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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549​
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.      )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☒  Preliminary Proxy Statement
☐  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐  Definitive Proxy Statement
☐  Definitive Additional Materials
☐  Soliciting Material Pursuant to § 240.14a-12
Chubb Limited
​
(Name of Registrant as Specified in its Charter)​
   
​
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒  No fee required
☐  Fee paid previously with preliminary materials
☐  Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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​ ​ ​ ​
Notice of Chubb Limited 2022 Annual General Meeting of Shareholders​
 ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​
Date and Time
May 19, 2022, 2:45 p.m.
Central European Time
​ ​
Place
Chubb Limited
Bärengasse 32
CH-8001, Zurich
Switzerland
​ ​
Record Date
March 25, 2022, except
as provided in “Who is entitled to vote?” in this proxy statement
​ ​
Proxy Mailing Date
On or about April 6, 2022
 ​ ​ ​ ​
Agenda
​
​
1
Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2021
​
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
Amendment to the Articles of Association relating to authorized share capital for general purposes
​
10
Reduction of share capital
​
11
Approval of the maximum compensation of the Board of Directors and Executive Management
​
11.1
Compensation of the Board of Directors until the next annual general meeting
​
11.2
Compensation of Executive Management for the next calendar year
​
12
Advisory vote to approve executive compensation under U.S. securities law requirements
​
13
Shareholder proposal regarding a policy restricting underwriting of new fossil fuel supplies
​
14
Shareholder proposal regarding a report on greenhouse gas emissions
​
 ​
​ ​ ​ ​
​
Notice of Internet availability of proxy materials: Shareholders of record are being mailed, on or around April 6, 2022, a Notice of Internet Availability of Proxy Materials providing instructions on how to access the proxy materials and our Annual Report on the Internet, and if they prefer, how to request paper copies of these materials.
Due to the coronavirus (COVID-19) pandemic and in accordance with COVID-19 regulations issued by the Swiss government, in-person attendance at the Annual General Meeting by shareholders is not permitted, and shareholders may only exercise their voting rights by providing proxy voting instructions in advance of the Annual General Meeting. See “Information About the Annual General Meeting and Voting” in this proxy statement for further information, including how to vote your shares.
By Order of the Board of Directors,
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Joseph F. Wayland
Executive Vice President, General Counsel and Secretary
April  , 2022
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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Table of
Contents
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TABLE OF CONTENTS​
​ Corporate Governance ​ ​ ​ ​ 53 ​ ​
​ ​ ​ ​ ​ 53 ​ ​
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TABLE OF CONTENTS​
 
Proxy Summary
   
This summary highlights information discussed in more detail elsewhere in this proxy statement. We hope that the information we have provided in these summary pages assists you to better understand and evaluate our meeting agenda, corporate governance and executive compensation program.
Shareholders should read the entire proxy statement and our 2021 Annual Report on Form 10-K before voting.
References in this proxy statement to “$” and “USD” are to United States dollars and references to “CHF” are to Swiss francs. References to “we”, “us”, “our”, “Chubb” or the “Company” are to Chubb Limited.
Forward-looking statements made in this proxy statement, such as those related to Company performance, growth opportunities, commitments and initiatives, and our expectations and intentions and other statements that are not historical facts, reflect our current views with respect to future events and financial performance and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties that could cause actual results to differ materially, including, without limitation, factors identified in our other filings with the U.S. Securities and Exchange Commission (SEC).
Our discussion in this proxy statement includes certain financial measures, including those considered in connection with compensation decisions, that are not presented in accordance with generally accepted accounting principles in the U.S. (U.S. GAAP), known as non-GAAP financial measures. These non-GAAP financial measures include core operating income, core operating return on equity, core operating return on tangible equity, P&C combined ratio and tangible book value per share. Core operating income is net of tax, whether or not explicitly noted. More information on the rationale for the use of these measures and reconciliations to U.S. GAAP can be found in “Non-GAAP Financial Measures” on page 128 of this proxy statement.
References to our website in this proxy statement are for informational purposes only, and the information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this proxy statement.
​
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Chubb Limited 2022 Proxy Statement
 ​
TABLE OF CONTENTS​
Proxy Summary
2022 Annual General Meeting
​
​ Date and Time
May 19, 2022, 2:45 p.m.
Central European Time 		​ ​ Place
Chubb Limited
Bärengasse 32
CH-8001, Zurich
Switzerland 		​ ​ Record Date
March 25, 2022, except as provided in “Who is entitled to vote?” in this proxy statement 		​ ​
Mailing Date
On or about April 6, 2022
 ​
Meeting Agenda and Board Voting Recommendations
​
Meeting Agenda
​ ​
Board Vote
Recommendation
​ ​
Page
Reference
 ​
​
1
Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2021
​
 ​ ​
For
 ​ ​
14
​
​
2
Allocation of disposable profit and distribution of a dividend from reserves
​
 ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​
2.1
Allocation of disposable profit
​
 ​ ​
For
 ​ ​
15
​
​ ​ ​ ​
2.2
Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve)
​
 ​ ​
For
 ​ ​
16
​
​
3
Discharge of the Board of Directors
​
 ​ ​
For
 ​ ​
18
​
​
4
Election of Auditors
​
 ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​
4.1
Election of PricewaterhouseCoopers AG (Zurich) as our statutory auditor
​
 ​ ​
For
 ​ ​
19
​
​ ​ ​ ​
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
 ​ ​
19
​
​ ​ ​ ​
4.3
Election of BDO AG (Zurich) as special audit firm
​
 ​ ​
For
 ​ ​
21
​
​
5
Election of the Board of Directors
​
 ​ ​
For each nominee
 ​ ​
22
​
​
6
Election of the Chairman of the Board of Directors
​
 ​ ​
For
 ​ ​
30
​
​
7
Election of the Compensation Committee of the Board of Directors
​
 ​ ​
For each nominee
 ​ ​
32
​
​
8
Election of Homburger AG as independent proxy
​
 ​ ​
For
 ​ ​
33
​
​
9
Amendment to the Articles of Association relating to authorized share capital for general purposes
​
 ​ ​
For
 ​ ​
34
​
​
10
Reduction of share capital
​
 ​ ​
For
 ​ ​
36
​
​
11
Approval of the maximum compensation of the Board of Directors and Executive Management
​
 ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​
11.1
Compensation of the Board of Directors until the next annual general meeting
​
 ​ ​
For
 ​ ​
38
​
​ ​ ​ ​
11.2
Compensation of Executive Management for the next calendar year
​
 ​ ​
For
 ​ ​
40
​
​
12
Advisory vote to approve executive compensation under U.S. securities law requirements
​
 ​ ​
For
 ​ ​
44
​
​
13
Shareholder proposal regarding a policy restricting underwriting of new fossil
fuel supplies
​
 ​ ​
Against
 ​ ​
46
​
​
14
Shareholder proposal regarding a report on greenhouse gas emissions
​
 ​ ​
Against
 ​ ​
49
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Chubb Limited 2022 Proxy Statement
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3
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TABLE OF CONTENTS
Proxy Summary
Director Nominee Information
​
Our director nominee slate is comprised of 12 current members of our Board of Directors and one new nominee. Each of our director nominees stands for election to a one-year term annually. See Agenda Item 5 for additional information on our director nominees.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Current Committee Membership
​
​
Nominee
​ ​
Age
​ ​
Director
Since
​ ​
Principal Occupation
​ ​
Executive​
​ ​
Nominating
& Governance​
​ ​
Audit​
​ ​
Compensation​
​ ​
Risk &
Finance​
​
​ Evan G. Greenberg ​ ​
67
​ ​
2002
​ ​ Chairman and Chief Executive Officer,
Chubb Limited 		​ ​
Chair
 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ Michael P. Connors
Lead Director 		​ ​
66
​ ​
2011
​ ​ Chairman and Chief Executive Officer, Information Services Group, Inc. ​ ​
●
​ ​
●
​ ​ ​ ​ ​
●
​ ​ ​ ​
​ Michael G. Atieh ​ ​
68
​ ​
1991
​ ​ Retired Chief Financial and Business
Officer, Ophthotech Corporation 		​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
●
​
​ Kathy Bonanno ​ ​
59
​ ​
New Nominee
 ​ ​ Business Finance Officer,
Google Cloud 		​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ Sheila P. Burke ​ ​
71
​ ​
2016
​ ​ Faculty Research Fellow, John F.
Kennedy School of Government,
Harvard University 		​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
●
​
​
Mary Cirillo
​ ​
74
​ ​
2006
​ ​
Retired Executive Vice President and Managing Director, Deutsche Bank
​ ​
●
​ ​
Chair
 ​ ​ ​ ​ ​
●
​ ​ ​ ​
​ Robert J. Hugin ​ ​
67
​ ​
2020
​ ​ Former Chairman and Chief Executive Officer, Celgene Corporation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
●
​
​ Robert W. Scully ​ ​
72
​ ​
2014
​ ​ Retired Co-President, Morgan Stanley ​ ​
●
​ ​ ​ ​ ​
Chair
 ​ ​ ​ ​ ​ ​ ​
​
Theodore E. Shasta
​ ​
71
​ ​
2010
​ ​ Retired Partner,
Wellington Management Company 		​ ​ ​ ​ ​ ​ ​ ​
●
​ ​ ​ ​ ​ ​ ​
​ David H. Sidwell ​ ​
69
​ ​
2014
​ ​ Retired Chief Financial Officer,
Morgan Stanley 		​ ​ ​ ​ ​ ​ ​ ​
●
​ ​ ​ ​ ​ ​ ​
​ Olivier Steimer ​ ​
66
​ ​
2008
​ ​ Former Chairman,
Banque Cantonale Vaudoise 		​ ​
●
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Chair
 ​
​ Luis Téllez ​ ​
63
​ ​
2021
​ ​
Former Chairman and Chief Executive Officer, Mexican Stock Exchange
​ ​ ​ ​ ​ ​ ​ ​
●
​ ​ ​ ​ ​ ​ ​
​
Frances F. Townsend
​ ​
60
​ ​
2020
​ ​ Executive Vice President for Corporate Affairs, Corporate Secretary and Chief Compliance Officer, Activision Blizzard ​ ​
●
​ ​
●
​ ​ ​ ​ ​
Chair
 ​ ​ ​ ​
Governance Highlights
​
•
Majority-vote requirement for directors. The Board may not appoint directors to fill vacancies
​
•
Board of Directors independence
​
–
92.3% independent
​
–
Independent Lead Director with significant power and responsibility
​
–
All independent directors on Audit, Compensation, Nominating & Governance and Risk & Finance Committees
​
•
Board refreshment — 46% of directors have served for 8 years or less, 3 directors for two years or less, and 1 new nominee proposed for election
​
•
Shareholder ability to call a special meeting
​
•
Annual shareholder elections of Chairman and Compensation Committee
​
•
Commitment to productive and collaborative shareholder outreach
​
•
Significant shareholder approval power over director and executive compensation due to Swiss requirements, including separate votes on aggregate director and Executive Management compensation that are in addition to the SEC say-on-pay vote
​
•
Dedication to responsible Corporate Citizenship through philanthropic, environmental and social initiatives, with Board and senior management oversight
​
•
Robust governance structure around climate-related risk, opportunities and sustainability activities
​
•
Published our first report adopting the Task Force on Climate-related Financial Disclosures framework (TCFD Report) in 2021, which included public support for a global transition to a net zero economy by 2050
​
•
Active Board and committee oversight of risk and enterprise risk management framework
​
​
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4
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Chubb Limited 2022 Proxy Statement
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TABLE OF CONTENTS​
Proxy Summary
Compensation Highlights
​
How Our Compensation Program Works
​
​
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
​
 ​ ​
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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
​
–
Tangible book value per share growth
​
–
P&C combined ratio
​
–
Core operating return on equity
​
–
Core operating return on tangible equity
​
–
Core operating income
​
•
TSR modifier
​
•
Consideration of strategic achievements, including leadership and execution of key non-financial objectives
​
 ​ ​
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How We Paid
CEO total pay
•
$24.4 million, up 18.4% vs. 2020
​
•
Up 13% vs. 2019
​
Other NEO total pay
•
Up 24% on average vs. 2020 (comparison excludes Peter C. Enns and Philip V. Bancroft. Mr. Enns replaced Mr. Bancroft as Chief Financial Officer effective July 1, 2021)
​
 ​
Compensation Profile
​
Approximately 94% of the total direct compensation of our CEO and 88% of the total direct compensation of our other named executive officers* (NEOs) is variable or “at-risk.” Additionally, with respect to the annual long-term incentive equity award grant, in 2021 the Compensation Committee eliminated time-based restricted stock awards and moved to 100% performance-based vesting for the Chief Executive Officer (CEO), Chief Operating Officer (COO) and President, North America Insurance. Each of these executive’s annual equity award mix is now comprised entirely of performance shares and stock options. The percentage mix of performance shares was also increased to 75% for the other NEOs. The compensation components for each of our NEOs as considered by the Compensation Committee are summarized in the charts below. Further detail is provided in “2021 NEO Total Direct Compensation and Performance Summary” beginning on page 98.
CEO Total Direct Compensation
​
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Other NEOs Total Direct Compensation*
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* Excludes compensation of Mr. Bancroft, who retired as Chief Financial Officer of the Company effective July 1, 2021.
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Chubb Limited 2022 Proxy Statement
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5
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TABLE OF CONTENTS
Proxy Summary
Our CEO Compensation Process
​
Each year, the Compensation Committee sets a scorecard for the potential range of CEO compensation, with top-, middle- and low-end bands tied to achievement of specific financial, operational and strategic goals, considered together with TSR, as reflected in the following summary for 2021:
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Chubb Limited 2022 Proxy Statement
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TABLE OF CONTENTS
Proxy Summary
Pay-for-Performance Framework
​
Each NEO has an annual cash incentive and long-term incentive opportunity denominated as a multiple of base salary.
​ ​ ​ ​
Annual Cash Incentive
​ ​
Long-Term/Equity Incentive
​
​
CEO
 ​ ​ 0-6X base salary ​ ​ 0-12X base salary ​
​
Other NEOs
 ​ ​ 0-4X base salary ​ ​ 0-8X base salary ​
The Compensation Committee conducts a holistic review of overall performance, factoring in the context of a highly competitive global insurance environment.
How We Use Peer Groups
​
We utilize two peer groups in order to (1) assess our financial performance against key metrics relative to our P&C insurance industry peers with whom we compete for business (Financial Performance Peer Group) and (2) align our CEO compensation with companies of comparable size and complexity that we seek to be competitive with for talent and compensation purposes (Compensation Benchmarking Peer Group). The Compensation Committee reviews and assesses the peers in both groups at least annually.
​
Financial Performance
Peer Group
​ ​ ​
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 Financial Services Group
​
 ​ ​ ​
•
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.
​
 ​
Why Vote “For” Say-on-Pay?
​
In support of our Board’s recommendations that you vote “For” our Swiss and SEC say-on-pay proposals, we highlight the following key factors:
​
Excellent financial performance both in absolute terms and relative to peers, reflecting record earnings, underwriting results and investment income, as well as outstanding underlying fundamentals and premium growth, including:
 ​
•
Record net income and net income per share of $8.5 billion and $19.27, respectively, up from $3.5 billion and $7.79, respectively, in 2020
​
•
Record core operating income and core operating income per share of $5.6 billion and $12.56, respectively, up from $3.3 billion and $7.31, respectively, in 2020
​
•
Consolidated net premiums written of $38 billion, up 12% from 2020, including commercial lines growth of 17.7%. P&C net premiums written delivered the strongest organic growth in more than 15 years
​
•
Record pre-tax net investment income of $3.5 billion and adjusted net investment income of $3.7 billion
​
•
Industry-leading P&C combined ratio of 89.1% in 2021 compared to 96.1% in 2020. The current accident year P&C combined ratio excluding catastrophe losses was a record 84.8% in 2021 compared to 86.7% in 2020
​
•
Book and tangible book value per share up 6.1% and 7.6%, respectively, for the year
​
•
Return on equity (ROE) was 14.3% in 2021 compared to 6.2% in 2020; core operating ROE was 9.9% in 2021 compared to 6.2% in 2020.
​
For comparative purposes, 2021 core operating ROE adjusted for the impact of mark-to-market on private equity investments was 13.6%
•
Core operating return on tangible equity (ROTE) was 15.3% in 2021 compared to 9.8% in 2020. For comparative purposes, 2021 core operating ROTE adjusted for the impact of mark-to-market on private equity investments was 20.9%
​
•
One-year and three-year annualized TSR, which include stock price appreciation plus reinvested dividends, were 27.9% and 16.8%, respectively; cumulative three-year TSR was 59.4%
​
​
​
Chubb Limited 2022 Proxy Statement
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7
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TABLE OF CONTENTS
Proxy Summary
​ Successfully executed on significant strategic and operational goals and initiatives, including: ​
•
Capitalized on market conditions in commercial P&C by driving rate, growth and profitability while maintaining underwriting discipline and excellence in customer and partner service
​
•
Produced record financial performance and advanced strategic goals and initiatives in the midst of a continuing global pandemic
​
•
Advanced longer-term strategic objectives with our agreement to acquire Cigna’s accident and health and life insurance businesses in seven Asia-Pacific markets
​
•
Executed on China strategy by entering into agreements to increase stake in Huatai Insurance Group, a Chinese insurance company with more than 600 branches and approximately 19 million customers, which when completed would result in approximately 86.1% Chubb ownership
​
•
Established cyber advisory board of outside experts, and refined model and framework around risk mitigation and pricing for cyber insurance and natural catastrophes
​
•
Continued progress on digital transformation, putting the leadership talent, technical resources and organization in place and creating a strategic plan to transform how we do all aspects of our business in a digital age
​
•
Executed management changes and additions, leveraging existing capabilities and hiring to enhance leadership pipeline
​
•
Responded to the competitive recruiting environment and competition for talent that accelerated in 2021 by intensifying and executing on plans to retain and attract key talent
​
•
Further advanced diversity, equity and inclusion through specific plans focused on gender and racial equity and inclusive leadership in recruitment, career development and advancement opportunities to improve workforce diversity (see “Citizenship at Chubb” on page 58 for details)
​
•
Improved gender balance and racial diversity at the officer level and in early career hiring. Maintained strong focus on diversity in hiring and promotions at all levels
​
•
Continued to support a hybrid working model as an efficient means of conducting our business, and refined return to office protocols for safely bringing employees back to the office as soon as possible
​
•
Progressed climate change and sustainability-related initiatives, enhancing our governance structure around climate risk, opportunity and strategy, and publishing our first TCFD Report
​
​
​
8
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Chubb Limited 2022 Proxy Statement
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TABLE OF CONTENTS
Proxy Summary
Long-Term Performance Highlights
​
Chubb has a distinguished and consistent track record of performance and outperformance relative to its insurance industry peers. The following charts reflect our performance across key financial and operating measures starting in 2004 when Evan Greenberg became CEO of the Company.
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Source: SNL and company disclosures
​
Chubb Limited 2022 Proxy Statement
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9
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TABLE OF CONTENTS
Proxy Summary
Chubb Book Value per Share & Tangible Book Value per Share
​
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2021 Performance: Key Metrics and Strategic Achievements
​
The Compensation Committee evaluates our absolute and relative financial performance across the five key metrics detailed below, as well as TSR. The Committee reviews relative Company financial performance against the Financial Performance Peer Group. In performing this assessment, the Committee considered that Chubb’s reported core operating income, core operating ROE and core operating ROTE do not include realized gains and losses on private equity investments, while each other member of the peer group does include such realized gains and losses. Therefore, to allow for an accurate and undistorted comparison of Company performance relative to its peers, the Committee included realized gains and losses on private equity investments in the Company’s results to evaluate core operating income, core operating ROE and core operating ROTE against its peers.
On average across the key metrics, our performance relative to the Financial Performance Peer Group was at the 88th percentile. Based on reported results, which only for Chubb’s results excluded realized gains and losses on private equity investments, our performance on average was at the 68th percentile.
Overall 2021 financial performance was excellent and one of the best in our Company’s history, with record earnings, underwriting results and investment income, as well as excellent underlying revenue growth and outstanding fundamentals. On an absolute basis, the Company exceeded prior year performance on four of the five key metrics. On a relative basis, Chubb outperformed its peers on each of the key financial metrics, and significantly outperformed on four of the five metrics as detailed below. The Committee also recognized the strong TSR results relative to the peer group.
​
Tangible book value per share growth
​ ​ 7.6% ​ ​
Tangible book value per share performance exceeded each of our peers (100th percentile). Growth also exceeded plan but was below prior year.
​
​
P&C combined ratio
​ ​
89.1%
​ ​
P&C combined ratio performance was just below plan but improved from prior year and bettered each of our peers (100th percentile). Current accident year P&C combined ratio excluding catastrophe losses was better than plan and prior year, and was a record at 84.8%.
​
​
Core operating return on equity (ROE)
​ ​
9.9%
13.6% (adjusted
for private equity
investments)
​ ​
Core operating ROE performance was in line with plan and exceeded prior year. Performance was at the 59th percentile when adjusted for the impact of mark-to-market on private equity investments.
​
​
Core operating return on tangible equity (ROTE)
​ ​
15.3%
20.9% (adjusted
for private equity
investments)
​ ​
Core operating ROTE was below plan but exceeded prior year. Performance exceeded each of our peers (100th percentile) when adjusted for the impact of mark-to-market on private equity investments.
​
​
Core operating
income
​ ​
$5.6B
​ ​
Core operating income exceeded both plan and prior year. Core operating income growth was at the 83rd percentile when adjusted for the impact of mark-to-market on private equity investments and 80th percentile on a reported basis.
​
​ ​ ​ ​ ​ ​ ​ ​ ​
​
Total shareholder return
​ ​
27.9% 1-year
16.8% 3-year
​ ​
Our strong 1-year and 3-year annualized TSR each substantially exceeded prior year and were at the 67th and 66th percentiles, respectively, of our peer group. Our cumulative 3-year TSR was 59.4%.
​
​
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Chubb Limited 2022 Proxy Statement
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Proxy Summary
Moreover, Chubb continued to invest in its future through the successful execution of established and opportunistic strategic objectives, including capitalizing on market conditions, executing on growth initiatives both organically and through strategic acquisitions, furthering our digital and technological capabilities, enhancing organizational effectiveness and fulfilling our commitment to responsible Corporate Citizenship, including through our climate change and sustainability initiatives and activities. See “Why Vote ‘For’ Say-on-Pay?” beginning on page 7 for additional information on these achievements.
2021 Compensation Decisions
​
​
In determining the compensation direction of the Company and in setting the 2021 compensation for the CEO and other NEOs, the Compensation Committee considered the Company’s performance on key financial metrics on an absolute basis and relative to its Financial Performance Peer Group, progress and execution on operational and strategic objectives, and shareholder value creation.
When deciding 2021 variable pay for the CEO and other NEOs, including both cash bonuses and long-term incentive equity awards, the Compensation Committee recognized their outstanding leadership, sound judgment and steadfast focus, which drove record earnings, excellent premium revenue growth and underwriting margin improvement for 2021 while significantly strengthening our reserve positions.
The Compensation Committee determined to increase the CEO’s variable compensation reflecting the Company’s excellent financial performance, successful progress and execution on operational and strategic objectives, and strong shareholder value creation. The CEO’s long-term incentive equity award was increased by $2 million to $15.5 million, and in making such decision the Committee considered the forward-looking nature of such awards, consistent with the Company’s compensation practices linking pay with the long-term performance of the Company and aligning a significant portion of compensation with the creation of shareholder value. The Committee also determined to increase the CEO’s annual cash bonus by $1.8 million to $7.5 million, or an increase of $800,000 compared to 2019. The Committee again determined not to increase the CEO’s base salary, which has remained flat since 2015.
The Compensation Committee believes that 2021 compensation decisions for the CEO and other NEOs are reflective of the Company’s overall operating, strategic, financial and stock price performance, and thus are aligned with shareholders. Further details on the compensation decisions for the CEO and other NEOs are described in “2021 NEO Total Direct Compensation and Performance Summary” beginning on page 98.
The Compensation Committee’s and Board’s compensation decisions for 2021 reflect the Company’s philosophy to closely link pay to performance, ensuring that its leadership team remains highly motivated, and strongly aligning remuneration outcomes with the creation of shareholder value. The decisions also demonstrate the use of short- and long-term variable pay components to adjust compensation to reflect current year results and longer-term impacts. The success of this philosophy is demonstrated in this year’s excellent financial performance, both on an absolute basis and relative to Chubb’s Financial Performance Peer Group, as well as in long-term stock price performance. Over the past 18 years, under Evan Greenberg’s leadership, the Company has had outstanding growth in tangible book value per share, an industry-leading combined ratio and strong TSR as measured against its peers.
​
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Proxy Summary
2021 Summary Compensation Table Information
​
The table below sets forth 2021 compensation for our NEOs as calculated in accordance with applicable SEC regulations. Additional detail, including the full Summary Compensation Table which also includes 2020 and 2019 data and explanatory footnotes, can be found in the Executive Compensation section of this proxy statement.
​ 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
​ ​
$7,500,000
​ ​
$10,125,007
​ ​
$2,996,944
​ ​
—
​ ​
$1,159,233
​ ​
$23,181,184
 ​
​
Peter C. Enns*
Chief Financial Officer
​ ​
$649,846
​ ​
$1,404,500
​ ​
$3,080,272
​ ​
$513,532
​ ​
—
​ ​
$195,544
​ ​
$5,843,694
 ​
​
Philip V. Bancroft*
Former Chief Financial Officer
​ ​
$870,000
​ ​
$1,553,000
​ ​
$1,630,267
​ ​
$482,505
​ ​
—
​ ​
$458,851
​ ​
$4,994,623
 ​
​
John W. Keogh
President and
Chief Operating Officer
​ ​
$1,050,000
​ ​
$2,980,100
​ ​
$3,900,006
​ ​
$1,154,372
​ ​
—
​ ​
$464,594
​ ​
$9,549,072
 ​
​
Paul J. Krump
Vice Chairman, Global Underwriting and Claims
​ ​
$900,000
​ ​
$2,018,800
​ ​
$2,137,622
​ ​
$632,684
​ ​
$194,585
​ ​
$352,544
​ ​
$6,236,235
 ​
​
John J. Lupica
Vice Chairman;
President, North America Insurance
​ ​
$900,000
​ ​
$2,650,000
​ ​
$3,647,665
​ ​
$783,668
​ ​
—
​ ​
$469,214
​ ​
$8,450,547
 ​
​
*
Mr. Enns succeeded Mr. Bancroft as Chief Financial Officer of the Company on July 1, 2021. Stock awards and option awards in the table above for Mr. Enns reflect grants made to him in 2021 in connection with his commencement of employment with the Company.
​
Executive Compensation, Good Governance and Risk Management
​
Our executive compensation program and practices are consistent with our strong culture of good corporate governance and effective enterprise risk management. Our compensation practices take into account risk management and, through significant “at-risk” pay, performance-based vesting criteria, and other means, broadly align total compensation with the medium- and long-term financial results of the Company.
​
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.
​
 ​
Sound corporate governance through the institution or prohibition of certain policies and practices, as well as our Compensation Committee’s continuous oversight of our compensation program’s design and effectiveness, ensure that these key objectives are fulfilled.
Our corporate governance helps us mitigate and manage risks we face as an organization by providing a framework that guides how management runs the business and how our Board provides oversight. This is especially pertinent as it applies to our executive compensation program, and our Compensation Committee has taken steps to ensure that our program aligns with our corporate values and culture by adopting policies that discourage excessive risk-taking, ensure a stake in long-term Company performance and hold executives accountable for individual and Company performance.
​
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Proxy Summary
​
What We Do   [MISSING IMAGE: http://api.rkd.refinitiv.com/api/FilingsRetrieval3/.66709515.0001104659-22-036560tm2039233d2-icon_tickpn.jpg.ashx]
​ ​ ​
What We Don’t Do   [MISSING IMAGE: http://api.rkd.refinitiv.com/api/FilingsRetrieval3/.66709515.0001104659-22-036560tm2039233d2-icon_crosspn.jpg.ashx]
​
​
•
Substantial equity component to align pay with performance
​
•
Performance share awards subject to 3-year cliff vesting and two operating metrics (tangible book value per share growth and P&C combined ratio) that drive long-term shareholder value
​
•
Significant amount of at-risk pay (94% for CEO, 88% for other NEOs)
​
•
Significant mandatory share ownership requirements (CEO 7X base salary; other NEOs 4X base salary)
​
•
Independent compensation consultants at every Compensation Committee meeting
​
•
Double trigger change in control payout
​
•
Detailed individual performance criteria
​
•
Clawback of all incentive compensation (cash bonus and equity, vested and unvested) in certain circumstances
​
•
Peer groups reevaluated 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 special tax gross ups
​
•
No new pledging of Chubb shares owned by executive officers or directors
​
•
No excessive perquisites for executives
​
•
No multi-year guaranteed bonuses
​
•
No disproportionate supplemental pensions
​
•
No annual pro-rata vesting of performance share awards or second chance “look back” vesting
​
 ​
In developing and maintaining a compensation program that appropriately rewards pay for performance and drives shareholder value, our Compensation Committee periodically:
•
Reviews the components of total compensation and the appropriate level of compensation that should be variable or “at-risk” (for additional information on the components of total compensation, see “Compensation Profile” on page 5).
​
•
Analyzes our long-term equity awards so that vesting periods and terms are aligned with long-term shareholder interests.
​
•
Re-evaluates the composition of our Compensation Benchmarking and Financial Performance Peer Groups.
​
Our Compensation Committee works closely with our independent compensation consultants to analyze market data, review peer groups, evaluate trends in best practices and assist the Compensation Committee in determining the appropriate amount and forms of compensation paid to our executives.
The Compensation Committee may make changes to our compensation program based on its independent judgment, including upon the consideration of best practices and shareholder feedback.
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Agenda Item 1
Approval of the Management Report, Standalone Financial
Statements and Consolidated Financial Statements of Chubb Limited
for the Year Ended December 31, 2021
Agenda Item
​
Our Board of Directors is asking shareholders to approve Chubb Limited’s management report, standalone financial statements and consolidated financial statements for the year ended December 31, 2021.
Explanation
​
Under Swiss law, our management report, standalone financial statements and consolidated financial statements must be submitted to shareholders for approval or disapproval at each annual general meeting.
These items are all included in the Chubb Limited Annual Report for the fiscal year ended December 31, 2021 (the Annual Report), which is part of the proxy materials we provide. Specifically, the Annual Report contains:
•
the standalone Swiss statutory financial statements of Chubb Limited (which do not consolidate the results of operations for Chubb Limited’s subsidiaries);
​
•
the standalone Swiss statutory compensation report of Chubb Limited (the Swiss Compensation Report);
​
•
Chubb Limited’s consolidated financial statements for the year ended December 31, 2021;
​
•
the reports of our statutory auditor and independent registered public accounting firm; and
​
•
information on the Company’s business, organization and strategy (which forms the management report as defined under Swiss law).
​
Copies of our 2021 Annual Report and this proxy statement will be available to all shareholders entitled to vote at the May 19, 2022 annual general meeting of shareholders (the Annual General Meeting), on the Internet at http://www.envisionreports.com/CB on or about April 6, 2022.
