers the entire Swiss Compensation Report, disclosing aggregate compensation for directors and Executive Management, including the tabular and related narrative disclosures. This ratification covers both director and executive compensation collectively and is not intended to cover just director or Executive Management compensation, or the compensation of any individual director or executive. | |
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| Are there differences between director compensation disclosed in the Swiss Compensation Report and the | | | The director compensation table in the Swiss Compensation Report is generally the same as the | |
| Are there differences between executive compensation disclosed in the Swiss Compensation Report and this proxy statement, including in the Summary Compensation Table? | | | There are a few differences between executive compensation disclosed in the Swiss Compensation Report and in the executive compensation section of this proxy statement, including the Summary Compensation Table. This is due to differences between Swiss and SEC compensation disclosure requirements. First, Swiss and SEC requirements necessitate compensation disclosures for slightly different sets of executives. The Swiss Compensation Report requires disclosure of compensation paid to our Swiss Executive Management, which is a set of executives appointed by the Board based on the applicable provisions of Swiss law and our Organizational Regulations. Our Executive Management is described in Agenda Item Second, in accordance with Swiss rules, the executive compensation table in the Swiss Compensation Report sets out the individual compensation of Mr. Greenberg, our Chairman and CEO, and the aggregate compensation of the other members of Executive Management. SEC disclosures require the individualized compensation disclosure of each named executive officer. Third, the equity awards disclosed in the Swiss Compensation Report table represent grants for performance for that particular year (i.e., the equity awards that were granted in February |
All other forms and amounts of compensation, including base salary, cash bonus and all other compensation, are consistent between the Swiss Compensation Report and the executive compensation tables in this proxy statement. | | ||||
| Where can I find more information about Chubb’s executive compensation program and practices? | | | For further detail on our executive compensation program and practices, including the decision-making process on how our Compensation Committee links pay to performance, please review the Compensation Discussion & Analysis section of this proxy statement. | |
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| Key features of our executive compensation practices and policies include: • Detailed individual and Company performance criteria; • Significant amount of at-risk pay (94% for CEO, 87% for other NEOs); • • • Three-year cliff vesting and no second-chance “look-back” vesting opportunities for • Carefully constructed peer groups, re-evaluated at least annually; • • No new pledging of Chubb shares owned by executive officers or directors; • Mandatory executive share ownership guidelines; and • No hedging of Chubb securities. | |
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| The following governance documents are available on our website at about.chubb.com/governance.html: • Articles of Association • Organizational Regulations • Corporate Governance Guidelines • Board Committee Charters: Audit, Compensation, Executive, Nominating & Governance, and Risk & Finance • Categorical Standards for Director Independence • Code of Conduct • Policy on Fair Disclosure You may also request copies of any of these documents by contacting our Investor Relations department: Telephone — +1 (212) 827-4445; or E-mail — investorrelations@chubb.com | |
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| Board Independence | | | • 12 out of 13 of our current directors (and 12 out of 13 of our • Five standing Board committees — Audit, Compensation, Nominating & Governance, Risk & Finance and Executive. All committees are composed entirely of independent directors, with the exception of the Executive Committee (our Chairman and CEO serves on the Executive Committee). | |
| Board Composition | | | • Under Swiss law, only our shareholders can elect directors and determine Board size. Our Board may not appoint • Our Nominating & Governance Committee regularly reviews Board composition and the skills, qualifications, backgrounds, experience and other attributes of Board members, both individually and collectively, including consideration of tenure and gender and racial/ethnic diversity. • • Our Corporate Governance Guidelines provide that a director that is a public company chief executive should not sit on more than one public company board (excluding Chubb). Our Articles of Association limit all directors to no more than four additional public company board or executive officer affiliations. | |
| Board Leadership Structure | | | • Our Chairman is CEO of our Company. Our Board believes he has both the critical skills and experience to best perform both roles at this time. Our Chairman interacts closely with our independent Lead Director, who is appointed by the other independent directors. • Our Lead Director has significant and substantive powers and responsibilities, many of which are memorialized in the Company’s Organizational Regulations and Corporate Governance Guidelines. Our Lead Director ensures an appropriate level of Board independence in deliberations and overall governance, and chairs and sets the agenda for executive sessions of the independent directors, which take place at least every regular Board meeting, to discuss certain matters without the Chairman or other management present. • Our Lead Director also has the ability to convene Board meetings, establishes the regular Board agenda (with the Chairman), actively engages in the Board’s performance assessment process, and provides input on the design of the Board, including composition and committee structure. | |
| Risk Oversight | | | • Our full Board and the Risk & Finance Committee are responsible for risk management oversight, with individual Board committees responsible for overseeing specified risks. See “Board Oversight of Risk and Risk Management” for more details. • Our Board oversees management as it fulfills its responsibilities for the assessment and mitigation of risks and for taking appropriate risks. | |
| ESG Governance | | | • We have a robust ESG • The Nominating & Governance Committee has Board-delegated oversight for our Corporate Citizenship activities and ESG policies and initiatives, and other Board committees monitor and review ESG-related matters in accordance with their charter responsibilities. ESG also remains a full Board topic. • In | |
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| Climate Change Governance | | | • We have implemented an active governance structure to oversee and execute our global environmental program and climate change strategy. At the Board level, our Nominating & Governance Committee is responsible for reviewing ESG issues including climate change, and our Risk & Finance Committee helps execute the Board’s supervisory responsibilities pertaining to enterprise risk management, which include climate risk. The full Board is also involved in these matters. • Our management-level Executive Committee, which include our Chairman and CEO and most senior executive leaders, are responsible for aligning climate and other ESG and Corporate Citizenship activities for consistency with the Company’s culture, values, corporate mission and business objectives. The Executive Committee also has executive management responsibility for the execution of underwriting and portfolio management decisions and responses related to climate change. In addition, • | |
| Open Communication | | | • We encourage open communication and strong working relationships among the Lead Director, Chairman and other directors. • Our directors have access to members of management and employees, and our Lead Director and members of our committees regularly communicate with members of management other than the CEO on a variety of topics. • Shareholders and other interested parties can contact our Board, Audit Committee or Lead Director by | |
| Shareholder Input | | | • We conduct a robust annual shareholder outreach program to discuss trends, topics and issues of interest with shareholders and to solicit feedback. We strongly encourage shareholders to set the agenda for engagement discussions. • Chubb participants in meetings with shareholders include relevant members of management and at times members of our Board, including our Lead Director. • Our • In | |
| Accountability to Shareholders | | | • Shareholders annually elect our Chairman, all directors (by majority vote) and members of our Compensation Committee. • There is no plurality concept built into our shareholder voting, unless the number of nominees exceeds the maximum number of director positions as set by shareholders in our Articles of Association. That is because shareholders can determine the number of Board positions, and all nominees who receive a majority of votes cast are, by law, elected to the Board. • Under Swiss law, a director cannot remain in office if they do not receive the requisite majority shareholder vote; therefore, a resignation policy for obtaining less than a majority of votes cast is not applicable. • Shareholders annually approve in binding votes the maximum compensation of our directors and Swiss Executive Management. | |
| Succession Planning/ Talent Management | | | • Our Board actively monitors our succession planning and management development. Chairman and CEO succession plans under various scenarios are discussed and reviewed annually. • Human capital management is a full Board topic. Senior management provides our Board with regular updates on matters including employee succession and talent • We are also focused on, and our leaders are accountable for, improving gender balance and racial/ethnic diversity at the officer level and in talent development and acquisition. | |
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| Primary Engagement Topics | |
| • Chubb’s climate-related activities, strategies and progress, including our Chubb Climate+ business unit and oil and gas underwriting criteria • Board composition and refreshment, including Board diversity • Board oversight of risk and risk management • Executive compensation matters and disclosures generally | |
| Q4 | | | • Annual shareholder outreach targeting top 50 shareholders conducted by cross-functional management team and at times members of our Board • Report to Nominating & Governance Committee on status of outreach and feedback received, to inform Board and management discussions and priorities • Evaluate shareholder proposals received, if any | |
| Q1 | | | • Further engagement with shareholders and, if proposals received, shareholder proponents • Nominating & Governance Committee reviews and considers any additional feedback from shareholder outreach and any shareholder proposals • Board considers and approves AGM agenda and provides recommendations on all agenda items | |
| Q2 | | | • Proxy statement, annual report and sustainability report published • Engagement with shareholders on AGM matters • AGM held. Board and management consider voting results | |
| Q3 | | | • Evaluate AGM results as well as shareholder feedback, and determine if any follow-up actions are appropriate • Review proxy season feedback and trends, both for Chubb and companies generally • TCFD Report published • Review and evaluate corporate governance policies and practices | |
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| • Corporate Strategy • CEO Experience or Similar • Digital/Cybersecurity/ Technology • Financial Literacy/ Accounting • Financial Services Industry | | | • Governance/Compliance • Government/Regulatory/Public Policy • Insurance and Reinsurance Industry • Global Business • M&A/Business Development | |