The Company’s statutory auditor, PricewaterhouseCoopers AG, Zurich, Switzerland, has issued an unqualified recommendation to the Annual General Meeting that Chubb Limited’s statutory financial statements be approved.
PricewaterhouseCoopers AG has expressed its opinion that the financial statements for the year ended December 31, 2021 comply with Swiss law and the Company’s Articles of Association. They also confirmed that the proposed appropriation of available earnings complies with Swiss law and the Company’s Articles of Association, and has reported on other legal requirements.
PricewaterhouseCoopers AG has also issued an unqualified recommendation that the Company’s consolidated financial statements be approved. PricewaterhouseCoopers AG has expressed its opinion that the consolidated financial statements present fairly, in all material respects, the financial position of Chubb Limited as of December 31, 2021, and the results of operations and the cash flows for the year then ended, in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and comply with Swiss law, and has reported on other legal requirements.
Representatives of PricewaterhouseCoopers AG are expected to be present at the Annual General Meeting, will have an opportunity to make a statement if they wish and will also be available to answer questions.
What Happens If Shareholders Do Not Approve This Proposal?
​
If shareholders do not approve this proposal, then shareholders would be precluded from approving the allocation of disposable profit and distribution of a dividend as set out in Agenda Items 2.1 and 2.2.
​
Voting Requirement to Approve Agenda Item
​
The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.
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Agenda Item 2
Allocation of Disposable Profit and Distribution of a Dividend out of
Legal Reserves (by Way of Release and Allocation to a Dividend Reserve)
2.1 Allocation of disposable profit
​
Agenda Item
​
Our Board of Directors is asking shareholders to approve that the Company’s disposable profit (including the profit for the year and the other items as shown below and on Chubb Limited’s standalone financial statements) be carried forward.
The following table shows the appropriation of available earnings as proposed by the Board of Directors for the year ended December 31, 2021:
​ ​ ​ ​
(in millions of
Swiss francs)
 ​
​ Balance brought forward ​ ​
10,928
​
​ Profit for the year ​ ​
4,330
​
​ Cancellation of treasury shares ​ ​
(398)
​
​ Attribution to reserve for treasury shares ​ ​
447
​
​ Balance carried forward ​ ​
15,307
​
Explanation
​
Under Swiss law, the allocation of the Company’s profit or loss must be submitted to shareholders for approval or disapproval at each annual general meeting.
Our Board of Directors continues to believe that it is in the best interests of the Company and its shareholders to retain our earnings for future investment in the growth of our business, for share repurchases, for the possible acquisition
of other companies or lines of business, and for dividends out of legal reserves as described in this proxy statement.
Accordingly, the Board is proposing that all retained earnings at the disposal of the Annual General Meeting be carried forward. The Board is also proposing a dividend to shareholders under Agenda Item 2.2.
What Happens If Shareholders Do Not Approve This Proposal?
​
If the shareholders do not approve this proposal, then the Board will consider the reasons the shareholders did not approve the proposal, if known, and will call an extraordinary general meeting of shareholders for reconsideration of the proposal or a revised proposal.
Voting Requirement to Approve
Agenda Item
​
The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.
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Agenda Item 2
2.2. Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve)
​
Explanation
​
Our Board of Directors is requesting shareholder approval for an annual dividend of up to USD $3.32 per share, to be paid in installments as determined by the Board of Directors from a separate dividend reserve account. The separate dividend account would be in CHF in accordance with our Swiss statutory financial statements and Swiss law and is the same method approved at our annual general meeting last year. This reserve account would be larger, based on current exchange rates, than the maximum dividend amount we intend to pay out, in order to permit payment of the entire USD $3.32 per share even in the event of material currency fluctuations. Amounts remaining in the dividend reserve account following dividend payments would be returned to the capital contributions reserve as of the date of the 2023 annual general meeting.
Dividend Reserve
​
Under this proposed process for a dividend, shareholders fix an aggregate CHF amount to be allocated from our capital contributions reserves to a special reserve account, where the amount will be available for the payment of dividends.
Our Board of Directors has proposed that the maximum amount legally available to pay an annual dividend be CHF 2.2 billion. The amount reflects an annual dividend increase of USD $0.12 per Chubb Limited Common Share, par value CHF 24.15 per share (a Common Share). The maximum amount proposed to be legally available is the same amount requested and approved at last year’s annual general meeting.
If approved by shareholders, the maximum amount legally available to pay a dividend will be released from the capital contributions reserves account, a sub-account of legal reserves, and be segregated to a dividend reserve account. We refer to this amount in the dividend reserve account as the Dividend Reserve. While dividend payments would reduce the Dividend Reserve on our Swiss balance sheet, the payments are not required to be sourced from CHF-denominated assets; in fact, we typically source dividend payments from assets already denominated in USD or equivalent, thereby avoiding currency exchange expense.
Annual Dividend and Board Discretion
​
Following shareholder approval, the Board of Directors is authorized to use the Dividend Reserve to distribute a dividend to shareholders in installments up to a maximum of USD $3.32 per share (the Annual Dividend). The Board will determine the record and payment dates at which the Annual Dividend may be paid (or, if circumstances warrant, refrain
from paying it) in one or more installments, until the date of the 2023 annual general meeting.
The Board currently expects to pay the full USD $3.32 per share of the Annual Dividend in four equal quarterly installments of USD $0.83 each.
The total amount of dividends paid is limited to the amount of the Dividend Reserve expressed in Swiss Francs, which is required under Swiss law. The amount of the Dividend Reserve as proposed is high enough to permit payment of the full USD $3.32 per share Annual Dividend even if there are material currency fluctuations between the Swiss Franc and the U.S. dollar or the Company issues new shares. Should, however, these fluctuations or new share issuances result in payouts of the Annual Dividend that exceed the Dividend Reserve, the Annual Dividend’s installments would have to be capped accordingly. In the unlikely event that the Annual Dividend must be cut back in this way, our Board would propose payment of the unpaid amount in the dividend proposal at the next annual general meeting or call an extraordinary general meeting for that purpose.
Agenda Item
​
Our Board of Directors proposes:
(a)
that an aggregate amount equal to CHF 2,200,000,000 be released from the capital contribution reserves account, a sub-account of legal reserves, and allocated to a segregated dividend reserve account from capital contribution reserves (Dividend Reserve), and
​
(b)
to distribute a dividend to the shareholders up to an aggregate amount totaling USD $3.32 per Common Share from, and limited at a maximum to the amount of, the Dividend Reserve in one or more installments, in such amounts and on such record and payment dates as determined by the Board in its discretion.
​
If the Board of Directors deems it advisable for the Company, the Board of Directors shall be authorized to abstain (in whole or in part) from distributing a dividend in its discretion. The authorization of the Board of Directors to distribute the installments from the Dividend Reserve will expire on the date of the 2023 annual general meeting, on which date any balance remaining in the Dividend Reserve will be automatically reallocated to the capital contribution reserves account of legal reserves.
​
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Agenda Item 2
What Happens If Shareholders Do Not Approve This Proposal?
​
If the shareholders do not approve this proposal, then the Board will consider the reasons the shareholders did not approve the proposal, if known, and will call an extraordinary general meeting of shareholders for reconsideration of the proposal or a revised proposal.
Voting Requirement to Approve
Agenda Item
​
The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.
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Agenda Item 3
Discharge of the Board of Directors
Agenda Item
​
Our Board of Directors is asking shareholders to discharge the Board of Directors for the financial year ended
December 31, 2021.
Explanation
​
As is customary for Swiss corporations and in accordance with Article 698, para. 2, no. 5 of the Swiss Code of Obligations as well as Article 9, no. 4 of our Articles of Association, shareholders are requested to discharge the members of the Board of Directors from liability for their activities during the year ended December 31, 2021. This discharge is not for liability relating to facts that have not been disclosed to shareholders. Registered shareholders that do not vote in favor of this agenda item are not bound by the result for a period ending six months after the Annual General Meeting.
Voting Requirement to Approve Agenda Item
​
The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes, blank or invalid ballots or the votes of any member of or nominee to the Company’s Board of Directors, any executive officer of the Company or any votes represented by the Company, is required to approve this agenda item.
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Agenda Item 4
Election of Auditors
4.1 Election of PricewaterhouseCoopers AG (Zurich) as our statutory auditor
​
Agenda Item
​
Our Board of Directors is asking shareholders to elect PricewaterhouseCoopers AG (Zurich) as the Company’s statutory auditor for the financial year ending
December 31, 2022.
Explanation
​
Our shareholders must elect an audit firm supervised by the Swiss Federal Audit Oversight Authority as statutory auditor. The statutory auditor’s main task is to audit the standalone statutory financial statements and consolidated financial statements of Chubb Limited. Our Board of Directors has recommended that PricewaterhouseCoopers AG, Birchstrasse 160, CH-8050 Zurich, Switzerland (PwC AG), be elected as our statutory auditor for our consolidated financial statements and standalone statutory financial statements.
Representatives of PwC AG are expected to be present at the Annual General Meeting, will have an opportunity to make a statement if they wish and will also be available to answer questions.
For independent auditor fee information and information on our pre-approval policy of audit and non-audit services, see the explanation of Agenda Item 4.2. Please see the Audit Committee Report included in this proxy statement for additional information about our auditors.
Voting Requirement to Approve
Agenda Item
​
The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.
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4.2 Ratification of appointment of PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting
​
Agenda Item
​
Our Board of Directors is asking shareholders to ratify the appointment of PricewaterhouseCoopers LLP (Philadelphia, Pennsylvania, United States) as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
Explanation
​
Our Board of Directors and the Audit Committee recommend that our shareholders ratify the appointment of PricewaterhouseCoopers LLP, Two Commerce Square, Suite
1800, 2001 Market Street, Philadelphia, Pennsylvania, 19103, United States (PwC LLP), an affiliate of PwC AG, as our independent registered public accounting firm for purposes of U.S. securities law reporting. The Audit Committee recommends the appointment of our independent registered public accounting firm to the Board for ratification by our shareholders annually.
Our Audit Committee evaluates the qualification, performance and independence of our independent registered public accounting firm and periodically considers auditor rotation. In determining whether to reappoint the Company’s independent registered public accounting firm, the Audit Committee takes into consideration a number of factors, including the length of time the firm has been engaged, the
​
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Agenda Item 4
quality of the Audit Committee’s ongoing discussions with the firm, the firm’s global capabilities and depth of understanding of our businesses, and an assessment of the professional qualifications and past performance of the lead audit partner and their global audit team. The Audit Committee also evaluates the appropriateness of fees for audit and non-audit services, and reviews and approves both the audit scope and estimated fees for professional services for the coming year as well as the related pre-approval policy described below. Additionally, the Audit Committee reviews and approves the integrated annual joint audit plan prepared by PwC LLP and the Company’s internal auditor.
PwC LLP (or its predecessor Coopers & Lybrand LLP) has had a working association with the Company, and has had the responsibility for examining the consolidated financial statements of the Company and its subsidiaries, since 1985. Representatives of PwC LLP are expected to be present at the Annual General Meeting, will have an opportunity to make a statement if they wish and will also be available to answer questions.
Independent Auditor Fee Information
​
The following table presents fees for professional audit services rendered by PwC AG, PwC LLP and their affiliates, which we collectively refer to as PwC, for the audit of our annual consolidated financial statements for 2021 and 2020 and fees for other services rendered by PwC for such periods:
​ ​ ​ ​
2021
 ​ ​
2020
 ​
​ Audit fees1 ​ ​
$24,698,000
​ ​
$25,048,000
​
​ Audit-related fees2 ​ ​
1,795,000
​ ​
872,000
​
​ Tax fees3 ​ ​
2,280,000
​ ​
2,269,000
​
​ All other fees4 ​ ​
179,000
​ ​
257,000
​
​ Total ​ ​
$28,952,000
​ ​
$28,446,000
​
The fees in the table above include “out-of-pocket” expenses incurred by PwC and billed to the Company in connection with these services of $325,000 for 2021 and $260,000 for 2020.
1
Audit fees for the years ended December 31, 2021 and 2020 were for professional services rendered in connection with: the integrated audits of our consolidated financial statements and internal controls over financial reporting, the statutory and U.S. GAAP audits of various subsidiaries, and comfort letters and consents issued in connection with registration statements which we filed with the SEC.
​
2
Audit-related fees for the years ended December 31, 2021 and 2020 were for financial, accounting, or regulatory reporting matters ($1,428,000 for
​
2021 and $499,000 for 2020), internal control reviews ($367,000 for 2021 and $371,000 for 2020), and proxy disclosure agreed-upon procedures (nil for 2021 and $2,000 for 2020).​
3
Tax fees for the years ended December 31, 2021 and 2020 were for professional services rendered in connection with expatriate tax services ($1,000,000 for 2021 and $1,033,000 for 2020), tax compliance ($675,000 for 2021 and $754,000 for 2020), and tax planning ($605,000 for 2021 and $482,000 for 2020).
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4
All other fees for the years ended December 31, 2021 and 2020 were for professional services and expenses rendered in connection with software licensure fees ($9,000 for 2021 and $20,000 for 2020), industry market research and survey services ($29,000 for 2021 and Nil for 2020), and various compliance and other projects ($141,000 for 2021 and $237,000 for 2020).
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Pre-Approval Policy of Audit and Non-Audit Services
​
The Audit Committee has adopted the following policies and procedures for the pre-approval of all audit and permissible non-audit services provided by our independent auditor, PwC. The Audit Committee considers, among other things, whether the provision of specific non-audit services is permissible under existing law and whether it is consistent with maintaining the auditor’s independence.
Before engaging independent auditors for the next year’s audit, management will submit a list of services and related fees expected to be incurred during that year to the Audit Committee for approval. The Audit Committee will pre-approve and ratify the budgeted amount of fees within each of the categories and require management and the auditor to report actual fees versus the budget periodically throughout the year by category of service.
Either the Audit Committee Chair or the entire Audit Committee must pre-approve the provision of any significant additional audit and non-audit fees in excess of the budgeted amount. If the Audit Committee Chair pre-approves such amounts, it is reported to the entire Audit Committee at its next meeting. All fees related to internal control work are pre-approved by the Audit Committee before such services are rendered. The Audit Committee approved all of the 2021 fees described above pursuant to its pre-approval policies and procedures.
The Audit Committee also reviewed, at its December 2021 meeting, the audit services and non-audit services budgeted fees for 2022. The Audit Committee also reviewed all non-audit services provided in 2021 and concluded that the provision of such services was compatible with the maintenance of PwC’s independence in the conduct of its audit functions.
Please see the Audit Committee Report included in this proxy statement for additional information about our Audit Committee and PwC.
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Agenda Item 4
Voting Requirement to Approve Agenda Item
​
The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.
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4.3 Election of BDO AG (Zurich) as special audit firm
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Agenda Item
​
Our Board of Directors is asking shareholders to elect BDO AG, Schiffbaustrasse 2, CH-8005 Zurich, Switzerland as the Company’s special audit firm until our next annual general meeting.
Explanation
​
Under Swiss law, special reports by an audit firm supervised by the Swiss Federal Audit Oversight Authority are required in connection with certain corporate transactions, including certain types of increases in share capital. We have been informed that, because of the auditor independence requirements under U.S. federal securities laws, PwC AG cannot act as our special audit firm with respect to certain types of capital increases.
Voting Requirement to Approve Agenda Item
​
The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.
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Agenda Item 5
Election of the Board of Directors
Agenda Item
​
Our Board of Directors is asking shareholders to elect each of the director nominees listed below individually to the Board of Directors until our next annual general meeting.
Explanation
​
Under Swiss law and our Articles of Association, our shareholders elect all of our directors annually. Our Board may not appoint directors to fill vacancies.
Our Articles of Association state that the Board of Directors must consist of three to 20 members, the exact number to be determined by shareholders.
For more information about our Board of Directors, please see the “Corporate Governance” section of this proxy statement.
Our Director Nominating Process and Board Composition Criteria
​
Our Nominating & Governance Committee regularly reviews the current composition of the Board, including diversity, tenure, skills and qualifications. Based on their assessment, the Committee recommends director nominees to the Board.
Directors must demonstrate the highest personal and professional integrity and commitment to ethical and moral conduct, and must respect and reflect Chubb values and culture. Directors should also be able and prepared to provide wise and thoughtful counsel to management on strategy and the full range of potential issues facing the Company. They should represent all shareholders and not any special interest group or constituency. They also must have the time necessary to fully meet their duty of care to the shareholders and be willing to commit to service over the long term, if called upon.
Our Nominating & Governance Committee considers a variety of skills, qualifications, backgrounds and experiences in evaluating collective Board composition and assessing individual directors and director nominees, some of which are noted below. In addition to the specific expertise and experience identified below, other factors for Board consideration include professional reputation, integrity, collegiality and diversity of backgrounds and perspectives, as well as gender and racial diversity.  
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Skills, Qualifications and Experiences Criteria​
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•
Corporate Strategy
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•
CEO Experience or Similar
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•
Digital/Technology/IT
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•
Financial Literacy/Accounting
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•
Financial Services Industry
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 ​ ​
•
Governance/Compliance
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•
Government/Regulatory/Public Policy
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•
Insurance and Reinsurance Industry
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•
Global Business
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•
M&A/Business Development
​
 ​
The above is not an exhaustive list. Our Nominating & Governance Committee may consider these criteria and other additional criteria from time to time, and may adjust the importance of certain criteria based on factors including current Board composition and evolving business, governance, regulatory and other considerations.
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Agenda Item 5
Our Director Nominees
​
Our Board of Directors has nominated a slate of 13 director nominees, comprised of 12 current directors and one new nominee, for election to the Board of Directors. All directors will serve a one-year term from the 2022 Annual General Meeting until our next annual general meeting. There will be a separate vote on each nominee.
The current directors who are standing for re-election are Evan G. Greenberg, Michael P. Connors, Michael G. Atieh, Sheila P. Burke, Mary Cirillo, Robert J. Hugin, Robert W. Scully, Theodore E. Shasta, David H. Sidwell, Olivier Steimer, Luis Téllez and Frances F. Townsend. The new director nominee is Kathy Bonanno. One of our current directors, Eugene B. Shanks, Jr., is retiring from our Board of Directors at the expiration of his term as of the Annual General Meeting and is not standing for re-election. We thank Mr. Shanks for his many years of exemplary service on our Board of Directors.
Our Nominating & Governance Committee regularly considers and will continue to assess Board size, tenure and refreshment, and whether the Board has the right mix of skills, qualifications, backgrounds and experiences. We believe 13 directors is the appropriate size for the Board at this time.
Biographical information for each of the nominees is included below.
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Evan G. Greenberg
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Chairman and
Chief Executive Officer,
Chubb Limited
Age: 67
Years of Service: 20
Committee Memberships:
Executive (Chairman)
​ ​
Evan G. Greenberg was elected as our Chairman of the Board in May 2007. We appointed Mr. Greenberg as our President and Chief Executive Officer in May 2004 and as our President and Chief Operating Officer in June 2003. In April 2002, Mr. Greenberg was appointed to the position of Chief Executive Officer of ACE Overseas General. Mr. Greenberg joined the Company as Vice Chairman, ACE Limited, and Chief Executive Officer of ACE Tempest Re in November 2001. Prior to joining the Company, Mr. Greenberg was most recently President and Chief Operating Officer of American International Group, Inc. (AIG) from 1997 until 2000. From 1975 until 1997, Mr. Greenberg held a variety of senior management positions at AIG, including President and Chief Executive Officer of AIU, AIG’s foreign general insurance organization.
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.
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Agenda Item 5
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Michael P. Connors
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Chairman and
Chief Executive Officer,
Information Services Group, Inc.
Independent Lead Director
Age: 66
Years of Service: 11
Committee Memberships:
Compensation,
Nominating & Governance,
Executive
​ ​
Michael P. Connors is Chairman of the Board and Chief Executive Officer of Information Services Group, Inc., a technology insights, market intelligence and advisory services company. He is also a founder of that company. Mr. Connors served as a member of the Executive Board of VNU N.V., a worldwide media and marketing information company, from the merger of ACNielsen into VNU in 2001 until 2005, and he served as Chairman and Chief Executive Officer of VNU Media Measurement & Information Group and Chairman of VNU World Directories until 2005. He previously was Vice Chairman of the Board of ACNielsen from its spin-off from the Dun & Bradstreet Corporation in 1996 until 2001, was Senior Vice President of American Express Travel Related Services from 1989 until 1995, and before that was a Corporate Vice President of Sprint Corporation. Mr. Connors was during the past five years a member of the Board of Directors of Eastman Chemical Company.
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 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. He has also served as the chair of two compensation committees.
​
​
Michael G. Atieh
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Retired Chief Financial and
Business Officer,
Ophthotech Corporation
Age: 68
Years of Service: 31
Committee Memberships:
Risk & Finance
​ ​
Michael G. Atieh served as Executive Vice President and Chief Financial and Business Officer of Ophthotech Corporation (a biopharmaceutical company) from September 2014 until March 2016. From February 2009 until its acquisition in February 2012, Mr. Atieh was Executive Chairman of Eyetech Inc., a private specialty pharmaceutical company. He served as Executive Vice President and Chief Financial Officer of OSI Pharmaceuticals from June 2005 until December 2008. Mr. Atieh is currently a director of electroCore, Inc., a director and Chairman of the Audit Committee of Immatics N.V. and a director and Chairman of the Audit Committee of Oyster Point Pharma. He served as a member of the Board of Directors of Theravance Biopharma, Inc. from June 2014 to April 2015, and as a member of the Board of Directors and Chairman of the Audit Committee for OSI Pharmaceuticals from June 2003 to May 2005. Previously, Mr. Atieh served at Dendrite International, Inc. as Group President from January 2002 to February 2004 and as Senior Vice President and Chief Financial Officer from October 2000 to December 2001. He also served as Vice President of U.S. Human Health, a division of Merck & Co., Inc., from January 1999 to September 2000, as Senior Vice President — Merck-Medco Managed Care, L.L.C., an indirect wholly-owned subsidiary of Merck, from April 1994 to December 1998, as Vice President — Public Affairs of Merck from January 1994 to April 1994 and as Treasurer of Merck from April 1990 to December 1993.
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.
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Agenda Item 5
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Kathy Bonanno
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Business Finance Officer,
Google Cloud
Age: 59
Years of Service:
New Nominee
​ ​
Kathy Bonanno has served as Business Finance Officer of Google Cloud (cloud computing services) since August 2020. Prior to that, from April 2014 until July 2020, Ms. Bonanno held a variety of senior finance positions with Palo Alto Networks (cybersecurity), including Chief Financial Officer from November 2017 until July 2020, Senior Vice President, Finance, from November 2016 to November 2017, and Vice President, Finance, from April 2014 until November 2016. In her 30 years of business experience she also held a variety of senior finance roles at Symantec Corporation (cybersecurity) from July 2006 to March 2014, and was employed in a variety of roles, including Managing Director Investor Relations, at American Airlines from September 1987 to June 2006. Since August 2021, Ms. Bonanno has served as a consultant to Chubb’s Board of Directors (which role will terminate as of the Annual General Meeting).
Skills and Qualifications:
Ms. Bonanno’s significant financial and financial reporting experience, including as a former chief financial officer of a public company, would bring substantial value to our Board of Directors. Additionally, her extensive executive management experience with cloud computing and cybersecurity companies would provide insights, perspective and understanding of key digital, technology and cyber priorities and related risks for the Company both as an insurer and a large multinational company.
​
​
Sheila P. Burke
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Faculty Research Fellow, John F.
Kennedy School of Government,
Harvard University
Age: 71
Years of Service: 6
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 served as chair of its Corporate Governance & Nominating Committee and as a member of the Chubb Corp. board’s Executive Committee and Organization & Compensation Committee at the time of the merger with the Company. From 2004 to 2007, Ms. Burke served as Deputy Secretary and Chief Operating Officer of the Smithsonian Institution. Ms. Burke previously was Under Secretary for American Museums and National Programs, Smithsonian Institution, from June 2000 to December 2003. She was Executive Dean and Lecturer in Public Policy of the John F. Kennedy School of Government, Harvard University, from November 1996 until June 2000. Ms. Burke served as Chief of Staff to the Majority Leader of the U.S. Senate from 1985 to 1996. Ms. Burke was also previously a member of the board of directors of WellPoint, Inc. (now Anthem Inc.).
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 Board of Directors. In addition, her substantial experience on public, private and not-for-profit boards enables her to provide valuable oversight and guidance to our management on strategy, regulatory matters and risk management.
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Agenda Item 5
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Mary Cirillo​
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Retired Executive Vice President
and Managing Director,
Deutsche Bank
Age: 74
Years of Service: 16
Committee Memberships:
Nominating & Governance (Chair),
Compensation, Executive
​ ​
Mary Cirillo is a retired banking executive and former advisor to Hudson Venture Partners L.P. (venture capital). She served as Chairman of OPCENTER, LLC (help desk and network operations services) from 2000 to 2004. She was Chief Executive Officer of Global Institutional Services of Deutsche Bank from July 1999 until February 2000. Previously, she served as Executive Vice President and Managing Director of Bankers Trust Company (which was acquired by Deutsche Bank), which she joined in 1997. From 1977 to 1997, she was with Citibank, N.A., most recently serving as Senior Vice President. Ms. Cirillo previously served as a director of Thomson Reuters Corporation and as a director of DealerTrack Technologies.
Skills and Qualifications:
Ms. Cirillo has spent a career in software product development, business management in transaction service businesses and in commercial banking. She has developed and led global businesses and served as chief executive officer for various subsidiaries at two major financial institutions. She has also led major turnaround efforts in global financial institutions. Ms. Cirillo also has experience in private equity. This business experience allows Ms. Cirillo to bring financial services and technology leadership skills to the Board.
​
​
Robert J. Hugin
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Former Chairman and
Chief Executive Officer,
Celgene Corporation
Age: 67
Years of Service: 2
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. In the past five years Mr. Hugin previously served as a director of Allergan plc, Danaher Corporation and The Medicines Company.
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
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Retired Co-President,
Morgan Stanley
Age: 72
Years of Service: 8
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.
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Agenda Item 5
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Theodore E. Shasta
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Retired Partner,
Wellington Management Company
Age: 71
Years of Service: 12
Committee Memberships:
Audit
​ ​
Theodore E. Shasta is a Director of MBIA, Inc. and also serves as the Chair of its Audit Committee and a member of its Finance and Risk Committee, Compensation and Governance Committee and Executive Committee. Mr. Shasta was formerly a Senior Vice President and Partner of Wellington Management Company, a global investment advisor. Mr. Shasta joined Wellington Management Company in 1996 and specialized in the financial analysis of publicly-traded insurance companies and retired in June 2009. Prior to joining Wellington Management Company, Mr. Shasta was a Senior Vice President of Loomis, Sayles & Company (investment management). Before that, he served in various capacities with Dewey Square Investors and Bank of Boston. In total, Mr. Shasta spent 25 years covering the insurance industry as a financial analyst.
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 and perspective to the Board. 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.
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David H. Sidwell
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Retired Chief Financial Officer,
Morgan Stanley
Age: 69
Years of Service: 8
Committee Memberships:
Audit
​ ​
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, complementary to his role on the Audit Committee. 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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Agenda Item 5
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Olivier Steimer
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Former Chairman,
Banque Cantonale Vaudoise
Age: 66
Years of Service: 14
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 2010 to 2014, he was 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.
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Luis Téllez
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Former Chairman and
Chief Executive Officer,
Mexican Stock Exchange
Age: 63
Years of Service: 1
Committee Memberships:
Audit
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Luis Téllez was Chairman and CEO of the Mexican Stock Exchange (MSE) from May 2009 to December 2014. He served as Mexico’s Secretary of Communications and Transportation from 2006 to 2009 and Secretary of Energy from 1997 to 2000. He also served as Chief of Staff to President Ernesto Zedillo from 1994 to 1997. Since April 2015, he has led the operations in Mexico of KKR & Co. Inc. (a global investment firm) as Senior Advisor, Head of Mexico. From 2015 until March 2020, Mr. Téllez served as President of the NTT consulting firm Everis in Mexico (technology consulting), and since 2021 he has been a special advisor for NTT Data Services. Prior to the MSE, he was Managing Director of the Carlyle Group (investment firm) in Mexico (2003-2006) and Chief Executive Officer of Desc (2001-2003), a Mexican industrial conglomerate. Mr. Téllez was also Mexico’s Deputy Secretary of Agriculture from 1990 to 1993 and Head Economist at Mexico’s Treasury department from 1987 to 1990. Mr. Téllez earned a PhD in economics at the Massachusetts Institute of Technology. Mr. Téllez currently serves as a director of two public companies in Mexico, Cultiva and Grupo Aereoportuario del Pacífico, and was a director of Sempra Energy from 2010 until 2015.
Skills and Qualifications:
Mr. Téllez brings to the Board significant business, executive, public policy, government and international affairs expertise. His extensive experience and strong background in Latin America also provides the Board with valuable insights and perspectives on a key growth region for the Company. Mr. Téllez’s successful performance in board, executive and senior leadership positions over the past three decades in a variety of areas in both the private sector and public sector also provide additional value to understanding and providing oversight of the variety of business, legal and regulatory matters affecting the Company.
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Agenda Item 5
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Frances F. Townsend
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Executive Vice President for
Corporate Affairs, Corporate Secretary and Chief Compliance Officer,
Activision Blizzard
Age: 60
Years of Service: 2
Committee Memberships:
Compensation (Chair),
Nominating & Governance, Executive
​ ​
Frances F. Townsend is Executive Vice President for Corporate Affairs, Corporate Secretary and Chief Compliance Officer at Activision Blizzard (interactive gaming and entertainment), a company she has been with since December 2020. From October 2010 until December 2020, Ms. Townsend served at MacAndrews & Forbes Incorporated (a diversified holding company). At the time of her departure she was Vice Chairman, General Counsel and Chief Administrative Officer. From April 2009 to October 2010, Ms. Townsend was a partner at the law firm of Baker Botts LLP. Prior to that, she served as Assistant to President George W. Bush for Homeland Security and Counterterrorism and chaired the U.S. Homeland Security Council from May 2004 until January 2008. She also served as Deputy Assistant to the President and Deputy National Security Advisor for Combating Terrorism from May 2003 to May 2004. Prior to serving the President, Ms. Townsend was the first Assistant Commandant for Intelligence for the U.S. Coast Guard and spent 13 years at the U.S. Department of Justice in various senior positions. Ms. Townsend is a board member of the Council on Foreign Relations and the Trilateral Commission, and is currently a director of Freeport-McMoRan Inc. and Investcorp. During the past five years, Ms. Townsend served as a director of Scientific Games Corporation, SciPlay Corporation and The Western Union Company.
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. Ms. Townsend also has significant leadership experience through her various senior roles in U.S. government, including as chair of the U.S. Homeland Security Council. Ms. Townsend’s public board experience also contributes to her value as a director.
​
Voting Requirement to Approve Agenda Item
​
The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to elect each of the above nominees in this agenda item.
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Agenda Item 6
Election of the Chairman of the Board of Directors
Agenda Item
​
Our Board of Directors is asking shareholders to elect Evan G. Greenberg as Chairman of the Board of Directors until our next annual general meeting.
Explanation
​
Under Swiss law and our Articles of Association, the authority to elect the Chair of our Board of Directors is vested with our shareholders, who elect a Chair from the directors elected under Agenda Item 5.