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| Our Lead Director’s specific powers and responsibilities include: • Establishing the agenda (with the Chairman) for Board meetings • Authority to convene meetings of the Board • Presiding at, and setting the agenda for, executive sessions of the independent directors (without the Chairman present) at every regular Board meeting and at other times as the Lead Director may separately call • Providing a forum for independent director feedback at executive sessions and communicating that feedback to the Chairman • Ensuring an appropriate level of Board independence in deliberations and overall governance • Authority to require Board • Working with the Compensation Committee to lead the Board’s review of the performance evaluation and compensation of the Chairman and CEO, a detailed and comprehensive process that evaluates Company and individual performance against a set of financial, operational and strategic metrics and goals as well as compensation and financial performance peer group data (see “How We Determine and Approve NEO Compensation” and • Working with the Nominating & Governance Committee in the • Providing input to the Nominating & Governance Committee on the design and organization of the Board, including the review and vetting of potential nominees and committee structure and membership • Facilitating communication between Board members and the Chairman of the Board • Empowerment to respond to non-audit related shareholder inquiries, engage with shareholders, monitor the Company’s mechanism for receiving and responding to shareholder communications to the Board, and oversee the timely delivery of background materials to Board members | |
| • Helping to assure that all Board members have the means to, and do, carry out their fiduciary responsibilities • Communicating regularly with our CEO on matters of significance, and with the other independent directors to help foster independent thinking | |
| Chubb Limited | | | |
| Committee | | | Role & Responsibilities | | | Independence | | | Meetings Held | |
| Audit Committee Chair: Robert W. Scully Members: Kathy Bonanno Nancy K. Buese Theodore E. Shasta David H. Sidwell Luis Téllez | | | The Audit Committee provides oversight of the integrity of our financial statements and financial reporting process, our compliance with legal and regulatory requirements, our system of internal controls, and our audit process. The Committee’s oversight includes the performance of our internal auditors and the performance, qualification and independence of our independent auditors. If a member of our Audit Committee simultaneously serves on the audit committees of more than three public companies, the Board is required to determine and disclose whether such simultaneous service would impair the ability of such member to effectively serve on our Audit Committee. No member serves on the audit committees of more than three public companies. All members are audit committee financial experts as defined under Item 407(d) of Regulation S-K, and each member meets the financial literacy requirements of the NYSE. For more information on our Audit Committee and its role and responsibilities, see the “Audit Committee Report” section of this proxy statement. | | | All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board | | | Fourteen meetings and one in-depth session covering various matters further described in the “Audit Committee Report” section of this proxy statement | |
| Nominating & Governance Committee Chair: Members: Michael P. Connors Frances F. Townsend | | | The responsibilities of the Nominating & Governance Committee include identification of individuals qualified to become Board members, recommending director nominees to the Board and developing and recommending corporate governance guidelines. The Committee also has the responsibility to review and make recommendations to the full Board regarding director compensation, examine and approve the Board’s leadership structure, committee structure and committee assignments, and advise the Board on matters of organizational and corporate governance, including our Corporate Citizenship activities and ESG-related policies and initiatives. In addition to general corporate governance matters, the Nominating & Governance Committee approves the Board calendar and assists the Board and the Board committees in their self-evaluations. | | | All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board | | | Four meetings | |
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| Committee | | | Role & Responsibilities | | | Independence | | | Meetings Held | |
| Compensation Committee Chair: Frances F. Townsend Members: David H. Sidwell | | | The Compensation Committee discharges the Board’s responsibilities relating to the compensation of employees, including compensation policies and pay structure for executive officers and other senior officers of the Company. It also evaluates the performance of the CEO and other NEOs based on corporate and The Compensation Committee also works with the Nominating & Governance Committee and the CEO on succession planning, and periodically consults with the Risk & Finance Committee on matters related to executive compensation and risk. Under Swiss law, shareholders have sole authority to elect the members of the Compensation Committee. See Agenda Item 7 for more details. For more information about how the Compensation Committee determines executive compensation, see the Compensation Discussion & Analysis section of this proxy statement. | | | All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board | | | Four meetings and several in-depth sessions covering various matters | |
| Risk & Finance Committee Chair: Olivier Steimer Members: Michael G. Atieh Sheila P. Burke Michael L. Corbat Robert J. Hugin | | | The Risk & Finance Committee helps execute the Board’s supervisory responsibilities pertaining to enterprise risk management, capital structure, financing arrangements and investments. For more information on the Risk & Finance Committee’s role, see “Board Oversight of Risk and Risk Management” below. | | | All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board | | | Four meetings and one in-depth session covering various matters | |
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| Pay Component | | | | |
| Standard Compensation Per year of service from May annual general meeting to the next May annual general meeting | | | $325,000 – $190,000 in restricted stock awards based on the fair market value of the Company’s Common Shares at the date of award – $135,000 in cash, paid in quarterly installments | |
| Committee Chair Fees | | | Audit Committee $35,000 Compensation Committee $25,000 Nominating & Governance Committee $20,000 Risk & Finance Committee $25,000 Paid in quarterly installments | |
| Lead Director Annual Fee | | | $50,000 Paid in quarterly installments | |
| Additional Board Meeting Fees | | | No fees were paid in | |
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| Name | | Fees Earned or Paid in Cash | | Stock Awards1 | | All Other Compensation2 | | Total | | Name | | Fees Earned or Paid in Cash | | Stock Awards1 | | All Other Compensation2 | | Total | | ||||||||
| Michael G. Atieh | | $132,500 | | $186,250 | | $20,000 | | $338,750 | | Michael G. Atieh | | $135,000 | | $190,000 | | $37,500 | | $362,500 | | ||||||||
| Kathy Bonanno | | $101,250 | | $118,750 | | — | | $220,000 | | Kathy Bonanno | | $135,000 | | $190,000 | | — | | $325,000 | | ||||||||
| Sheila P. Burke | | $132,500 | | $186,250 | | $10,000 | | $328,750 | | Nancy K. Buese | | $101,250 | | $118,750 | | $40,000 | | $260,000 | | ||||||||
| Mary Cirillo3 | | — | | $337,500 | | $20,000 | | $357,500 | | Sheila P. Burke | | $135,000 | | $190,000 | | $11,000 | | $336,000 | | ||||||||
| Michael P. Connors | | $182,500 | | $186,250 | | — | | $368,750 | | Mary Cirillo3 | | — | | $129,375 | | $22,765 | | $152,140 | | ||||||||
| Robert J. Hugin4 | | — | | $317,500 | | $20,000 | | $337,500 | | Michael P. Connors | | $185,000 | | $190,000 | | — | | $375,000 | | ||||||||
| Robert W. Scully5 | | — | | $352,500 | | $20,000 | | $372,500 | | Michael L. Corbat | | $101,250 | | $118,750 | | $40,000 | | $260,000 | | ||||||||
| Eugene B. Shanks, Jr.6 | | $31,250 | | $67,500 | | $4,393 | | $103,143 | | Robert J. Hugin4 | | — | | $325,000 | | $40,000 | | $365,000 | | ||||||||
| Theodore E. Shasta | | $132,500 | | $186,250 | | $20,000 | | $338,750 | | Robert W. Scully5 | | — | | $360,000 | | $40,000 | | $400,000 | | ||||||||
| David H. Sidwell | | $132,500 | | $186,250 | | $20,000 | | $338,750 | | Theodore E. Shasta | | $135,000 | | $190,000 | | $30,000 | | $355,000 | | ||||||||
| Olivier Steimer | | $157,500 | | $186,250 | | $20,000 | | $363,750 | | David H. Sidwell | | $150,000 | | $190,000 | | $20,000 | | $360,000 | | ||||||||
| Luis Téllez | | $132,500 | | $186,250 | | — | | $318,750 | | Olivier Steimer | | $160,000 | | $190,000 | | $22,944 | | $372,944 | | ||||||||
| Frances F. Townsend | | $157,500 | | $186,250 | | $15,000 | | $358,750 | | Luis Téllez6 | | $33,750 | | $71,250 | | — | | $105,000 | | ||||||||
| Frances F. Townsend | | $160,000 | | $190,000 | | $20,250 | | $370,250 | |
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| Name of Beneficial Owner | | Common Shares Beneficially Owned | | Common Shares Subject to Options1 | | Restricted Common Shares2 | | Name of Beneficial Owner | | Common Shares Beneficially Owned | | Common Shares Subject to Options1 | | Restricted Common Shares2 | | ||||||
| Evan G. Greenberg3 4 10 11 | | 724,267 | | 730,287 | | 245,407 | | Evan G. Greenberg3 4 10 11 | | 765,122 | | 685,343 | | 225,456 | | ||||||
| Peter C. Enns10 | | 5,036 | | 14,084 | | 36,919 | | Peter C. Enns10 | | 7,071 | | 18,104 | | 36,021 | | ||||||
| John W. Keogh3 10 | | 144,119 | | 228,345 | | 102,936 | | John W. Keogh3 10 | | 149,459 | | 249,542 | | 91,282 | | ||||||
| Paul J. Krump10 11 12 | | 32,325 | | 17,280 | | 27,026 | | John J. Lupica3 10 | | 106,853 | | 158,777 | | 64,043 | | ||||||
| John J. Lupica3 10 | | 129,811 | | 168,751 | | 75,844 | | Juan Luis Ortega 10 11 | | 16,291 | | 53,915 | | 19,800 | | ||||||
| Michael G. Atieh5 6 7 | | 17,146 | | — | | 932 | | Sean Ringsted 10 11 | | 192,797 | | 89,298 | | 24,027 | | ||||||
| Kathy Bonanno | | — | | — | | 932 | | Michael G. Atieh5 6 7 | | 16,763 | | — | | 955 | | ||||||
| Nancy K. Buese | | 12 | | — | | — | | Kathy Bonanno | | 699 | | — | | 955 | | ||||||
| Sheila P. Burke13 14 | | 6,056 | | — | | 932 | | Nancy K. Buese | | 12 | | — | | 955 | | ||||||
| Mary Cirillo6 | | 27,537 | | — | | 1,692 | | Sheila P. Burke12 13 | | 6,755 | | — | | 955 | | ||||||
| Michael P. Connors | | 15,091 | | — | | 932 | | Nelson J. Chai | | — | | — | | — | | ||||||
| Michael L. Corbat | | — | | — | | — | | Michael P. Connors | | 15,790 | | — | | 955 | | ||||||
| Robert J. Hugin8 | | 15,087 | | — | | 1,594 | | Michael L. Corbat | | — | | — | | 955 | | ||||||
| Robert W. Scully9 | | 44,337 | | — | | 1,766 | | Robert J. Hugin8 | | 16,681 | | — | | 1,634 | | ||||||
| Theodore E. Shasta | | 14,556 | | — | | 932 | | Robert W. Scully9 | | 42,886 | | — | | 1,810 | | ||||||
| David H. Sidwell | | 11,962 | | — | | 932 | | Theodore E. Shasta | | 13,556 | | — | | 955 | | ||||||
| Olivier Steimer6 | | 20,276 | | — | | 932 | | David H. Sidwell | | 12,661 | | — | | 955 | | ||||||
| Luis Téllez | | 812 | | — | | 932 | | Olivier Steimer6 | | 21,158 | | — | | 955 | | ||||||
| Frances F. Townsend | | 2,102 | | — | | 932 | | Frances F. Townsend | | 2,801 | | — | | 955 | | ||||||
| All our directors, nominees and executive officers as a group (24 individuals)15 | | | 1,537,411 | | 1,493,972 | | 623,256 | | All our directors, nominees and executive officers as a group (23 individuals)14 | | 1,541,258 | | 1,434,921 | | 530,252 | | |||||
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| Name and Address of Beneficial Owner | | Number of Shares Beneficially Owned | | Percent of Class | | Name and Address of Beneficial Owner | | Number of Shares Beneficially Owned | | Percent of Class | | ||||
| The Vanguard Group1 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | | 38,144,673 | | 9.19% | | The Vanguard Group1 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | | 38,930,986 | | 9.54% | | ||||
| BlackRock, Inc.2 50 Hudson Yards New York, New York 10001 | | 28,694,321 | | 6.9% | | BlackRock, Inc.2 50 Hudson Yards New York, New York 10001 | | 29,507,346 | | 7.2% | | ||||
| T. Rowe Price Associates, Inc.3 100 E. Pratt Street Baltimore, Maryland 21202 | | 24,611,406 | | 5.9% | | T. Rowe Price Associates, Inc.3 100 E. Pratt Street Baltimore, Maryland 21202 | | 21,675,760 | | 5.3% | |
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| | | Evan G. Greenberg Chairman and Chief Executive Officer | | |
| | | Peter C. Enns Chief Financial Officer | | |
| | | John W. Keogh President and Chief Operating Officer | | |
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| | John J. Lupica Vice Chairman; President, North America Insurance | | ||
| | | Juan Luis Ortega President, Overseas General Insurance | | |
| | | Sean Ringsted Chief Digital Business Officer | |
| Chubb Limited | | | |