With the recommendation of our Nominating & Governance Committee, our Board of Directors has nominated our current Chairman, Mr. Evan G. Greenberg, for election by shareholders as the Chairman of the Board of Directors until our next annual general meeting. Biographical information regarding Mr. Greenberg is found under Agenda Item 5.
Mr. Greenberg has served as our Chairman since 2007, a period of sustained success for the Company. Under his leadership, the Company has created superior shareholder value. Between 2008, his first full year as Chairman, and 2021, our book value per share grew at a compound annual growth rate (CAGR) of 9.5% and our tangible book value per share CAGR was 8.7%.
In 2021, the Company delivered excellent financial results. Chubb produced record earnings, both on an absolute and per share basis, outstanding premium revenue growth, world-class underwriting performance as evidenced by its industry-leading P&C combined ratio, strong core operating ROE and core operating ROTE, and good tangible book value per share growth. At the same time, the Company actively pursued and accomplished many important strategic and operational initiatives in 2021 that we believe also position it for future revenue and earnings growth. These include entering into agreements to acquire Cigna’s A&H and life insurance businesses in seven Asia-Pacific markets and to increase our ownership in Huatai Insurance Group in China. The Company also effectively responded to the competitive recruiting environment in executing on talent acquisition and retention while continuing to advance diversity, equity and inclusion goals in recruitment, development and advancement opportunities. Further, the Company also advanced its Corporate Citizenship (ESG) principles, including publishing its first annual TCFD Report.
Annual Board Review of
Leadership Structure
​
Each year, the Board of Directors reviews its leadership structure and considers shareholder feedback. The Board of Directors (with Mr. Greenberg abstaining) has unanimously agreed that it is in the best interest of the Company and shareholders for Mr. Greenberg to continue in his role as Chairman of the Board for the upcoming year. The Board believes he has the skills and experience to best perform both the Chairman and CEO roles at this time.
Board Leadership: Our Independent
Lead Director
​
While Mr. Greenberg serves as Chairman, Board leadership comes also from our Lead Director, Mr. Michael P. Connors. Our Board structure provides for a strong Lead Director position to promote and foster effective director independence in deliberations and overall governance. The Lead Director provides a forum for independent director deliberation and feedback and helps assure that all Board members have the means to, and do, carry out their responsibilities in accordance with their fiduciary duties.
At every regular Board meeting, the Lead Director presides over an executive session with only the independent directors present. Our Nominating & Governance Committee, and the entire Board of Directors, regularly reviews our Board leadership structure, and in particular examines and reaffirms the significant authority and powers of our Lead Director. See “Corporate Governance — Board Leadership Structure” on page 62 of this proxy statement for more details on the powers and responsibilities of our Lead Director.
​
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Agenda Item 6
What Happens If Shareholders Do Not Approve This Proposal?
​
If the shareholders do not approve this proposal, then the Board will consider the reasons the shareholders did not approve the proposal, if known, and will call an extraordinary general meeting of shareholders for reconsideration of the proposal or a revised proposal.
Voting Requirement to Approve Agenda Item
​
The affirmative “FOR” vote of a majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.
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Agenda Item 7
Election of the Compensation Committee of the Board of Directors
Agenda Item
​
Our Board of Directors is asking shareholders to elect each of the director nominees Mary Cirillo, Michael P. Connors and Frances F. Townsend individually as members of the Compensation Committee until our next annual general meeting.
Explanation
​
Under Swiss law and our Articles of Association, authority to elect the members of the Compensation Committee of our Board of Directors is vested with our shareholders, who elect members of the Compensation Committee from the directors elected under Agenda Item 5.
Upon the recommendation of our Nominating & Governance Committee, our Board of Directors has nominated a slate of three nominees for election at the Annual General Meeting to the Compensation Committee of our Board of Directors until our next annual general meeting. Each of Mary Cirillo, Michael P. Connors and Frances F. Townsend is currently
serving on the Compensation Committee. Biographical information regarding each of the nominees may be found under Agenda Item 5.
The Board of Directors has unanimously agreed that service by each nominee to the Compensation Committee is in the best interest of the Company and the shareholders. Each of the nominees has been determined by the Nominating & Governance Committee and the Board of Directors to satisfy the Company’s Categorical Standards for Director Independence and related rules of the NYSE.
​
What Happens If Shareholders Do Not Approve This Proposal?
​
If the shareholders do not approve this proposal, then the Board will consider the reasons the shareholders did not approve the proposal, if known, and will call an extraordinary general meeting of shareholders for reconsideration of the proposal or a revised proposal.
Voting Requirement to Approve Agenda Item
​
The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to elect each of the above nominees in this agenda item.
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Agenda Item 8
Election of Homburger AG as Independent Proxy
Agenda Item
​
Our Board of Directors is asking shareholders to elect Homburger AG as the Company’s independent proxy until the conclusion of our next annual general meeting.
Explanation
​
Under Swiss law and our Articles of Association, shareholders have the authority to elect an independent proxy. Swiss law does not permit other forms of institutional proxies such as corporate proxies (appointing an officer or another representative of the Company) or depositary bank representatives as defined under Swiss law.
The independent proxy’s main task is to exercise the voting rights granted to it by shareholders in accordance with shareholder instructions. The independent proxy will not
make statements, submit proposals or ask questions of the Board of Directors on behalf of shareholders.
Our Board of Directors has recommended that Homburger AG, Prime Tower, Hardstrasse 201, CH-8005 Zurich, Switzerland be elected as our independent proxy until the conclusion of our next annual general meeting. Homburger AG is a Swiss law firm.
​
What Happens If Shareholders Do Not Approve This Proposal?
​
If the shareholders do not approve this proposal, then the Board will consider the reasons the shareholders did not approve the proposal, if known, and will call an extraordinary general meeting of shareholders for reconsideration of the proposal or a revised proposal.
Voting Requirement to Approve Agenda Item
​
The affirmative “FOR” vote of a majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.
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Agenda Item 9
Amendment to the Articles of Association Relating to Authorized Share Capital for General Purposes
Agenda Item
​
Our Board of Directors is asking shareholders to approve an amendment to Article 6(a) of the Articles of Association (as set out below) to authorize our Board of Directors to increase the Company’s share capital within two years following the Annual General Meeting to a maximum amount equal to CHF 4,830,000,000, which amount would be divided into 200,000,000 shares.
Explanation
​
The authorized share capital for general purposes approved by our shareholders at our 2020 annual general meeting
(CHF 4,830,000,000 or 200,000,000 Common Shares) expires on May 20, 2022. Under Swiss law, shareholder authorization for share capital only lasts for two years.
In order for us to continue to have the authority to issue Common Shares in the future for general purposes we are seeking to amend Article 6(a) of our Articles of Association. The amendment would provide for an amount of authorized share capital equal to the amount last approved by shareholders in 2020 and would be available until May 19, 2024. This new authorized share capital would represent approximately 44.8% of our share capital assuming Agenda Item 10 (Reduction of Share Capital) is approved at the Annual General Meeting. If necessary, we would reduce the authorized share capital in the event of a further share capital reduction so that it remains no more than 50% of our share capital.
The authorized share capital approved pursuant to this agenda item, or as may otherwise be approved by our shareholders, will be available for issuance at such times and for such purposes as our Board of Directors may deem advisable without further action by shareholders, except as may be required by applicable laws or regulations, including NYSE requirements. For example, the additional authorized share capital will be available for issuance in connection with financings, acquisitions of other companies, stock dividends, raising capital following significant catastrophes that would otherwise have a material effect on Chubb’s balance sheet or financial condition, or other corporate purposes.
We believe this is an important step to help ensure that our Board of Directors can adapt and react to a changing economic climate, business challenges including increased catastrophes, and opportunities in capital and other relevant markets. The authorized share capital provision provides flexibility to account for potential risks and uncertainties inherent in the insurance business and is consistent with the Company’s
global peers. Except for Common Shares issuable pursuant to the Company’s employee benefit and director compensation programs, the Company at this time does not have any current plans or commitments to issue Common Shares. The Board does not intend to issue any stock except on terms or for reasons which the Board deems to be in the best interests of the Company and its shareholders.
If this agenda item is approved, we would nevertheless seek shareholder approval for share issuances to the extent required under NYSE rules. Under current NYSE rules, shareholder approval is generally required to issue Common Shares or securities convertible into or exercisable for Common Shares in one or a series of related transactions if such Common Shares represent 20% or more of the voting power or outstanding Common Shares of the Company before that issuance. However, Common Shares issued for cash in a public offering are excluded from this shareholder approval requirement, as are Common Shares issued for cash in any other offering at an NYSE-defined minimum price. NYSE rules also require shareholder approval for an issuance of shares that would result in a change of control of the Company, as well as for stock issuances in connection with certain benefit plans or related party transactions.
In addition to any NYSE requirements, if shareholders approve this agenda item, the Company will nevertheless undertake not to issue more than 10% of our share capital pursuant to Article 6 during the two-year period that the share capital authorization contained in Article 6 remains in effect without either providing Chubb’s shareholders with the opportunity to exercise preemptive rights or seeking specific shareholder approval for such issuance. This undertaking by Chubb applies only to Common Shares issued pursuant to the authorization of share capital for general purposes set forth in Article 6, and not to Common Shares issued pursuant to conditional share capital authorizations that otherwise exist under the Articles of Association.
​
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Agenda Item 9
As a Swiss company, Chubb Limited is required to submit both the English and the (authoritative) German versions of the proposed amendment to its Articles of Association, pursuant to which Article 6(a) of the Articles of Association would read as follows:
Artikel 6 Genehmigtes Kapital zu allgemeinen Zwecken
​ ​
Article 6 Authorized Share Capital for General Purposes
​
a)
Der Verwaltungsrat ist ermächtigt, das Aktienkapital jederzeit bis zum 19. Mai 2024 im Maximalbetrag von CHF 4’830’000’000 durch Ausgabe von höchstens 200’000’000 vollständig zu liberierenden Namenaktien mit einem Nennwert von CHF 24.15 je Aktie zu erhöhen.
​
 ​ ​
a)
The Board of Directors is authorized to increase the share capital from time to time until May 19, 2024 by an amount not exceeding CHF 4,830,000,000 through the issue of up to 200,000,000 fully paid up registered shares with a nominal value of CHF 24.15 each.
​
 ​
[b)—d) bleiben unverändert.] ​ ​ [b)—d) remain unchanged.] ​
As noted above, the authorized share capital allows the Company to limit or withdraw its shareholders’ preemptive rights in specified and limited circumstances. Article 6 of the Articles of Association contains the following paragraphs, which remain unchanged:
“b)
Increases through firm underwriting or in partial amounts are permitted. The issue price, the date of dividend entitlement, the type of consideration (including the contribution or underwriting in kind) as well as the allocation of non-exercised preemptive rights shall be determined by the Board of Directors.
​
c)
The Board of Directors is authorized to exclude the preemptive rights of the shareholders and to allocate them to third parties 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 (4) for the purpose of the participation of employees.
​
d)
The subscription and acquisition of registered shares out of authorized share capital for general purposes and any further transfers of registered shares shall be subject to the restrictions specified in Article 8 of the Articles of Association.”
​
What Happens If Shareholders Do Not Approve This Proposal?
​
If the shareholders do not approve this proposal, the Board will consider the reasons that the shareholders did not approve the proposal, if known, and will seek shareholder reconsideration of the proposal or a revised proposal at next year’s annual general meeting. Alternatively, the Board may call an extraordinary general meeting of the shareholders for reconsideration of the proposal or a revised proposal.
Voting Requirement to Approve Agenda Item
​
The affirmative “FOR” vote of two-thirds of the votes present at the Annual General Meeting is required to approve this agenda item.
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Agenda Item 10
Reduction of Share Capital
Agenda Item
​
Our Board of Directors is asking shareholders to approve that:
(i)
the Company’s share capital be reduced by CHF 318,275,265 from CHF 11,098,270,493.10 to CHF 10,779,995,228.10 by cancelling 13,179,100 registered shares with a nominal value of CHF 24.15 each, all of which are held in treasury;
​
(ii)
it be acknowledged that according to the special audit report prepared by PricewaterhouseCoopers AG (Zurich), the claims of creditors will be covered despite the capital reduction; and
​
(iii)
Article 3(a) of the Articles of Association be amended as set forth below under “Explanation.”
​
Explanation
​
We currently have in effect a Board-authorized share repurchase program enabling us to repurchase up to $5 billion of our Common Shares through June 30, 2022. Swiss law imposes certain requirements on the use of repurchased shares. Shares repurchased under the aforementioned repurchase program have been earmarked for cancellation.
Consistent with Swiss law, and to ensure we maintain capital management flexibility and enable us to continue to return capital to shareholders through share repurchases, our Board of Directors believes it is advisable and in the best interests of the Company to cancel the 13,179,100 Common Shares that were repurchased under our $5 billion share repurchase program from July 1, 2021 through December 31, 2021, and accordingly effect the reduction of the share capital of Chubb Limited by approval of an amendment to Article 3(a) of our Articles of Association.
PricewaterhouseCoopers AG (Zurich), the Company’s statutory auditor, will deliver a report to the Annual General Meeting confirming that the claims of creditors are fully covered despite the capital decrease as per article 732, paragraph 2 of the Swiss Code of Obligations. The auditor’s
report will be available at least 20 days prior to the Annual General Meeting at investors.chubb.com/investor-relations/​shareholder-resources/shareholder-meeting-materials. Upon request, shareholders may also receive a copy of the report free of charge by contacting Chubb Limited Investor Relations by telephone at +1 (212) 827-4445 or via e-mail at investorrelations@chubb.com. Copies may also be physically inspected at the offices of Chubb Limited, Bärengasse 32, CH-8001 Zurich, Switzerland.
The capital reduction by cancellation of shares can only be accomplished after publication of three notices to creditors and a subsequent two-month waiting period in accordance with Swiss law. Such notices to creditors will be published after the Annual General Meeting in the Swiss Official Gazette of Commerce. The capital reduction will then be registered and become effective.
As a Swiss company, Chubb Limited is required to submit both the English and the (authoritative) German versions of the proposed amendment to its Articles of Association, pursuant to which Article 3(a) of the Articles of Association would read as follows:
​
 
Artikel 3 Aktienkapital
​ ​
Article 3 Share Capital
​
a)
Das Aktienkapital der Gesellschaft beträgt CHF 10’779’995’228.10 und ist eingeteilt in 446’376’614 auf den Namen lautende Aktien im Nennwert von CHF 24.15 je Aktie. Das Aktienkapital ist vollständig liberiert.
​
 ​ ​
a)
The share capital of the Company amounts to CHF 10,779,995,228.10 and is divided into 446,376,614 registered shares with a nominal value of CHF 24.15 per share. The share capital is fully paid-in.
​
 ​
[b)
bleibt unverändert.]
​
 ​ ​
[b)
remains unchanged.]
​
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Agenda Item 10
What Happens If Shareholders Do Not Approve This Proposal?
​
If the shareholders do not approve this proposal, the Board will consider the reasons that the shareholders did not approve the proposal, if known, and will seek shareholder reconsideration of the proposal or a revised proposal at next year’s annual general meeting. Alternatively, the Board may call an extraordinary general meeting of the shareholders for reconsideration of the proposal or a revised proposal. If shareholders do not approve this proposal, we may be restricted in our ability to return capital to shareholders through our share repurchase program in the future.
Voting Requirement to Approve Agenda Item
​
The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.
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Agenda Item 11
Approval of the Maximum Compensation of the Board of
Directors and Executive Management
11.1 Compensation of the Board of Directors until the Next
Annual General Meeting
​
Agenda Item
​
Our Board of Directors is asking shareholders to approve a maximum total of $4.8 million in aggregate compensation for the members of the Board of Directors until the 2023 annual general meeting.
 
Explanation of Proposal
​
All compensation to directors (other than Mr. Greenberg, who does not receive compensation for his service as a director) from the date of the Annual General Meeting through the 2023 annual general meeting is subject to this maximum aggregate amount. This includes all annual retainer fees, committee chair fees, equity awards provided to the directors, and, if applicable, any per-meeting fees for special meetings.
The requested $4.8 million is an increase from the current maximum aggregate authorized Board of Directors compensation of $4.5 million, which was approved by shareholders at our 2021 annual general meeting. The increase reflects the proposed size of our Board, changes to our Outside
Directors Compensation Parameters described below under “Process Used to Determine Maximum Aggregate Compensation for the Board of Directors, Outside Consultant Survey and Analysis of Director Compensation,” and a small cushion to permit per-meeting fees in case of special Board meetings as described in our Outside Directors Compensation Parameters.
Explanation of Swiss Requirement
​
Swiss law and our Articles of Association require shareholders to ratify, on an annual basis and in a separate binding vote, the maximum aggregate amount of compensation that can be paid, granted or promised to the Board of Directors.
​
Q&A Relating to Shareholder Ratification of the Maximum Aggregate Compensation of the Board​
​ For which period does the Board compensation approval apply? ​ ​
The approval applies to compensation for the period from the 2022 annual general meeting until the end of the 2023 annual general meeting.
​
​
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
​
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Agenda Item 11
​
Where can I find more information about director compensation?
 ​ ​
A description of director compensation and the amounts of compensation paid to directors in 2021 can be found in the “Director Compensation” section beginning on page 71 of this proxy statement. Under Swiss law, we also publish an audited annual compensation report, the Swiss Compensation Report, which is included within our Annual Report. These documents are available to shareholders in their proxy materials.
​
​ 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.
​
Process Used to Determine Maximum Aggregate Compensation for the Board of Directors, Outside Consultant Survey and Analysis of Director Compensation
​
In February 2022 the Nominating & Governance Committee retained Pay Governance to provide a survey and analysis of director compensation and our Outside Directors Compensation Parameters. The Committee considered the Pay Governance survey and analysis, and recommended to the Board, and the Board approved, changes to our Outside Directors Compensation Parameters effective as of the date of the Annual General Meeting. The changes were based on, among other things, a comparison of our compensation structure to that of our competitors and other insurance and similarly-sized companies, that total director compensation was below the median of such companies, and that the annual cash and equity retainers had not been increased since 2019. As a result the annual cash retainer was increased from $125,000 to $135,000 and the annual equity retainer was increased from $180,000 to $190,000. No other changes were made with respect to any other element of director compensation.
Upon recommendation of the Nominating & Governance Committee, the Board also approved the maximum aggregate amount of director compensation to recommend to shareholders. Considerations included the proposed size of the Board, the changes made to our Outside Directors Compensation Parameters, and the addition of a small cushion to permit per-meeting fees to be paid in accordance
with our Outside Directors Compensation Parameters in case of additional meetings, should they be necessary.
The Board does not expect to consider changes to the Outside Directors Compensation Parameters until it considers the maximum aggregate compensation pool to be submitted for shareholder approval next year.
What Happens If Shareholders Do Not Ratify the Maximum Aggregate Compensation Amount Proposed by the Board?
​
If shareholders do not ratify the maximum aggregate compensation amount proposed by the Board, our Articles of Association require the Board to consider the results of the vote, other shareholder feedback and other matters in its discretion. Then the Board may submit a new proposal for approval of the maximum aggregate amount at next year’s annual general meeting or at an extraordinary general meeting of the shareholders. The Company may continue to pay compensation to the Board subject to the subsequent approval. The Board may also split proposals for approval by submitting proposals with respect to particular elements of compensation, shorter periods of time, or a more limited group of persons. However, rejection of this proposal could lead to material uncertainty with respect to the Company’s compensation arrangements and could detrimentally impact the Company’s ability to attract and retain directors.
​
Voting Requirement to Approve Agenda Item
​
The affirmative “FOR” vote of a majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.
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Agenda Item 11
11.2 Compensation of Executive Management for the Next Calendar Year
​
Agenda Item
​
Our Board of Directors is asking shareholders to approve a maximum total of $54 million in aggregate compensation for the members of Executive Management for the next calendar year (2023).
Explanation of Proposal
​
Chubb’s Executive Management is appointed by the Board, based on the applicable provisions of Swiss law and our Organizational Regulations. Chubb’s Executive Management currently consists of Evan G. Greenberg, Chairman and Chief Executive Officer; Peter C. Enns, Chief Financial Officer; John W. Keogh, President and Chief Operating Officer; and Joseph F. Wayland, General Counsel.
Swiss law and our Articles of Association require our shareholders to ratify, on an annual basis and in a separate binding vote, the maximum aggregate amount of compensation that can be paid, granted or promised to the members of Executive Management. The aggregate amount of the compensation for Executive Management for this Agenda Item 11.2 relates to the subsequent calendar year.
Shareholders approved at our 2021 annual general meeting a maximum total of $48 million in aggregate compensation for our Executive Management group for 2022. Therefore the current proposal of $54 million for 2023 reflects a 12.5% increase to the amount approved last year.
The recommended amount takes into account 2021 compensation decisions for Executive Management that reflect alignment with the Company’s excellent financial and operational performance for the year, and the possibility for year-over-year increases in compensation assuming Company performance meets or substantially exceeds performance thresholds established by the Board and Compensation Committee. The recommended amount for 2023 therefore reflects a desire to ensure a sufficient cushion for the Company to continue to attract and retain members of Executive Management and allow flexibility for appropriate discretion by our Compensation Committee in compensation decisions in accordance with its established discipline and rigor.
The maximum aggregate amount includes base salary, annual cash bonus and long-term equity awards, as well as Company contributions to retirement plans, perquisites and the value of other special services provided to Executive Management. Compensation payable for 2023 will be determined in accordance with our compensation principles as applied by our Compensation Committee.
The compensation principles of our Board and Compensation Committee are described in our Articles of Association and
the Compensation Discussion & Analysis section of this proxy statement. The elements of compensation covered by this approval are described in Articles 23 and 24 of our Articles of Association. A significant portion of compensation of Executive Management will remain “at-risk” or “variable” and dependent on Company and individual performance. At Chubb, base salary generally becomes a lesser percentage of overall compensation the more senior the position.
We expect to continue this emphasis on at-risk compensation, in the form of a variable bonus, stock options, performance shares and time-based restricted stock grants, to align management and shareholder interests. The annual cash bonus and long-term equity awards for 2023 are based on and subject to the Compensation Committee’s consideration of year-end financial results, and will be awarded in 2024 with respect to performance during calendar year 2023.
Our approach to the Swiss-required Executive Management say-on-pay vote in this Agenda Item 11.2 permits shareholders to vote on executive compensation relating to the next year, while the SEC say-on-pay advisory vote in Agenda Item 12 provides shareholders an opportunity to vote looking back at actual compensation paid out to NEOs in the calendar year before the date of the proxy statement. In that sense, the SEC say-on-pay vote will provide additional accountability for the way we use the maximum amounts approved in advance via this Swiss Executive Management say-on-pay vote.
Maximum Aggregate Compensation Dependent Upon Company and Individual Performance
​
It is important to note that the maximum aggregate amount of compensation is a maximum cap and the Company will not necessarily award the maximum aggregate amount of compensation. Maximum potential awards and payments at the top of applicable ranges will only be made if individual and Company performance meet performance thresholds set by the Board or Compensation Committee in accordance with the Articles of Association and the Company’s bonus and equity incentive plans. Equity awards will be valued at the fair value at the time of grant in accordance with Article 23(e) of our Articles of Association. Actual amounts realized by Executive Management will depend on various factors including our future stock price.
As noted in the following table, the amount actually paid to Executive Management has historically been lower than the maximum amounts pre-approved by shareholders. Nevertheless, we request that our shareholders approve the maximum aggregate amount of $54 million in order to assure that the Company has the flexibility to reward superior performance and to respond to unforeseen circumstances that may arise in calendar year 2023.
​
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Agenda Item 11
Prior Approved Executive Management Compensation and Total Compensation Paid
(Last Five Years)
​
​ Compensation For
Calendar Year 		​ ​
Amount Approved
​ ​
Total Compensation Paid
​ ​
% of Approved Amount
​
​
2017
​ ​
$44 million
​ ​
$35.5 million
​ ​
81%
​
​
2018
​ ​
$41 million
​ ​
$35.9 million
​ ​
88%
​
​
2019
​ ​
$43 million
​ ​
$39 million
​ ​
91%
​
​
2020
​ ​
$43 million
​ ​
$39 million
​ ​
91%
​
​
2021
​ ​
$46 million
(based on four members of
Executive Management)
​ ​
$42.48 million
(for four members of
Executive Management) plus $8.11 million
(for new member of Executive Management)*
​ ​
92.3% plus 17.6%
for new member*
​
​
2022
​ ​
            Shareholders approved $48 million in aggregate compensation
​ ​ ​ ​
​
*
The $42.48 million in compensation noted in the table above comprises 2021 compensation to Messrs. Greenberg, Keogh and Wayland, and, for his performance as CFO during the first six months of 2021, Mr. Bancroft. Mr. Enns became a new member of Executive Management in 2021, replacing Mr. Bancroft. In accordance with Article 25(d) of our Articles of Association, compensation payable for 2021 to a new member of Executive Management may be paid in addition to the aggregate maximum amount of compensation approved by shareholders, as long as the additional amount does not exceed $18.4 million, or 40% of the approved maximum aggregate amount. A total amount of $4.59 million of Mr. Enns’ compensation was paid out of such additional amount, and the balance of compensation paid to Executive Management for 2021 was paid out of the shareholder-approved amount. This includes a one-time equity award grant to Mr. Enns as a buyout or replacement of a portion of his unvested deferred cash and equity and a bonus he forfeited upon leaving his prior employer to join the Company, further described in “Employment Arrangements” in the Executive Compensation section of this proxy statement. Compensation paid to our Executive Management for 2021 was therefore within the limits prescribed by Swiss law, our Articles of Association and the resolution adopted by shareholders at Chubb’s 2020 annual general meeting.
​
Q&A Relating to Shareholder Ratification of the Maximum Aggregate Compensation of Executive Management
​ For which period does Executive Management compensation approval apply? ​ ​
The approval applies to compensation for the next calendar year (2023), including variable compensation that may be paid or granted in 2024 based upon satisfaction of 2023 performance objectives.
​
​
What does the maximum aggregate compensation amount include?
​ ​
It includes a lump sum amount for all potential compensation elements for the period, including:
​
​
•
Fixed Compensation:
​
–
Base salary
​
 ​ ​
•
Variable Compensation, including:
​
–
Cash bonus
​
–
Long-term equity incentive awards
​
–
Retirement contributions
​
–
Additional personal benefits including limited perquisites
​
 ​
​
How is future compensation for 2023 valued for purposes of this requested approval?
​ ​
The proposed maximum aggregate compensation amount for Executive Management will establish a cap on Executive Management compensation for 2023. To calculate depletion of amounts against the cap, cash payments will be valued at the amount actually paid; the proposed amount does not factor in a discount to present value. In accordance with Article 24(e) of our Articles of Association, equity awards will be valued at the fair value on the date of grant, which may be less than the full market value of the shares subject to particular awards. Fair value for awards will be assessed as follows:
•
stock options: the applicable Black-Scholes value at the date of grant
​
•
performance share awards: 100% of the market value of the target share component of the award as of the date of grant
​
•
time-based restricted stock grants: 100% of the market value of the subject shares as of the date of grant
​
 ​
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Agenda Item 11
​
How is future compensation for 2023 valued for purposes of this requested approval?
(continued)
 ​ ​
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 performance shares is less than 100% of the value of the shares subject to the awards on the date of grant because the relevant performance hurdles, for both target awards and premium awards, may not be met. This means that members of Executive Management may realize less than the value of the target awards or no value at all should awards fail to meet performance hurdles. Amounts realized will only exceed the fair value on the date of grant if premium award shares subject to the awards actually vest (in the case of performance share awards) or if the share price on the date of exercise (net of exercise price, in the case of stock options) exceeds the share price at the time of grant.
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 performance shares are reflected at 100% of the value of the target award. The Summary Compensation Table also includes in a footnote information about the grant date full (potential) value of performance share awards granted in 2021 to our NEOs.
​
​
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 incentive plans. The actual aggregate amount of compensation paid to the individual members of Executive Management may be lower than the maximum aggregate compensation amount for which the Board is seeking ratification. This is because the maximum aggregate compensation amount is calculated based on the assumption that all performance and other measures of applicable bonus and equity-based compensation plans are met or substantially exceeded.
​
Where Can I Find More Information about Executive Management Compensation?
​
The Compensation Discussion & Analysis section of this proxy statement contains detailed information about executive compensation for our NEOs. Under Swiss law, we also publish our annual audited Swiss Compensation Report, which contains compensation information for our Executive Management, and it is included within our Annual Report. These documents are available to shareholders in their proxy materials.
Chubb Executive Management, Role and Compensation
​
Executive Management has accountability for corporate strategy, providing constant leadership to the organization on the execution of that strategy, and ensuring that the financial performance of the Company creates shareholder value both in the short and long term.
Chubb’s Executive Management receives both fixed and variable compensation for their work. The majority of their compensation is variable, in the form of annual cash bonus and long-term equity awards  —  both of which are directly linked to the financial and operating performance of the Company.
The determination of annual variable compensation follows from a thoughtful and disciplined assessment of Company performance in both absolute and relative terms, fostering clear alignment between annual compensation and Company financial and operating performance.
Process Used to Determine Maximum Aggregate Compensation for Executive Management
​
The Board of Directors calculates the maximum aggregate compensation amount based on the assumption that compensation for Executive Management will be at the maximum of all applicable ranges, meaning that all individual and Company performance criteria are met or substantially exceeded. Actual compensation determinations and awards are subject to Board or Compensation Committee determination after the Annual General Meeting. If the Board of Directors were to decide that Executive Management deserves compensation and awards in excess of the maximum amount approved by shareholders, we would pay such amounts only with subsequent shareholder approval for that additional amount.
If performance criteria are not met, then the actual aggregate amount of compensation paid to the individual members of Executive Management will be significantly lower than the
​
​
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Agenda Item 11
maximum aggregate compensation amount for which the Board is seeking approval.​
What Happens If Shareholders Do Not Ratify the Maximum Aggregate Compensation Amount Proposed by the Board?
​
If shareholders do not ratify the maximum aggregate compensation amount, our Articles of Association requires the Board to consider the results of the vote, other shareholder feedback and other matters in its discretion. Then the
Board may submit a new proposal for approval of the maximum aggregate amount at next year’s annual general meeting or at an extraordinary general meeting of the shareholders, and the Company may pay compensation to Executive Management subject to the subsequent approval. The Board may also split proposals for approval by submitting proposals with respect to particular elements of compensation, shorter periods of time, or a more limited group of persons. However, rejection of this proposal could lead to material uncertainty with respect to the Company’s executive compensation arrangements and could detrimentally impact the Company’s ability to attract and retain members of Executive Management.​
​
Voting Requirement to Approve Agenda Item
​
The affirmative “FOR” vote of a majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.
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Agenda Item 12
Advisory Vote to Approve Executive Compensation under
U.S. Securities Law Requirements
Agenda Item
​
Our Board of Directors is asking shareholders to approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC for the year ended December 31, 2021, including in the Compensation Discussion & Analysis, compensation tables and related material disclosed in this proxy statement. We refer to our named executive officers, who are determined based on relevant compensation and applicable SEC rules, as NEOs.
Explanation
​
This proposal, commonly known as the SEC’s “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our NEOs’ compensation for the fiscal year ended December 31, 2021. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement.
This Agenda Item 12, required by the SEC under Section 14A of the Exchange Act, and the immediately preceding Agenda Item 11.2, required by Swiss law, provides our shareholders with a prospective and retrospective voice on executive compensation. The Swiss executive say-on-pay vote is designed as a pre-approval for calendar year 2023 so that we can clarify shareholder intent and direction, which provides helpful certainty for our Company, our Executive Management and our shareholders.
The SEC say-on-pay vote generally covers the calendar year prior to the date of our proxy statement. As a result, our approach to Swiss executive say-on-pay will allow shareholders to vote on executive compensation relating to the next year, while the SEC say-on-pay advisory vote provides for a look-back to the calendar year before the date of the applicable proxy statement. The SEC say-on-pay vote keeps us accountable for the way we actually use the maximum amount approved in advance via the Swiss executive say-on-pay vote. Our Board and Compensation Committee value and will use this feedback to continually evolve our compensation programs.
The SEC say-on-pay vote is advisory, and not binding on the Company, the Compensation Committee or the Board of Directors. However, the Board of Directors and the Compensation Committee value the opinions of our
shareholders and will continue to consider the outcome of this vote each year when making compensation decisions for our CEO and other NEOs. To the extent there is any significant vote against NEO compensation as disclosed in this proxy statement, we will consider our shareholders’ concerns and the Compensation Committee will evaluate the voting results and any actions necessary to address those concerns.
Shareholders should review the Compensation Discussion & Analysis beginning on page 77 and the executive compensation tables and related narrative disclosure in this proxy statement for information about the compensation of our NEOs. Our NEOs for 2021 are Evan G. Greenberg, Chairman and Chief Executive Officer; Peter C. Enns, Chief Financial Officer; John W. Keogh, President and Chief Operating Officer; Paul J. Krump, Vice Chairman, Global Underwriting and Claims; John J. Lupica, Vice Chairman and President, North America Insurance; and Philip V. Bancroft, our former Chief Financial Officer who retired from the position effective July 1, 2021 but remains an NEO for 2021 in accordance with SEC rules.
Our Compensation Program
​
The goal of our compensation program is to fairly compensate our employees and to enhance shareholder value by closely aligning our executive compensation philosophy and practices with the interests of our shareholders.
We compete for executive talent with property and casualty insurers, specialty insurers, and financial services companies worldwide. We believe our compensation programs are effective in attracting and retaining the highest caliber senior executives with the skills necessary to achieve our strong financial and operating performance objectives.
​
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Our compensation practices are structured to:
•
pay for performance;
​
•
encourage business decision-making aligned with the long-term interests of the Company; and
​
•
support the human resource requirements of our business in all the markets, globally, in which we operate.
​
We continually evolve our executive compensation practices to reflect the highest global standards. Our performance-based compensation criteria include key financial performance metrics, relevant business unit performance objectives and non-quantitative objectives that support our long-term strategic plan.
We are asking our shareholders to indicate their support for our NEO compensation as described on pages 77-117 of this proxy statement, which include the Compensation Discussion & Analysis section and the compensation tables and related narrative disclosure.
Accordingly, we ask our shareholders to vote “FOR” the proposal at the Annual General Meeting to approve, on an advisory basis, the compensation paid to the Company’s NEOs.
​
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, 88% for other NEOs)
​
•
More than half of equity grant for NEOs is in the form of performance shares
​
•
Performance shares linked to key operating metrics (tangible book value per share growth and P&C combined ratio), with TSR used only as a modifier for premium awards;
​
•
Three-year cliff vesting and no second-chance “look-back” vesting opportunities for performance shares;
​
•
Carefully constructed peer groups, re-evaluated at least annually;
​
•
No tax reimbursements or gross-ups for U.S.-based senior management;
​
•
Clawback of incentive cash and equity (vested and unvested) compensation;
​
•
No new pledging of Chubb shares owned by executive officers or directors;
​
•
Mandatory executive share ownership guidelines; and
​
•
No hedging of Chubb securities.
​
 ​
​
Voting Requirement to Approve Agenda Item
​
This agenda item is an advisory vote. As such, it is not binding in nature. Therefore, there is no specific approval requirement. However, the Board of Directors will consider that the shareholders have approved executive compensation on an advisory basis if this agenda item receives the affirmative “FOR” vote of a majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots.
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Agenda Item 13
Shareholder Proposal Regarding a Policy Restricting Underwriting of New Fossil Fuel Supplies
[As of the date this preliminary proxy statement was filed with the SEC, we are awaiting a response from the Staff of the SEC on our no-action request to exclude the following shareholder proposal from our proxy statement and other proxy materials. We intend to exclude the shareholder proposal provided that the Staff of the SEC concurs that we have a basis for such exclusion.]
Agenda Item
​
Green Century Capital Management, Inc., as representative of the Green Century Equity Fund, has submitted the shareholder proposal described below. Chubb disclaims any responsibility for the content of this proposal and supporting statement. In accordance with SEC rules, we are reprinting the proposal and supporting statement in this proxy statement as they were submitted to us. We will provide the address of the proponent and its representative upon oral or written request made to c/o Corporate Secretary, Chubb Limited, Bärengasse 32, CH-8001 Zurich, Switzerland, or +1 (212) 827-4400.
Shareholder Proposal
​
Beginning of Proposal and Proponent’s Statement of Support:
Whereas:
The Intergovernmental Panel on Climate Change (IPCC) reported that global greenhouse gas emissions must reach net zero by 2050 in order to limit a global temperature increase to 1.5 degrees Celsius by 2100, thereby averting the worst impacts of climate change. Building on the IPCC’s findings, the International Energy Agency (IEA) issued a report, Net Zero by 2050, which provides a comprehensive pathway for the energy sector to transition to net zero emissions by 2050. The report is unequivocal about the expansion of fossil fuel supplies, saying “Beyond projects already committed as of 2021, there are no new oil and gas fields approved for development in our pathway, and no new coal mines or mine extensions are required” to ensure stable and affordable energy supplies.
As a property and casualty insurer, Chubb Limited (Chubb) is uniquely exposed to climate risks because it underwrites policies meant to protect its customers’ homes and businesses from the impacts of climate-driven catastrophes such as storms, wildfires, and heat waves. It simultaneously underwrites policies for the fossil fuel industry, whose emissions are widely believed to amplify devastating storms, wildfires, and heat waves. These practices are fundamentally incompatible.
While Chubb restricts underwriting new coal fired power plants and underwriting and investing in companies that primarily operate in coal mining and coal power, investors are
concerned that Chubb’s efforts are not sufficiently aligned with global efforts to reduce emissions through, for example, the Paris Agreement. Further, the Company lags behind European peers, including AXA, Allianz, Aviva, Generali, Munich Re, SCOR, Swiss Re, and Zurich, that have committed to transitioning their underwriting portfolios to net zero emissions by 2050.
To develop a credible net zero commitment, the United Nations Environmental Program Finance Initiative suggests that financial institutions including insurers engaged in underwriting “begin aligning with the required assumptions and implications of Intergovernmental Panel on Climate Change’s 1.5 degrees Celsius no/ low overshoot pathways as soon as possible.” Further, “All no/ low overshoot scenarios indicate an immediate reduction in fossil fuels, signaling that investment in new fossil fuel development is not aligned with 1.5 degrees Celsius.”
RESOLVED: Shareholders request that Chubb’s Board of Directors adopt and disclose new policies to help ensure that its underwriting practices do not support new fossil fuel supplies, in alignment with the IEA’s Net Zero Emissions by 2050 Scenario.
Supporting Statement
The board and management, in its discretion, should define the scope, time frames and parameters of the policy, including defining “new fossil fuel supplies,” with an eye toward the well-accepted definition that new fossil fuel supplies include exploration for and/ or development of oil, gas, and coal resources or reserves beyond those fields or mines already in production.
​
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Agenda Item 13
Statement of the Board of Directors’ Opposition to the
Shareholder Proposal
​
Our Board has considered this shareholder proposal and recommends that you vote “AGAINST” it for the following reasons:
Chubb’s Support of the Transition to a
Net Zero Economy
​
Chubb recognizes the existential threat of global warming and the necessity of moving away from global reliance on fossil fuels. Chubb announced its support for a global transition to a net zero economy by 2050 and we have acknowledged our responsibility to take action to support and encourage this transition.
We are realistic, pragmatic and earnest about this responsibility. There is no magic bullet that will create a carbon free economy in the short term and the use of fossil fuels will unfortunately remain necessary during a transition period. Our underwriting, risk engineering, investment, and philanthropic actions reflect this reality as Chubb seeks to accelerate the transition away from fossil fuels.
We are making appropriate commitments on climate action, including limiting certain underwriting activity. But underwriting limitations must be balanced against the essential and core purpose of insurance, which society expects us to fulfill, to provide risk protection for lawful activity. Any such limits on entire classes of activity interfere with this purpose and must be an exception based on analytical, fact-based examination of realistic alternatives.
Chubb’s policy regarding coal underwriting evolved from this process. We were the first major insurer in the US to announce limits on coal underwriting and investments. In formulating our coal policy, we considered a variety of factors relating to the production and use of coal, the feasibility (including cost) of alternatives to coal and the practicalities of the transition. On the basis of this analysis, we no longer underwrite the construction and operation of new coal-fired plants or new risks for companies that generate more than 30% of their revenues from coal mining or energy production from coal. Insurance coverage for existing coal plant risks that exceed this threshold will be phased out by the end of 2022, and for utilities beginning in 2022. We also will not make debt or equity investments in companies that generate more than 30% of revenues from thermal coal mining or energy production from coal. Chubb will continue to assess our coverage of carbon intensive industries and their strategies for transitioning to a lower-carbon economy. We also do not insure tar sands projects and will not in the future.
While Chubb has placed certain limits on fossil fuel underwriting (including coal and tar sands), we and all insurers have a much more complex role to play in encouraging the transition away from fossil fuels that goes beyond simply denying coverage to a particular activity. At Chubb, we do this through a holistic approach to climate issues
in all aspects of our business, including risk mitigation, product offerings, underwriting, investments and operations:
•
Chubb provides catastrophic protection to clients against losses globally arising from hurricanes, floods, tornadoes, wildfire and drought. These are perils that are growing in frequency and severity as a result of climate change. We use our expertise and extensive data regarding these perils to provide products and services to make clients more resilient. Our risk engineers bring deep technical knowledge to this work, including providing guidance on construction standards, wildfire land management, and coastal protection.
​
•
Chubb sends important climate-related price signals that help to encourage behaviors as to where people choose to live or locate their business in response to climate change. We expect, for example, that sea level rise, increased storm intensity and increased wildfire activity will lead to greater risk and higher insured losses. Our pricing reflects that risk, potentially affecting both societal and individual behaviors, including where people choose to live and what actions are necessary to mitigate the risk — from the micro (e.g., moving away from flood and wildfire hazard zones) to the macro (limiting greenhouse gas emissions).
​
•
Chubb recognizes that the pace of the transition away from fossil fuels is dependent on the development of alternatives and we are an insurance leader in the renewable energy sector, insuring a third of the top private innovation companies in clean technologies. Our Offshore Wind Farm Policy, for example, was developed to support green energy providers through the entire offshore wind farm process — from project inception through to energy production, storage and distribution. In addition to providing insurance for clean energy, we are also investing in companies that have promising new clean energy technologies. Insuring and investing in clean energy reflects our commitment to speeding up the transition from fossil fuels — we cannot turn off the fossil fuel plants until there are realistic alternatives.
​
•
Chubb’s environmental stewardship also includes its operational carbon footprint. Even though Chubb’s contribution to GHG emissions is comparatively small, the Company has adopted science-based GHG emissions reduction goals. At the end of 2019, Chubb achieved the first of its two GHG emissions reduction goals by reducing GHG emissions by 22% off a 2016 baseline, exceeding our goal of reducing emissions 20% by 2025. Chubb’s second long-term goal is to reduce GHG emissions 40% by 2035. Achieving this goal is expected to result in the emissions reduction of nearly 45,000 metric tons of CO2 equivalent per year. Chubb’s goals are aligned with the two-degree Celsius target outlined in the Paris Climate Agreement, as well as the quantitatively supported science-based standards methodology of the United Nations Environmental Program.
​
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Agenda Item 13
•
Chubb’s philanthropy further demonstrates our support of a net zero economy. The Chubb Charitable Foundation and the Company’s employees support a range of environmental causes, including The Nature Conservancy, the Conservation Fund and Rainforest Trust, as well as volunteer activities in local communities around the world. Chubb Charitable Foundation grants have helped preserve sensitive lands and habitats, finance green business entrepreneurs, and support educational programs that promote a healthy and sustainable environment in the U.S. and around the world. To give just one example, Chubb has supported a coral reef restoration project in the Mesoamerican Reef that resulted in transplanting 10,000 new coral colonies that will provide a natural barrier to protect local areas from rising sea waters.
​
As these actions reflect, Chubb has made a careful, analytical and thoughtful determination of the role it is best suited to play to support the transition away from fossil fuels. We continue to do this in all aspects of our business, including our underwriting of activity related to the use of fossil fuels for energy production. Chubb assesses each risk presented to it on an individual basis, including risks associated with climate change, and makes underwriting decisions accordingly.
Together, these actions demonstrate Chubb’s commitment to a realistic transition to a net zero economy. We are wary, however, of open-ended climate change pledges with uncertain, unknowable or unrealistic objectives. We focus on specific actions that can help the transition away from fossil fuels and we believe that our actions — not hollow pledges — provide the best measure of our commitment to the net zero transition.
Chubb will continue to support the global transition to a net zero economy through its multi-faceted approach of reducing operational emissions, offering insurance products that encourage the development of renewable energy sources, supporting environmental philanthropic efforts, and making thoughtful underwriting and investment decisions that encourage and support the reduction of carbon emissions.
A Blanket Underwriting Exclusion for “New Fossil Fuel Supplies” is Unrealistic and Inconsistent with an Orderly Transition to a Net Zero Economy
​
Ultimately, the proposal is requesting that Chubb adopt a policy banning underwriting for new fossil fuel exploration
and development. Chubb agrees with the proponent’s concerns regarding climate change, but disagrees about how Chubb can or should address those concerns in the most practical and responsible way. A blanket prohibition on supporting “new fossil fuel supplies” would preclude Chubb from continuing to consider the complexities of an orderly transition and the reality that there are insufficient alternative energy sources to replace fossil fuels.
As described above, Chubb is fully committed to taking specific actions to encourage the transition away from fossil fuels. Our coal policy reflects this commitment. Chubb has and will continue to assess underwriting of fossil fuel-related activity and consider if and when any additional limitations are realistic, given the specifics of the activity, including whether there are alternatives that are less carbon intensive. Chubb should not be precluded from using this realistic and pragmatic approach.
The transition to a net zero economy is an immensely complex enterprise that requires innovation, massive investment in production and distribution capability, political will, government direction and vast consensus building. Along the way, society will rely on fossil fuels, potentially including “new fossil fuel supplies.” While that reality continues, insurers should not be subject to an unrealistic, blanket prohibition on insuring lawful fossil fuel activities.
To the extent the proposal is intended to encourage Chubb to address climate change in a serious way, it is not needed. Chubb has been an industry leader in taking real action to advance the transition away from fossil fuels.
AGAINST Recommendation
​
Our Board therefore recommends a vote “AGAINST” this shareholder proposal.
​
Voting Requirement to Approve Agenda Item
​
This agenda item is a request to the Board of Directors. The Board of Directors will consider that the shareholders have approved the shareholder proposal on an advisory basis if this agenda item receives the affirmative “FOR” vote of a majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots.
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Agenda Item 14
Shareholder Proposal Regarding a Report on Greenhouse Gas Emissions
[As of the date this preliminary proxy statement was filed with the SEC, we are awaiting a response from the Staff of the SEC on our no-action request to exclude the following shareholder proposal from our proxy statement and other proxy materials. We intend to exclude the shareholder proposal provided that the Staff of the SEC concurs that we have a basis for such exclusion.]
Agenda Item
​
As You Sow, as representative of the As You Sow Shareholder Action Account, has submitted the shareholder proposal described below. Chubb disclaims any responsibility for the content of this proposal and supporting statement. In accordance with SEC rules, we are reprinting the proposal and supporting statement in this proxy statement as they were submitted to us. We will provide the address of the proponent and its representative upon oral or written request made to c/o Corporate Secretary, Chubb Limited, Bärengasse 32, CH-8001 Zurich, Switzerland, or +1 (212) 827-4400.
Shareholder Proposal
​
Beginning of Proposal and Proponent’s Statement of Support:
WHEREAS: Insurance companies have a critical role to play in meeting the Paris Agreement’s 1.5 degrees Celsius (1.5oC) goal, requiring net zero greenhouse gas (GHG) emissions by 2050. Projections1 have found that limiting global warming to 1.5 degrees versus 2 degrees will save $20 trillion globally by 2100, while exceeding 2 degrees could lead to climate damages in the hundreds of trillions.2 The U.S. insurance industry is under increasing pressure to address its contributions to climate change from its underwriting, insuring, and investing activities.3
These financial activities contribute to systemic portfolio risk to the global economy, investors, and insurers’ profitability. The U.S. Commodity Futures Trading Commission recently acknowledged that climate change could impair the productive capacity of the national economy and recommended that state insurance regulators require insurers to assess how their underwriting activity and investment portfolios may be impacted by climate-related risks.
This growing public pressure for the insurance industry to account for its climate related risks and impacts is exemplified
by legislation recently passed in Connecticut4 requiring regulators to incorporate emissions reduction targets into their supervision of insurers.
Shareholders are concerned that Chubb is not adequately reducing the climate footprint of its underwriting, insuring, and investing activities. This failure creates significant risk. Chubb reported pretax catastrophe losses of $1.15 billion in Q3 2021, with $806 million of that figure attributable to Hurricane Ida.5 This follows a larger global trend: insured losses from natural disasters reached $42 billion in the first six months of 2021, a ten year high.6
Chubb is a climate laggard in the global insurance sector, ranking in the bottom half in a survey of the 30 largest global insurers,7 due largely to its lack of restrictions on oil and gas underwriting and investments. In contrast, peers are beginning to address the GHG emissions associated with their underwriting and investment activities.8 Thirteen global insurers have also joined the United Nations’ Net Zero Insurance Alliance in which they commit to transition their emissions from insurance and reinsurance underwriting portfolios to net zero by 2050.
Chubb does not measure or disclose its financed emissions, including those attributable to underwriting, insuring,
​
​
1 https://www.nature.com/articles/d41586-018-05219-5
2 https://www.nature.com/articles/s41467-020-18797-8/
3 https://shareaction.org/reports/insuring-disaster-a-ranking
4 https://www.businessinsurance.com/article/20210617/NEWS06/912342605 /Connecticut-bill-calls-for-regulation-of-insurers%E2%80%99-climate-risks
5 https://www.reinsurancene.ws/chubb-sees-q3-net-income-rise-54-despite-1bn-of-catastrophe-losses/
6 https://www.weforum.org/agenda/2021/07/natural-disasters-cost-economic-insurance-2021-extreme-weather-floods-polar-vortex/
7 https://insure-our-future.com/scorecard
8 https://insure-our-future.com/scorecard
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Agenda Item 14
and investments, nor has it adopted targets aligned with the Paris Agreement’s 1.5oC goal for such emissions.
BE IT RESOLVED: Shareholders request that Chubb issue a report, at reasonable cost and omitting proprietary information, addressing whether and how it intends to measure, disclose, and reduce the GHG emissions associated with its underwriting, insuring, and investment activities in alignment with the Paris Agreement’s 1.5oC goal, requiring net zero emissions.
SUPPORTING STATEMENT: Shareholders recommend the report disclose, at board discretion:
•
Whether Travelers will begin measuring and disclosing the emissions associated with the full range of its operations and by when, and
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Whether Travelers will set a Paris aligned, net zero target, for its full range of emissions. and on what timeline
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Statement of the Board of Directors’ Opposition to the
Shareholder Proposal
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Our Board has considered this shareholder proposal and recommends that you vote “AGAINST” it for the following reasons:
Chubb’s Support of the Transition to a
Net Zero Economy
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Chubb recognizes the existential threat of global warming and the necessity of moving away from global reliance on fossil fuels. Chubb announced its support for a global transition to a net zero economy by 2050 and we have acknowledged our responsibility to take action to support and encourage this transition.
We are realistic, pragmatic and earnest about this responsibility. There is no magic bullet that will create a carbon free economy in the short term and the use of fossil fuels will unfortunately remain necessary during a transition period. Our underwriting, risk engineering, investment, and philanthropic actions reflect this reality as Chubb seeks to accelerate the transition away from fossil fuels.
We are making appropriate commitments on climate action, including limiting certain underwriting activity. But underwriting limitations must be balanced against the essential and core purpose of insurance, which society expects us to fulfill, to provide risk protection for lawful activity. Any such limits on entire classes of activity interfere with this purpose and must be an exception based on analytical, fact-based examination of realistic alternatives.
Chubb’s policy regarding coal underwriting evolved from this process. We were the first major insurer in the US to announce limits on coal underwriting and investments. In formulating our coal policy, we considered a variety of factors relating to the production and use of coal, the feasibility (including cost) of alternatives to coal and the practicalities of the transition. On the basis of this analysis, we no longer underwrite the construction and operation of new coal-fired plants or new risks for companies that generate more than 30% of their revenues from coal mining or energy production from coal. Insurance coverage for existing coal plant risks that exceed this threshold will be phased out by the end of 2022, and for utilities beginning in 2022. We also will not make debt or equity investments in companies that generate
more than 30% of revenues from thermal coal mining or energy production from coal. Chubb will continue to assess our coverage of carbon intensive industries and their strategies for transitioning to a lower-carbon economy. We also do not insure tar sands projects and will not in the future.
While Chubb has placed certain limits on fossil fuel underwriting (including coal and tar sands), we and all insurers have a much more complex role to play in encouraging the transition away from fossil fuels that goes beyond simply denying coverage to a particular activity. At Chubb, we do this through a holistic approach to climate issues in all aspects of our business, including risk mitigation, product offerings, underwriting, investments and operations:
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Chubb provides catastrophic protection to clients against losses globally arising from hurricanes, floods, tornadoes, wildfire and drought. These are perils that are growing in frequency and severity as a result of climate change. We use our expertise and extensive data regarding these perils to provide products and services to make clients more resilient. Our risk engineers bring deep technical knowledge to this work, including providing guidance on construction standards, wildfire land management, and coastal protection.
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Chubb sends important climate-related price signals that help to encourage behaviors as to where people choose to live or locate their business in response to climate change. We expect, for example, that sea level rise, increased storm intensity and increased wildfire activity will lead to greater risk and higher insured losses. Our pricing reflects that risk, potentially affecting both societal and individual behaviors, including where people choose to live and what actions are necessary to mitigate the risk — from the micro (e.g., moving away from flood and wildfire hazard zones) to the macro (limiting greenhouse gas emissions).
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Chubb recognizes that the pace of the transition away from fossil fuels is dependent on the development of alternatives and we are an insurance leader in the renewable energy sector, insuring a third of the top private innovation companies in clean technologies. Our Offshore Wind Farm Policy, for example, was developed to support green energy providers through the entire offshore wind farm process — from project inception through to energy production, storage and distribution. In addition to providing insurance for clean energy, we are also investing
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Agenda Item 14
in companies that have promising new clean energy technologies. Insuring and investing in clean energy reflects our commitment to speeding up the transition from fossil fuels — we cannot turn off the fossil fuel plants until there are realistic alternatives.
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Chubb’s environmental stewardship also includes its operational carbon footprint. Even though Chubb’s contribution to GHG emissions is comparatively small, the Company has adopted science-based GHG emissions reduction goals. At the end of 2019, Chubb achieved the first of its two GHG emissions reduction goals by reducing GHG emissions by 22% off a 2016 baseline, exceeding our goal of reducing emissions 20% by 2025. Chubb’s second long-term goal is to reduce GHG emissions 40% by 2035. Achieving this goal is expected to result in the emissions reduction of nearly 45,000 metric tons of CO2 equivalent per year. Chubb’s goals are aligned with the two-degree Celsius target outlined in the Paris Climate Agreement, as well as the quantitatively supported science-based standards methodology of the United Nations Environmental Program.
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Chubb’s philanthropy further demonstrates our support of a net zero economy. The Chubb Charitable Foundation and the Company’s employees support a range of environmental causes, including The Nature Conservancy, the Conservation Fund and Rainforest Trust, as well as volunteer activities in local communities around the world. Chubb Charitable Foundation grants have helped preserve sensitive lands and habitats, finance green business entrepreneurs, and support educational programs that promote a healthy and sustainable environment in the U.S. and around the world. To give just one example, Chubb has supported a coral reef restoration project in the Mesoamerican Reef that resulted in transplanting 10,000 new coral colonies that will provide a natural barrier to protect local areas from rising sea waters.
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As these actions reflect, Chubb has made a careful, analytical and thoughtful determination of the role it is best suited to play to support the transition away from fossil fuels. We continue to do this in all aspects of our business, including our underwriting of activity related to the use of fossil fuels for energy production. Chubb assesses each risk presented to it on an individual basis, including risks associated with climate change, and makes underwriting decisions accordingly.
Together, these actions demonstrate Chubb’s commitment to a realistic transition to a net zero economy. We are wary, however, of open-ended climate change pledges with uncertain, unknowable or unrealistic objectives. We focus on specific actions that can help the transition away from fossil fuels and we believe that our actions — not hollow pledges — provide the best measure of our commitment to the net zero transition.
Chubb will continue to support the global transition to a net zero economy through its multi-faceted approach of reducing operational emissions, offering insurance products that encourage the development of renewable energy sources, supporting environmental philanthropic efforts, and making
thoughtful underwriting and investment decisions that encourage and support the reduction of carbon emissions.
An Additional Climate Report Is
Not Necessary
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The proponents seek a report from Chubb concerning how Chubb “intends to measure, disclose and reduce its GHG emissions associated with its underwriting, insuring and investment activities.” Chubb shares the proponent’s climate change concerns as evidenced by Chubb’s clear, measurable steps to address climate change in our operations and product offerings, as well as in our underwriting and investment strategies. Chubb has been transparent on these issues through prominent public disclosures.
Chubb adopted the Task Force on Climate-related Financial Disclosures (TCFD) framework and released its first TCFD report in 2021. The TCFD framework is widely viewed as the benchmark for climate disclosure. Chubb’s TCFD report provides extensive information about Chubb’s climate-related actions and includes Chubb’s statements regarding support for the transition to a net zero economy and related strategies, goals and initiatives. The report is readily available at https://​about.chubb.com/citizenship.html.
The TCFD report outlines the full scope of the Company’s environmental program and initiatives, describes climate strategy governance at Chubb, details our climate strategy and risk management, and includes a variety of metrics and targets.
Because the TCFD report includes information about how Chubb discloses, measures, and reduces GHG emissions associated with its operations, and provides clear disclosure on how Chubb’s underwriting, investment and operations activities support the transition to a net zero economy, the requested additional report would be duplicative of our existing TCFD report and a waste of corporate resources.
To the extent the report seeks to require Chubb to measure the GHG emissions of its insureds or the companies in which it has investments, the proposal should be rejected because it would be impossible for Chubb to undertake such a task. This appears to be what the proponents mean by “measuring… GHG emission associated with its underwriting, insuring and investment activities.” Chubb has hundreds of thousands of insureds across the globe, from individuals to small businesses to major corporations engaged in virtually every area of human activity. We are not aware of any method by which we could reasonably measure the GHG emissions of our insureds.
Chubb led the US in adopting limitations on fossil fuel underwriting with our coal policy; we are a leader in insuring clean energy alternatives to fossil fuels and in providing services and products to promote climate change resilience; we devote substantial philanthropic resources to mitigating the effects of climate change; and we have been prominent in recognizing the existential threat for climate change and the need for sustained action from governments, businesses, and communities.
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In short, the request would be duplicative and would serve no legitimate purpose; Chubb is fully engaged in an analytical, thoughtful approach to improving our operational environmental footprint, developing products to support renewable resources, and addressing climate change through measured underwriting and investment choices.
AGAINST Recommendation
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Our Board therefore recommends a vote “AGAINST” this shareholder proposal.
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Voting Requirement to Approve Agenda Item
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This agenda item is a request to the Board of Directors. The Board of Directors will consider that the shareholders have approved the shareholder proposal on an advisory basis if this agenda item receives the affirmative “FOR” vote of a majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots.
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Corporate Governance
Overview
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We are committed to the highest levels of ethical conduct. This commitment is reflected in our corporate governance and in the foundation of our corporate values and culture. As an insurance company, we are in the business of managing risk. Our corporate governance helps us mitigate and manage risks by providing clear lines of oversight and responsibility for management and the Board. We review and evolve corporate governance regularly.
Our Board of Directors’ corporate governance policies comply with the rules of the SEC, the listing standards of the NYSE and Swiss law. Our compliance with U.S. laws includes compliance with the Sarbanes Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and other statutes applicable to corporations doing business in the U.S. To balance our NYSE listing and Swiss incorporation requirements, we:
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adhere to SEC and NYSE governance and compensation regulations and best practices; and
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comply with Swiss corporate laws that impose various additional restrictions and requirements, including our implementation, through our Articles of Association and presentation of annual ballot items for our shareholders, of Swiss corporate governance and compensation requirements.
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We have adopted Organizational Regulations, Corporate Governance Guidelines and Categorical Standards for Director Independence covering issues such as executive sessions of the Board of Directors, director qualification and independence standards, Board leadership, director
responsibilities and procedures, director equity ownership guidelines, management evaluation and succession, and Board self-evaluations. Our Board has established committees that help with oversight of the Company and its operations, and these committees govern themselves pursuant to the Organizational Regulations and charters that are reviewed at least annually and amended as necessary.​
Corporate Governance Documents
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The following governance documents are available on our website at about.chubb.com/governance.html:
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Articles of Association
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Organizational Regulations
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Corporate Governance Guidelines
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Board Committee Charters: Audit, Compensation, Executive, Nominating & Governance, and Risk & Finance
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Categorical Standards for Director Independence
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Code of Conduct
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Policy on Fair Disclosure
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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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Corporate Governance — Our Corporate Governance Framework
Our Corporate Governance Framework
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Board
Independence
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The Board has determined that 12 out of 13 of our current directors (and 12 out of 13 of our director nominees) are independent under NYSE regulations and our Categorical Standards for Director Independence.
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Our CEO is the only non-independent director.
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Board
Composition
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Under Swiss law, only our shareholders can elect directors and determine Board size. Our Board may not appoint directors to fill vacancies.
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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 diversity factors.
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46% of our current directors have served on the Board for 8 years or less, three for two years or less and one new nominee is proposed for election.
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Individuals may not be nominated or re-nominated to the Board after they reach 75 years of age; this guideline may be waived from time to time as the Board deems advisable.
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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).
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Board
Committees
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Five standing Board committees  —  Audit, Compensation, Nominating & Governance, Risk & Finance and Executive.
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All committees are composed entirely of independent directors, with the exception of the Executive Committee (our Chairman and CEO serves on the Executive Committee).
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Leadership
Structure
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Our Chairman is CEO of our Company. He interacts closely with our independent Lead Director, who is appointed by the other independent directors.