| What We Reward • Superior operating and financial performance, as measured against prior year, Board-approved plan and peers • Achievement of strategic goals • Superior underwriting and risk management in all our business activities | | | | | How We Link Pay to Performance • Core link: Performance measured across 5 key metrics, evaluated comprehensively within the context of the environment in which we operate – Core operating income – Core operating return on equity – Core operating return on tangible equity – P&C combined ratio – Tangible book value per share growth • Total shareholder return (TSR) modifier • Consideration of strategic achievements, including leadership and execution of key non-financial objectives | | | | | How We Paid Our Named Executive Officers (NEOs) The Compensation Committee considered financial, strategic and operational performance, and took into account the Company’s excellent 2023 financial performance on an absolute basis and relative to peers, which also reflected the best full-year financial performance in the Company’s history. CEO total pay • $ Other NEO total pay • | |
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| 2023 Financial Performance Peer Group | | | | 2023 CEO Compensation Benchmarking Peer Group | | |||
| • The Allstate Corporation • American International Group, Inc. • CNA Financial Corporation • The Hartford Financial Services Group, Inc. • The Travelers Companies, Inc. • Zurich Insurance | | | | • The Allstate Corporation • American Express Company • American International Group, Inc. • Aon plc • Bank of America Corporation • The Bank of New York Mellon • BlackRock, Inc. • Cigna Corp. | | | • Citigroup Inc. • The Goldman Sachs Group, Inc. • Marsh & McLennan Companies, Inc. • MetLife, Inc. • Morgan Stanley • Prudential Financial, Inc. • The Travelers Companies, Inc. | |
| Excellent financial | |
| | | • Record Chubb net income and Chubb net income per share of $9.03 billion and $21.80, respectively, up 72.1% and 75.9% compared to $5.25 billion and $12.39, respectively, in 2022 • Record core operating income and core operating income per share of $9.34 billion and $22.54, respectively, up 45.2% and 48.5% from $6.43 billion and $15.18, respectively, in 2022 • 2023 results were favorably impacted by a one-time, $1.14 billion deferred tax benefit related to the enactment of Bermuda’s new income tax law; excluding the benefit, core operating income on both a dollar and per share basis were records | | |
| Underwriting performance | | | • Industry-leading P&C combined ratio of 86.5%, a Company record, improved 1.1 points compared to 87.6% in 2022. The current accident year P&C combined ratio excluding catastrophe losses was also a record 83.9% compared to 84.2% in 2022 • Consolidated net premiums written of $47.4 billion, up 13.5% from 2022 | |
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| Investment performance | | | • Record pre-tax net investment income and adjusted net investment income of $4.94 billion and $5.34 billion, respectively, up 31.9% and 32.8% from $3.74 billion and $4.02 billion, respectively, in 2022 | |
| Return on equity | | | • Record return on equity (ROE) of 16.4%, up from 9.6% in 2022 • Core operating ROE was 15.4%, up from 11.1% in 2022 • Record core operating return on tangible equity (ROTE) of 24.2%, up from 17.0% in 2022; excluding the tax benefit, core operating ROTE was also a record | |
| Book value per share | | | • Book and tangible book value per share increased 20.5% and 21.3%, respectively, for the year. Book value per share ended the year at an all-time high | |
| Shareholder value creation | | | • One-year and three-year annualized TSR, which include stock price appreciation plus reinvested dividends, were 4.2% and 15.6%, respectively; cumulative three-year TSR was 54.5% • $3.88 billion returned to shareholders through dividends and share repurchases, while continuing to invest in our business for the future | |
| Successfully executed on significant strategic and operational goals and initiatives, including: | |
| Execution of business strategy | | | • Capitalized on market conditions by driving rate, growth and profitability while maintaining underwriting discipline and excellence in customer and partner service • Managed inflationary pressures by enhancing capabilities to monitor and react quickly to loss cost inflation, including through pricing actions and adjusting outstanding reserves • Implemented reinvestment strategies in a changing interest rate environment and achieved record investment income • Enhanced natural catastrophe capabilities and modeling to manage wind, flood and wildfire risk aggregations in a more granular, practical and insightful manner | |
| Advanced long-term growth initiatives | | | • Integrated personal accident, supplemental health and life insurance businesses in the Asia-Pacific region acquired from Cigna while meeting or exceeding key financial targets • Executed on China strategy by increasing ownership in Huatai Insurance Group, a Chinese financial services holding company with separate property and casualty, life, and asset management subsidiaries, from 47.3% to 76.5% as of year-end (currently 85.5%), and began consolidating Huatai results into our financial statements | |
| Digital transformation | | | • Accelerated digital transformation with strong growth in digital product revenue and continued progress on extensive business and technology innovations | |
| Commitment to talent development and diversity, equity and inclusion | | | • Improved gender balance and racial diversity at the leadership level and in early career hiring, and reinforced leadership accountability through goal-setting and linkage to performance reviews and compensation at the executive level • Strengthened talent pipeline through external hiring (more than 5,000) and internal promotions (nearly 5,000), as well as employee development and training | |
| Climate leadership | | | • Continued industry leadership on climate issues with launch of Chubb Climate+ business unit to support companies engaged in developing technologies and processes to lower carbon emissions and promote climate resilience, established new oil and gas underwriting and conservation criteria, and led industry engagement with investors, climate experts and advocacy groups to advance the insurance industry’s sustainability and resilience initiatives | |
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| Core operating income | | | $ | | | Core operating income was a record for the Company in | |
| Core operating return on equity (ROE) | | | | | Core operating ROE performance significantly exceeded both prior year and | | |
| Core operating return on tangible equity (ROTE) | | | | | Core operating ROTE relative performance exceeded that of every company in the Financial Performance Peer Group (100th percentile). Absolute performance was a record in 2023 and substantially exceeded both prior year and plan. | | |
| P&C combined ratio | | | | | P&C combined ratio relative performance was better than that of every company in | | |
| Tangible book value per share growth | | | | | Tangible book value per share growth substantially improved on prior year and exceeded plan. On a relative basis, performance was | | |
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| Total shareholder return | | | | | Our | |
| | | Chubb Limited 2024 Proxy Statement | |
| In determining the compensation direction of the Company and in setting the When deciding The Compensation Committee determined to increase the CEO’s variable compensation, reflecting the Company’s excellent The Compensation Committee believes that The Compensation Committee’s and Board’s compensation decisions for | |
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| | | Component | | | What We Reward | | | Target Opportunity | | | What It Achieves | |
Fixed compensation | | | Base salary | | | Annual base salary, which is closely tied to role and market. | | | Base salary is targeted at the median of our CEO compensation peer group (for our CEO) and industry peers and relevant compensation survey data (for our other NEOs). | | | Provides a competitive market-based level of fixed compensation. | |
Variable compensation | | | Cash bonus | | | Each NEO’s annual cash bonus is based on the prior year’s performance, as measured against: • Individual Performance Criteria; • Company Performance Criteria; and • | | | The | | | Ties | |
| Long-term • Target Awards • Premium Awards | | | The value of each NEO’s long-term • Individual Performance Criteria; • Company Performance Criteria; and • The ultimate value realized from these awards is based on the Company’s stock price performance as well as, with respect to | | | The value of the annual long-term equity award is | | | Ties the current year’s awards to future performance. The Compensation Committee approves a specific long-term Stock options reward stock price appreciation. Restricted stock (time-based) aligns executive interests with those of shareholders and supports executive retention. | |
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| Type of Award | | | Vesting Period | |
| Performance-Based Equity: Performance Stock Units and Performance Shares | | | Cliff vest at end of a 3-year performance period if established performance criteria are met | |
| Time-Based Restricted Stock | | | Evenly over a 4-year period from date of grant | |
| Stock Options | | | Evenly over a 3-year period from date of grant (10-year exercise period) | |
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| • The Allstate Corporation • American Express Company • American International Group, Inc. • Aon plc • Bank of America Corporation • The Bank of New York Mellon • BlackRock, Inc. | | | • Cigna Corp. • Citigroup Inc. • The Goldman Sachs Group, Inc. • Marsh & McLennan Companies, Inc. • MetLife, Inc. • Morgan Stanley • Prudential Financial, Inc. • The Travelers Companies, Inc. | |
| • The Allstate Corporation • American International Group, Inc. • CNA Financial Corporation | | | • The Hartford Financial Services Group, Inc. • The Travelers Companies, Inc. • Zurich Insurance Group (TSR only) | |
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Measurement | Shares Vested | ||||||||||||||||||
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| Peter C. Enns Chief Financial Officer Mr. Enns has executive responsibility for managing all aspects of Chubb’s financial organization. Corporate units under his management include accounting and financial reporting, investment management, treasury, actuarial and tax. | | |||
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Mr. Enns’ compensation was based on overall Company performance, against both financial and strategic objectives, and his individual performance as the Company’s CFO, which was evaluated in terms of his execution of a wide and complex set of financially-oriented objectives related to the balance sheet and income statement. Consideration was also given to competitive market data. Compensation Committee Decisions • Base salary was • Annual cash bonus was increased • Long-term • | |
| John W. Keogh President and Chief Operating Officer Mr. Keogh has executive responsibility for managing the Company’s property and casualty and accident and health insurance operations globally, including the Company’s two principal business segments: North America Insurance and Overseas General Insurance. | | |||
| 2023 Performance Criteria Mr. Keogh’s compensation was based on overall Company performance, against both financial and strategic objectives, and his | ||||
strategic leadership of Chubb’s general insurance business units as well as the product, underwriting, claims and support functions globally. Consideration was also given to competitive market data. Compensation Committee Decisions • Base salary was unchanged • Annual cash bonus was increased 8.4% • Long-term equity award was increased 12.1% • 2023 total direct compensation was increased 10.7% | |
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| Mr. Lupica has executive operating responsibility for all Chubb general insurance business in the United States, Canada and | |||||||
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Program and Sustainability Strategy | ||||||||
Mr. Lupica’s compensation was based on overall Company performance, against both financial and strategic objectives, the performance of the operating units under Mr. Lupica’s direct management, as well as his individual performance. Consideration was also given to competitive market data. Compensation Committee Decisions • Base salary was • Annual cash bonus was increased • Long-term • | |
| Juan Luis Ortega President, Overseas General Insurance Mr. Ortega has executive operating responsibility for Chubb’s general insurance business in 51 countries and territories outside of North America, including commercial P&C, traditional and specialty personal lines, and accident and health insurance. Mr. Ortega’s scope of responsibility includes all products, underwriting, claims, actuarial and support functions related to these business lines. | | |||