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Our Lead Director ensures an appropriate level of Board independence in deliberations and overall governance, and chairs executive sessions of the independent directors to discuss certain matters without management present. These executive sessions take place at least every regular Board meeting.
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Lead Director’s responsibilities also include the ability to convene Board meetings and establish the Board agenda (with the Chairman).
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Risk Oversight
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Our full Board and the Risk & Finance Committee are responsible for risk management oversight, with individual Board committees responsible for overseeing specified risks.
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Our Board oversees management as it fulfills its responsibilities for the assessment and mitigation of risks and for taking appropriate risks.
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ESG Governance
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We have a robust ESG and Corporate Citizenship governance structure with regular Board and senior management involvement and oversight.
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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.
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In 2021, our CEO and General Counsel provided regular updates on ESG issues to the Nominating & Governance Committee and full Board.
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Climate Change Governance
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We 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.
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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, the Risk and Underwriting Committee reviews risks associated with climate change.
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Corporate Governance — Our Corporate Governance Framework
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Open
Communication
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We encourage open communication and strong working relationships among the Lead Director, Chairman and other directors.
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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.
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Shareholders and other interested parties can contact our Board, Audit Committee or Lead Director by email or regular mail.
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Shareholder
Input
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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.
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Chubb participants in meetings include relevant members of management and at times members of our Board.
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Accountability
to Shareholders
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Shareholders annually elect our Chairman, all directors (by majority vote) and members of our Compensation Committee.
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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.
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Under Swiss law, a director cannot remain in office if they do not receive the requisite majority shareholder vote.
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Shareholders annually approve in binding votes the maximum compensation of our directors and Swiss Executive Management.
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Succession
Planning/ Talent
Management
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Our Board actively monitors our succession planning and management development.
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Chairman and CEO succession plans under various scenarios are discussed and reviewed annually.
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Human capital management is a full Board topic. Senior management provides our Board with regular updates on matters including employee success and talent development. We are focused on, and our leaders are accountable for, improving gender balance and racial diversity at the officer level and in talent development and acquisition.
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Corporate Governance — Governance Practices and Policies that Guide Our Actions
Governance Practices and Policies that Guide Our Actions
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Our Code of Conduct
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Our Board has adopted a Code of Conduct applicable to all directors, officers and employees, which sets forth the basic principles to guide their day-to-day activities. The Code of Conduct addresses, among other things, conflicts of interest, corporate opportunities, confidentiality, fair dealing, protection and proper use of Company assets, compliance with laws and regulations (including insider trading laws) and reporting illegal or unethical behavior.
Director Stock Ownership Requirements
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A substantial portion of our directors’ compensation consists of restricted stock awards. Our Corporate Governance Guidelines require minimum equity ownership of $600,000 for outside directors (based on stock price on date of award). Each director has until the fifth anniversary of his or her initial election to the Board to achieve this minimum. All of our outside directors who have served for at least five years satisfy Chubb’s director equity ownership requirements. Our directors are also subject to prohibitions on pledging and hedging Common Shares.
Executive Sessions of Directors
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Our independent directors meet for an executive session of the Board at each quarterly Board meeting. Our CEO is our only non-independent director and does not attend these sessions. Our Lead Director, currently Michael P. Connors, is the presiding director for Board executive sessions of independent directors. Executive sessions are also common for special meetings of the Board and ad hoc committees that are created from time to time to provide oversight over specific matters. Similarly, our Board committees (other than the Executive Committee) generally conduct an executive session at their meetings, with only committee members and no members of management present.
Continuing Education for Directors
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We provide ongoing programs for directors covering, among other things, the Company’s business, organizational and management structure, results of operations and financial condition, including critical accounting policies, budgets and forecasts, and corporate governance and risk management. Directors are encouraged to attend these and other appropriate continuing education programs. Onboarding is also provided for new directors. In addition, a number of our directors attended outside director education programs in 2021.
Related Party Transactions Guidelines
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We have adopted Related Party Transactions Guidelines that require our Nominating & Governance Committee or Board to review and approve certain transactions between Chubb and any related parties. For additional information, see “What is Our Related Party Transactions Approval Policy and What Procedures Do We Use to Implement It?”.
Shareholder Outreach Program
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We recognize the value in maintaining open lines of communication with our shareholders and consequently we consider our robust shareholder outreach program to be a vital governance tool.
We understand that engagement is more important than ever to our shareholders and therefore seek to engage with them on a regular basis throughout the year. These engagement discussions take place both during and away from the annual meeting cycle, providing us with ample opportunity to better understand and thoughtfully consider our shareholders’ key issues and concerns. Chubb participants include relevant members of management and at times members of our Board.
The primary purpose of our shareholder outreach program is to discuss and solicit feedback about corporate governance, executive compensation and other matters, including ESG topics relevant to the Company. We also strongly encourage our participating shareholders to set the agenda for these meetings and address any trends, topics or issues that they wish to discuss with us.
Management and the Board recognize the value of taking our shareholders’ views into account. Feedback from our shareholders helps us understand how they view us, set goals and expectations for our performance, and identify emerging issues that may affect our strategies, corporate governance, compensation practices or other aspects of our operations and Corporate Citizenship (ESG) efforts.
In 2021, we solicited our 50 largest shareholders, representing approximately 70% of our outstanding Common Shares, to discuss a variety of corporate governance (including Board composition and leadership), executive compensation and other ESG topics, such as climate change and the Company’s responses both as an insurer and corporate citizen; human capital management; and diversity, equity and inclusion.
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Corporate Governance — Governance Practices and Policies that Guide Our Actions
Open Lines of Communication
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The Chubb Ethics Help Line is a free, confidential service available 24 hours a day for questions or concerns about ethics or integrity at Chubb. Please visit our website for specific contact information at:
about.chubb.com/governance.html.
We also have a process for shareholders, employees and other interested parties to send communications to the Board:
To contact the Board about accounting or auditing matters, you may send an e-mail to the Chair of the Audit Committee at: chmnaudit@chubb.com. The Corporate Secretary has
access to this e-mail address. For other matters you may send an e-mail to: corpsecy@chubb.com. You may also contact the Lead Director, any independent director, the Chairman of the Board, or the Chair of any Board committee by sending an e-mail to our Lead Director at: LeadDirector@chubb.com. The Corporate Secretary has access to this e-mail address.
If you wish to send written communications, please mail to the Board of Directors, c/o Corporate Secretary, Chubb Limited, Bärengasse 32, CH-8001 Zurich, Switzerland, although mail to Switzerland is not as prompt as e-mail. The Corporate Secretary will forward communications to the Board to the Lead Director.
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Corporate Governance — Citizenship at Chubb
Citizenship at Chubb
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Protecting the Present and Building a Better Future
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Good corporate citizenship lies at our core — how we practice our craft of insurance, how we work together to serve our customers, how we treat each other, and how we work to help make a better world for our communities and our planet. Citizenship is about responsibility — and we express that responsibility in a way that reflects our core values and our mission to protect the present and build a better future.
We accomplish our mission by providing the security from risk that allows people and businesses to grow and prosper. Our mission is realized by sustaining a culture that values and rewards excellence, integrity, inclusion and opportunity; by working to protect our planet and assisting less fortunate individuals and communities in achieving and sustaining productive and healthy lives; and by promoting the rule of law.
From our roots in 18th century Philadelphia, we have built Chubb to be a dynamic, forward-looking global enterprise with a commitment to responsible citizenship. We act on this promise of responsibility through a wide range of activities that include our contributions of time and money.
Underlying our mission and commitment is a strong leadership and governance structure. Our Board of Directors has delegated to our Nominating & Governance Committee responsibility for overseeing Chubb’s Corporate Citizenship (ESG) activity and related policies, and other Board committees monitor and review specific Corporate Citizenship-related matters in accordance with their charters. Corporate Citizenship also remains a full Board topic. At the senior executive level, our management Executive Committee oversees our Corporate Citizenship program, led by our General Counsel in that regard, and ensures that our activities and policies are consistent with Chubb’s culture, values, corporate mission and business objectives.
We are also active in engaging with key stakeholders (including our shareholders, employees, rating agencies, interest groups and others) on our Corporate Citizenship initiatives and consider their feedback.
Set out herein are just a few of the many initiatives that we are proud of and hope you find of interest. As part of our commitment to accountability and transparency, we also provide regular reports and updates on our Corporate Citizenship and sustainability initiatives, including an annual climate-related financial disclosure and environmental report prepared in accordance with the TCFD framework, as well as an annual report on political activity. For more information, including access to these reports, visit our website at: about.chubb.com/citizenship.html.
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Philanthropy
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The Chubb Charitable Foundation believes that meaningful contributions that support our communities globally provide lasting benefits to society, to Chubb and to Chubb employees. Through philanthropy, global partnerships and Company-sponsored volunteer activities focused on giving the gift of time and donations, the Foundation supports clearly defined projects that solve problems with measurable and sustainable outcomes, helping people in the countries where we live and work build productive and healthy lives.
Our philanthropy is funded principally through the Chubb Charitable Foundation and the Chubb Rule of Law Fund. Our commitment to assist those with fewer resources and to be stewards of the planet is focused on the areas of education, poverty and health, and the environment. In the last decade, Chubb has contributed more than $100 million to the Foundation.
For example, the Chubb Charitable Foundation has supported the International Rescue Committee. Through partnerships with The Nature Conservancy, Rainforest Trust and other conservation organizations, the Foundation supports programs to save endangered wildlife, protect threatened lands and waters, and promote resiliency. Additionally, the Foundation serves as a major partner with Teach for America and Teach for All programs in the U.S. and globally.
As part of our commitments to expand and enhance our broader diversity, equity and inclusion agenda, we are working through the Chubb Charitable Foundation to support a range of programs to address inequality and promote social, economic and racial justice. For example, in 2021, the Foundation established a scholarship with Georgia State University’s risk management and insurance program to support students from diverse backgrounds and expand the pipeline of those individuals in the insurance industry.
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Environment & Climate Change
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Chubb recognizes the reality of climate change and the substantial impact of human activity on our planet. We realize our commitment to be a steward of the earth in a number of ways: recognizing and responding to the reality of climate change across our businesses; managing environmental risk for our customers with innovative products and risk engineering solutions; supporting environmental resiliency projects throughout the world; protecting biodiversity and saving land through our philanthropy; and reducing the environmental footprint of our own operations.
Chubb develops insurance products and risk management services that facilitate market-based solutions to current and pending environmental and climate-related issues.
The Chubb Charitable Foundation and the Company’s employees support a range of environmental philanthropies, as well as volunteer activities in local communities around the world.
In 2019, Chubb was the first insurer with major U.S. operations to adopt a policy concerning coal-related underwriting and investment. The Company’s short-term, science-based greenhouse gas (GHG) emissions reduction goal, which uses 2016 as the baseline, was achieved in 2019. Chubb is committed to its long-term goal of reducing absolute GHG emissions 40% by 2035.
In 2021, Chubb announced its support for a global transition to a net zero economy by 2050. During the year, Chubb also adopted the Task Force on Climate-related Financial Disclosures (TCFD) framework and released its first TCFD report.
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Diversity, Equity & Inclusion
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Chubb operates within a dynamic and changing global environment where marketplaces and customers are culturally diverse and broad. Meeting diverse customer needs requires the best minds collaborating in a rewarding and supportive environment. We recognize our responsibility to ensure opportunity within our own organization by creating an atmosphere where all colleagues, regardless of who they are, feel comfortable bringing their best to the table. Our strategy for diversity, equity and inclusion (DE&I) is designed to support Chubb’s ability to attract, develop and retain the best talent — regardless of background.
Chubb’s culture holds true to the principles of accountability and ownership and requires collective and individual responsibility. Making and sustaining progress requires holding leadership accountable; developing and advancing diverse talent; increasing gender and multicultural leadership diversity; and deploying inclusive recruitment, development and promotional practices.
Since 2020, Chubb has committed to taking specific actions related to racial equity in recruitment, career development and advancement opportunities; promoting a greater sense of belonging for Black colleagues; and increasing the knowledge and understanding of the Black employee experience through open two-way dialogue and education. These actions support our goal of becoming an anti-racist company.
Other DE&I initiatives include mentorships and affinity groups, such as Business Roundtables and Regional Inclusion Councils, which promote dynamic networking across the business and engage hundreds of employees in constructive dialogue.
To provide further transparency and accountability for its DE&I efforts, Chubb will begin publishing its EEO-1 U.S. workforce demographic data in 2022.
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Chubb Rule of Law Fund
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As a corporate citizen, Chubb recognizes the rule of law as the foundation of a liberal world order that the Company embraces as essential to the proper functioning of markets and the protection of personal freedoms. Through the Chubb Rule of Law Fund, a unique corporate initiative, we support projects around the world that promote the preservation and advancement of the rule of law.
Since it was founded in 2008, the Fund has supported 66 projects in countries around the world focused on improving access to justice, strengthening courts, fighting corruption and creating the conditions of security and freedom in which our customers, employees and fellow citizens can thrive.
The events that unfolded across the U.S. in 2020 focused Chubb’s attention more intensely on the persistent challenges arising from bigotry, racism and racial injustice in society, particularly for Black people. Chubb is taking specific actions to be an anti-racist company, including supporting programs through the Chubb Rule of Law Fund to address inequality and promote social, economic, and racial justice. The Fund has made seven grants — including four announced in early 2021 that total $1.1 million — for initiatives to improve police and community relations, and to understand and reduce racial inequities throughout the criminal justice process.
The Chubb Rule of Law Fund is funded by the Chubb Charitable Foundation and contributions from Chubb’s partner law firms.
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Corporate Governance — The Board of Directors
The Board of Directors
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Our Board oversees our business and monitors the performance of management. The directors keep themselves informed by discussing matters with the CEO, other key executives and our principal external advisors, such as legal counsel, outside auditors, and other consultants. They also receive and review reports and updates from management and third parties, participate in Board and committee meetings, and attend relevant conferences and other educational sessions.
Board Meetings
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The Board usually meets a minimum of four times per year in regularly scheduled meetings, but will meet more often if necessary. The Board met eight times during 2021. All directors attended at least 75% of the aggregate number of meetings of the Board and committees of the Board of which they were a member that were held during 2021.
Director Independence
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The Board has determined that the following directors and nominees are independent under the listing standards of the NYSE: Michael G. Atieh, Kathy Bonanno, Sheila P. Burke, Mary Cirillo, Michael P. Connors, Robert J. Hugin, Robert W. Scully, Eugene B. Shanks, Jr., Theodore E. Shasta, David H. Sidwell, Olivier Steimer, Luis Téllez and Frances F. Townsend. Our independent directors constitute (and assuming all our nominees are elected, will constitute) a substantial majority of our Board of Directors.
In making its determination of independence, the Board applied its Categorical Standards for Director Independence and determined that no other material relationships existed between the Company and these directors and nominees. With respect to Kathy Bonanno, the Board also considered that she has served as a consultant to the Board in anticipation of her nomination as a director, but determined that this did not constitute a material relationship with the Company.
Director Nomination Process
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The Board’s Nominating & Governance Committee reviews the qualifications of various persons to determine whether they might make good candidates for consideration for membership on the Board of Directors. The Nominating & Governance Committee considers each person’s judgment, experience, background, independence and understanding of our business or other related industries, as well as other factors it determines are relevant in light of the needs of the Board and the Company. The Nominating & Governance Committee will select qualified candidates and review its recommendations with the Board, which will decide whether to invite the candidate to be a nominee for election to the Board.
In accordance with its charter, the Nominating & Governance Committee may identify and consider director nominees from various sources. The Nominating & Governance Committee will consider shareholder recommendations for director candidates, but the Nominating & Governance Committee has no obligation to recommend such candidates. Assuming that appropriate biographical and background material (including qualifications) is provided for candidates recommended by shareholders, the Nominating & Governance Committee will evaluate those candidates by following substantially the same process and applying substantially the same criteria as for candidates recommended by other sources.
Board Composition and Skills Review
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Our Nominating & Governance Committee reviews at least quarterly the individual and collective skills and attributes of Board members. Board members should have individual backgrounds that, when combined, provide a portfolio of diverse experience, perspectives and knowledge that serve our governance and strategic needs well.
As part of its review the Nominating & Governance Committee considers a variety of skills, qualifications and experiences criteria in evaluating collective Board composition and assessing individual directors and director candidates, some of which are noted in the table below, as well as Board size, tenure and refreshment. In addition to the specific expertise and experience identified below, other factors for Board consideration include professional reputation, integrity, collegiality and diversity of backgrounds and perspectives, as well as gender and racial diversity. Directors must demonstrate the highest personal and professional integrity and commitment to ethical and moral conduct, and must respect and reflect Chubb values and culture. Directors should also be able and prepared to provide wise and thoughtful counsel to management on the full range of potential issues facing the Company. They should represent all shareholders and not any special interest group or constituency. They also must have the time necessary to fully meet their duty of care to the shareholders and be willing to commit to service over the long term, if called upon.
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Skills, Qualifications and Experiences Criteria
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Corporate Strategy
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CEO Experience or Similar
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Digital/Technology/IT
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Financial Literacy/​Accounting
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Financial Services Industry
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Governance/Compliance
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Government/Regulatory/​ Public Policy
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Insurance and Reinsurance Industry
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Global Business
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M&A/Business Development
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The above list is not exhaustive. Our Nominating & Governance Committee may consider these criteria and other additional criteria from time to time, and may adjust the importance of certain criteria based on factors including current Board composition and evolving business, governance, regulatory and other considerations.
Board Diversity
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We believe that a variety of perspectives, opinions, backgrounds and tenure among the members of the Board is critical to the Board’s ability to perform its duties and various roles. We strive to maintain, and we encourage, diversity of thought and viewpoint among Board members, which makes the body as a whole more effective. Our Board includes ethnic, racial and religious minorities, members from multiple countries, men and women, and people from many walks of life and disciplines. The make-up and diversity of the Board has evolved, and broadened, as Chubb has grown and evolved as a company, and continued diversity is expected. A description of the various skillsets, attributes and experiences of each of our director nominees is set forth in Agenda Item 5. Our Board is currently composed of 13 members, of which 12 are independent, the average age is 68, three are women, and one is a racial or ethnic minority. Of our slate of 13 director nominees, 12 are independent, the average age is 67, four are women and one is a racial or ethnic minority.
At Chubb, we recognize, respect and actively support diversity, including at the Board level. Board composition is discussed at every regular Nominating & Governance Committee meeting. The Nominating & Governance Committee was established in large part to focus on Board composition matters, and consideration of relevant criteria help ensure that the Board, as it evolves, will have the collective skills, experience, independence and diversity to enable it to function as well as possible for both the short-term and long-term.
Our Code of Conduct applies to the Board and its decisions. The Code of Conduct prohibits discrimination on the basis of any characteristic protected by law. Chubb is committed to providing an environment in which diversity is valued, and this is particularly true with respect to the Board of Directors.
Board Tenure Diversity
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Our Board considers director tenure in connection with its independence determination. Board tenure diversity is
equally important as we seek to achieve the appropriate balance of tenure years of service. Our more senior directors have a deep knowledge of our Company, while new directors provide fresh perspectives. Our proposed slate of director nominees, including one new nominee, has an average tenure of ten years, and 46% of our current directors have joined the Board since 2014.
Board Tenure in Years (Director Nominees)
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Our Corporate Governance Guidelines set a retirement age of 75, after which directors may no longer be nominated or re-nominated to the Board. This guideline may be waived from time to time as the Board deems advisable.
Director Commitments and Responsibilities
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Each of our directors represents shareholders as a whole rather than any particular shareholder or group of shareholders. Individual directors are required to notify the Nominating & Governance Committee’s Chair, and the Chairman of the Board, of any change in business or professional affiliations or responsibilities, including retirement, so that conflicts and other Board composition issues can be considered. The Lead Director is also involved in this evaluation process. A director is required to offer his or her resignation from the Board in the event a director leaves a full-time job or otherwise materially changes his or her full-time employed position or status for any reason (for example, by resignation, termination, reassignment or retirement). The resignation may be accepted or not accepted, on behalf of the Board, by the Chair of the Nominating & Governance Committee after consulting with other Committee or Board members in the reasonable discretion of the Chair.
In addition, under our Corporate Governance Guidelines, a director should offer to resign if the Nominating & Governance Committee concludes that he or she no longer meets the Company’s requirements for service on the Board, which includes the obligation to devote the time and effort necessary to fully meet their duty of care to shareholders. We believe all our directors have demonstrated a strong commitment to service on our Board in terms of meeting attendance, substantive discussion and effective leadership.
Annual Board and Committee Evaluations
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Led by our Nominating & Governance Committee, our Board and its committees annually perform self-evaluations
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that allow for open and candid feedback on Board effectiveness, performance and process. Our evaluation process also includes biennial reviews of each of our directors by each of their peers.
Our Lead Director and each of our committee chairs incorporate feedback received from these evaluations to enhance Board governance, process, collaboration and productivity, including by identifying possible topics for future meetings and other matters, including potential skills
and attributes for future director nominees and committee composition. In 2021, results of the Board and committee evaluations were overwhelmingly positive.
In the self-evaluation context our Nominating & Governance Committee further considers the composition of the Board and its committees, including diversity considerations and whether the Board and each of its committees have the right mix of skill sets, qualifications, backgrounds, experience, talent and other considerations in order to function effectively.
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Board Leadership Structure
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Our Board’s mandate under Swiss law includes overall supervision and control of management of the Company. Though our management and employees direct and are responsible for the business operations of the Company and its divisions, and implementation of policies and strategies approved by the Board, the power of management is fundamentally delegated from the Board.
Our Organizational Regulations and Corporate Governance Guidelines provide the Board with the right and flexibility to recommend to shareholders that the responsibilities of Chairman of the Board and Chief Executive Officer be vested in the same individual or in more than one individual, as the Board determines to be in the best interest of the Company. Our Board has determined it to be in the best interests of the Company, at this time, to vest the responsibilities of Chairman and CEO in Evan G. Greenberg because the Board believes he has the skills and experience to best perform both roles. While Mr. Greenberg serves as Chairman, Board leadership comes also from our Lead Director, currently Michael P. Connors. Our Lead Director’s powers are significant.
Our Nominating & Governance Committee regularly reviews and discusses Board composition, leadership and structure, and advises the Board as appropriate. The Nominating & Governance Committee also considers feedback from shareholders.
The Board, upon recommendation from the Nominating & Governance Committee, recommends the Chairman for shareholder approval annually in accordance with Swiss law.
Chubb’s Board leadership structure has evolved over time. For example, the Chairman and CEO roles were separate immediately before May 2007. Mr. Greenberg was promoted to CEO in 2004 and was not appointed Chairman of the Board until three years later.
As Chubb and its circumstances develop in the future, the Board will continue to examine its leadership structure, consider shareholder feedback and will at all times conduct itself in the manner it determines to be in the best interests of
the Company and its shareholders. We expect that the Company will always have either an independent lead director or a non-executive chairman.
Independent Lead Director — Role and Responsibilities
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Our Lead Director provides independent Board leadership. Specific responsibilities include:
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Establishing the agenda (with the Chairman) for Board meetings
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Authority to convene meetings of the Board
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Presiding at executive sessions of the independent directors at every regular Board meeting and at other times as the Lead Director may separately call
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Providing a forum for independent director feedback at those executive sessions and communicating that feedback to the Chairman
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Ensuring an appropriate level of Board independence in deliberations and overall governance
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Working with the Nominating & Governance Committee in the Board’s performance evaluation process and the Compensation Committee in the CEO evaluation process and compensation determination
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Facilitating communication between Board members and the Chairman of the Board
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Empowerment to respond to non-audit related shareholder inquiries, 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
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Helping to assure that all Board members have the means to, and do, carry out their fiduciary responsibilities
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Communicating regularly with our CEO on matters of significance, and with the other independent directors to help foster independent thinking
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Corporate Governance — The Committees of the Board
The Committees of the Board
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The Board of Directors has five committees: Audit, Nominating & Governance, Compensation, Risk & Finance and Executive. The principal role, independence standards and meetings held during 2021 are outlined below. For more information on committee members, see our Board of Director profiles beginning on page 22.
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Committee
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Role & Responsibilities
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Independence
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Meetings
Held 2021
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Audit Committee
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Chair:
Robert W. Scully
Members:
Theodore E. Shasta
David H. Sidwell
Luis Téllez
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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.
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All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board
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Fourteen meetings and one in-depth session covering various matters further described in the Audit Committee Report beginning on page 118
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Nominating & Governance
Committee
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Chair:
Mary Cirillo
Members:
Michael P. Connors
Frances F. Townsend
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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 committee structure and committee assignments, and advise the Board on matters of organizational and corporate governance, including our Corporate Citizenship (ESG) activities and related policies.
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.
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All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board
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Four meetings
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Committee
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Role & Responsibilities
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Independence
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Meetings
Held 2021
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Compensation Committee
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Chair:
Frances F. Townsend
Members:
Mary Cirillo
Michael P. Connors
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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 personal goals and objectives. Based on this evaluation, it sets the CEO’s compensation level, both as a committee and together with the other independent directors, and approves NEO compensation.
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.
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All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board
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Four meetings and several in-depth sessions covering various matters
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Risk & Finance Committee
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Chair:
Olivier Steimer
Members:
Michael G. Atieh
Sheila P. Burke
Robert J. Hugin
Eugene B. Shanks, Jr.
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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.
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All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board
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Four meetings
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Our Board also has an Executive Committee, comprised of the Chairman of the Board (as Chair) and each of our other committee chairs (as members). The Executive Committee did not meet in 2021 and has not met since 2011. Its primary focus is to act for the full Board when it is not practical to convene a meeting of the full Board. The Executive Committee is authorized to exercise all the powers and authorities of the Board, except as expressly limited by applicable law or regulation, stock exchange rule, our Articles of Association or our Organizational Regulations, and except for matters expressly reserved for another committee.
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Corporate Governance — Board Oversight of Our Independent Advisors
Board Oversight of Our Independent Advisors
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Independent Auditors
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Our Audit Committee hires, determines the compensation of, and decides the scope of services performed by, our independent auditors. It also has the authority to retain outside advisors.
Our Audit Committee evaluates the qualification, performance and independence of our independent auditors. As part of this evaluation, rotation of our independent auditors is periodically considered. If required by applicable law or regulation relating to auditor rotation or otherwise, or if the Audit Committee otherwise determines it is necessary, it will initiate and stay actively involved in the process to select and replace the independent auditors. In addition, in connection with regular mandated rotation of audit partners, the Audit Committee is directly involved in the selection of the lead audit partner.
In determining whether to re-appoint the Company’s independent auditor, the Audit Committee took into consideration a number of factors, including:
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the length of time the firm has been engaged;
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the quality of the Audit Committee’s ongoing discussions with the firm;
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the firm’s global capabilities and depth of understanding of our businesses;
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an assessment of the professional qualifications and past performance of the lead audit partner and their global audit team; and
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the appropriateness of fees for audit and non-audit services.
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Compensation Consultants
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Our Compensation Committee has the authority to retain advisors and must assess the independence of any advisor so retained. Our Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any such compensation advisor. During 2021, our Compensation Committee retained Pay Governance as its independent compensation consultant. Pay Governance did not perform any other work for the Company in 2021 other than advising our Compensation Committee and, with respect to director compensation, our Nominating & Governance Committee.
Search Firm Consultants
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Our Nominating & Governance Committee from time to time retains a search firm to identify and evaluate potential director candidates, and has the authority to approve the firm’s fees and other retention terms. Our Nominating & Governance Committee may also retain other advisors.
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Corporate Governance — Board Oversight of Risk and Risk Management
Board Oversight of Risk and Risk Management
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As an insurer, the Company is in the business of managing risk. As part of its oversight of the Company and its business activities, the Board takes very seriously its role in risk management. The Board has established the Risk & Finance Committee for purposes of risk assessment and management as described in its charter and further below, and other committees are also tasked with oversight of particular risks. These committees are composed entirely of independent directors.
Under Swiss law, the Board of Directors has ultimate responsibility for management and direction of the Company. The full Board also discusses and considers risk management issues at each of its meetings. The Board will adjust its practices with respect to risk management oversight whenever it determines it needs to do so and will involve itself in particular risk areas or business circumstances where its proper exercise of oversight demands it.
The Board’s role in risk oversight is consistent with the Company’s leadership structure, with the CEO and other members of senior management having responsibility for assessing and managing the Company’s risk exposure, and the Board and its committees providing oversight in connection with these efforts.
Risk & Finance Committee and Other Board Committee Oversight of Risk
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The goal of the Risk & Finance Committee is to oversee that the Company’s risk management process identifies and assesses relevant risks, has a reasonable and sound set of policies for setting parameters on risk, and, for specific material risks, has prepared itself to avoid or to mitigate outcomes that threaten the viability of the Company.
The Risk & Finance Committee helps execute the Board’s supervisory responsibilities pertaining to enterprise risk management, capital structure, financing arrangements and investments. This includes:
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evaluation of the integrity and effectiveness of the Company’s enterprise risk management procedures and systems and information;
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oversight of policy decisions about risk aggregation and minimization, including credit risk;
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assessment of the Company’s major decisions and preparedness levels pertaining to perceived material risks;
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oversight of the capital structure and financing arrangements in support of the Company’s plans and consistent with its risk tolerances; and
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oversight of management’s investment of the Company’s investible assets and underwriting strategy as well as monitoring overall conditions and developments with respect to these assets and, again, make certain they are consistent with the Company’s risk tolerances.
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The Risk & Finance Committee meets regularly with Company management, including the Chief Risk Officer, Chief Financial Officer, Chief Investment Officer, Treasurer and others, in fulfillment of its responsibilities. The Chief Risk Officer reports to both the Risk & Finance Committee and the CEO. The Risk & Finance Committee also conducts joint meetings, such as with the Audit Committee on enterprise risk management matters and the Compensation Committee Chair on compensation risk.
Other Board committees are also responsible for certain other risks. Examples of particular risks overseen by our other Board committees include the following:
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The Audit Committee is responsible for oversight of the Company’s financial statements, financial reporting and internal controls, including model risk; the process for establishing insurance reserves; the Company’s cyber-security program and related exposures and risks; and legal, regulatory and compliance matters.
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The Compensation Committee is responsible for overseeing succession planning and employee compensation policies and practices, including how specific business risks are taken into account or mitigated as part of the design and structure of our compensation program. For additional information, see “The Relationship of Compensation to Risk” section of the Compensation Discussion & Analysis.
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The Nominating & Governance Committee is responsible for overseeing the Company’s corporate governance structure and practices and our Corporate Citizenship (ESG) activities and related policies, including associated risks.
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Each committee periodically reports to the Board on its risk oversight activities. Committees may also consult with one another on certain risks where appropriate. Risk oversight responsibilities may change, from time to time, based on the Company’s evolving needs.
Climate Change and Environmental Risk Oversight
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We are an underwriting company and we recognize that climate change affects the risks we insure. Our Board is proactively engaged on this issue. At the Board level, the Risk & Finance Committee’s role in executing the Board’s supervisory responsibilities pertaining to risk management encompasses the risks associated with climate change and catastrophe risk, including those relating to our underwriting activities. The Nominating & Governance Committee is responsible for overseeing our Corporate Citizenship (ESG) program, which includes initiatives relating to climate change and the environment, such as our coal policy on underwriting and investment, corporate environmental goals and philanthropic efforts.
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Additionally, the Company’s management-level Executive Committee, comprised of our most senior executive leaders including the Chairman and CEO, General Counsel, Chief Risk Officer and the Vice Chairman who has responsibility for Chubb’s global environmental program and climate sustainability strategy, has responsibility for ensuring that Chubb’s ESG and Corporate Citizenship activities, including those related to climate change issues, are consistent with the Company’s culture, values, corporate mission, and business objectives, including those pertaining to climate-related risks and opportunities. The strategy and governance for the management of climate change are aligned across Chubb’s organization, including the Company’s Risk and Underwriting Committee, product boards and risk-related committees to (i) oversee the operationally focused climate and environmental sustainability policies, strategies and programs of Chubb, including the Company’s greenhouse gas measurement and reduction activities (Operational Climate Committee) and (ii) collaborate cross-divisionally to pursue opportunities to develop and expand climate-relevant products and services (Climate Advisory Group).
Cyber-Security/IT Risk Oversight
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The Audit Committee is tasked with oversight of the Company’s cyber-security program and related exposures and risks, about which the Audit Committee periodically reports to the full Board and consults with the Risk & Finance Committee. Review and oversight may generally encompass data breach risk and impact; cyber protection and detection controls; privacy matters; third-party risks; cyber trends and events; and other topics.
The Risk & Finance Committee is responsible for oversight of risk generally and identifying significant risks, which may include risks relating to cyber-security and privacy, business continuity risk (including the resilience of IT operations and physical infrastructure) and cyber underwriting risk.
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What Is Our Related Party Transactions Approval Policy And What Procedures Do We Use To Implement It?
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The Board of Directors has adopted Related Party Transactions Guidelines. For the purposes of our Related Party Transactions Guidelines, a related party is any person who is:
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a director, director nominee or executive officer of the Company;
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•
a beneficial owner of more than 5% of the Company’s outstanding Common Shares at the time the transaction occurred or existed; and
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any immediate family member of any of the foregoing.
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Related Party Transactions
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Our Related Party Transactions Guidelines are administered by our Board’s Nominating & Governance Committee. The guidelines require prior review and approval of transactions in which (a) the aggregate amount involved exceeds or is expected to exceed $120,000 in any fiscal year, (b) the Company was, is or will be a participant and (c) any related party had, has or will have a direct or indirect material interest. Related party transactions subject to the guidelines must be approved by the Nominating & Governance Committee, although the Board or the Nominating & Governance Committee may determine from time to time that the authority to review and approve certain related party transactions should instead reside with the full Board.
The Company recognizes that there are types of transactions involving a related party that are appropriate and may be in, or may not be inconsistent with, the interests of the Company and its shareholders. Accordingly, our Related Party Transactions Guidelines deem as pre-approved:
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Transactions involving our sale of insurance or reinsurance in the ordinary course of business on terms that are generally available to similarly situated parties that are not related to us, and payments or settlements of claims on such policies in the ordinary course of business on commercially reasonable terms;
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Compensation of executive officers or directors that is reported in the compensation tables or other disclosures in our proxy statement;
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Compensation of a type that would be reported if the related party were named in the proxy statement, provided the Compensation Committee has approved such compensation;
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Payment or reimbursement of a director’s or employee’s expenses incurred in performing such person’s Company-related responsibilities;
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Any transaction in which the related party’s interest arises solely from ownership of securities issued by the Company and all holders of such securities receive the same benefits pro rata as the related party;
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Contributions to the Company’s political action committee by a related party;
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Payments passed through a related party or affiliate of a related party but not from or for such related party or affiliate’s account; and
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Transactions in which the related party’s interest arises only from (i) (1) such person’s position as a director of an entity, (2) the direct or indirect ownership by such person and all immediate family members of such person, in the aggregate, of less than a 10% equity interest in an entity (other than a partnership) or (3) both such position and ownership; or (ii) such person’s position as a limited partner
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Corporate Governance — What Is Our Related Party Transactions Approval Policy And What Procedures Do We Use To Implement It?
in a partnership in which the person and all immediate family members of such person have an equity interest of less than 10%.
There is a financial limit condition to the determination of pre-approval status for the transactions or payments listed in the first bullet above. If transactions involve payments to an entity for which a director is an employee or general partner or a director’s immediate family member is an executive officer or general partner totaling the greater of $1 million or 2% of that entity’s annual consolidated gross revenue, then they will not be considered pre-approved and will be subject to the review procedures of the guidelines.
Not-for-Profit Organizations
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Our Related Party Transactions Guidelines require the Nominating & Governance Committee to review and approve or, if not subject to pre-approval under the guidelines, ratify, and determine that no conflict of interest exists regarding, financial contributions greater than $50,000 in the aggregate per fiscal year by the Company (or its charitable foundations) to not-for-profit organizations for which a director, nominee, executive officer or an immediate family member of any of the foregoing serves as a director, trustee or senior officer.
How Do We Monitor Related Party Transactions?
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We have established procedures to monitor related party transactions so that we can submit them to the Nominating & Governance Committee or the Board of Directors under our Related Party Transactions Guidelines. We have compiled a list of relevant persons and entities, which we update on a regular basis, and search various databases to identify payments to or from these persons or entities. Our directors, nominees for director and executive officers are also periodically required to report related party transactions of which they are aware to the Chief Compliance Officer, including transactions in which an immediate family member or entity associated with such family member has an interest. We also circulate directors’ and officers’ questionnaires that inquire about, among other things, related parties and related party transactions.
Our Code of Conduct addresses procedures to follow with respect to matters that raise potential conflicts, including a requirement that our employees, officers and directors report potential conflicts as part of their annual Code of Conduct affirmation statement. In addition, we poll key officers to determine whether they are aware of any transactions that may be subject to our Related Party Transactions Guidelines.
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What Related Party Transactions Do We Have?
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From time to time, institutional investors, such as large investment management firms, mutual fund management organizations and other financial organizations, with whom we conduct business in the ordinary course on an arm’s-length basis, become beneficial owners (through aggregation of holdings of their affiliates and/or on behalf of other beneficial owners for whom they act as investment advisor or investment manager) of 5% or more of our Common Shares and, as a result, are considered a related party under our Related Party Transactions Guidelines.
We engaged in the transactions described below with shareholders who owned more than 5% of our Common Shares at the time of the transaction and with other related parties, and we may transact such business during 2022.
Some of our related party transactions include related parties or entities that have purchased from us, or sold to us, insurance or reinsurance. We believe the terms of these transactions were no more favorable to either them or us than the terms made available to unrelated counterparties. As such, they may receive or make claim payments on such policies in the ordinary course of business.
Wellington Management Company LLP provides investment management services to some of our subsidiaries, our legacy defined benefit plan and the Chubb Charitable Foundation. In 2021, we paid Wellington approximately $20 million for these services. Wellington managed approximately 17% of our investment assets as of the end of 2021.
BlackRock Inc. entities provide investment management services to some of our subsidiaries and our qualified and non-qualified benefit plans. In 2021, we paid BlackRock approximately $21 million for these services. BlackRock managed approximately 20% of our investment assets as of the end of 2021, and, additionally, approximately $1.4 billion of investment assets for our legacy United Kingdom defined benefit and defined contribution programs.
BlackRock affiliates also provide investment management services for certain assets within one of our United Kingdom pension plans, and receive fees to the extent participants in the plan choose to invest in BlackRock funds (which are offered among other investment options through the plan). The fees are borne by the participants in the plan. In addition, we include BlackRock funds as among the investment options that may be selected by our clients with respect to their separate accounts with us. We understand that BlackRock funds may pay investment management fees to BlackRock, Inc. and/or its affiliates for their services to the funds.
In 2015, our subsidiary Chubb Tempest Reinsurance Ltd. (CTR) and an affiliate of BlackRock partially funded ABR Reinsurance Capital Holdings, Inc. (ABR), a Bermuda reinsurance holding company. Both CTR and the BlackRock affiliate invested in common shares of ABR in a private placement. ABR reimbursed Chubb and BlackRock for certain expenses incurred by each of them for the formation of ABR and its reinsurance subsidiary. In addition, Chubb and BlackRock established contractual relationships with ABR
​
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Corporate Governance — What Related Party Transactions Do We Have?
(Chubb in connection with reinsurance and reinsurance operations, and BlackRock in connection with asset management), and entered into a fee-sharing arrangement with each other to equally share certain fees payable by ABR pursuant to these contracts. We received a payment from BlackRock of approximately $4.4 million pursuant to the fee-sharing arrangement in 2021. Additionally, in 2021, each of CTR and a BlackRock affiliate agreed to provide a limited guaranty, on a several and not joint basis, of certain obligations owed by ABR to certain financial institutions pursuant to a term-loan credit agreement. CTR receives an annual fee of $843,000 as consideration for the limited guaranty.
T. Rowe Price Associates, Inc. (Price Associates) provides investment management services to some of our subsidiaries. In 2021, we paid Price Associates approximately $12 million for these services. Price Associates managed approximately 3.5% of our investment assets as of the end of 2021. Price Associates and its affiliates also manage certain funds offered to participants in our 401(k) and non-qualified benefit plans. The associated fees are borne by the participants in the plan.
State Street Corporation (State Street) affiliates provide us with custody banking, accounting and investment compliance software services. In 2021, we paid State Street approximately $13 million for these services.
The Vanguard Group manages certain funds offered to participants in our 401(k) plan and non-qualified benefit plans. The fees are borne by participants in these plans.
Aquiline Capital Partners LLC manages private investment funds in which Company affiliates invest (Aquiline Funds), and its Chief Executive is Jeffrey Greenberg, the brother of our Chairman and CEO, Evan Greenberg. In 2021, we invested approximately $100.5 million and received approximately $42.8 million in distributions from the Aquiline Funds. Our total aggregate commitments under the Aquiline Funds, inclusive of amounts that have not been invested, is $340 million.
Starr Indemnity & Liability Company and its affiliates (collectively, Starr) have entered into agency, claims services, underwriting services and reinsurance agreements with some of our subsidiaries. Chubb’s insurance companies around the world sell insurance through a variety of distribution channels, the most significant of which are relationships with brokers and agents. The Chairman of Starr is Maurice Greenberg, the father of our Chairman and CEO, Evan Greenberg. A number of our agreements with Starr pre-dated our acquisition of Chubb Corp. in January 2016. As a result of the acquisition, we obtained Chubb Corp.’s pre-existing business, which included agency agreements and agreements in which Chubb Corp. was both a cedent to Starr and a reinsurer of Starr.
Under an agency agreement with Starr as one of our non-exclusive agents, we secure the ability to sell our insurance policies through Starr, and Starr provides us business (in exchange for a commission) as one of our
non-exclusive agents for writing policies, contracts, binders or agreements of insurance or reinsurance classified as property, boiler and machinery, and/or inland marine insurance. Starr adjusts the claims under these policies and works with us to arrange for third party reinsurance in respect of these policies.
The business written through Starr applies to risks in the United States or Canada, and to worldwide risks for entities domiciled, having their principal places of business in or conducting a substantial portion of their business in the United States or Canada. It includes both direct Starr business and Starr business we assume from third party reinsurers. In 2021, we generated approximately $592 million in gross written premiums through the agency, claims services and underwriting services agreements with Starr and third party assumptions. We paid Starr a total of approximately $114 million in commissions for direct Starr business.
We cede a portion of the premiums generated through the Starr agency relationship to Starr as part of our reinsurance program. In 2021, we ceded approximately $321 million in premiums written to Starr, and collected ceding commissions of approximately $73 million.
In our agency agreement with Starr, we have also entered into a profit-sharing arrangement based on loss ratios under the program if Starr writes a minimum of $20 million of net written premiums of program business per annum. Profit share amounts are payable on June 30 of each year. The profit share amount we will pay in any year will depend on how much program business Starr underwrites on our behalf and the calculation of the profit share amount. No profit share commission has been payable yet under this arrangement.
Starr affiliates also provide Chubb with corporate insurance coverage for which we paid Starr approximately $300,000 in premiums in 2021.
We have entered into these contracts because we judge them to be good for our business, and our Board has determined the relationship to be beneficial to Chubb. Our Nominating & Governance Committee and Board of Directors reviewed and approved our arrangements with Starr, and receive regular updates on this relationship. Our CEO is not involved in negotiating the terms of these agreements.
Other Related Party Transactions
​
A Company subsidiary employs a brother of John Lupica (a named executive officer of the Company) as a divisional president. Mr. Lupica’s brother was hired in 2000 and was not hired by, and does not report directly to, Mr. Lupica. His compensation was established by the Company in accordance with its compensation practices applicable to employees with equivalent qualifications and responsibilities and holding similar positions. He received salary and incentive compensation valued in the aggregate at approximately $1,864,000 for 2021.
​
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Corporate Governance — Delinquent Section 16(a) Reports
Delinquent Section 16(a) Reports
​
Certain officers, including our executive officers, and the directors of the Company are subject to the reporting requirements of Section 16 of the Securities and Exchange Act of 1934 (the Exchange Act). We believe that all our directors and Section 16 reporting officers complied on a timely basis with filing requirements arising during 2021 under Section 16(a) of the Exchange Act, except that as a result of inadvertent administrative error, Evan Greenberg filed two late reports on Form 4 reporting a December 2020 gift of unexercised stock options and a November 2020 gift of Common Shares, in each case to entities for which adult family members of Mr. Greenberg are beneficiaries.
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Director Compensation
Board of Directors’ Role and Compensation
​
Chubb’s Board of Directors represents shareholder interests through overall management of the Company and its operations. The Board reviews and approves the Company’s strategy and supports disciplined execution of these goals, contributing significantly to Chubb’s continued growth and short-term and long-term financial performance.
Board members, with the exception of the Chairman and CEO, are not employees of the Company and receive fixed compensation for their role as directors, committee members and committee chairs. Board member compensation is not
tied to the achievement of specific corporate results or performance targets. Instead, the amounts paid are based on the market for board membership of our competitors and other insurance and similarly-sized companies.
The Board does not have absolute discretion with respect to its own compensation. Each year shareholders are asked to approve maximum aggregate Board compensation and our Board explains its intended use. See Agenda Item 11.1 for more information.
​
Elements of Director Compensation
​
Pay Component
​ ​
2021 Compensation
​
​
Standard Compensation
Per year of service from May annual general meeting to the next May annual general meeting
​ ​
$305,000
–
$180,000 in restricted stock awards based on the fair market value of the Company’s Common Shares at the date of award
​
–
$125,000 in cash, paid quarterly
​
 ​
​
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
 ​ ​ $2,000 meeting fee was paid for attendance at a special Board meeting held in 2021. ​
Directors may elect to receive all of their compensation, other than compensation for special meetings, in the form of restricted stock awards issued on an annual basis.
Restricted stock is awarded at beginning of the plan year (the date of the Annual General Meeting) and becomes non-forfeitable at end of the plan year, provided that the grantee has remained a Chubb director continuously during that plan year.
In addition to the compensation described above, we have a matching contribution program for directors pursuant to which we will match director charitable contributions to
eligible registered charities, churches and other places of worship or schools up to a maximum of $20,000 per year. In 2021, in line with our commitment to COVID-19 pandemic relief efforts globally, we also matched director contributions up to an additional $20,000 to qualifying non-profit organizations delivering pandemic relief support.
In February 2021 the Nominating & Governance Committee retained Pay Governance to provide a survey and analysis of director compensation. The Committee considered the Pay Governance survey and analysis, and recommended to the Board, and the Board approved, our Outside Directors Compensation Parameters with no changes.
​
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Director Compensation — Board of Directors’ Role and Compensation
In February 2022 the Nominating & Governance Committee again retained Pay Governance to provide its annual survey and analysis of director compensation. The Committee considered the Pay Governance survey and analysis, and recommended to the Board, and the Board approved, changes to our Outside Directors Compensation Parameters effective as of the date of the Annual General Meeting. The changes were based on, among other things, a comparison of our compensation structure to that of our competitors and other
insurance and similarly-sized companies, that total director compensation was below the median of such companies, and that the annual cash and equity retainers had not been increased since 2019. As a result the annual cash retainer was increased from $125,000 to $135,000 and the annual equity retainer was increased from $180,000 to $190,000. No other change was made with respect to any other element of director compensation.
​
Director Stock Ownership Requirements
​
Our Corporate Governance Guidelines specify director equity ownership requirements to further align their interests with our shareholders. Chubb awards independent directors restricted stock awards as part of their standard compensation. The Company requires minimum equity ownership of $600,000 for outside directors (based on stock price on date of award).
Each Director has until the fifth anniversary of his or her initial election to the Board of Directors to achieve this minimum. Deferred restricted stock units (which we no longer grant) and restricted stock, whether or not vested, are counted toward achieving this minimum. All of our Directors who have served for at least five years satisfy Chubb’s director equity ownership requirements.
Once a Director has achieved the $600,000 minimum equity ownership, this requirement remains satisfied going forward as long as he or she retains the number of shares valued at $600,000 based on the NYSE closing price for the Company’s Common Shares as of the date such minimum threshold is initially met.
Any vested shares held by a Director in excess of the minimum share equivalent may be sold at the Director’s discretion after consultation with our General Counsel. Directors are not permitted to pledge or hedge Common Shares.
​
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Director Compensation — 2021 Director Compensation
2021 Director Compensation
​
The following table sets forth information concerning director compensation paid or, in the case of restricted stock awards, earned, during 2021.
​
Name
​ ​
Fees Earned or Paid
in Cash
 ​ ​
Stock Awards1
 ​ ​
All Other
Compensation2
 ​ ​
Total
 ​
​
Michael G. Atieh
 ​ ​
$127,000
​ ​
$180,000
​ ​
$20,000
​ ​
$327,000
​
​
Sheila P. Burke
 ​ ​
$127,000
​ ​
$180,000
​ ​
$13,000
​ ​
$320,000
​
​
James I. Cash3
 ​ ​
$33,250
​ ​
$67,500
​ ​
$41,956
​ ​
$142,706
​
​
Mary Cirillo4
 ​ ​
$2,000
​ ​
$325,000
​ ​
$35,000
​ ​
$362,000
​
​
Michael P. Connors
 ​ ​
$183,250
​ ​
$180,000
​ ​
$10,000
​ ​
$373,250
​
​
John A. Edwardson3
 ​ ​
$2,000
​ ​
$114,375
​ ​
$3,304
​ ​
$119,679
​
​
Robert J. Hugin5
 ​ ​
$2,000
​ ​
$305,000
​ ​
$20,000
​ ​
$327,000
​
​
Robert W. Scully6
 ​ ​
$2,000
​ ​
$340,000
​ ​
$20,000
​ ​
$362,000
​
​
Eugene B. Shanks, Jr.
 ​ ​
$127,000
​ ​
$180,000
​ ​
—
​ ​
$307,000
​
​
Theodore E. Shasta
 ​ ​
$127,000
​ ​
$180,000
​ ​
$20,000
​ ​
$327,000
​
​
David H. Sidwell
 ​ ​
$127,000
​ ​
$180,000
​ ​
$20,000
​ ​
$327,000
​
​
Olivier Steimer
 ​ ​
$152,000
​ ​
$180,000
​ ​
$40,000
​ ​
$372,000
​
​
Luis Téllez
 ​ ​
$93,750
​ ​
$112,500
​ ​
—
​ ​
$206,250
​
​
Frances F. Townsend
 ​ ​
$145,750
​ ​
$180,000
​ ​
—
​ ​
$325,750
​
​
1
This column reflects restricted stock awards earned during 2021. Restricted stock awards were granted on the date of the 2021 and 2020 annual general meetings, respectively, and vest on the date of the subsequent year annual general meeting. The grant date fair value of the restricted stock awards for 2021 are based on the Common Share value of $166.16 and amount to $179,951 for each director. This amount does not include Common Shares received in lieu of cash for annual retainer or committee fees earned, which are described in footnotes three, four, five and six to this table.
​
2
All other compensation also includes matching contributions made under our matching contribution program for directors (pursuant to which we match director charitable contributions to eligible non-profit organizations up to a maximum amount, which was $40,000 in 2021; see “Board of Directors’ Role and Compensation” above for additional details) and retirement gifts.
​
Chubb credits dividend equivalents on previously granted deferred restricted stock units (which Chubb stopped issuing in 2009) held by a few longer-serving directors and market value units held by directors that were assumed in connection with the Chubb Corp. acquisition in 2016. Stock units are issued equivalent in value to the dividend payments that those directors would have received if they held stock. In accordance with SEC rules, “All Other Compensation” does not include these dividend payments because the dividends relate to awards granted many years ago and the underlying awards were granted at fair value based on the closing stock price on the date of the award, which factored in future dividend payments.
3
Dr. Cash and Mr. Edwardson each retired from our Board upon the expiration of their respective terms at the May 2021 annual general meeting. Included in Mr. Edwardson’s stock awards is a pro-rated portion of the annual retainer fee of $125,000 paid in stock, rather than cash, at the election of the director.
​
4
Included in Ms. Cirillo’s stock awards are the following amounts which were paid in stock, rather than cash, at the election of the director: an annual retainer fee of $125,000 for which she received 753 restricted stock awards and a committee chair fee of $20,000 for which she received 120 restricted stock awards.
​
5
Included in Mr. Hugin’s stock awards is an annual retainer fee of $125,000 for which he received 753 restricted stock awards, rather than cash, at the election of the director.
​
6
Included in Mr. Scully’s stock awards are the following amounts which were paid in stock, rather than cash, at the election of the director: an annual retainer fee of $125,000 for which he received 753 restricted stock awards and a committee chair fee of $35,000 for which he received 211 restricted stock awards.
​
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Information About Our
Share Ownership
How Many Shares Do Our Directors, Nominees and
SEC Executive Officers Own?
​
The following table sets forth, as of March 18, 2022, the beneficial ownership of Common Shares by each of our NEOs, directors and director nominees, and by all directors, director nominees and SEC executive officers as a group. Unless otherwise indicated, the named individual has sole voting and investment power over the Common Shares listed in the Common Shares Beneficially Owned column. The Common Shares listed for each director, director nominee and NEO, and for all directors, director nominees and SEC executive officers as a group, constitute less than 1% of our outstanding Common Shares.
​
Name of Beneficial Owner
​ ​
Common Shares
Beneficially Owned
 ​ ​
Common Shares
Subject to Options1
 ​ ​
Restricted
Common Shares2
 ​
​
Evan G. Greenberg3 4 10 11
 ​ ​
758,775
​ ​
790,532
​ ​
222,055
​
​
Peter C. Enns10
 ​ ​
3,000
​ ​
—
​ ​
28,418
​
​
Philip V. Bancroft4 10 11 15
 ​ ​
35,518
​ ​
119,954
​ ​
22,501
​
​
John W. Keogh3 10
 ​ ​
186,003
​ ​
224,670
​ ​
89,433
​
​
Paul J. Krump10 11 12
 ​ ​
20,464
​ ​
—
​ ​
38,750
​
​
John J. Lupica3 10
 ​ ​
152,196
​ ​
168,873
​ ​
69,795
​
​
Michael G. Atieh5 6 7
 ​ ​
16,579
​ ​
—
​ ​
1,083
​
​
Kathy Bonanno
 ​ ​
—
​ ​
—
​ ​
—
​
​
Sheila P. Burke13 14
 ​ ​
5,244
​ ​
—
​ ​
1,083
​
​
Mary Cirillo6
 ​ ​
26,070
​ ​
—
​ ​
1,956
​
​
Michael P. Connors
 ​ ​
14,279
​ ​
—
​ ​
1,083
​
​
Robert J. Hugin8
 ​ ​
13,251
​ ​
—
​ ​
1,836
​
​
Robert W. Scully9
 ​ ​
42,802
​ ​
—
​ ​
2,047
​
​
Eugene B. Shanks, Jr.
 ​ ​
11,369
​ ​
—
​ ​
1,083
​
​
Theodore E. Shasta
 ​ ​
14,556
​ ​
—
​ ​
1,083
​
​
David H. Sidwell
 ​ ​
11,150
​ ​
—
​ ​
1,083
​
​
Olivier Steimer6
 ​ ​
19,251
​ ​
—
​ ​
1,083
​
​
Luis Téllez
 ​ ​
—
​ ​
—
​ ​
1,083
​
​
Frances F. Townsend
 ​ ​
1,290
​ ​
—
​ ​
1,083
​
​
All directors and executive officers as a group (23 individuals)
 ​ ​
1,658,656
​ ​
1,623,233
​ ​
588,157
​
​
​
1
Represents Common Shares that the individual has the right to acquire within 60 days of March 18, 2022 through option exercises. For Mr. Greenberg, amount includes options that were gifted to entities for which adult family members of Mr. Greenberg are beneficiaries and for which he has no pecuniary interest.
​
2
Represents Common Shares with respect to which the individual has the power to vote (but not to dispose of).
​
3
Messrs. Greenberg, Keogh and Lupica share with other persons the power to vote and/or dispose of 72,085 shares, 13,675 shares and 88,700 shares, respectively, of the Common Shares listed. Of the Common Shares listed as held by all directors and executive officers as a group (including those in the immediately preceding sentence), the power to vote and/or dispose of 176,795 Common Shares is shared with other persons.
​
4
Mr. Greenberg has pledged 240,000 of the Common Shares beneficially owned by him and Mr. Bancroft has pledged 32,541 of the Common Shares beneficially owned by him. The amount included in the table for Mr. Greenberg also contains 338,294 additional pledged Common Shares that are owned by entities in which adult family members of Mr. Greenberg are beneficiaries. In each of the cases in this footnote, such pledging is consistent with the Company’s share pledging policy under which, effective January 2017, new pledging of any Chubb shares owned by executive officers or directors is prohibited.
​
5
Included in these amounts are Common Shares that will be issued to the director immediately upon his separation from the Board. These Common Shares relate to vested stock units granted as directors compensation and associated dividend reinvestment accruals. The number of such Common Shares at March 18, 2022 included in the above table for Mr. Atieh is 15,732 shares.
​
6
Not included in these amounts are Common Shares that will be issued to the director no earlier than 6 months following his or her separation from the Board. Such Common Shares relate to deferred restricted stock units granted as directors compensation and associated dividend reinvestment accruals. The number of such Common Shares at March 18, 2022 not included in the above table for each director is as follows: Mr. Atieh (21,227), Ms. Cirillo (15,389) and Mr. Steimer (3,728).
​
7
Includes 847 shares held by a family foundation. Mr. Atieh has no pecuniary interest in these shares.
​
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Information About Our Share Ownership — How Many Shares Do Our Directors, Nominees and SEC Executive Officers Own?
8
Includes 335 shares held by Mr. Hugin’s sons, of which Mr. Hugin disclaims beneficial ownership.
​
9
Includes 2,775 shares held by Mr. Scully’s daughter, of which Mr. Scully disclaims beneficial ownership.
​
10
Not included in these amounts are Restricted Common Shares representing a premium performance award with respect to the performance share awards granted in 2019, 2020, 2021 and 2022. Such Restricted Common Shares will vest on the third anniversary, subject to the satisfaction of certain service and performance-based criteria. Such shares will not be entitled to vote until vested. Dividends will be accumulated and distributed only when, and to the extent, that the shares have vested. The number of such Restricted Common Shares at March 18, 2022 not included in the above table for each NEO is as follows: Mr. Greenberg (144,336), Mr. Bancroft (14,625), Mr. Enns (8,171), Mr. Keogh (53,939), Mr. Krump (25,188) and Mr. Lupica (37,874).
​
11
Not included in these amounts are Restricted Stock Unit (RSU) awards granted in 2019 and 2020 for Mr. Greenberg and in 2019, 2020 and 2021 for Mr. Bancroft and in 2019, 2020, 2021 and 2022 for Mr. Krump. Such RSUs will vest evenly over four years. RSUs will not be entitled to vote until vested. Upon vesting, one Common Share will be delivered for each vested RSU. The number of such RSUs at March 18, 2022 not included in the above table for each NEO is as follows: Mr. Greenberg (12,737), Mr. Bancroft (5,574) and Mr. Krump (9,530).
​
12
Not included are 9,685 fully vested Deferred Stock Units that will not be payable, unless further deferred, until 6 months after separation from service.
​
13
Not included in these amounts are fully vested Market Value Units payable in Common Shares that will be paid out 3 months after separation from service, unless further deferred. The number of such Common Shares at March 18, 2022 for Ms. Burke is 11,012.
​
14
Not included in these amounts are fully vested Deferred Stock Units that will not be payable, unless further deferred, until the 90th day after the earliest to occur of the director’s (i) death, (ii) disability, or (iii) separation from service. The number of such Common Shares at March 18, 2022 for Ms. Burke is 28,837.
​
15
Includes shares beneficially owned by Mr. Bancroft, a named executive officer. Mr. Bancroft retired from the position of Chief Financial Officer of the Company effective July 1, 2021, and is no longer an executive officer of the Company.
​
Which Shareholders Own More Than 5% Of Our Shares?
​
The following sets forth information regarding each person, including corporate groups, known to us to own beneficially or of record more than 5% of our outstanding Common Shares as of December 31, 2021.
​
Name and Address of Beneficial Owner
​ ​
Number of Shares
Beneficially Owned
 ​ ​
Percent of
Class
 ​
​ The Vanguard Group1
100 Vanguard Blvd.
Malvern, Pennsylvania 19355 		​ ​
35,503,624
​ ​
8.24%
​
​ Wellington Management Group LLP2
c/o Wellington Management Company LLP
280 Congress Street
Boston, Massachusetts 02210 		​ ​
27,645,799
​ ​
6.42%
​
​ BlackRock, Inc.3
55 East 52nd Street
New York, New York 10055 		​ ​
27,072,528
​ ​
6.3%
​
​ T. Rowe Price Associates, Inc.4
100 E. Pratt Street
Baltimore, Maryland 21202 		​ ​
22,571,047
​ ​
5.2%
​
​ State Street Corporation5
State Street Financial Center
1 Lincoln Street
Boston, Massachusetts 		​ ​
21,994,670
​ ​
5.11%
​
​ Capital International Investors6
333 South Hope Street, 55th Fl
Los Angeles, CA 90071 		​ ​
21,774,217
​ ​
5.1%
​
​
1
Based on a Schedule 13G/A filed by The Vanguard Group on February 9, 2022. The Vanguard Group, together with certain of its wholly-owned subsidiaries acting as investment managers, may be deemed to have had beneficial ownership of 35,503,624 shares of common stock. No one person was known to have an interest with respect to more than 5% of the class of shares. The Vanguard Group had shared voting power over 687,789 shares, sole dispositive power over 33,757,315 shares, and shared dispositive power over 1,746,309 shares.
​
2
Based on a Schedule 13G/A filed by Wellington Management Group LLP (Wellington) on February 4, 2022. Wellington may be deemed to have had beneficial ownership of 27,645,799 shares of common stock that are owned by investment advisory clients, none of which is known to have such interest with respect to more than 5% of the class of shares. Wellington had shared voting power over 26,658,203 shares and shared dispositive power over 27,645,799 shares.
​
3
Based on a Schedule 13G/A filed by BlackRock Inc. on February 1, 2022. BlackRock, together with certain of its affiliates, may be deemed to have had beneficial ownership of 27,072,528 shares of common stock. No one person was known to have an interest with respect to more than 5% of the class of shares. BlackRock had sole voting power over 23,057,956 shares and sole dispositive power over 27,072,528 shares.