| 2023 Performance Criteria Mr. Ortega’s compensation was based on overall Company performance, against both financial and strategic objectives, the performance of the operating units under Mr. Ortega’s direct management, as well as his individual performance. Consideration was also given to competitive market data. Compensation Committee Decisions • Base salary was unchanged • Annual cash bonus was increased 12.6% • Long-term equity award was increased 9.4% • 2023 total direct compensation was increased 9.9% | |
| | | Chubb Limited 2024 Proxy Statement | |
| Sean Ringsted Chief Digital Business Officer Mr. Ringsted has executive responsibility for Chubb’s digital business unit, overseeing revenue, products and capabilities with partners, including digitally native platforms and financial institutions, as well as driving digital business results with the Company’s traditional agent and broker partners. He is also responsible for the use of data and analytics to drive decision-making insights across the Company. | | |||
| 2023 Performance Criteria Mr. Ringsted’s compensation was based on overall Company performance, against both financial and strategic objectives, the performance of the operating unit under Mr. Ringsted’s direct management, as well as his individual performance. Consideration was also given to competitive market data. Compensation Committee Decisions • Base salary was unchanged • Annual cash bonus was increased 7.7% • Long-term equity award was increased 9.3% • 2023 total direct compensation was increased 8.8% | |
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| Name and Title/Business Unit | | Salary1 | | Cash Bonus | | Long-Term Incentive Equity Award | | Total Direct Compensation | | Name and Title/Business Unit | | Salary1 2 | | Cash Bonus | | Long-Term Equity Award | | Total Direct Compensation | | ||||||||
| Evan G. Greenberg2 Chairman and Chief Executive Officer | | $1,400,000 | | $7,700,000 | | $15,650,000 | | $24,750,000 | | Evan G. Greenberg Chairman and Chief Executive Officer | | $1,550,000 | | $9,000,000 | | $17,350,000 | | $27,900,000 | | ||||||||
| Peter C. Enns3 Chief Financial Officer | | $880,000 | | $1,528,000 | | $2,600,000 | | $5,008,000 | | Peter C. Enns Chief Financial Officer | | $895,385 | | $1,764,000 | | $3,125,000 | | $5,784,385 | | ||||||||
| John W. Keogh4 President and Chief Operating Officer | | $1,088,462 | | $3,084,000 | | $7,000,000 | | $11,172,462 | | John W. Keogh President and Chief Operating Officer | | $1,176,923 | | $3,343,000 | | $7,850,000 | | $12,369,923 | | ||||||||
| Paul J. Krump Former Vice Chairman, Global Underwriting and Claims | | $900,000 | | $3,074,000 | | — | | $3,974,000 | | John J. Lupica Vice Chairman; President, North America Insurance | | $969,231 | | $3,100,000 | | $5,325,000 | | $9,394,231 | | ||||||||
| John J. Lupica5 Vice Chairman; President, North America Insurance | | $938,461 | | $2,814,000 | | $5,000,000 | | $8,752,461 | | Juan Luis Ortega President, Overseas General Insurance | | $838,462 | | $1,650,000 | | $2,500,000 | | $4,988,462 | | ||||||||
| Sean Ringsted Chief Digital Business Officer | | $837,500 | | $1,185,000 | | $2,350,000 | | $4,372,500 | |
| | | Chubb Limited | |
| Name and Principal Position | | | Year | | | Salary | | | Bonus | | | Stock Awards1 | | | Option Awards2 | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings3 | | | All Other Compensation4 | | | Total | |
| Evan G. Greenberg Chairman and Chief Executive Officer | | | 2022 | | | $1,400,000 | | | $7,700,000 | | | $11,625,143 | | | $3,022,290 | | | — | | | $1,404,637 | | | $25,152,070 | |
| 2021 | | | $1,400,000 | | | $7,500,000 | | | $10,125,007 | | | $2,996,944 | | | — | | | $1,159,233 | | | $23,181,184 | | |||
| 2020 | | | $1,400,000 | | | $5,700,000 | | | $10,125,070 | | | $1,917,286 | | | — | | | $1,185,811 | | | $20,328,167 | | |||
| Peter C. Enns Chief Financial Officer | | | 2022 | | | $880,000 | | | $1,528,000 | | | $1,800,027 | | | $467,971 | | | — | | | $252,138 | | | $4,928,136 | |
| 2021 | | | $649,846 | | | $1,404,500 | | | $3,080,272 | | | $513,532 | | | — | | | $195,544 | | | $5,843,694 | | |||
| John W. Keogh President and Chief Operating Officer | | | 2022 | | | $1,088,462 | | | $3,084,000 | | | $5,250,013 | | | $1,364,909 | | | — | | | $525,036 | | | $11,312,420 | |
| 2021 | | | $1,050,000 | | | $2,980,100 | | | $3,900,006 | | | $1,154,372 | | | — | | | $464,594 | | | $9,549,072 | | |||
| 2020 | | | $1,032,692 | | | $2,460,400 | | | $3,900,158 | | | $738,503 | | | — | | | $496,027 | | | $8,627,780 | | |||
| Paul J. Krump* Former Vice Chairman, Global Underwriting and Claims | | | 2022 | | | $900,000 | | | $3,074,000 | | | $2,325,267 | | | $604,466 | | | — | | | $419,958 | | | $7,323,691 | |
| 2021 | | | $900,000 | | | $2,018,800 | | | $2,137,622 | | | $632,684 | | | $194,585 | | | $352,544 | | | $6,236,235 | | |||
| 2020 | | | $895,385 | | | $1,567,500 | | | $2,137,566 | | | $404,760 | | | $1,034,364 | | | $399,314 | | | $6,438,889 | | |||
| John J. Lupica Vice Chairman; President, North America Insurance | | | 2022 | | | $938,461 | | | $2,814,000 | | | $3,750,123 | | | $974,946 | | | — | | | $552,480 | | | $9,030,010 | |
| 2021 | | | $900,000 | | | $2,650,000 | | | $3,647,665 | | | $783,668 | | | — | | | $469,214 | | | $8,450,547 | | |||
| 2020 | | | $895,385 | | | $2,219,700 | | | $2,647,640 | | | $501,340 | | | — | | | $458,315 | | | $6,722,380 | |
| Name and Principal Position | | | Year | | | Salary | | | Bonus | | | Stock Awards1 | | | Option Awards2 | | | All Other Compensation3 | | | Total | |
| Evan G. Greenberg Chairman and Chief Executive Officer | | | 2023 | | | $1,550,000 | | | $9,000,000 | | | $15,650,006 | | | — | | | $1,461,311 | | | $27,661,317 | |
| 2022 | | | $1,400,000 | | | $7,700,000 | | | $11,625,143 | | | $3,022,290 | | | $1,404,637 | | | $25,152,070 | | |||
| 2021 | | | $1,400,000 | | | $7,500,000 | | | $10,125,007 | | | $2,996,944 | | | $1,159,233 | | | $23,181,184 | | |||
| Peter C. Enns Chief Financial Officer | | | 2023 | | | $895,385 | | | $1,764,000 | | | $2,600,199 | | | — | | | $294,501 | | | $5,554,085 | |
| 2022 | | | $880,000 | | | $1,528,000 | | | $1,800,027 | | | $467,971 | | | $252,138 | | | $4,928,136 | | |||
| 2021 | | | $649,846 | | | $1,404,500 | | | $3,080,272 | | | $513,532 | | | $195,544 | | | $5,843,694 | | |||
| John W. Keogh President and Chief Operating Officer | | | 2023 | | | $1,176,923 | | | $3,343,000 | | | $7,000,199 | | | — | | | $560,989 | | | $12,081,111 | |
| 2022 | | | $1,088,462 | | | $3,084,000 | | | $5,250,013 | | | $1,364,909 | | | $525,036 | | | $11,312,420 | | |||
| 2021 | | | $1,050,000 | | | $2,980,100 | | | $3,900,006 | | | $1,154,372 | | | $464,594 | | | $9,549,072 | | |||
| John J. Lupica Vice Chairman; President, North America Insurance | | | 2023 | | | $969,231 | | | $3,100,000 | | | $5,000,142 | | | — | | | $561,533 | | | $9,630,906 | |
| 2022 | | | $938,461 | | | $2,814,000 | | | $3,750,123 | | | $974,946 | | | $552,480 | | | $9,030,010 | | |||
| 2021 | | | $900,000 | | | $2,650,000 | | | $3,647,665 | | | $783,668 | | | $469,214 | | | $8,450,547 | | |||
| Juan Luis Ortega President, Overseas General Insurance | | | 2023 | | | $838,462 | | | $1,650,000 | | | $1,713,858 | | | $628,431 | | | $676,099 | | | $5,506,850 | |
| Sean Ringsted Chief Digital Business Officer | | | 2023 | | | $837,500 | | | $1,185,000 | | | $1,612,687 | | | $591,313 | | | $2,339,434 | | | $6,565,934 | |
| | 2022 | | 2021 | | 2020 | | | 2023 | | 2022 | | 2021 | | ||||||
Evan G. Greenberg | | $19,181,516 | | $16,706,278 | | $15,060,987 | | | $31,300,012 | | $19,181,516 | | $16,706,278 | | ||||||
Peter C. Enns | | $2,677,550 | | $3,678,392 | | — | | | $5,200,398 | | $2,677,550 | | $3,678,392 | | ||||||
John W. Keogh | | $8,662,581 | | $6,434,969 | | $5,573,284 | | | $14,000,398 | | $8,662,581 | | $6,434,969 | | ||||||
Paul J. Krump | | $3,458,743 | | $3,179,713 | | $2,971,277 | | |||||||||||||
John J. Lupica | | $6,187,643 | | $5,368,649 | | $3,680,247 | | | $10,000,284 | | $6,187,643 | | $5,368,649 | | ||||||
Juan Luis Ortega | | $2,999,251 | | — | | — | | |||||||||||||
Sean Ringsted | | $2,398,900 | | — | | — | |
| | 2019 Grant Vested in 2022 | | 2018 Grant Vested in 2021 | | 2017 Grant Vested in 2020 | | 2016 Grant Vested in 2020 | | | 2020 Grant Vested in 2023 | | 2019 Grant Vested in 2022 | | 2018 Grant Vested in 2021 | | |||||||
Evan G. Greenberg | | $6,962,921 | | $5,008,746 | | $2,438,313 | | $9,167,600 | | | $6,541,216 | | $6,962,921 | | $5,008,746 | | |||||||
Peter C. Enns | | — | | — | | — | | — | | | — | | — | | — | | |||||||
John W. Keogh | | $2,130,732 | | $1,494,900 | | $791,141 | | $3,558,806 | | | $2,217,274 | | $2,130,732 | | $1,494,900 | | |||||||
Paul J. Krump | | $1,579,910 | | $765,555 | | $405,059 | | $866,745 | | ||||||||||||||
John J. Lupica | | $1,723,575 | | $1,040,284 | | $550,554 | | $2,396,991 | | | $1,368,439 | | $1,040,284 | | $550,554 | | |||||||
Juan Luis Ortega | | $465,297 | | — | | — | | ||||||||||||||||
Sean Ringsted | | $649,308 | | — | | — | |
| Chubb Limited | | | |
| Name | | Year | | Housing Allowance | | Private Jet Usage | | Misc. Other Benefits1 | | Retirement Plan Contribution | | Name | | Year | | Housing Allowance | | Private Aircraft Usage | | Misc. Other Benefits1 | | Tax Reimbursements | | Retirement Plan Contribution | | |||||||||||
| Evan G. Greenberg | | | 2022 | | — | | $302,815 | | $33,822 | | td,068,000 | | Evan G. Greenberg | | | 2023 | | — | | td98,363 | | $52,948 | | — | | td,110,000 | | |||||||||
| 2021 | | — | | td69,494 | | $37,739 | | $852,000 | | | 2022 | | — | | $302,815 | | $33,822 | | — | | td,068,000 | | ||||||||||||||
| 2020 | | — | | td64,043 | | $49,768 | | $972,000 | | | 2021 | | — | | td69,494 | | $37,739 | | — | | $852,000 | | ||||||||||||||
| Peter C. Enns | | | 2022 | | td44,000 | | td07 | | td8,831 | | $79,200 | | Peter C. Enns | | | 2023 | | td44,000 | | — | | $69,916 | | — | | $80,585 | | |||||||||
| 2021 | | td17,300 | | td66 | | td9,492 | | $58,486 | | | 2022 | | td44,000 | | td07 | | td8,831 | | — | | $79,200 | | ||||||||||||||
| John W. Keogh | | | 2022 | | — | | td65 | | $36,644 | | $488,227 | | | 2021 | | td17,300 | | td66 | | td9,492 | | — | | $58,486 | | |||||||||||
| 2021 | | — | | $6,934 | | $36,412 | | $421,248 | | John W. Keogh | | | 2023 | | — | | — | | $49,678 | | — | | $511,311 | | ||||||||||||
| 2020 | | — | | td30 | | $35,634 | | $460,163 | | | 2022 | | — | | td65 | | $36,644 | | — | | $488,227 | | ||||||||||||||
| Paul J. Krump | | | 2022 | | — | | — | | $69,702 | | $350,256 | | | 2021 | | — | | $6,934 | | $36,412 | | — | | $421,248 | | |||||||||||
| 2021 | | — | | td3,912 | | $42,532 | | td96,100 | | John J. Lupica | | | 2023 | | — | | — | | td07,545 | | — | | $453,988 | | ||||||||||||
| 2020 | | — | | — | | $63,868 | | $335,446 | | | 2022 | | — | | $917 | | td20,948 | | — | | $430,615 | | ||||||||||||||
| John J. Lupica | | | 2022 | | — | | $917 | | td20,948 | | $430,615 | | | 2021 | | — | | — | | $94,850 | | — | | $374,364 | | |||||||||||
| 2021 | | — | | — | | $94,850 | | $374,364 | | Juan Luis Ortega | | 2023 | | td08,000 | | — | | td07,519 | | td84,165 | | td76,415 | | |||||||||||||
| 2020 | | — | | — | | $85,345 | | $372,970 | | Sean Ringsted | | 2023 | | — | | — | | $63,681 | | td,043,253 | | td32,500 | |
| 122 | | | Chubb Limited 2024 Proxy Statement | |
| Chubb Limited | | | |
| | | | | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | All Other Stock Awards; Number of Shares of Stock or Units3 | | All Other Option Awards; Number of Securities Underlying Options4 | | Exercise or Base Price of Option Award | | Grant Date Fair Value of Stock and Option Awards5 | | | | | | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | All Other Stock Awards; Number of Shares of Stock or Units3 | | All Other Option Awards; Number of Securities Underlying Options4 | | Exercise or Base Price of Option Award | | Grant Date Fair Value of Stock and Option Awards5 | | ||||||||||||||||
| Name | | Grant Date1 | | Target | | Maximum | | Name | | Grant Date1 | | Target | | Maximum | | ||||||||||||||||||||||||||||||
| Evan G. Greenberg | | | February 23, 2023 | | 75,024 | | 150,048 | | — | | | | | | td5,650,006 | | Evan G. Greenberg | | | February 26, 2024 | | 68,082 | | 136,164 | | — | | | | | | td7,350,017 | | ||||||||||||
| February 24, 2022 | | 58,409 | | 96,375 | | — | | | | | | td1,625,143 | | | February 23, 2023 | | 75,024 | | 150,048 | | — | | | | | | td5,650,006 | | |||||||||||||||||
| February 24, 2022 | | | | | | | | 77,874 | | td99.03 | | $3,022,290 | | Peter C. Enns | | | February 26, 2024 | | 12,263 | | 24,526 | | — | | | | | | $3,125,103 | | |||||||||||||||
| Peter C. Enns | | | February 23, 2023 | | 12,465 | | 24,930 | | — | | | | | | td,600,199 | | | February 23, 2023 | | 12,465 | | 24,930 | | — | | | | | | td,600,199 | | ||||||||||||||
| February 24, 2022 | | 6,783 | | 11,192 | | 2,261 | | | | | | td,800,027 | | John W. Keogh | | | February 26, 2024 | | 30,804 | | 61,608 | | — | | | | | | $7,850,091 | | |||||||||||||||