​
4
Based on a Schedule 13G/A filed by T. Rowe Price Associates, Inc. (Price Associates) on February 14, 2022. Price Associates may be deemed to have had beneficial ownership of 22,571,047 shares of common stock. Price Associates had sole voting power over 10,272,677 shares and sole dispositive power over 22,571,047 shares. These shares are owned by various individual and institutional investors which Price Associates serves as an investment adviser with power to direct investments and/or sole power to vote the securities, none of which is known to have such interest with respect to more than 5% of the class of shares. For the purposes of the reporting requirements of the Exchange Act, Price Associates is deemed to be a beneficial owner of such shares; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such shares.
​
5
Based on a Schedule 13G filed by State Street Corporation (State Street) on February 10, 2022. State Street, together with certain of its affiliates, may be deemed to have had beneficial ownership of 21,994,670 shares of common stock. No one person was known to have an interest with respect to more than 5% of the class of shares. State Street had shared voting power over 19,721,135 shares and shared dispositive power over 21,931,069 shares.
​
6
Based on a Schedule 13G/A filed by Capital International Investors (CII), a division of Capital Research and Management Company, on February 11, 2022. CII may be deemed to have had beneficial ownership of 21,774,217 shares of common stock as a result of acting as investment adviser in accordance with the rules of the Exchange Act. CII had sole voting power over 21,577,047 shares and sole dispositive power over 21,774,217 shares. No one person was known to have an interest with respect to more than 5% of the class of shares. For the purposes of the reporting requirements of the Exchange Act, CII is deemed to be a beneficial owner of such shares; however, CII expressly disclaims that it is, in fact, the beneficial owner of such shares.
​
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Compensation Committee Report
The Compensation Committee has reviewed and discussed the Compensation Discussion & Analysis contained in this proxy statement with management. Based on our review and discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion & Analysis be included in this proxy statement for the 2022 Annual General Meeting and the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
This report has been approved by all members of the Committee.
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Frances F. Townsend, Chair
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Mary Cirillo
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Michael P. Connors
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Executive Compensation
Compensation Discussion & Analysis
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The following Compensation Discussion & Analysis describes the 2021 compensation program for our named executive officers (NEOs). Our NEOs are determined based on applicable SEC rules. For 2021, our named executive officers were:
​ ​ ​ ​ ​ ​
​
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Evan G. Greenberg
Chairman and Chief Executive Officer
​
​
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Peter C. Enns
Chief Financial Officer
​
​
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John W. Keogh
President and Chief Operating Officer
​
​
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Paul J. Krump
Vice Chairman, Global Underwriting and Claims
​
​
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John J. Lupica
Vice Chairman; President, North America Insurance
​
​
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Philip V. Bancroft
Former Chief Financial Officer
(retired July 1, 2021)
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Executive Compensation — Executive Summary
Executive Summary
​
The Compensation Discussion & Analysis section of this proxy statement includes certain financial measures, including those considered in connection with compensation decisions, that are not presented in accordance with generally accepted accounting principles in the U.S. (U.S. GAAP), known as non-GAAP financial measures. These non-GAAP financial measures include core operating income, core operating return on equity, core operating return on tangible equity, P&C combined ratio and tangible book value per share. More information on the rationale for the use of these measures and reconciliations to U.S. GAAP can be found in “Non-GAAP Financial Measures” on page 128.
How Our Compensation Program Works
​
​
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
​
 ​ ​
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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
​
–
Tangible book value per share growth
​
–
P&C combined ratio
​
–
Core operating return on equity
​
–
Core operating return on
tangible equity
​
–
Core operating income
​
•
TSR modifier
​
•
Consideration of strategic achievements, including leadership and execution of key non-financial objectives
​
 ​ ​
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How We Paid
CEO total pay
•
$24.4 million, up 18.4% vs. 2020
​
•
Up 13% vs. 2019
​
Other NEO total pay
•
Up 24% on average vs. 2020 (comparison excludes
Messrs. Enns and Bancroft. Mr. Enns replaced Mr. Bancroft as Chief Financial Officer effective July 1, 2021)
​
 ​
Compensation Profile
​
Approximately 94% of the total direct compensation of our CEO and 88% of the total direct compensation of our other named executive officers* (NEOs) is variable or “at-risk.” Additionally, with respect to the annual long-term incentive equity award grant, in 2021 the Compensation Committee eliminated time-based restricted stock awards and moved to 100% performance-based vesting for the Chief Executive Officer (CEO), Chief Operating Officer (COO) and President, North America Insurance. Each of these executive’s annual equity award mix is now comprised entirely of performance shares and stock options. The percentage mix of performance shares was also increased to 75% for the other NEOs. The compensation components for each of our NEOs as considered by the Compensation Committee are summarized in the charts below. Further detail is provided in “2021 NEO Total Direct Compensation and Performance Summary” beginning on page 98.
CEO Total Direct Compensation
​
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Other NEOs Total Direct Compensation*
​
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*
Excludes compensation of Mr. Bancroft, who retired as Chief Financial Officer of the Company effective July 1, 2021.
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Executive Compensation — Executive Summary
Our CEO Compensation Process
​
Each year, the Compensation Committee sets a scorecard for the potential range of CEO compensation, with top-, middle- and low-end bands tied to achievement of specific financial, operational and strategic goals, considered together with TSR, as reflected in the following summary for 2021:
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Pay-for-Performance Framework
​
Each NEO has an annual cash incentive and long-term incentive opportunity denominated as a multiple of base salary.
​ ​ ​ ​
Annual Cash Incentive
​ ​
Long-Term/Equity Incentive
​
​
CEO​
 ​ ​ 0-6X base salary ​ ​ 0-12X base salary ​
​
Other NEOs​
 ​ ​ 0-4X base salary ​ ​ 0-8X base salary ​
The Compensation Committee conducts a holistic review of overall performance, factoring in the context of a highly competitive global insurance environment.
How We Use Peer Groups
​
We utilize two peer groups in order to (1) assess our financial performance against key metrics relative to our P&C insurance industry peers with whom we compete for business (Financial Performance Peer Group) and (2) align our CEO compensation with companies of comparable size and complexity that we seek to be competitive with for talent and compensation purposes (Compensation Benchmarking Peer Group). The Compensation Committee reviews and assesses the peers in both groups at least annually.
​
Financial Performance
Peer Group
​ ​ ​
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 Financial Services Group
​
 ​ ​ ​
•
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.
​
 ​
Why Vote “For” Say-on-Pay?
​
In support of our Board’s recommendations that you vote “For” our Swiss and SEC say-on-pay proposals, we highlight the following key factors:
​
Excellent financial performance both in absolute terms and relative to peers, reflecting record earnings, underwriting results and investment income, as well as outstanding underlying fundamentals and premium growth, including:
 ​
•
Record net income and net income per share of $8.5 billion and $19.27, respectively, up from $3.5 billion and $7.79, respectively, in 2020
​
•
Record core operating income and core operating income per share of $5.6 billion and $12.56, respectively, up from $3.3 billion and $7.31, respectively, in 2020
​
•
Consolidated net premiums written of $38 billion, up 12% from 2020, including commercial lines growth of 17.7%. P&C net premiums written delivered the strongest organic growth in more than 15 years
​
•
Record pre-tax net investment income of $3.5 billion and adjusted net investment income of $3.7 billion
​
•
Industry-leading P&C combined ratio of 89.1% in 2021 compared to 96.1% in 2020. The current accident year P&C combined ratio excluding catastrophe losses was a record 84.8% in 2021 compared to 86.7% in 2020
​
•
Book and tangible book value per share up 6.1% and 7.6%, respectively, for the year
​
•
Return on equity (ROE) was 14.3% in 2021 compared to 6.2% in 2020; core operating ROE was 9.9% in 2021 compared to 6.2% in 2020.
​
For comparative purposes, 2021 core operating ROE adjusted for the impact of mark-to-market on private equity investments was 13.6%
•
Core operating return on tangible equity (ROTE) was 15.3% in 2021 compared to 9.8% in 2020. For comparative purposes, 2021 core operating ROTE adjusted for the impact of mark-to-market on private equity investments was 20.9%
​
•
One-year and three-year annualized TSR, which include stock price appreciation plus reinvested dividends, were 27.9% and 16.8%, respectively; cumulative three-year TSR was 59.4%
​
​
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​ Successfully executed on significant strategic and operational goals and initiatives, including: ​
•
Capitalized on market conditions in commercial P&C by driving rate, growth and profitability while maintaining underwriting discipline and excellence in customer and partner service
​
•
Produced record financial performance and advanced strategic goals and initiatives in the midst of a continuing global pandemic
​
•
Advanced longer-term strategic objectives with our agreement to acquire Cigna’s accident and health and life insurance businesses in seven Asia-Pacific markets
​
•
Executed on China strategy by entering into agreements to increase stake in Huatai Insurance Group, a Chinese insurance company with more than 600 branches and approximately 19 million customers, which when completed would result in approximately 86.1% Chubb ownership
​
•
Established cyber advisory board of outside experts, and refined model and framework around risk mitigation and pricing for cyber insurance and natural catastrophes
​
•
Continued progress on digital transformation, putting the leadership talent, technical resources and organization in place and creating a strategic plan to transform how we do all aspects of our business in a digital age
​
•
Executed management changes and additions, leveraging existing capabilities and hiring to enhance leadership pipeline
​
•
Responded to the competitive recruiting environment and competition for talent that accelerated in 2021 by intensifying and executing on plans to retain and attract key talent
​
•
Further advanced diversity, equity and inclusion through specific plans focused on gender and racial equity and inclusive leadership in recruitment, career development and advancement opportunities to improve workforce diversity (see “Citizenship at Chubb” on page 58 for details)
​
•
Improved gender balance and racial diversity at the officer level and in early career hiring. Maintained strong focus on diversity in hiring and promotions at all levels
​
•
Continued to support a hybrid working model as an efficient means of conducting our business, and refined return to office protocols for safely bringing employees back to the office as soon as possible
​
•
Progressed climate change and sustainability-related initiatives, enhancing our governance structure around climate risk, opportunity and strategy, and publishing our first TCFD Report
​
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Long-Term Performance Highlights
​
Chubb has a distinguished and consistent track record of performance and outperformance relative to its insurance industry peers. The following charts reflect our performance across key financial and operating measures starting in 2004 when Evan Greenberg became CEO of the Company.
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Source: SNL and company disclosures
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Chubb Book Value per Share & Tangible Book Value per Share​
​
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2021 Performance: Key Metrics and Strategic Achievements
​
The Compensation Committee evaluates our absolute and relative financial performance across the five key metrics detailed below, as well as TSR. The Committee reviews relative Company financial performance against the Financial Performance Peer Group. In performing this assessment, the Committee considered that Chubb’s reported core operating income, core operating ROE and core operating ROTE do not include realized gains and losses on private equity investments, while each other member of the peer group does include such realized gains and losses. Therefore, to allow for an accurate and undistorted comparison of Company performance relative to its peers, the Committee included realized gains and losses on private equity investments in the Company’s results to evaluate core operating income, core operating ROE and core operating ROTE against its peers.
On average across the key metrics, our performance relative to the Financial Performance Peer Group was at the 88th percentile. Based on reported results, which only for Chubb’s results excluded realized gains and losses on private equity investments, our performance on average was at the 68th percentile.
Overall 2021 financial performance was excellent and one of the best in our Company’s history, with record earnings, underwriting results and investment income, as well as excellent underlying revenue growth and outstanding fundamentals. On an absolute basis, the Company exceeded prior year performance on four of the five key metrics. On a relative basis, Chubb outperformed its peers on each of the key financial metrics, and significantly outperformed on four of the five metrics as detailed below. The Committee also recognized the strong TSR results relative to the peer group.
​
Tangible book value
per share growth
​ ​
7.6%
​ ​
Tangible book value per share performance exceeded each of our peers (100th percentile). Growth also exceeded plan but was below prior year.
​
​
P&C combined ratio
​ ​
89.1%
​ ​
P&C combined ratio performance was just below plan but improved from prior year and bettered each of our peers (100th percentile). Current accident year P&C combined ratio excluding catastrophe losses was better than plan and prior year, and was a record at 84.8%.
​
​
Core operating return on equity (ROE)
​ ​
9.9%
13.6% (adjusted
for private
equity investments)
​ ​
Core operating ROE performance was in line with plan and exceeded prior year. Performance was at the 59th percentile when adjusted for the impact of mark-to-market on private equity investments.
​
​
Core operating return on tangible equity (ROTE)
 ​ ​
15.3%
20.9% (adjusted
for private
equity investments)
​ ​
Core operating ROTE was below plan but exceeded prior year. Performance exceeded each of our peers (100th percentile) when adjusted for the impact of mark-to-market on private equity investments.
​
​
Core operating income
​ ​
$5.6B
​ ​
Core operating income exceeded both plan and prior year. Core operating income growth was at the 83rd percentile when adjusted for the impact of mark-to-market on private equity investments and 80th percentile on a reported basis.
​
​
Total shareholder return
 ​ ​
27.9% 1-year
16.8% 3-year
​ ​
Our strong 1-year and 3-year annualized TSR each substantially exceeded prior year and were at the 67th and 66th percentiles, respectively, of our peer group. Our cumulative 3-year TSR was 59.4%.
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Executive Compensation — Executive Summary
Moreover, Chubb continued to invest in its future through the successful execution of established and opportunistic strategic objectives, including capitalizing on market conditions, executing on growth initiatives both organically and through strategic acquisitions, furthering our digital and technological capabilities, enhancing organizational effectiveness and fulfilling our commitment to responsible Corporate Citizenship, including through our climate change and sustainability initiatives and activities. See “Why Vote ‘For’ Say-on-Pay?” beginning on page 80 for additional information on these achievements.
2021 Compensation Decisions
​
​
In determining the compensation direction of the Company and in setting the 2021 compensation for the CEO and other NEOs, the Compensation Committee considered the Company’s performance on key financial metrics on an absolute basis and relative to its Financial Performance Peer Group, progress and execution on operational and strategic objectives, and shareholder value creation.
When deciding 2021 variable pay for the CEO and other NEOs, including both cash bonuses and long-term incentive equity awards, the Compensation Committee recognized their outstanding leadership, sound judgment and steadfast focus, which drove record earnings, excellent premium revenue growth and underwriting margin improvement for 2021 while significantly strengthening our reserve positions.
The Compensation Committee determined to increase the CEO’s variable compensation reflecting the Company’s excellent financial performance, successful progress and execution on operational and strategic objectives, and strong shareholder value creation. The CEO’s long-term incentive equity award was increased by $2 million to $15.5 million, and in making such decision the Committee considered the forward-looking nature of such awards, consistent with the Company’s compensation practices linking pay with the long-term performance of the Company and aligning a significant portion of compensation with the creation of shareholder value. The Committee also determined to increase the CEO’s annual cash bonus by $1.8 million to $7.5 million, or an increase of $800,000 compared to 2019. The Committee again determined not to increase the CEO’s base salary, which has remained flat since 2015.
The Compensation Committee believes that 2021 compensation decisions for the CEO and other NEOs are reflective of the Company’s overall operating, strategic, financial and stock price performance, and thus are aligned with shareholders. Further details on the compensation decisions for the CEO and other NEOs are described in “2021 NEO Total Direct Compensation and Performance Summary” beginning on page 98.
The Compensation Committee’s and Board’s compensation decisions for 2021 reflect the Company’s philosophy to closely link pay to performance, ensuring that its leadership team remains highly motivated, and strongly aligning remuneration outcomes with the creation of shareholder value. The decisions also demonstrate the use of short- and long-term variable pay components to adjust compensation to reflect current year results and longer-term impacts. The success of this philosophy is demonstrated in this year’s excellent financial performance, both on an absolute basis and relative to Chubb’s Financial Performance Peer Group, as well as in long-term stock price performance. Over the past 18 years, under Evan Greenberg’s leadership, the Company has had outstanding growth in tangible book value per share, an industry-leading combined ratio and strong TSR as measured against its peers.
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Executive Compensation — Compensation Program Overview
Compensation Program Overview
​
Our Compensation Philosophy
​
We structure our compensation program to fairly compensate our management and to enhance shareholder value by continuing to closely align our executive compensation program and practices with the interests of our shareholders.
Our compensation practices balance long-term and short-term awards. We seek to closely link pay to Company performance. We believe this encourages business decision-making aligned with the long-term interests of the Company and our shareholders, without encouraging or rewarding excessive risk. We also vary and adjust our compensation structure and components to support the human resource requirements of our business in all the markets, globally, in which we operate.
Our goal is to attract and retain highly qualified executives who are talented, experienced, disciplined, motivated and of the highest integrity. We compete for talent with property and casualty insurers, specialty insurers, and financial services companies worldwide. Given the complexity and global nature of our business, as well as the enhanced responsibilities for our executives resulting from the size and scale of our business, our compensation practices must enable us to attract and retain the highest caliber executives with specific capabilities such as knowledge of international insurance markets and the ability to effectively manage teams and organizations in multiple geographies around the world. We strive to develop and administer compensation practices that enable us to retain and motivate top talent in the markets in which we operate while, at the same time, administering integrated compensation practices for our employees globally.
As our business performance and industry reputation continue to grow in comparison with our peer companies, we have become a potential source of talent for peer companies. This has made retention of our executives and other employees even more challenging and continues to be a critical priority.
Say-on-Pay Voting
​
In accordance with U.S. law and Swiss law, shareholders at the Annual General Meeting will have multiple votes on executive compensation. One executive compensation vote is the say-on-pay vote under U.S. SEC rules in Agenda Item 12. The other executive compensation vote (Agenda Item 11.2) is a say-on-pay vote under Swiss law. These are described in the respective agenda items.
What is the Difference Between the U.S. and Swiss Say-on-Pay Votes for Executives?
​
Generally speaking, the Swiss vote is prospective — meaning that shareholders will pre-approve the maximum amount payable (including base, bonus and equity, and all other compensation, including contributions to retirement plans and any perquisites) to Executive Management for the next calendar year (2023) (Agenda Item 11.2). The calendar year maximum amount includes the base salary that is earned during the year, plus the related bonus award and equity grant, the values of which are determined by the Compensation Committee based on its assessment of that calendar year’s performance.
It is also important to note that the Swiss vote is binding on the Company. If this vote were to not pass, we would hold another shareholder meeting in order to secure binding approval for the following year’s compensation.
The U.S. SEC vote gives shareholders a voice through an advisory vote on our executive compensation. It is generally retrospective, meaning that shareholders are asked to review the Compensation Discussion & Analysis, the Summary Compensation Table and other compensation tables and narrative disclosures, and vote to approve executive compensation of our NEOs for the prior calendar year (2021).
We believe our shareholders will benefit from these multiple say-on-pay votes. Our Board and Compensation Committee value and will use this feedback to continually evolve our compensation programs.
2021 U.S. SEC Say-on-Pay Advisory Vote and Shareholder Outreach
​
Although the U.S. SEC say-on-pay advisory vote is non-binding, the Compensation Committee will continue to consider the outcome of this vote each year when making compensation decisions for our CEO and other NEOs. At our annual general meeting of shareholders held on May 20, 2021, 92.72% of the shareholders who voted on the U.S. SEC say-on-pay proposal approved the compensation of our NEOs.
Similar to past years as part of our regular shareholder outreach process, we actively engaged with our shareholders after the 2021 annual general meeting to assist our shareholders in understanding Chubb and to discuss and solicit feedback about corporate governance, executive compensation and other matters, including our Corporate Citizenship initiatives and related ESG topics. We solicited our 50 largest shareholders, representing approximately 70% of our outstanding Common Shares.
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Executive Compensation — Compensation Program Overview
The Compensation Committee takes into account our shareholders’ input in its consideration of compensation and disclosure matters. For additional information on our shareholder outreach program, see “Corporate
Governance  —  Governance Practices and Policies that Guide Our Actions  —  Shareholder Outreach Program.”
What We Reward: Individual and Company Performance Criteria
​
Our compensation practices are designed to reward both individual and Company performance, based on the following:
Individual Performance Criteria:
​
•
Personal contribution to both short-term and long-term business results
​
•
Successful execution of key strategic objectives
​
•
Demonstrated leadership capability
​
•
Demonstrated application of relevant technical expertise
​
•
Ethical conduct, regulatory compliance and mitigation of unnecessary risk
​
Company Performance Criteria:
​
Company performance is measured in absolute terms versus the financial plan as approved by the Board and prior year results, and in relative terms in comparison with the performance of companies in our Financial Performance Peer Group, across the following key metrics:
•
Tangible book value per share growth
​
•
P&C combined ratio
​
•
Core operating return on equity
​
•
Core operating return on tangible equity
​
•
Core operating income
​
Consideration is also given to 1-year and 3-year TSR performance.
Additional information on how the Compensation Committee evaluates absolute and relative performance across these metrics can be found in “2021 Performance: Key Metrics and Strategic Achievements” and “2021 Compensation Decisions” in the Executive Summary of this Compensation Discussion & Analysis.
​
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Components of Total Direct Compensation
​
Each NEO has a total direct compensation opportunity, which we deliver through three components:
Total Direct Compensation
​
​ ​ ​
Component
​ ​
What We Reward
​ ​
Target Opportunity Range
​ ​
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 compensation peer group and industry peers.
​ ​
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
​
•
for some NEOs, the performance of the operating unit(s) directly managed by the NEO.
​
 ​ ​
The specific annual cash bonus opportunity based on performance for each NEO ranges from:
•
CEO: 0 to 6X annual base salary; and
​
•
Other NEOs: 0 to 4X annual base salary.
​
 ​ ​
Ties officer pay to annual Company and individual performance.
​
​
Long-term incentive equity awards
Stock options (time-based)
Restricted stock (time-based)
Performance shares
•
Target Awards
​
•
Premium Awards
​
 ​ ​
The value of each NEO’s long-term incentive compensation award is based on the prior year’s performance, as measured against:
•
Individual Performance Criteria;
​
•
Company Performance Criteria; and
​
•
for some NEOs, the performance of the operating unit(s) directly managed by the NEO.
​
The ultimate value realized from these awards is based on the Company’s stock price performance as well as, with respect to performance shares, relative tangible book value per share growth and P&C combined ratio performance over time. Premium Awards are also subject to a TSR modifier.
​ ​ The value of the award is determined as a percentage of annual base salary. This varies among NEOs depending on position and performance. The value of the award may go up to 8X annual base salary for NEOs other than the CEO, for whom the range is up to 12X annual base salary. ​ ​
Ties the current year’s awards to future performance.
The Compensation Committee determines a specific long-term incentive equity award for each NEO that is linked both to prior year performance and multi-year future performance.
Stock options reward stock price appreciation.
Restricted stock (time-based) aligns executive interests with those of shareholders and supports executive retention.
Performance shares encourage superior growth in tangible book value per share and a strong P&C combined ratio relative to peers, as well as superior TSR.
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Executive Compensation — Compensation Program Overview
Other Compensation
​
NEOs automatically participate in Company-sponsored qualified retirement plans. They are also eligible to participate in Company-sponsored non-qualified deferred compensation plans. Under the non-qualified deferred compensation plans, the NEOs may elect to defer annual base salary and annual cash bonus and direct those deferrals to investment options that mirror those offered in our qualified defined contribution plans, to the extent permissible under applicable tax laws.
Our NEOs do not participate in any Company-sponsored defined benefit plans, which are often referred to as pension plans, other than Mr. Krump, who participates in the Chubb Corp. pension plans assumed by the Company in connection with the Chubb Corp. acquisition. Further benefit accruals under these Chubb Corp. pension plans froze effective as of December 31, 2019. For more information, see “Pension Benefits” on page 110.
We do not consider perquisites as part of total direct compensation. They are discussed in footnote 4 of the Summary Compensation Table beginning on page 103.
Compensation Practices and Policies
​
Stock Ownership Guidelines for Officers
​
We established and annually review and communicate our stock ownership guidelines for officers. The guidelines set stock ownership goals as a multiple of annual base salary as follows:
•
CEO: 7X annual base salary
​
•
Direct reports to the CEO, including all other NEOs, and other operating unit presidents: 4X annual base salary
​
•
Executive Vice Presidents: 3X annual base salary
​
•
Senior Vice Presidents earning base salaries of $250,000 or more: 2X annual base salary
​
Shares of vested and unvested stock, excluding performance shares and options, count toward the ownership requirement. Shares of restricted stock are valued at the current market price. Also, an officer must retain at least 50% of all shares acquired on the vesting of equity awards or the exercise of stock options until reaching his or her required guideline.
Ownership guidelines for NEOs are mandatory. All of our NEOs are in compliance with our stock ownership guidelines, and all of them own an amount of Common Shares considerably in excess of the required amount.
Hedging Prohibitions
​
The Company prohibits NEOs (as well as directors and employees) from purchasing financial instruments or otherwise engaging in transactions that hedge or offset (or are designed to have the effect of hedging or offsetting) any decrease in the market value of Chubb securities, including: short selling, short-term speculation, such as day trading, purchases and sales of options involving Chubb securities, and trading in hybrid or derivative securities based on Chubb securities, such as straddles, equity swaps or exchange funds, other than securities issued by Chubb.
Share Pledging
​
Since 2017 new pledging of any Chubb shares owned by executive officers (including NEOs) or directors is prohibited. This pledging policy is more restrictive than our prior policy, which prohibited executive officers (including NEOs) and directors from pledging shares in excess of their minimum shareholding requirement.
Clawback Policy
​
The Company has a clawback policy covering our executive officers. This policy provides for the forfeiture, or clawback, of all incentive compensation awards (cash bonus and equity, vested and unvested) reaching back to the year misconduct occurs for any covered officer who deliberately commits fraud or other intentional misconduct:
•
materially related to a financial restatement; or
​
•
in connection with the officer’s scope of employment that results in material financial or reputational harm to Chubb.
​
The policy also covers misconduct and compensation for such executive officers before they became covered officers under the policy. This clawback policy was adopted in February 2018 but applies to awards granted prior to its adoption.
Impact of Tax Treatments on Compensation
​
Prior to 2018, Internal Revenue Code (the Code) Section 162(m) limited the deductibility of annual compensation in excess of $1 million paid to “covered employees” ​(as defined by the Code) of the Company unless the compensation satisfied an exception, such as the exception for performance-based compensation. Performance-based compensation generally included only payments that are contingent on achievement of performance objectives and excluded fixed or guaranteed payments.
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Executive Compensation — Compensation Practices and Policies
On December 22, 2017, the U.S. Tax Cuts and Jobs Act (the Tax Reform Act) was enacted, which, among other things, repealed the performance-based compensation exception and expanded the definition of covered employees. The changes to Section 162(m) became effective for taxable years beginning after December 31, 2017.
As a result, all compensation in excess of $1 million paid to covered employees (as defined in the Tax Reform Act) is no longer deductible by the Company even if such compensation is performance-based compensation (except as provided pursuant to a transition rule). For 2017 and prior, our covered employees included the CEO and other NEOs (but not the CFO) who were executive officers as of the last day of our fiscal year. Our covered employees now generally include anyone who (i) was the CEO or CFO at any time during the year, (ii) was one of the other NEOs who were executive officers as of the last day of the fiscal year and (iii) was a covered employee for any previous year after 2016.
Regardless of the elimination of the Section 162(m) exception for performance-based compensation, the Compensation Committee will continue to consider and closely link executive compensation to Company performance in the design of our executive compensation program, as deductibility is not the sole factor used in determining appropriate levels or methods of compensation.
Impact of Accounting Treatment
​
The Company accounts for employee stock options and its employee stock purchase plan in accordance with generally accepted accounting principles. For further information on stock-based compensation, see note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.
​
The Relationship of Compensation to Risk
​
Chubb’s compensation practices take into account risk management and broadly align total compensation with the medium-term and long-term financial results of the Company. The key objectives of our compensation program for executives are to:
(1) 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;
(2) assure that executives do not take imprudent risks to achieve compensation goals; and
(3) 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.
Sound corporate governance through the institution or prohibition of certain policies and practices, as well as our Compensation Committee’s continuous oversight of our compensation program’s design and effectiveness, ensure that these key objectives are fulfilled.
For bonus-eligible officers and employees below the executive level, the cash incentive pool and equity pool available for distribution within each operating unit during the annual compensation cycle are based on a blend of overall Company performance and operating unit performance, as defined by a range of metrics taking into account short-term, medium-term and long-term results on both a relative and absolute basis.
Annual Board Committee Review of Executive Compensation Practices
​
The Chair of the Compensation Committee meets annually with the Risk & Finance Committee of the Board of Directors
to conduct a risk assessment of our executive compensation practices and discuss how specific business risks of concern to the Risk & Finance Committee are taken into account and mitigated as part of the compensation risk analysis and our compensation structure. Chubb’s management, including leaders in Legal and Human Resources, provide a risk assessment of our compensation program to the Compensation Committee for its review. Additionally, the Compensation Committee considers the following factors to be important in discouraging excessive risk:
The Chubb Code of Conduct
​
The Chubb Code of Conduct is at the heart of our corporate culture and drives every business decision our executives and employees make. The Board considers Chubb’s values-oriented culture to be a key factor in mitigating risky behavior.
Executive Stock Ownership Requirements
​
Chubb’s stock ownership guidelines require our NEOs to hold substantial amounts of equity. For our CEO, the guideline amount is seven times annual base salary, while for the other NEOs, the guideline amount is four times annual base salary. We believe that stock ownership encourages appropriate decision-making that aligns with the long-term interests of our shareholders.
Compensation Alignment with Our Peer Group
​
Our compensation program target levels are benchmarked annually to ensure consistency with peers. For our CEO, we rely exclusively on the Compensation Benchmarking Peer Group. For the other NEOs, we rely on proxy statement data and on broad survey data of insurance industry companies.
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Executive Compensation — The Relationship of Compensation to Risk
Our Clawback Policy
​
Our clawback policy provides for the forfeiture, or clawback, of all incentive compensation awards (cash bonus and equity, vested and unvested) reaching back to the year misconduct occurs for any covered officer who deliberately commits fraud or other intentional misconduct (i) materially related to a financial restatement or (ii) in connection with the officer’s scope of employment that results in material financial or reputational harm to Chubb.
Performance Goals
​
Performance goals are set at levels that are high enough to encourage strong performance, but within reasonably attainable levels to discourage risky business strategies or actions.
Periodic Assessment of Program Design
​
Our Compensation Committee regularly reviews our compensation structure, awards programs and best practices to ensure our compensation programs do not encourage excessive risk-taking and that the Company rewards strong short-, medium- and long-term performance.
Our NEO Compensation Components and Their Relationship to Risk
​
Variable pay for our NEOs in the form of annual cash bonuses and equity grants comprises the substantial majority of each NEO’s annual total compensation.
Base salary provides a fixed level of compensation for our NEOs and represents a relatively small portion of their overall compensation. Adjustments to base salary are driven more by competitive market data for similar positions as opposed to being tied to performance or short-term financial results and are targeted to market median.
Cash bonuses are determined primarily by the prior calendar year’s results on key financial performance metrics as measured against a defined group of industry peers, prior year performance and Board-approved plan. These metrics are tangible book value per share growth, P&C combined ratio, core operating return on equity, core operating return on tangible equity and core operating income. These specific financial performance metrics, taken together, have been selected in part because they encourage sound business decision-making and measure the creation of both short- and long-term enterprise value.