| February 24, 2022 | | | | | | | | 12,058 | | td99.03 | | $467,971 | | | February 23, 2023 | | 33,558 | | 67,116 | | — | | | | | | $7,000,199 | | |||||||||||||||||
| John W. Keogh | | | February 23, 2023 | | 33,558 | | 67,116 | | — | | | | | | $7,000,199 | | John J. Lupica | | | February 26, 2024 | | 20,896 | | 41,792 | | — | | | | | | $5,325,137 | | ||||||||||||
| February 24, 2022 | | 26,378 | | 43,524 | | — | | | | | | $5,250,013 | | | February 23, 2023 | | 23,970 | | 47,940 | | — | | | | | | $5,000,142 | | |||||||||||||||||
| February 24, 2022 | | | | | | | | 35,169 | | td99.03 | | td,364,909 | | Juan Luis Ortega | | | February 26, 2024 | | 5,519 | | 11,038 | | 1,840 | | | | | | td,875,368 | | |||||||||||||||
| Paul J. Krump | | | February 24, 2022 | | 8,762 | | 14,457 | | 2,921 | | | | | | td,325,267 | | | February 26, 2024 | | | | | | | | 9,811 | | td54.84 | | $714,045 | | ||||||||||||||
| February 24, 2022 | | | | | | | | 15,575 | | td99.03 | | $604,466 | | | February 23, 2023 | | 6,162 | | 12,324 | | 2,054 | | | | | | td,713,858 | | |||||||||||||||||
| John J. Lupica | | | February 23, 2023 | | 23,970 | | 47,940 | | — | | | | | | $5,000,142 | | | February 23, 2023 | | | | | | | | 10,954 | | td08.60 | | $628,431 | | ||||||||||||||
| February 24, 2022 | | 18,842 | | 31,089 | | — | | | | | | $3,750,123 | | Sean Ringsted | | | February 26, 2024 | | 5,188 | | 8,560 | | 1,730 | | | | | | td,762,983 | | |||||||||||||||
| February 24, 2022 | | | | | | | | 25,121 | | td99.03 | | $974,946 | | | February 26, 2024 | | | | | | | | 9,222 | | td54.84 | | $671,177 | | |||||||||||||||||
| | February 23, 2023 | | 5,798 | | 9,567 | | 1,933 | | | | | | td,612,687 | | |||||||||||||||||||||||||||||||
| February 23, 2023 | | | | | | | | 10,307 | | td08.60 | | $591,313 | |
| | | Chubb Limited | |
| | | Option Awards | | Stock Awards | | | | Option Awards | | Stock Awards | | ||||||||||||||||||||||||||||||||||||||||
| Name | | Number of Securities Underlying Unexercised Options Exercisable | | Number of Securities Underlying Unexercised Options Unexercisable | | Option Exercise Price | | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested | | Market Value of Shares or Units of Stock That Have Not Vested1 | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested1 | | Name | | Number of Securities Underlying Unexercised Options Exercisable | | Number of Securities Underlying Unexercised Options Unexercisable | | Option Exercise Price | | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested | | Market Value of Shares or Units of Stock That Have Not Vested1 | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested1 | | ||||||||||||||||
| Evan G. Greenberg | | | 98,181* | | — | | $96.76 | | 02/27/2024 | | | | | | | | | | Evan G. Greenberg | | | 98,181* | | — | | $96.76 | | 02/27/2024 | | | | | | | | | | ||||||||||||||
| 102,787* | | — | | td14.78 | | 02/26/2025 | | | | | | | | | | | 102,787* | | — | | td14.78 | | 02/26/2025 | | | | | | | | | | |||||||||||||||||||
| 99,662* | | — | | td18.39 | | 02/25/2026 | | | | | | | | | | | 99,662* | | — | | td18.39 | | 02/25/2026 | | | | | | | | | | |||||||||||||||||||
| 84,892* | | — | | td39.01 | | 02/23/2027 | | | | | | | | | | | 84,892* | | — | | td39.01 | | 02/23/2027 | | | | | | | | | | |||||||||||||||||||
| 82,471* | | — | | td43.07 | | 02/22/2028 | | | | | | | | | | | 82,471* | | — | | td43.07 | | 02/22/2028 | | | | | | | | | | |||||||||||||||||||
| 91,846* | | — | | td33.90 | | 02/28/2029 | | | | | | | | | | | 91,846* | | — | | td33.90 | | 02/28/2029 | | | | | | | | | | |||||||||||||||||||
| 59,954 | | 29,975 | | td50.11 | | 02/27/2030 | | | | | | | | | | | 89,929 | | — | | td50.11 | | 02/27/2030 | | | | | | | | | | |||||||||||||||||||
| 27,280 | | 54,559 | | td64.94 | | 02/25/2031 | | | | | | | | | | | 54,560 | | 27,279 | | td64.94 | | 02/25/2031 | | | | | | | | | | |||||||||||||||||||
| — | | 77,874 | | td99.03 | | 02/24/2032 | | 12,737 | | td,809,782 | | 170,383 | | $37,586,490 | | | 25,959 | | 51,915 | | td99.03 | | 02/24/2032 | | 4,215 | | $952,590 | | 194,819 | | $44,029,094 | | |||||||||||||||||||
| Peter C. Enns | | | 5,032 | | 10,063 | | td58.99 | | 04/01/2031 | | | | | | | | | | Peter C. Enns | | | 10,064 | | 5,031 | | td58.99 | | 04/01/2031 | | | | | | | | | | ||||||||||||||
| — | | 12,058 | | td99.03 | | 02/24/2032 | | 12,450 | | td,746,470 | | 12,570 | | td,772,942 | | | 4,020 | | 8,038 | | td99.03 | | 02/24/2032 | | 8,487 | | td,918,062 | | 25,035 | | $5,657,910 | | |||||||||||||||||||
| John W. Keogh | | | 1,033 | | — | | $96.76 | | 02/27/2024 | | | | | | | | | | John W. Keogh | | | 34,103 | | — | | td14.78 | | 02/26/2025 | | | | | | | | | | ||||||||||||||
| 34,103 | | — | | td14.78 | | 02/26/2025 | | | | | | | | | | | 34,628 | | — | | td18.39 | | 02/25/2026 | | | | | | | | | | |||||||||||||||||||
| 34,628 | | — | | td18.39 | | 02/25/2026 | | | | | | | | | | | 31,295 | | — | | td39.01 | | 02/23/2027 | | | | | | | | | | |||||||||||||||||||
| 31,295 | | — | | td39.01 | | 02/23/2027 | | | | | | | | | | | 27,970 | | — | | td43.07 | | 02/22/2028 | | | | | | | | | | |||||||||||||||||||
| 27,970 | | — | | td43.07 | | 02/22/2028 | | | | | | | | | | | 31,937 | | — | | td33.90 | | 02/28/2029 | | | | | | | | | | |||||||||||||||||||
| 31,937 | | — | | td33.90 | | 02/28/2029 | | | | | | | | | | | 34,639 | | — | | td50.11 | | 02/27/2030 | | | | | | | | | | |||||||||||||||||||
| 23,094 | | 11,545 | | td50.11 | | 02/27/2030 | | | | | | | | | | | 21,016 | | 10,507 | | td64.94 | | 02/25/2031 | | | | | | | | | | |||||||||||||||||||
| 10,509 | | 21,014 | | td64.94 | | 02/25/2031 | | | | | | | | | | | 11,724 | | 23,445 | | td99.03 | | 02/24/2032 | | 2,207 | | $498,782 | | 83,581 | | td8,889,306 | | |||||||||||||||||||
| — | | 35,169 | | td99.03 | | 02/24/2032 | | 6,450 | | td,422,870 | | 67,171 | | td4,817,923 | | John J. Lupica | | | 26,350 | | — | | td14.78 | | 02/26/2025 | | | | | | | | | | |||||||||||||||||
| Paul J. Krump | | | — | | 6,328 | | td50.11 | | 02/27/2030 | | | | | | | | | | | 26,605 | | — | | td18.39 | | 02/25/2026 | | | | | | | | | | ||||||||||||||||
| — | | 11,517 | | td64.94 | | 02/25/2031 | | | | | | | | | | | 23,957 | | — | | td39.01 | | 02/23/2027 | | | | | | | | | | |||||||||||||||||||
| — | | 15,575 | | td99.03 | | 02/24/2032 | | 9,530 | | td,102,318 | | 27,026 | | $5,961,936 | | | 21,412 | | — | | td43.07 | | 02/22/2028 | | | | | | | | | | |||||||||||||||||||
| John J. Lupica | | | 26,350 | | — | | td14.78 | | 02/26/2025 | | | | | | | | | | | 24,269 | | — | | td33.90 | | 02/28/2029 | | | | | | | | | | ||||||||||||||||
| 26,605 | | — | | td18.39 | | 02/25/2026 | | | | | | | | | | | 23,515 | | — | | td50.11 | | 02/27/2030 | | | | | | | | | | |||||||||||||||||||
| 23,957 | | — | | td39.01 | | 02/23/2027 | | | | | | | | | | | 14,268 | | 7,132 | | td64.94 | | 02/25/2031 | | | | | | | | | | |||||||||||||||||||
| 21,412 | | — | | td43.07 | | 02/22/2028 | | | | | | | | | | | 8,375 | | 16,746 | | td99.03 | | 02/24/2032 | | 4,852 | | td,096,552 | | 58,864 | | td3,303,264 | | |||||||||||||||||||
| 24,269 | | — | | td33.90 | | 02/28/2029 | | | | | | | | | | Juan Luis Ortega | | | 3,921 | | — | | td14.78 | | 02/26/2025 | | | | | | | | | | |||||||||||||||||
| 15,677 | | 7,838 | | td50.11 | | 02/27/2030 | | | | | | | | | | | 6,504 | | — | | td18.39 | | 02/25/2026 | | | | | | | | | | |||||||||||||||||||
| 7,134 | | 14,266 | | td64.94 | | 02/25/2031 | | | | | | | | | | | 5,324 | | — | | td39.01 | | 02/23/2027 | | | | | | | | | | |||||||||||||||||||
| — | | 25,121 | | td99.03 | | 02/24/2032 | | 9,981 | | td,201,809 | | 45,477 | | td0,032,226 | | | 5,137 | | — | | td43.07 | | 02/22/2028 | | | | | | | | | | |||||||||||||||||||
| | 5,862 | | — | | td33.90 | | 02/28/2029 | | | | | | | | | | |||||||||||||||||||||||||||||||||||
| 7,994 | | — | | td50.11 | | 02/27/2030 | | | | | | | | | | ||||||||||||||||||||||||||||||||||||
| 5,658 | | 2,829 | | td64.94 | | 02/25/2031 | | | | | | | | | | ||||||||||||||||||||||||||||||||||||
| 3,517 | | 7,034 | | td99.03 | | 02/24/2032 | | | | | | | | | | ||||||||||||||||||||||||||||||||||||
| — | | 10,954 | | td08.60 | | 02/23/2033 | | 4,933 | | td,114,858 | | 16,873 | | $3,813,298 | |
| Chubb Limited 2024 Proxy Statement | | | 125 | |
| | | | Option Awards | | | Stock Awards | | ||||||||||||||||||
| Name | | | Number of Securities Underlying Unexercised Options Exercisable | | | Number of Securities Underlying Unexercised Options Unexercisable | | | Option Exercise Price | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested | | | Market Value of Shares or Units of Stock That Have Not Vested1 | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested1 | |
| Sean Ringsted | | | 12,413 | | | — | | | $114.78 | | | 02/26/2025 | | | | | | | | | | | | | |
| 12,669 | | | — | | | $118.39 | | | 02/25/2026 | | | | | | | | | | | | | | |||
| 11,151 | | | — | | | $139.01 | | | 02/23/2027 | | | | | | | | | | | | | | |||
| 10,096 | | | — | | | $143.07 | | | 02/22/2028 | | | | | | | | | | | | | | |||
| 11,186 | | | — | | | $133.90 | | | 02/28/2029 | | | | | | | | | | | | | | |||
| 11,158 | | | — | | | $150.11 | | | 02/27/2030 | | | | | | | | | | | | | | |||
| 6,770 | | | 3,384 | | | $164.94 | | | 02/25/2031 | | | | | | | | | | | | | | |||
| 3,518 | | | 7,033 | | | $199.03 | | | 02/24/2032 | | | | | | | | | | | | | | |||
| — | | | 10,307 | | | $208.60 | | | 02/23/2033 | | | 5,203 | | | $1,175,878 | | | 17,477 | | | $3,943,022 | |
| Name | | Vest Date | | Number of Securities Underlying Unexercised Options Unexercisable | | Number of Shares or Units of Stock That Have Not Vested | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested1 | | Name | | Vest Date | | Number of Securities Underlying Unexercised Options Unexercisable | | Number of Shares or Units of Stock That Have Not Vested | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested1 | | ||||||||
| Evan G. Greenberg | | | 2/24/2023 | | 25,959 | | — | | — | | Evan G. Greenberg | | | 2/24/2024 | | 25,958 | | — | | — | | ||||||
| 2/25/2023 | | 27,280 | | — | | — | | | 2/25/2024 | | 27,279 | | — | | 61,386 | | |||||||||||
| 2/27/2023 | | 29,975 | | 4,216 | | 50,588 | | | 2/27/2024 | | — | | 4,215 | | — | | |||||||||||
| 2/28/2023 | | — | | 4,306 | | — | | | 2/24/2025 | | 25,957 | | — | | 58,409 | | |||||||||||
| 2/24/2024 | | 25,958 | | — | | — | | | 2/23/2026 | | — | | — | | 75,024 | | |||||||||||
| 2/25/2024 | | 27,279 | | — | | 61,386 | | Peter C. Enns | | | 2/24/2024 | | 4,020 | | 566 | | — | | |||||||||
| 2/27/2024 | | — | | 4,215 | | — | | | 4/01/2024 | | 5,031 | | 3,396 | | 5,787 | | |||||||||||
| 2/24/2025 | | 25,957 | | — | | 58,409 | | | 2/24/2025 | | 4,018 | | 565 | | 6,783 | | |||||||||||
| Peter C. Enns | | | 2/24/2023 | | 4,020 | | 566 | | — | | | 4/01/2025 | | — | | 3,396 | | — | | ||||||||
| 4/01/2023 | | 5,032 | | 3,397 | | — | | | 2/23/2026 | | — | | — | | 12,465 | | |||||||||||
| 2/24/2024 | | 4,020 | | 566 | | — | | | 2/24/2026 | | — | | 564 | | — | | |||||||||||
| 4/01/2024 | | 5,031 | | 3,396 | | 5,787 | | John W. Keogh | | | 2/24/2024 | | 11,723 | | — | | — | | |||||||||
| 2/24/2025 | | 4,018 | | 565 | | 6,783 | | | 2/25/2024 | | 10,507 | | — | | 23,645 | | |||||||||||
| 4/01/2025 | | — | | 3,396 | | — | | | 2/27/2024 | | — | | 2,207 | | — | | |||||||||||
| 2/24/2026 | | — | | 564 | | — | | | 2/24/2025 | | 11,722 | | — | | 26,378 | | |||||||||||
| John W. Keogh | | | 2/24/2023 | | 11,724 | | — | | — | | | 2/23/2026 | | — | | — | | 33,558 | | ||||||||
| 2/25/2023 | | 10,507 | | — | | — | | John J. Lupica | | | 2/24/2024 | | 8,373 | | — | | — | | |||||||||
| 2/27/2023 | | 11,545 | | 2,208 | | 17,148 | | | 2/25/2024 | | 7,132 | | — | | 16,052 | | |||||||||||
| 2/28/2023 | | — | | 2,035 | | — | | | 2/27/2024 | | — | | 1,763 | | — | | |||||||||||
| 2/24/2024 | | 11,723 | | — | | — | | | 7/01/2024 | | — | | 1,545 | | — | | |||||||||||
| 2/25/2024 | | 10,507 | | — | | 23,645 | | | 2/24/2025 | | 8,373 | | — | | 18,842 | | |||||||||||
| 2/27/2024 | | — | | 2,207 | | — | | | 7/01/2025 | | — | | 1,544 | | — | | |||||||||||
| 2/24/2025 | | 11,722 | | — | | 26,378 | | | 2/23/2026 | | — | | — | | 23,970 | | |||||||||||
| Paul J. Krump | | | 2/24/2023 | | 5,193 | | 731 | | — | | |||||||||||||||||
| 2/25/2023 | | 5,759 | | 810 | | — | | ||||||||||||||||||||
| 2/27/2023 | | 6,328 | | 1,424 | | 8,544 | | ||||||||||||||||||||
| 2/28/2023 | | — | | 1,331 | | — | | ||||||||||||||||||||
| 2/24/2024 | | 5,191 | | 730 | | — | | ||||||||||||||||||||
| 2/25/2024 | | 5,758 | | 810 | | 9,720 | | ||||||||||||||||||||
| 2/27/2024 | | — | | 1,424 | | — | | ||||||||||||||||||||
| 2/24/2025 | | 5,191 | | 730 | | 8,762 | | ||||||||||||||||||||
| 2/25/2025 | | — | | 810 | | — | | ||||||||||||||||||||
| 2/24/2026 | | — | | 730 | | — | |
| | | Chubb Limited | |
| Name | | Vest Date | | Number of Securities Underlying Unexercised Options Unexercisable | | Number of Shares or Units of Stock That Have Not Vested | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested1 | | Name | | Vest Date | | Number of Securities Underlying Unexercised Options Unexercisable | | Number of Shares or Units of Stock That Have Not Vested | | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested1 | | ||||||||
| John J. Lupica | | | 2/24/2023 | | 8,375 | | — | | — | | Juan Luis Ortega | | | 2/23/2024 | | 3,652 | | 514 | | — | | ||||||
| 2/25/2023 | | 7,134 | | — | ��� | | — | | | 2/24/2024 | | 3,517 | | 495 | | — | | ||||||||||
| 2/27/2023 | | 7,838 | | 1,764 | | 10,583 | | | 2/25/2024 | | 2,829 | | 398 | | 4,775 | | |||||||||||
| 2/28/2023 | | — | | 1,820 | | — | | | 2/27/2024 | | — | | 599 | | — | | |||||||||||
| 7/01/2023 | | — | | 1,545 | | — | | | 2/23/2025 | | 3,651 | | 514 | | — | | |||||||||||
| 2/24/2024 | | 8,373 | | — | | — | | | 2/24/2025 | | 3,517 | | 495 | | 5,936 | | |||||||||||
| 2/25/2024 | | 7,132 | | — | | 16,052 | | | 2/25/2025 | | — | | 398 | | — | | |||||||||||
| 2/27/2024 | | — | | 1,763 | | — | | | 2/23/2026 | | 3,651 | | 513 | | 6,162 | | |||||||||||
| 7/01/2024 | | — | | 1,545 | | — | | | 2/24/2026 | | — | | 494 | | — | | |||||||||||
| 2/24/2025 | | 8,373 | | — | | 18,842 | | | 2/23/2027 | | — | | 513 | | — | | |||||||||||
| 7/01/2025 | | — | | 1,544 | | — | | Sean Ringsted | | | 2/23/2024 | | 3,436 | | 485 | | — | | |||||||||
| | 2/24/2024 | | 3,517 | | 495 | | — | | |||||||||||||||||||
| 2/25/2024 | | 3,384 | | 476 | | 5,713 | | ||||||||||||||||||||
| 2/27/2024 | | — | | 836 | | — | | ||||||||||||||||||||
| 2/23/2025 | | 3,436 | | 483 | | — | | ||||||||||||||||||||
| 2/24/2025 | | 3,516 | | 494 | | 5,936 | | ||||||||||||||||||||
| 2/25/2025 | | — | | 475 | | — | | ||||||||||||||||||||
| 2/23/2026 | | 3,435 | | 483 | | 5,798 | | ||||||||||||||||||||
| 2/24/2026 | | — | | 494 | | — | | ||||||||||||||||||||
| 2/23/2027 | | — | | 482 | | — | |
| | | Option Awards | | Stock Awards | | | | Option Awards | | Stock Awards | | ||||||||||||||||
| Name | | Number of Shares Acquired on Exercise | | Value Realized on Exercise1 | | Number of Shares Acquired on Vesting2 | | Value Realized on Vesting3 | | Name | | Number of Shares Acquired on Exercise | | Value Realized on Exercise1 | | Number of Shares Acquired on Vesting2 | | Value Realized on Vesting3 | | ||||||||
| Evan G. Greenberg | | 143,4594 | | $14,397,3204 | | 97,647 | | $20,209,859 | | Evan G. Greenberg | | — | | — | | 91,992 | | $18,405,782 | | ||||||||
| Peter C. Enns | | — | | — | | 3,398 | | $735,837 | | Peter C. Enns | | — | | — | | 3,963 | | $779,005 | | ||||||||
| John W. Keogh | | 30,101 | | $3,366,280 | | 32,117 | | $6,642,543 | | John W. Keogh | | 1,033 | | $107,814 | | 32,537 | | $6,525,341 | | ||||||||
| Paul J. Krump | | 18,005 | | $939,958 | | 24,091 | | $4,983,789 | | John J. Lupica | | — | | — | | 22,591 | | $4,528,681 | | ||||||||
| John J. Lupica | | 41,522 | | $4,847,502 | | 27,840 | | $5,743,029 | | Juan Luis Ortega | | 1,508 | | $183,783 | | 8,529 | | $1,728,309 | | ||||||||
| Sean Ringsted | | 12,057 | | $1,403,964 | | 10,934 | | $2,207,560 | | ||||||||||||||||||
| |
| Chubb Limited 2024 Proxy Statement | | | 127 | |
| Name | | | Plan Name | | | Number of Years Credited Service | | | Present Value of Accumulated Benefit1 2 | | | Payments During Last Fiscal Year | |
| Paul J. Krump | | | Chubb Corp. Pension Plan | | | 37 | | | $2,459,102 | | | — | |
| Chubb Corp. Pension Excess Benefit Plan | | | 37 | | | $17,988,633 | | | — | |
| | | Executive Contributions in Last FY | | Registrant Contributions in Last FY1 | | Aggregate Earnings in Last FY2 | | Aggregate Withdrawals/ Distributions | | Aggregate Balance at Last FYE3 | | | | Executive Contributions in Last FY | | Registrant Contributions in Last FY1 | | Aggregate Earnings in Last FY | | Aggregate Withdrawals/ Distributions | | Aggregate Balance at Last FYE2 | | ||||||||||
| Evan G. Greenberg | | $869,500 | | $1,037,400 | | $190,144 | | — | | $14,003,928 | | Evan G. Greenberg | | $902,500 | | $1,076,700 | | $768,815 | | — | | $16,751,943 | | ||||||||||
| Peter C. Enns | | $67,500 | | $51,750 | | $(12,847) | | — | | $180,639 | | Peter C. Enns | | $67,039 | | $50,885 | | $30,494 | | — | | $329,056 | | ||||||||||
| John W. Keogh | | $386,356 | | $451,627 | | $(2,469,472) | | — | | $11,951,016 | | John W. Keogh | | $403,592 | | $471,711 | | $1,447,608 | | — | | $14,273,928 | | ||||||||||
| Paul J. Krump4 5 | | $271,380 | | $313,656 | | $66,311 | | — | | $7,322,387 | | John J. Lupica | | $355,823 | | $414,388 | | $3,020,689 | | — | | $21,610,472 | | ||||||||||
| John J. Lupica | | $338,346 | | $394,015 | | $(4,135,115) | | — | | $17,819,572 | | Juan Luis Ortega | | $207,846 | | $236,815 | | $256,182 | | — | | $2,225,443 | | ||||||||||
| Sean Ringsted | | $116,250 | | $232,500 | | $222,994 | | — | | $5,728,978 | |
Name | | | CCAP Excess Benefit Plan Earnings | | | Deferred Compensation Earnings | | | Appreciation and Dividends on Deferred RSUs | | | ESOP Excess Benefit Plan Earnings | | | Total | |
Paul J. Krump | | | $12,204 | | | $(406,963) | | | $438,975 | | | $22,095 | | | $66,311 | |
| | | Chubb Limited | |
| Name | | Cash Severance | | Medical Continuation1 | | Retirement Plan Continuation | | Value of Accelerated & Continued Equity and Performance Awards2 | | Name | | Cash Severance | | Medical Continuation1 | | Retirement Plan Continuation | | Value of Accelerated & Continued Equity and Performance Awards2 | | ||||||||
| Evan G. Greenberg | | | | | | | | | | Evan G. Greenberg | | | | | | | | | | ||||||||
| Separation without cause | | $16,733,333 | | $49,408 | | — | | $33,780,788 | | Separation without cause | | $19,333,333 | | $32,144 | | — | | $31,092,063 | | ||||||||
| Change in control | | — | | — | | — | | $47,225,706 | | Change in control | | — | | — | | — | | $48,047,487 | | ||||||||
| Separation for cause | | — | | — | | — | | — | | Separation for cause | | — | | — | | — | | — | | ||||||||
| Retirement | | — | | — | | — | | — | | Retirement | | — | | — | | — | | — | | ||||||||
| Death or disability | | — | | — | | — | | $47,225,706 | | Death or disability | | — | | — | | — | | $48,047,487 | | ||||||||
| Peter C. Enns | | | | | | | | | | Peter C. Enns | | | | | | | | | | ||||||||
| Separation without cause | | $4,692,500 | | $35,996 | | — | | $3,818,271 | | Separation without cause | | $4,931,000 | | $39,223 | | — | | $5,185,330 | | ||||||||
| Change in control | | — | | — | | — | | $6,399,484 | | Change in control | | — | | — | | — | | $8,129,884 | | ||||||||
| Separation for cause | | — | | — | | — | | — | | Separation for cause | | — | | — | | — | | — | | ||||||||
| Retirement | | — | | — | | — | | — | | Retirement | | — | | — | | — | | — | | ||||||||
| Death or disability | | — | | — | | — | | $6,399,484 | | Death or disability | | — | | — | | — | | $8,129,884 | | ||||||||
| John W. Keogh | | | | | | | | | | John W. Keogh | | | | | | | | | | ||||||||
| Separation without cause | | $7,883,000 | | $36,200 | | — | | $12,911,004 | | Separation without cause | | $8,671,400 | | $39,428 | | — | | $13,077,849 | | ||||||||
| Change in control | | — | | — | | — | | $18,982,835 | | Change in control | | — | | — | | — | | $20,661,957 | | ||||||||
| Separation for cause | | — | | — | | — | | — | | Separation for cause | | — | | — | | — | | — | | ||||||||
| Retirement | | — | | — | | — | | — | | Retirement | | — | | — | | — | | — | | ||||||||
| Death or disability | | — | | — | | — | | $18,982,835 | | Death or disability | | — | | — | | — | | $20,661,957 | | ||||||||
| Paul J. Krump | | | | | | | | | | John J. Lupica | | | | | | | | | | ||||||||
| Separation without cause | | — | | — | | — | | — | | Separation without cause | | $7,659,333 | | $39,347 | | — | | $9,869,716 | | ||||||||
| Change in control | | — | | — | | — | | $9,487,304 | | Change in control | | — | | — | | — | | $15,286,936 | | ||||||||
| Separation for cause | | — | | — | | — | | — | | Separation for cause | | — | | — | | — | | — | | ||||||||
| Retirement | | — | | — | | — | | — | | Retirement | | — | | — | | — | | — | | ||||||||
| Death or disability | | — | | — | | — | | $9,487,304 | | Death or disability | | — | | — | | — | | $15,286,936 | | ||||||||
| John J. Lupica | | | | | | | | | | Juan Luis Ortega | | | | | | | | | | ||||||||
| Separation without cause | | $7,022,467 | | $36,029 | | — | | $9,444,684 | | Separation without cause | | — | | — | | — | | — | | ||||||||
| Change in control | | — | | — | | — | | $14,122,441 | | Change in control | | — | | — | | — | | $5,481,201 | | ||||||||
| Separation for cause | | — | | — | | — | | — | | Separation for cause | | — | | — | | — | | — | | ||||||||
| Retirement | | — | | — | | — | | — | | Retirement | | — | | — | | — | | — | | ||||||||
| Death or disability | | — | | — | | — | | $14,122,441 | | Death or disability | | — | | — | | — | | $5,481,201 | | ||||||||
| Sean Ringsted | | | | | | | | | | ||||||||||||||||||
| Separation without cause | | — | | — | | — | | — | | ||||||||||||||||||
| Change in control | | — | | — | | — | | $5,694,549 | | ||||||||||||||||||
| Separation for cause | | — | | — | | — | | — | | ||||||||||||||||||
| Retirement | | — | | — | | — | | — | | ||||||||||||||||||
| Death or disability | | — | | — | | — | | $5,694,549 | |
| Chubb Limited | | | |
| This is a Bermuda-based employees who are also employed by a United States employer participate in the Plan. | | | • Contributions to this plan are made where Internal Revenue Code provisions limit the contributions of these employees under the Chubb US 401(k) Plan. • Contributions credited to this supplemental plan mirror the employee contributions and employer matching contributions that would have been made under the Chubb US 401(k) Plan and the non-discretionary 6% employer contribution that would have been made under the Chubb US 401(k) Plan but for the limits imposed by the Internal Revenue Code. • Vesting: Upon completion of two years of service, a participant vests in the employer contributions under this supplemental plan. • Distributions: After termination of employment, regardless of age or reason for termination. Distributions are generally made, or commence, if elected to be paid over more than one year, in February of the year following the participant’s termination of employment, subject to restrictions imposed by Internal Revenue Code Section 409A. • Chubb credits employer contributions once each year for participants employed on December 31. | |
| | | Chubb Limited | |
| Compensation Plan This is a | | | • Participants generally elect the time and form of payment at the same time that they elect to defer compensation. Participants may elect: – to receive distributions at a specified date or at termination of employment; – to receive distributions in the form of a lump sum or periodic payments; – a different distribution date and form of payment each time they elect to defer compensation. The new date and payment form will apply to the compensation that is the subject of the new deferral election. • For plan amounts subject to Internal Revenue Code Section 409A, the plan imposes additional requirements on the time and form of payments. • Chubb credits employer contributions once each year for participants employed on December 31. • The plan also credits employer contributions that would have been made or credited to the Chubb US 401(k) Plan or the Chubb US Supplemental Retirement Plan if the employee had received the compensation rather than electing to defer it, subject to the same vesting period as those plans. | |
| This is a nonqualified deferred compensation sub-plan of | | | • • – to receive distributions at a specified date or at termination of employment; – to receive distributions in the form of a lump sum – to receive a distribution upon a change in control; and – a different distribution date and form of • • Earnings or losses credited to a participant’s notional plan account are | |
| This is a | | | • The plan provides for a • • | |
| |
| Chubb Limited | | | |
| | | Chubb Limited | |
| Year | | Summary Compensation Table total for PEO(a) | | Compensation actually paid to PEO(a)(b) | | Average Summary Compensation Table total for non-PEO named executive officers(a) | | Average compensation actually paid to non-PEO named executive officers(a)(c) | | | Value of fixed td00 investment based on(d) | | | Net income (in millions) | | Core operating income (in millions) | | Year | | Summary Compensation Table total for PEO(a) | | Compensation actually paid to PEO(a)(b) | | Average Summary Compensation Table total for non-PEO named executive officers(a) | | Average compensation actually paid to non-PEO named executive officers(a)(c) | | | Value of fixed td00 investment based on(d) | | | Chubb net income (in millions) | | Core operating income (in millions) | | ||||||||||||||||
| Total shareholder return | | Peer group total shareholder return | | | Total shareholder return | | Peer group total shareholder return | | |||||||||||||||||||||||||||||||||||||||||||
| 2022 | | $25,152,070 | | $44,160,566 | | $8,148,565 | | $12,454,746 | | $150.44 | | $133.77 | | $5,313 | | $6,457 | | 2023 | | $27,661,317 | | $35,703,017 | | $7,867,777 | | $9,453,265 | | $156.73 | | $142.44 | | $9,028 | | $9,337 | | ||||||||||||||||
| 2021 | | $23,181,184 | | $42,028,742 | | $7,014,834 | | $10,960,083 | | $129.69 | | $115.42 | | $8,539 | | $5,569 | | 2022 | | $25,152,070 | | $44,160,566 | | $8,148,565 | | $12,454,746 | | $150.44 | | $133.77 | | $5,246 | | $6,429 | | ||||||||||||||||
| 2020 | | $20,328,167 | | $14,619,607 | | $6,700,291 | | $5,454,658 | | $101.42 | | $93.94 | | $3,533 | | $3,313 | | 2021 | | $23,181,184 | | $42,028,742 | | $7,014,834 | | $10,960,083 | | $129.69 | | $115.42 | | $8,525 | | $5,586 | | ||||||||||||||||
| 2020 | | $20,328,167 | | $14,619,607 | | $6,700,291 | | $5,454,658 | | $101.42 | | $93.94 | | $3,533 | | $3,313 | |
| Year | | Core operating return on equity | | Core operating return on tangible equity | | P&C combined ratio | | Tangible book value per share growth | | Year | | Core operating return on equity | | Core operating return on tangible equity | | P&C combined ratio | | Tangible book value per share growth | | ||||||||
| 2022 | | 11.2% | | 17.2% | | 87.6% | | -23.5% | | 2023 | | 15.4% | | 24.2% | | 86.5% | | 21.3% | | ||||||||
| 2021 | | 9.9% | | 15.3% | | 89.1% | | 7.6% | | 2022 | | 11.1% | | 17.0% | | 87.6% | | -20.4% | | ||||||||
| 2020 | | 6.2% | | 9.8% | | 96.1% | | 12.2% | | 2021 | | 9.9% | | 15.3% | | 89.1% | | 7.6% | | ||||||||
| 2020 | | 6.2% | | 9.8% | | 96.1% | | 12.2% | |
| Year | | Summary Compensation Table total | | Stock and option awards granted during year and included in the Summary Compensation Table | | Year-end fair value of stock and option awards granted during year and included in the Summary Compensation Table | | Change in fair value of stock and option awards granted in any prior year remaining unvested as of year-end | | Change in fair value as of the vesting date of stock and option awards granted in any prior year | | Year-end fair value of Premium Award shares at the end of three-year performance period1 | | Total | | Year | | Summary Compensation Table total | | Stock and option awards granted during year and included in the Summary Compensation Table | | Year-end fair value of stock and option awards granted during year and included in the Summary Compensation Table | | Change in fair value of stock and option awards granted in any prior year remaining unvested as of year-end | | Change in fair value as of the vesting date of stock and option awards granted in any prior year | | Year-end fair value of Premium Award shares at the end of three-year performance period1 | | Total | | ||||||||||||||
| 2022 | | $25,152,070 | | $(14,647,433) | | $18,365,019 | | $6,082,084 | | $1,955,057 | | $7,253,769 | | $44,160,566 | | 2023 | | $27,661,317 | | $(15,650,006) | | $16,955,424 | | $423,109 | | $(2,704,453) | | $9,017,626 | | $35,703,017 | | ||||||||||||||
| 2021 | | $23,181,184 | | $(13,121,951) | | $16,059,140 | | $7,561,095 | | $1,856,572 | | $6,492,703 | | $42,028,742 | | 2022 | | $25,152,070 | | $(14,647,433) | | $18,365,019 | | $6,082,084 | | $1,955,057 | | $7,253,769 | | $44,160,566 | | ||||||||||||||
| 2020 | | $20,328,167 | | $(12,042,356) | | $13,053,849 | | $(53,169) | | $(11,308,342) | | $4,641,458 | | $14,619,607 | | 2021 | | $23,181,184 | | $(13,121,951) | | $16,059,140 | | $7,561,095 | | $1,856,572 | | $6,492,703 | | $42,028,742 | | ||||||||||||||
| 2020 | | $20,328,167 | | $(12,042,356) | | $13,053,849 | | $(53,169) | | $(11,308,342) | | $4,641,458 | | $14,619,607 | |
| Chubb Limited 2024 Proxy Statement | | | 133 | |
| Year | | Summary Compensation Table total | | Stock and option awards granted during year and included in the Summary Compensation Table | | Year-end fair value of stock and option awards granted during year and included in the Summary Compensation Table | | Change in fair value of stock and option awards granted in any prior year remaining unvested as of year-end | | Change in fair value as of the vesting date of stock and option awards granted in any prior year | | Year-end fair value of Premium Award shares at the end of three-year performance period1 | | Total2 | | Year | | Summary Compensation Table total | | Stock and option awards granted during year and included in the Summary Compensation Table | | Year-end fair value of stock and option awards granted during year and included in the Summary Compensation Table | | Change in fair value of stock and option awards granted in any prior year remaining unvested as of year-end | | Change in fair value as of the vesting date of stock and option awards granted in any prior year | | Year-end fair value of Premium Award shares at the end of three-year performance period1 | | Total2 | | ||||||||||||||
| 2022 | | $8,148,565 | | $(4,134,431) | | $5,183,762 | | $1,497,256 | | $459,212 | | $1,300,382 | | $12,454,746 | | 2023 | | $7,867,777 | | $(3,829,366) | | $4,169,896 | | $95,118 | | $(494,626) | | $1,644,466 | | $9,453,265 | | ||||||||||||||
| 2021 | | $7,014,834 | | $(3,592,519) | | $4,424,191 | | $1,665,948 | | $357,278 | | $1,090,350 | | $10,960,083 | | 2022 | | $8,148,565 | | $(4,134,431) | | $5,183,762 | | $1,497,256 | | $459,212 | | $1,300,382 | | $12,454,746 | | ||||||||||||||
| 2020 | | $6,700,291 | | $(3,121,085) | | $3,383,235 | | $(14,102) | | $(2,435,364) | | $941,683 | | $5,454,658 | | 2021 | | $7,014,834 | | $(3,592,519) | | $4,424,191 | | $1,545,637 | | $357,278 | | $1,210,662 | | $10,960,083 | | ||||||||||||||
| 2020 | | $6,700,291 | | $(3,121,085) | | $3,383,235 | | $(14,102) | | $(2,435,364) | | $941,683 | | $5,454,658 | |
| Most Important Financial Performance Measures | |
| Core operating income | |
| Core operating return on equity | |
| Core operating return on tangible equity | |
| P&C combined ratio | |
| Tangible book value per share growth | |
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| 136 | | | Chubb Limited 2024 Proxy Statement | |
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| Chubb Limited 2024 Proxy Statement | | | 143 | |
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| 146 | | | Chubb Limited 2024 Proxy Statement | |
| Chubb Limited | | | |
(in millions of U.S. dollars, except share and per share data) | | Full Year 2022 | | Full Year 2021 | | Full Year 2020 | | % Change 22 vs 21 | | | Full Year 2023 | | As Adjusted Full Year 2022 | | As Adjusted Full Year 2021 | | Full Year 2020 | | % Change 23 vs 22 | | |||||||||
Net income, as reported | | $5,313 | | $8,539 | | $3,533 | | -37.8% | | ||||||||||||||||||||
Chubb net income | | $9,028 | | $5,246 | | $8,525 | | $3,533 | | 72.1% | | ||||||||||||||||||
Amortization of fair value adjustment of acquired invested assets and long-term debt, pre-tax | | (20) | | (64) | | (95) | | | | | 5 | | (20) | | (64) | | (95) | | | | |||||||||
Tax benefit on amortization adjustment | | 1 | | 11 | | 17 | | | | ||||||||||||||||||||
Tax (expense) benefit on amortization adjustment | | (8) | | 1 | | 11 | | 17 | | | | ||||||||||||||||||
Cigna integration expenses, pre-tax | | (48) | | — | | — | | | | | (69) | | (48) | | — | | — | | | | |||||||||
Tax benefit on Cigna integration expenses | | 10 | | — | | — | | | | | 14 | | 10 | | — | | — | | | | |||||||||
Adjusted realized gains (losses), pre-tax1 | | (954) | | 1,160 | | (499) | | | | | (539) | | (1,074) | | 1,038 | | (499) | | | | |||||||||
Net realized gains (losses) related to unconsolidated entities, pre-tax2 | | (262) | | 2,134 | | 821 | | | | | 422 | | (262) | | 2,134 | | 821 | | | | |||||||||
Tax (expense) benefit on adjusted net realized gains (losses) | | | 129 | | (271) | | (24) | | | | | | 173 | | 130 | | (271) | | (24) | | | | |||||||
Market risk benefits gains (losses), pre- and after-tax | | | (307) | | 80 | | 91 | | — | | | | | ||||||||||||||||
Core operating income | | | $6,457 | | $5,569 | | $3,313 | | | 15.9% | | | | $9,337 | | $6,429 | | $5,586 | | $3,313 | | | 45.2% | | |||||
Denominator: Adj. wtd. avg. shares outstanding and assumed conversions | | | 423,527,444 | | 443,197,278 | | 453,441,512 | | | | | | | 414,202,568 | | 423,527,444 | | 443,197,278 | | 453,441,512 | | | | | |||||
Diluted earnings per share | | | | | | | | | | ||||||||||||||||||||
Net income | | $12.55 | | $19.27 | | $7.79 | | -34.9% | | ||||||||||||||||||||
Diluted earnings per share: | | | | | | | | | | | | ||||||||||||||||||
Chubb net income | | $21.80 | | $12.39 | | | | | | 75.9% | | ||||||||||||||||||
Amortization of fair value adjustment of acquired invested assets and long-term debt, net of tax | | (0.04) | | (0.12) | | (0.17) | | | | | (0.01) | | (0.04) | | | | | | | | |||||||||
Cigna integration expenses, net of tax | | (0.09) | | — | | — | | | | | (0.13) | | (0.09) | | | | | | | | |||||||||
Adjusted net realized gains (losses), net of tax | | | (2.56) | | 6.83 | | 0.65 | | | | | | 0.14 | | (2.85) | | | | | | | | |||||||
Market risk benefits gains (losses), net of tax | | | (0.74) | | 0.19 | | | | | | | | | ||||||||||||||||
Core operating income | | $15.24 | | $12.56 | | 7.31 | | 21.3% | | | $22.54 | | $15.18 | | | | | | 48.5% | | |
| | | Chubb Limited | |
(in millions of U.S. dollars, except ratios) | | Full Year 2022 | | Full Year 2021 | | Full Year 2020 | | | Full Year 2023 | | As Adjusted Full Year 2022 | | Full Year 20211 | | Full Year 2020 | | |||||||
Net income | | $5,313 | | $8,539 | | $3,533 | | ||||||||||||||||
Chubb net income | | $9,028 | | $5,246 | | $8,539 | | $3,533 | | ||||||||||||||
Core operating income | | $6,457 | | $5,569 | | $3,313 | | | $9,337 | | $6,429 | | $5,569 | | $3,313 | | |||||||
Equity-beginning of period, as reported | | $59,714 | | $59,441 | | $55,259 | | | $50,519 | | $58,328 | | $59,441 | | $55,259 | | |||||||
Less: unrealized gains (losses) on investments, net of deferred tax | | | 2,256 | | 4,673 | | 2,543 | | | (7,279) | | 2,256 | | 4,673 | | 2,543 | | ||||||
Less: changes in current discount rate on FPB, net of deferred tax | | (75) | | (1,399) | | — | | — | | ||||||||||||||
Less: changes in instrument-specific credit risk on MRB, net of deferred tax | | | (24) | | (57) | | — | | — | | |||||||||||||
Equity-beginning of period, as adjusted | | | $57,458 | | $54,768 | | $52,716 | | | | $57,897 | | $57,528 | | $54,768 | | $52,716 | | |||||
Less: goodwill and other intangible assets, net of tax | | | 19,456 | | 19,916 | | 20,012 | | |||||||||||||||
Equity-beginning of period, as adjusted, excluding goodwill and other intangible assets | | | $38,002 | | $34,852 | | $32,704 | | |||||||||||||||
Less: Chubb goodwill and other intangible assets, net of tax | | | 20,455 | | 19,456 | | 19,916 | | 20,012 | | |||||||||||||
Equity-beginning of period, as adjusted, excluding Chubb goodwill and other intangible assets | | | $37,442 | | $38,072 | | $34,852 | | $32,704 | | |||||||||||||
Equity-end of period, as reported | | $50,540 | | $59,714 | | $59,441 | | | $59,507 | | $50,519 | | $59,714 | | $59,441 | | |||||||
Less: unrealized gains (losses) on investments, net of deferred tax | | | (7,279) | | 2,256 | | 4,673 | | | (4,177) | | (7,279) | | 2,256 | | 4,673 | | ||||||
Less: changes in current discount rate on FPB, net of deferred tax | | 51 | | (75) | | — | | — | | ||||||||||||||
Less: changes in instrument-specific credit risk on MRB, net of deferred tax | | | (22) | | (24) | | — | | — | | |||||||||||||
Equity-end of period, as adjusted | | | $57,819 | | $57,458 | | $54,768 | | | | $63,655 | | $57,897 | | $57,458 | | $54,768 | | |||||
Less: goodwill and other intangible assets, net of tax | | | 20,605 | | 19,456 | | 19,916 | | |||||||||||||||
Equity-end of period, as adjusted, excluding goodwill and other intangible assets | | | $37,214 | | $38,002 | | $34,852 | | |||||||||||||||
Less: Chubb goodwill and other intangible assets, net of tax | | | 23,853 | | 20,455 | | 19,456 | | 19,916 | | |||||||||||||
Equity-end of period, as adjusted, excluding Chubb goodwill and other intangible assets | | | $39,802 | | $37,442 | | $38,002 | | $34,852 | | |||||||||||||
Weighted average equity, as reported | | $55,127 | | $59,578 | | $57,350 | | | $55,013 | | $54,424 | | $59,578 | | $57,350 | | |||||||
Weighted average equity, as adjusted | | $57,639 | | $56,113 | | $53,742 | | | $60,776 | | $57,713 | | $56,113 | | $53,742 | | |||||||
Weighted average equity, as adjusted, excluding goodwill and other intangible assets | | $37,608 | | $36,427 | | $33,778 | | ||||||||||||||||
Weighted average equity, as adjusted, excluding Chubb goodwill and other intangible assets | | $38,622 | | $37,757 | | $36,427 | | $33,778 | | ||||||||||||||
ROE | | 9.6% | | 14.3% | | 6.2% | | | 16.4% | | 9.6% | | 14.3% | | 6.2% | | |||||||
Core operating ROTE | | 17.2% | | 15.3% | | 9.8% | | | 24.2% | | 17.0% | | 15.3% | | 9.8% | | |||||||
Core operating ROE | | 11.2% | | 9.9% | | 6.2% | | | 15.4% | | 11.1% | | 9.9% | | 6.2% | |
| Chubb Limited 2024 Proxy Statement | | | 149 | |
| | Full Year 2022 | | Full Year 2021 | | Full Year 2020 | | | Full Year 2023 | | Full Year 2022 | | Full Year 2021 | | Full Year 2020 | | |||||||
Combined ratio | | 87.6% | | 89.1% | | 96.1% | | | 86.5% | | 87.6% | | 89.1% | | 96.1% | | |||||||
Add: impact of gains and losses on crop derivatives | | | 0.0% | | 0.0% | | 0.0% | | | | 0.0% | | 0.0% | | 0.0% | | 0.0% | | |||||
P&C combined ratio | | 87.6% | | 89.1% | | 96.1% | | | 86.5% | | 87.6% | | 89.1% | | 96.1% | | |||||||
Less: Catastrophe losses | | 5.9% | | 7.1% | | | | ||||||||||||||||
Less: Prior period development | | | (2.5)% | | (2.8)% | | | | | ||||||||||||||
Less: catastrophe losses | | 4.5% | | 5.9% | | | | | | ||||||||||||||
Less: prior period development | | | (1.9)% | | (2.5)% | | | | | | | ||||||||||||
CAY P&C combined ratio excluding CATs | | 84.2% | | 84.8% | | | | | 83.9% | | 84.2% | | | | | | |
(in millions of U.S. dollars) | | Full Year 2022 | | Full Year 2021 | | | Full Year 2023 | | Full Year 2022 | | % Change 23 vs 22 | | |||||
Net investment income | | $3,742 | | $3,456 | | | $4,937 | | $3,742 | | 31.9% | | |||||
Less: Amortization expense of fair value adjustment on acquired invested assets | | (41) | | (84) | | ||||||||||||
Add: Other income (expense) from private equity partnerships | | | 240 | | 179 | | |||||||||||
Less: amortization expense of fair value adjustment on acquired invested assets | | (21) | | (41) | | | | ||||||||||
Add: other income (expense) from private equity partnerships | | | 385 | | 240 | | | | | ||||||||
Adjusted net investment income | | $4,023 | | $3,719 | | | $5,343 | | $4,023 | | 32.8% | | |
| 150 | | | Chubb Limited 2024 Proxy Statement | |
(in millions of U.S. dollars, except share and per share data) | | | December 31, 2022 | | | December 31, 2021 | | | December 31, 2020 | | | December 31, 2019 | | | % Change | | ||||||
| 22 vs 21 | | | 21 vs 20 | | | 20 vs 19 | | ||||||||||||||
Shareholders’ equity | | | $50,540 | | | $59,714 | | | $59,441 | | | $55,331 | | | | | | | | | | |
Less: goodwill and other intangible assets, net of tax | | | 20,605 | | | 19,456 | | | 19,916 | | | 20,012 | | | | | | | | | | |
Numerator for tangible book value per share | | | $29,935 | | | $40,258 | | | $39,525 | | | $35,319 | | | | | | | | | | |
Denominator: shares outstanding | | | 414,594,856 | | | 426,572,612 | | | 450,732,625 | | | 451,971,567 | | | | | | | | | | |
Book value per common share | | | $121.90 | | | $139.99 | | | $131.88 | | | $122.42 | | | -12.9% | | | 6.1% | | | 7.7% | |
Tangible book value per common share | | | $72.20 | | | $94.38 | | | $87.69 | | | $78.14 | | | -23.5% | | | 7.6% | | | 12.2% | |
(in millions of U.S. dollars, except share and per share data) | | | December 31, 2023 | | | As Adjusted December 31, 2022 | | | As Adjusted December 31, 2021 | | | % Change | | |||
| 23 vs 22 | | | 22 vs 21 | | |||||||||||
Chubb shareholders’ equity | | | $59,507 | | | $50,519 | | | $58,328 | | | | | | | |
Less: Chubb goodwill and other intangible assets, net of tax | | | 23,853 | | | 20,455 | | | 19,456 | | | | | | | |
Numerator for tangible book value per share | | | $35,654 | | | $30,064 | | | $38,872 | | | | | | | |
Denominator: shares outstanding | | | 405,269,637 | | | 414,594,856 | | | 426,572,612 | | | | | | | |
Book value per common share | | | $146.83 | | | $121.85 | | | $136.74 | | | 20.5% | | | -10.9% | |
Tangible book value per common share | | | $87.98 | | | $72.51 | | | $91.13 | | | 21.3% | | | -20.4% | |
(in millions of U.S. dollars, except share and per share data) | | | December 31, 20211 | | | December 31, 2020 | | | December 31, 2019 | | | % Change | | |||
| 21 vs 20 | | | 20 vs 19 | | |||||||||||
Chubb shareholders’ equity | | | $59,714 | | | $59,441 | | | $55,331 | | | | | | | |
Less: Chubb goodwill and other intangible assets, net of tax | | | 19,456 | | | 19,916 | | | 20,012 | | | | | | | |
Numerator for tangible book value per share | | | $40,258 | | | $39,525 | | | $35,319 | | | | | | | |
Denominator: shares outstanding | | | 426,572,612 | | | 450,732,625 | | | 451,971,567 | | | | | | | |
Book value per common share | | | $139.99 | | | $131.88 | | | $122.42 | | | 6.1% | | | 7.7% | |
Tangible book value per common share | | | $94.38 | | | $87.69 | | | $78.14 | | | 7.6% | | | 12.2% | |
| Chubb Limited 2024 Proxy Statement | | | 151 | |
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Chubb Limited Employee Stock Purchase Plan Amended and Restated Effective as of February 22, 2024 Table of Contents | | | | | | | | | ||
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| Chubb Limited 2024 Proxy Statement | | | A-1 | |
| | | Chubb Limited | |
(in millions of U.S. dollars, except share and per share data) | | | December 31, 2022 | | | December 31, 2021 | | | % Change | |
Book value | | | $50,540 | | | $59,714 | | | | |
Less: AOCI | | | (10,193) | | | 350 | | | | |
Book value excluding AOCI | | | $60,733 | | | $59,364 | | | | |
Tangible book value | | | 29,935 | | | 40,258 | | | | |
Less: Tangible AOCI | | | (9,287) | | | 1,078 | | | | |
Tangible book value excluding tangible AOCI | | | $39,222 | | | $39,180 | | | | |
Denominator: shares outstanding | | | 414,594,856 | | | 426,572,612 | | | | |
Book value per share excluding AOCI | | | $146.49 | | | $139.16 | | | 5.3% | |
Tangible book value per share excluding tangible AOCI | | | $94.60 | | | $91.85 | | | 3.0% | |
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| Chubb Limited |
| | A-3 | |
shares of stock or other securities or property, or the Company shall distribute securities of another corporation to its shareholders, then, subject to the requirements of Code section 423, there shall be substituted for the shares subject to outstanding rights to purchase Stock under the Plan an appropriate number of shares of each class of stock or amount of other securities or property which were distributed to the shareholders of the Company in respect of such shares. 3.4. Limit on Distribution. Distribution of shares of Stock or other amounts under the Plan shall be subject to the following: (a) Notwithstanding any other provision of the Plan, the Company shall have no liability to issue any shares of Stock under the Plan unless such delivery or distribution would comply with all applicable laws and the applicable requirements of any securities exchange or similar entity. (b) In the case of a Participant who is subject to Section 16(a) and 16(b) of the Securities Exchange Act of 1934 (“Exchange Act”), the Committee may, at any time, add such conditions and limitations with respect to such Participant as the Committee, in its sole discretion, deems necessary or desirable to comply with Section 16(a) or 16(b) and the rules and regulations thereunder or to obtain any exemption therefrom. (c) To the extent that the Plan provides for issuance of certificates to reflect the transfer of shares of Stock, the transfer of such shares may, at the direction of the Committee, be effected on a non-certificated basis, to the extent not prohibited by the provisions of Rule 16b-3 of the Exchange Act, applicable local law, the applicable rules of any stock exchange, or any other applicable rules. 3.5. Withholding. All benefits under the Plan are subject to withholding of all applicable taxes. 3.6. Transferability. Except as otherwise permitted under Code section 424 and Rule 16b-3 of the Exchange Act, neither the amount of any payroll deductions made with respect to a Participant’s compensation nor any Participant’s rights to purchase shares of Stock under the Plan may be pledged or hypothecated, nor may they be assigned or transferred other than by will and the laws of descent and distribution. During the lifetime of the Participant, the rights provided to the Participant under the Plan may be exercised only by the Participant. 3.7. Limitation of Implied Rights. (a) Neither a Participant nor any other person shall, by reason of the Plan, acquire any right in or title to any assets, funds or property of the Employers whatsoever, including, without limitation, any specific funds, assets, or other property which the Employers, in their sole discretion, may set aside in anticipation of a liability under the Plan. A Participant shall have only a contractual right to the amounts, if any, payable under the Plan, unsecured by any assets of the Employers. Nothing contained in the Plan shall constitute a guarantee by any of the Employers that the assets of the Employers shall be sufficient to pay any benefits to any person. (b) The Plan does not constitute a contract of employment, and participation in the Plan will not give any employee the right to be retained in the employ of an Employer or any Related Company, nor any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms of the Plan. Except as otherwise provided in the Plan, no right to purchase shares under the Plan shall confer upon the holder thereof any right as a shareholder of the Company prior to the date on which he fulfills all service requirements and other conditions for receipt of such rights. 3.8. Evidence. Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information which the person acting on it considers pertinent and reliable, and signed, made or presented by the proper party or parties. 3.9. Action by Employers. Any action required or permitted to be taken by any Employer shall be by resolution of its board of directors, or by action of one or more members of the board (including a committee of the board) who are duly authorized to act for the board, or (except to the extent prohibited by the provisions of Rule 16b-3 of the Exchange Act, applicable local law, the applicable rules of any stock exchange, or any other applicable rules) by a duly authorized officer of the Employer. 3.10. Gender and Number. Where the context admits, words in any gender shall include any other gender, words in the singular shall include the plural and the plural shall include the singular. Section 4. Committee 4.1. Administration. The authority to control and manage the operation and administration of the Plan shall be vested in a committee (the “Committee”) in accordance with this Section 4. 4.2. Selection of Committee. The Committee shall be selected by the Board, and shall consist of not less than two members of the Board, or such greater number as may be required for compliance with Rule 16b-3 of the Exchange Act. Unless otherwise designated by the Board, the Committee shall be the Compensation Committee of the Board. | |||||
| A-4 | | | Chubb Limited | |
The Board may, at any time, amend or terminate the Plan, provided that, subject to subsection 3.3 (relating to certain adjustments to shares), no amendment or termination may adversely affect the rights of any Participant or beneficiary with respect to shares that have been purchased prior to the date such amendment is adopted by the Board. No amendment of the Plan may be made without approval of the Company’s shareholders to the extent that such approval is required to maintain compliance with the requirements of Code section 423. Section 6. Defined Terms For purposes of the Plan, the terms listed below shall be defined as follows: (a) Compensation. Unless otherwise specified by the Committee prior to the start of a Subscription Period, the term “Compensation” means the regular base salary paid to a Participant by an Employer for the applicable period specified in Section 2.2. The following items of compensation shall not be included in base salary: (i) all overtime payments, bonuses, commissions, profit-sharing distributions, payments relating to stock options or other equity-based awards and other incentive-type payments, and (ii) any and all contributions made on the Participant’s behalf by the Company or any Related Company under any employee benefit or welfare plan now or hereafter established. (b) Dollars. As used in the Plan, the term “dollars” or numbers preceded by the symbol “$” shall mean amounts in United States Dollars. | |||||
| Chubb Limited | | | A-5 | |
(c) Employer. The Company and each Related Company which, with the consent of the Company, adopts the Plan for the benefit of its eligible employees are referred to collectively as the “Employers” and individually as an “Employer”. (d) Fair Market Value. The “Fair Market Value” of a share of Stock of the Company as of any date shall be the closing market composite price for such Stock as reported for the New York Stock Exchange — Composite Transactions on that date or, if Stock is not traded on that date, on the next preceding date on which Stock was traded. (e) Participant. The term “Participant” means any employee of an Employer who is eligible and elects to participate pursuant to the provisions of Section 2. (f) Related Companies. The term “Related Company” means any company during any period in which it is a “subsidiary corporation” (as that term is defined in Code section 424(f)) with respect to the Company. | |||||
| A-6 | | | Chubb Limited | |