Equity awards deliver the remainder — and typically the majority — of each NEO’s total compensation. The types of equity awards and vesting periods are described in the following chart.
​
Type of Award
​ ​
Vesting Period
​
​
Performance Shares
​ ​
Cliff vest at end of 3-year performance period if established performance criteria are met
​
​
Restricted Stock (time-based)
​ ​
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)
​
Consequently, the majority of each NEO’s total annual compensation is directly tied to the medium-term and long-term performance of the Company. We believe that executive performance is reasonably reflected in stock price over time, or ought to be, and we do not manage the Company (nor manage our executive compensation practices) to achieve or reward short-term fluctuations or anomalies in market conditions. While stock price may be an imperfect short-term marker for executive compensation, we believe it is a reasonable long-term tool for aligning executive compensation with shareholder interests.
Twenty-five percent of the value of each NEO’s annual long-term incentive equity award consists of 10-year options with strike prices set as of the award date. Because options often have more value when held longer, they are particularly suitable for encouraging long-term performance.
The remaining 75% of each NEO’s annual equity award consists, depending on the NEO, entirely of performance shares or a mix of performance shares and time-based restricted stock, of which performance shares comprise a significant portion. For grants beginning February 2021, performance shares comprise 100% of this portion of the annual equity grant to each of the CEO, COO and President, North America Insurance, and 75% for the other NEOs. Prior to that, from January 2017 performance shares comprised this portion of 75% of the CEO’s, 66% of the COO’s and 60% of the other NEOs’ equity grant. This means that awards in a given year are significantly dependent on objectively measured operating performance relative to industry competitors over a multiple year period, making a substantial percentage of overall compensation dependent on long-term outcomes relative to the competition.
Our Assessment of Compensation Risk
​
As part of Board risk governance, the Compensation Committee reviews the Company’s compensation structure, policies and practices to determine whether incentives arising from compensation policies or practices relating to any of our NEOs and other employees would be reasonably likely to have a material adverse effect on the Company. The Compensation Committee and management concluded that the Company’s compensation policies and practices do not create risks reasonably likely to have a material adverse effect on the Company, and again confirmed that the mix of compensation types and timeframes tended to align risk-taking with appropriate medium- and long-term performance for the Company.
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Executive Compensation — How We Use Peer Group and Market Data in Determining Compensation
How We Use Peer Group and Market Data in Determining Compensation
​
The Compensation Committee recommends to the full Board and the Board approves the total direct compensation for the CEO. The Compensation Committee also reviews and approves or modifies the CEO’s recommendations for the total direct compensation for the other NEOs and direct reports to the CEO. As part of the annual compensation review process, the Compensation Committee evaluates:
•
Each NEO’s individual compensation against compensation levels for comparable positions in the market. For our CEO, the Committee focuses on data from our Compensation Benchmarking Peer Group, a group of companies with characteristics similar to us that best defines the market in which we compete for executive talent. For our NEOs directly managing an operating unit or support function, the Committee focuses on proxy statement data and on broad survey data of insurance industry companies.
​
•
Company performance against the financial performance of companies in a second peer group that best defines the market in which we compete for business, which we refer to as our Financial Performance Peer Group.
​
How We Select, and Who is Currently in, Our Compensation Benchmarking Peer Group
​
For our CEO, we rely exclusively on the Compensation Benchmarking Peer Group. For the other NEOs, we rely on proxy statement data and on broad survey data of other insurance companies obtained from Willis Towers Watson and Mercer.
The Compensation Committee reviews the composition of our Compensation Benchmarking Peer Group on an annual basis. The Compensation Committee’s independent executive compensation consultants assist in the annual evaluation of this group. Our Compensation Benchmarking Peer Group is intended to be a group of companies that are similar to us in various ways that best define the market in which we compete for executive talent. Our Compensation Committee determined to make no changes to the composition of this 15-member peer group from last year.
When the Compensation Committee originally formulated the peer group, it conducted a thorough analysis to align the peer group with our meaningfully larger size and scope following the Chubb Corp. acquisition in January 2016. The analysis considered multiple characteristics, such as industry relevance, market capitalization, revenues and number of business lines, to identify companies within and outside our industry to constitute a robust group of peer companies.
Our compensation peer group includes insurance companies with different primary businesses than ours and other financial services companies, which together complemented the remaining property and casualty companies on the list. Specifically, we include eight global insurance companies
(three of which are global life/health companies and two of which are brokers) and seven global financial services companies.
Based on our size (as the largest publicly traded P&C insurance company), our operational complexity (in terms of diversity of distribution channels, product and geography) and our risk profile, the Compensation Committee believes that this peer group supports more valid and appropriate CEO compensation decision-making than using our much smaller Financial Performance Peer Group. In developing our Compensation Benchmarking Peer Group, we note that there are an insufficient number of comparable property and casualty insurers because, with few exceptions, they are considerably smaller than we are.
Compared to peers outside the property and casualty insurer group we may experience more volatility (particularly with regard to the impact of catastrophe losses) and there are different factors impacting our financial statements, and therefore these peers may have markedly different results in a given year than the Company for external reasons. However, these companies’ size and complexity better match the Company’s characteristics and therefore make them viable compensation peers.
Our 2021 Compensation Benchmarking Peer Group is:
​
​
•
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.
​
 ​
How We Select, and Who is Currently in, Our Financial Performance Peer Group
​
The Financial Performance Peer Group includes companies that we view as comparable to us from a business perspective and our closest direct business competitors. The Compensation Committee annually reviews the composition of the Financial Performance Peer Group, with assistance from its independent compensation consultants. The Committee determined not to make any changes to this group in 2021.
The Financial Performance Peer Group includes three companies in the Compensation Benchmarking Peer Group that are considered commercial property and casualty insurance companies. It also has three additional commercial
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Executive Compensation — How We Use Peer Group and Market Data in Determining Compensation
property and casualty insurance companies that are not in the Compensation Benchmarking Peer Group because of their size and ownership structure relative to the Company. We think the Financial Performance Peer Group is the most relevant peer group to compare to the financial performance of the Company on tangible book value per share growth, P&C combined ratio, core operating return on equity, core operating return on tangible equity and core operating income.
Our 2021 Financial Performance Peer Group is:
​
​
•
The Allstate Corporation
​
•
American International Group, Inc.
​
•
CNA Financial Corporation
​
•
The Hartford Financial Services Group, Inc.
​
 ​ ​
•
The Travelers Companies, Inc.
​
•
Zurich Financial Services Group
​
 ​
​
How We Determine Total Direct Compensation Pay Mix
​
Introduction—Determining the Mix of Total Direct Compensation
​
The components of our NEO’s total direct compensation vary depending on level. Our more senior officers receive a greater percentage of their total direct compensation as variable or at-risk compensation. This consists of an annual cash bonus and long-term incentive equity award composed of stock options, performance shares and, for two of our NEOs, time-based restricted stock.
The substantial majority of the equity award for our NEOs is in the form of performance shares, as described below.
Total cash compensation, which consists of annual base salary and annual cash bonus, is typically less than half of total direct compensation.
For the CEO, the Compensation Committee reviews the percentage of total direct compensation delivered in annual base salary, annual cash bonus, and long-term incentive equity awards compared to the companies in our Compensation Benchmarking Peer Group. For all NEOs other than the CEO, the Compensation Committee also considers the broader insurance market.
Elements of Total Direct Compensation
​
Annual Base Salary
​
The Compensation Committee reviews and approves or modifies the CEO’s recommendations for the annual base salary of each NEO. The Compensation Committee recommends, and the full Board of Directors determines, the annual base salary for the CEO. On an annual basis, the Committee reviews each NEO’s actual annual base salary in reference to the median compensation levels for comparable positions at companies in our Compensation Benchmarking Peer Group and, as applicable, broader insurance industry peers. The Committee relies on industry-specific market survey data for NEOs other than the CEO. While we typically target annual base salary to be at the median of the market, each NEO’s actual annual base salary may fall above or below
the market median based on performance, experience, time in position and other considerations.
Variable Compensation—Bonus and Equity Compensation Awards
​
We use variable performance-based compensation in the form of the annual cash bonus and long-term incentive equity awards in combination with annual base salary to provide an overall compensation opportunity that is closely tied to performance. When both Company performance and individual performance are considered outstanding, NEOs have the opportunity to achieve total direct compensation that approximates the 75th percentile of compensation for comparable positions at companies in our Compensation Benchmarking Peer Group (for the CEO) and our broader insurance industry peers (for other NEOs). The Compensation Committee’s independent compensation consultants, Pay Governance, assess the competitive percentile for a given position based on an analysis of compensation disclosures in the most recent publicly available Compensation Benchmarking Peer Group proxy statements in combination with industry-specific market survey data. The Compensation Committee considers the opportunity to achieve or exceed the 75th percentile for outstanding performance appropriate because of the high performance expectations to which our Company executives are held, the prevailing competition for talent within our Compensation Benchmarking Peer Group and industry, and the ambitious financial goals of the Company, which the Board reviews and approves each year.
Annual Cash Bonus
​
The annual cash bonus component of total direct compensation provides a timely link between recent performance and compensation. This allows the Compensation Committee to adjust annual compensation to reflect overall Company financial performance during the prior fiscal year as well as the individual performance of each NEO.
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Each NEO’s 2021 annual cash bonus was determined in early 2022 and was based on 2021 performance, as measured against:
•
Individual Performance Criteria;
​
•
Company Performance Criteria; and
​
•
for some NEOs, as further specified elsewhere in this Compensation Discussion & Analysis, the performance of the operating unit(s) directly managed by the NEO.
​
This process culminates in a specific annual cash bonus opportunity for each NEO that ranges between zero and 4X annual base salary based on performance, with the exception of the CEO, for whom the range is up to 6X annual base salary.
Long-Term Incentive Equity Awards
​
The Compensation Committee bases the value of each NEO’s long-term incentive compensation award on the prior year’s performance as measured against the Individual and Company Performance Criteria, described above, as well as, for some NEOs as further specified below, the performance of the operating unit(s) directly managed by the NEO.
The Compensation Committee also considers and uses long-term incentive equity awards, principally in the form of performance shares and stock options, and, for some of our NEOs, time-based restricted stock, as:
•
a timely link between recent performance and compensation;
​
•
a forward-looking vehicle for retention of executive talent due to the multi-year vesting schedule for equity awards;
​
•
an important driver of long-term performance and risk management; and
​
•
a key link for aligning shareholder and executive interests.
​
This process culminates in a specific long-term incentive equity award for each NEO that is linked both to prior year and multi-year future performance. The range of the value of the award as a percentage of annual base salary varies among NEOs depending on position and performance. The value of the award may go up to 8X annual base salary for NEOs other than the CEO, for whom the range is up to 12X annual base salary.
Equity Compensation
​
Performance Share Criteria and Vesting
​
Stock options make up 25% of each NEO’s equity award. Depending on the NEO, the remaining 75% portion consists either entirely of performance shares or a mix of performance shares and time-based restricted stock. The performance criteria are applied to 100% of this portion of the annual equity award to each of the CEO, COO and President, North America Insurance, and 75% of the stock awards granted to the other NEOs and designated executives.
To determine whether performance share awards vest, we compare our performance on a relative basis to our Financial Performance Peer Group. Our performance criteria tie the three-year cliff vesting of these awards to specified relative performance targets, namely our tangible book value per share growth (70% weighting) and P&C combined ratio (30% weighting). We selected these financial measures because they are strong indicators of growth in shareholder value and underwriting profitability for a commercial property and casualty insurer and common financial performance measures for companies in our industry. If performance exceeds the 75th percentile, relative TSR is then measured to determine the number of Premium Awards that will vest.
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Performance Shares—Target Awards and Premium Awards
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We have two types of performance share awards: Target Awards and Premium Awards. The performance measurement and vesting requirements for each is summarized below:
​ ​ ​ ​ ​
Performance Measurement
​ ​
Performance Result
​ ​ ​ ​ ​
Target Award Shares Vested
​ ​
​ ​
Target
Award
 ​ ​
Weighted average of:
–
Tangible book value per share growth (70%)
​
–
P&C combined ratio (30%)
​
Measured against Financial Performance Peer Group during the three-year performance period
​ ​
Meets or exceeds 50th percentile
​ ​
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100%
​ ​
​
Exceeds 25th percentile but does not meet or exceed 50th percentile
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Target Award multiplied by a percentage determined by straight-line interpolation between 50% and 100% based on the percentile achieved between the 25th and 50th percentiles
​ ​
​
Less than or equal to 25th percentile
​ ​
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None (shares are forfeited)
​ ​
If three-year cumulative performance exceeds a certain percentile, a Premium Award of additional shares, over and above the Target Award (up to a maximum of 65% of the Target Award), will be earned as follows:
​ ​ ​ ​ ​
Performance
Measurement
​ ​
Performance Result
​ ​
TSR Result
​ ​ ​ ​ ​
Premium Award
Shares Vested
​ ​
​ ​
Premium Award
 ​ ​
Weighted average of:
–
Tangible book value per share growth (70%)
​
–
P&C combined ratio (30%)
​
TSR modifier if above performance exceeds 75th percentile
Measured against Financial Performance Peer Group during the three-year performance period
​ ​
Exceeds 75th percentile
​ ​
Meets or exceeds 55th percentile
​ ​
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​ ​
100%
​ ​
​
Exceeds 75th percentile
​ ​
Does not meet or exceed 55th percentile
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77%
​ ​
​
Meets or exceeds 50th percentile but does not exceed 75th percentile
​ ​
N/A
​ ​
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​ ​
Premium Award multiplied by a percentage determined by straight-line interpolation between 0% and 77% based on the percentile achieved between the 50th and 75th percentiles
​ ​
​
Does not meet or exceed 50th percentile
​ ​
N/A
​ ​
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None (shares are forfeited)
​ ​
Any Target Awards and Premium Awards earned cliff-vest at the end of the three-year performance period.
​
Key Features of Performance Share Awards
•
3-year cliff-vesting
​
•
No “second chance” look-back vesting
​
•
Two performance metrics: tangible book value per share growth (70% weighting) and P&C combined ratio (30% weighting)
​
•
TSR modifier for Premium Awards
​
•
Maximum payout opportunity of 165% of target (was 200% prior to 2017)
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Independent Verification of Performance Criteria
​
We have retained Ernst & Young LLP, an independent public accounting firm, to verify the calculations of our performance criteria for the vesting of performance shares and to prepare a report on its findings. Our Compensation Committee reviews the report prepared by Ernst & Young and, based on that report, formally confirms whether, and to what extent, the performance criteria were met for the particular vesting period and how many, if any, performance shares vested as a result.
Issuance Criteria for Target Awards and Premium Awards
​
Shares representing Target Awards are issued when the performance award is approved and certified by the Compensation Committee. They are subject to forfeiture if applicable performance criteria are not met.
The Compensation Committee lacks discretion to increase the vesting of any performance-based award other than what was achieved based on actual performance. The Committee’s analysis of performance metrics for all performance-based awards may take into account the effect of any extraordinary transaction (including acquisitions, dispositions, extraordinary investments and extraordinary share purchases) on tangible book value and the combined ratio of the Company and peer companies during the applicable performance measurement period. This permits the Committee to ensure that executives are not unduly penalized or enriched for taking actions that it determines are in the best interests of the Company.
In May 2021, the Compensation Committee certified that Target Awards granted to NEOs in February 2018 earned a Premium Award of 100% (totaling 65% of the Target Award) following completion of the three-year cumulative performance period.
Stock Option, Performance Share and Restricted Stock Grants: Timing and Pricing
​
The Compensation Committee typically grants long-term incentive equity awards to NEOs annually, effective the day of the February Board of Directors meeting. From time to time the Compensation Committee may make off-cycle grants to NEOs to recognize mid-year promotions or other circumstances. In 2021, Mr. Lupica was granted an off-cycle special $1 million time-based restricted stock award in recognition of his strong performance and expanded role as President, North America Insurance. This special recognition award is not considered as part of Mr. Lupica’s annual run rate compensation and was not and will not be considered for the purpose of determining future compensation.
Officers who join the Company after February in a given year may be granted stock options, performance shares and restricted stock following their start date. For instance, Mr. Enns joined the Company in 2021 to become Chief Financial Officer. As a buyout or replacement of a portion of his unvested deferred cash and equity and a bonus he forfeited upon leaving his prior employer, he received a special equity grant valued at $3,680,000 in the form of $2,160,000 in time-based restricted stock, $920,000 in performance shares and $600,000 in stock options. (See Summary Compensation Table—Employment Arrangements for further details.) Since these awards were granted to replace compensation forfeited in connection with joining Chubb, they have not been and will not be considered for the purpose of determining future compensation.
The option exercise price is the closing price of our Common Shares as traded on the NYSE on the grant date. To determine the number of shares for an option award, we use a notional Black-Scholes option value. The notional value is 25% of the stock price, calculated in each case at the time that we grant the option. We typically base the number of shares to be covered by a restricted stock or performance share grant on the closing stock price on the date that we grant the award.
Vesting—Change in Control and Termination of Employment
​
Each year the Compensation Committee reviews the vesting criteria for Executive Management and NEOs. All grants to members of Executive Management and our NEOs are subject to double-trigger vesting upon a change in control.
Options, performance shares and restricted stock also vest if a recipient’s termination of employment occurs by reason of death or disability. Continued vesting requires uninterrupted employment with the Company unless the Compensation Committee (by recommendation from the CEO) exercises its discretion and grants continued vesting in unvested equity in connection with an employee’s separation from the Company. Also, upon reaching age 62 and having 10 years of service, employees who retire from the Company in good standing will be granted continued vesting without requiring Compensation Committee approval, except that the Compensation Committee may cancel the Premium Award portion of a performance share award to a retirement-eligible executive who departs the Company within six months of the grant date without appropriate notice.
​
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TABLE OF CONTENTS​
Executive Compensation — How We Determine and Approve NEO Compensation
How We Determine and Approve NEO Compensation
​
Role of the Compensation Committee
​
The Compensation Committee recommends to the full Board and the Board approves the CEO’s total direct compensation. The Compensation Committee meets in executive sessions, with no management present, to evaluate the performance and determine the total direct compensation of the CEO. In addition to considering overall Company financial performance in absolute terms compared to plan and prior-year performance, and in relative terms compared to the financial performance of our Financial Performance Peer Group, the Compensation Committee seeks external guidance from Pay Governance, its independent compensation consultants.
The CEO makes recommendations for the total direct compensation of each of the other NEOs. The Committee discusses these recommendations with the CEO along with a review of the performance of each NEO as assessed by the CEO. The Committee then approves or disapproves, or recommends modifications to, the total direct compensation for each NEO, as appropriate.
Role of Independent Consultants in Advising the CEO and Compensation Committee on NEO Compensation Determinations
The Compensation Committee directly retains Pay Governance to assist management in the collection and analysis of relevant market data, including compensation and financial performance data for our Compensation
Benchmarking and Financial Performance Peer Groups. Pay Governance also provides compensation benchmarking for the positions held by our NEOs for consideration by the CEO and the Compensation Committee. In addition, the Compensation Committee currently retains Pay Governance to assist it with respect to the compensation of the CEO. For this assignment, Pay Governance meets directly with the Compensation Committee to review Company performance, the performance of the CEO and provides guidance on CEO compensation in the form of proposed compensation ranges for the annual cash bonus and long-term incentive equity award. Pay Governance also facilitates discussion, reviews peer groups and provides guidance on current trends in executive compensation practices, in general, and CEO compensation practices, specifically. The Compensation Committee has the authority to retain and terminate Pay Governance and to approve their fees and other retention terms.
Role of the Global Human Resources Officer in Advising the CEO and Compensation Committee on NEO Compensation Determinations
Our Global Human Resources Officer further supports the CEO and the Compensation Committee in assembling external market data as prepared by Pay Governance, gathering and assembling internal compensation information, acting as liaison with Pay Governance, and assisting the CEO and the Compensation Committee in further compensation analysis.
​
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Executive Compensation — How We Determine and Approve NEO Compensation
How We Determine Compensation for Our CEO
​
Each year, the Compensation Committee sets a scorecard for the potential range of CEO compensation, with top-, middle- and low-end bands tied to achievement of specific financial, operational and strategic goals, considered together with TSR, as reflected in the following summary for 2021:
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Executive Compensation — How We Determine and Approve NEO Compensation
How We Determine Other NEO Compensation
​
For other NEOs, total direct compensation is determined by the CEO and approved or modified by the Compensation Committee. The compensation framework is similar to that for the CEO as described in “How We Determine Compensation For Our CEO” above as compensation decisions are based in part on overall Company performance, although compensation decisions also include consideration of the performance of the operating units or support functions under each NEO’s management. Decisions are also influenced by each NEO’s individual performance, within the context of compensation market data for each position provided by Pay Governance.
As part of the annual compensation cycle, the CEO, with assistance from the Global Human Resources Officer, reviews appropriate compensation market data for each NEO. For those NEOs directly managing an operating unit, the review includes proxy statement and market data for other business segment leaders of comparably-sized business units for comparable companies in the insurance industry. Similarly, for those NEOs managing a support function, the review includes proxy statement and market data for other support function leaders from comparable companies in the insurance industry.
​
2021 NEO Total Direct Compensation and Performance Summary
​
Below we provide a summary of each of our NEOs’ total direct compensation and an overview of their 2021 performance relative to achieving our annual and long-term performance goals.
CEO 2021 Total Direct Compensation
​
 
Evan G. Greenberg​
Chairman and Chief Executive Officer​
2021 Performance Summary
2021 Company performance was excellent on both an absolute basis and relative to peers. Under Mr. Greenberg’s leadership, and during a continued global pandemic, the Company delivered financial results among the best in its history, reflecting record earnings, both on an absolute and per share basis, outstanding premium revenue growth, world-class underwriting performance as evidenced by its industry-leading P&C combined ratio, strong core operating ROE and core operating ROTE, and good tangible book value per share growth. Our underlying fundamentals were also exceptional. P&C net premiums written delivered the strongest organic growth in over 15 years, driven by outstanding commercial lines growth and underwriting margin improvement, and the balance sheet is in excellent shape. The Company’s financial results, size and breadth of product offerings provided the opportunity to build upon the momentum gained during the end of 2020 and capitalize on market opportunities over the short and long term.
In addition, the Company executed on its strategic and operational goals. These included advancing its long-term strategy through organic growth and opportunistic acquisitions, expanding its presence and growing new markets (including through distribution partnerships), enhancing its digital and technological capabilities, refining its model and framework around cyber insurance and natural catastrophes, and further diversifying by geography, product, customer segment and distribution channel. The Company also effectively responded to the competitive recruiting environment in executing on talent acquisition
and retention while continuing to advance diversity, equity and inclusion goals in recruitment, development and advancement opportunities. Further, the Company demonstrated its commitment to responsible Corporate Citizenship, including enhancement of its environmental and sustainability disclosures, goals and initiatives.
The following were relevant to the Compensation Committee’s considerations in developing its CEO compensation recommendations for 2021:
Financial Performance
​
•
Record core operating income and core operating income per share of $5.6 billion and $12.56, respectively, up 68.1% and 71.8%, respectively, from $3.3 billion and $7.31 per share in 2020
​
•
Industry-leading P&C combined ratio of 89.1% compared to 96.1% in 2020. The current accident year P&C combined ratio excluding catastrophe losses was a record 84.8% in 2021 compared to 86.7% in 2020
​
•
Consolidated net premiums written of $38 billion, up 12% from 2020, including commercial P&C growth of 17.7%. P&C net premiums written delivered the strongest organic growth in over 15 years
​
Shareholder Value
​
•
Tangible book value per share growth of 7.6%
​
•
Core operating return on equity (ROE) of 9.9% in 2021 compared to 6.2% in 2020. 2021 core operating ROE adjusted for the impact of mark-to-market gains on private equity investments of $2.05 billion after tax added
​
​
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Executive Compensation — 2021 NEO Total Direct Compensation and Performance Summary
3.7 percentage points, resulting in an adjusted core operating ROE of 13.6% in 2021
•
Core operating return on tangible equity (ROTE) was 15.3% in 2021 compared to 9.8% in 2020. Core operating ROTE adjusted for the impact of mark-to-market gains on private equity investments added 5.6 percentage points, resulting in a 2021 adjusted core operating ROTE of 20.9%
​
•
One-year and three-year annualized TSR were 27.9% and 16.8%, respectively, which substantially exceeded prior year; cumulative three-year TSR of 59.4%
​
Strategic and Operational Accomplishments
​
Under the leadership of Mr. Greenberg, Chubb achieved key strategic and operational objectives in 2021, including:
•
Capitalized on market conditions in commercial P&C by driving rate, growth and profitability while maintaining underwriting discipline and excellence in customer and partner service
​
•
Produced record financial performance and advanced strategic goals and initiatives in the midst of a continuing global pandemic
​
•
Advanced longer-term strategic objectives with our agreement to acquire Cigna’s accident and health and life insurance businesses in seven Asia-Pacific markets
​
•
Executed on China strategy by entering into agreements to increase stake in Huatai Insurance Group, a Chinese insurance company with more than 600 branches and approximately 19 million customers, which when completed would result in approximately 86.1% Chubb ownership
​
•
Established cyber advisory board of outside experts, and refined model and framework around risk mitigation and pricing for cyber insurance and natural catastrophes
​
•
Continued progress on digital transformation, putting the leadership talent, technical resources and organization in place and creating a strategic plan to transform how we do all aspects of our business in a digital age
​
•
Executed management changes and additions, leveraging existing capabilities and hiring to enhance leadership pipeline
​
•
Responded to the competitive recruiting environment and competition for talent that accelerated in 2021 by intensifying and executing on plans to retain and attract key talent
​
•
Further advanced diversity, equity and inclusion through specific plans focused on gender and racial equity and inclusive leadership in recruitment, career development and advancement opportunities to improve workforce diversity
​
•
Improved gender balance and racial diversity at the officer level and in early career hiring. Maintained strong focus on diversity in hiring and promotions at all levels
​
•
Continued to support a hybrid working model as an efficient means of conducting our business, and refined return to office protocols for safely bringing employees back to the office as soon as possible
​
•
Progressed climate change and sustainability-related initiatives, enhancing our governance structure around climate risk, opportunity and strategy, and publishing our first TCFD Report
​
Compensation Committee Decisions
The extensive Company Performance Criteria and Individual Performance Criteria used to evaluate Mr. Greenberg’s compensation are detailed in the sections “How We Determine Compensation for Our CEO” on page 97 and “What We Reward: Individual and Company Performance Criteria” on page 86. Consistent with those criteria, in determining CEO compensation the Compensation Committee considered the financial performance of the Company on an absolute basis and relative to peers, as well as underlying core performance and the Company’s performance on the non-financial goals, and the CEO’s individual performance.
Following its analysis and discussion of the Company’s excellent results and in consideration of and evaluation against the compensation levels of our Compensation Benchmarking Peer Group, the Compensation Committee concluded that it was fair and appropriate to increase Mr. Greenberg’s variable compensation for 2021. The Committee also favored an approach that reinforces the alignment of pay with long-term Company performance and creation of shareholder value. The Committee decided to increase Mr. Greenberg’s total direct compensation by 18.4% compared to 2020 (13% compared to 2019), but determined to keep his base salary at the same level it has been since 2015. In doing so, the Committee increased Mr. Greenberg’s long-term incentive equity award by $2 million to $15.5 million and his annual cash bonus by $1.8 million to $7.5 million, or an $800,000 increase compared to 2019.
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Executive Compensation — 2021 NEO Total Direct Compensation and Performance Summary
Other NEO 2021 Total Direct Compensation 
​
Peter C. Enns​
Chief Financial Officer
​
​ Corporate Units under his management: ​
​ • Accounting & Financial Reporting ​ ​ • Actuarial ​
​ • Investment Management ​ ​ • Tax ​
​ • Treasury ​ ​ ​ ​
​
2021 Performance Criteria
Mr. Enns’ compensation was based on overall Company performance, against both financial and strategic objectives, and his individual performance as the Company’s CFO, a role assumed on July 1, 2021, 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 and the targets for annual cash bonus and long-term incentive equity awards set forth in his employment offer letter.
Compensation Committee Decisions
•
Base salary was unchanged
​
•
Annual cash bonus was 0.3% above target
​
•
Long-term incentive equity award was at target
​
 ​
​
John W. Keogh​
President and Chief Operating Officer​
​
​ Corporate Units under his management: ​
​
• Overseas General P&C businesses
​ ​
• Global Accident & Health
​
​
• North American P&C businesses
​ ​ • Chubb Global Markets ​
2021 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 increased 5%
​
•
Annual cash bonus was increased 21%
​
•
Long-term incentive equity award was increased 35%
​
•
2021 total direct compensation was increased 27%
​
​
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Executive Compensation — 2021 NEO Total Direct Compensation and Performance Summary
​
Paul J. Krump​
Vice Chairman, Global Underwriting and Claims​
​
​ Corporate Units under his management: ​
​
•
Global Claims
​
 ​ ​
•
Corporate Underwriting
​
 ​
​
•
Global Underwriting
​
 ​ ​
•
Risk Engineering Services
​
 ​
​
•
Environmental
Program and
Sustainability Strategy
​
 ​ ​ ​ ​
​
2021 Performance Criteria
Mr. Krump’s compensation was based on overall Company performance, against both financial and strategic objectives, the performance of the operating units under Mr. Krump’s direct management, as well as his individual performance.
Compensation Committee Decisions
•
Base salary was unchanged
​
•
Annual cash bonus was increased 29%
​
•
Long-term incentive equity award was increased 9%
​
•
2021 total direct compensation was increased 13%
​
 ​
​
John J. Lupica​
Vice Chairman; President, North America Insurance​
​
​ North America Insurance Business Units under his management: ​
​
•
Commercial Insurance
​
 ​ ​
•
Major Accounts
​
 ​
​
•
Personal Risk Services
​
 ​ ​
•
Agribusiness
​
 ​
​
•
Westchester (excess and surplus)
​
 ​ ​
•
Chubb Bermuda
​
 ​
​
•
Rain & Hail
​
 ​ ​ ​ ​
​
2021 Performance Criteria
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 increased 6%
​
•
Annual cash bonus was increased 19%
​
•
Long-term incentive equity award was increased 42% (comparison excludes off-cycle $1 million special recognition equity award granted in 2021)
​
•
2021 total direct compensation was increased 29% (excluding 2021 special recognition award)
​
 ​
​
   
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Executive Compensation — 2021 NEO Total Direct Compensation and Performance Summary
Philip V. Bancroft retired as Chief Financial Officer effective July 1, 2021, but is considered an NEO for 2021. Mr. Bancroft served as an advisor to the Company during the second half of 2021 and continued to earn his annual base salary of $870,000. He retired from the Company effective December 31, 2021. Mr. Bancroft received a cash bonus for 2021 of $1,553,000, representing his variable compensation for his performance as Chief Financial Officer during 2021. The corporate units under his management while Chief Financial Officer were the same as those listed under Mr. Enns above.
2021 Total Direct Compensation—Supplemental Table
​
Each February, the Compensation Committee and the Board of Directors approve compensation for each NEO including any adjustments to base salary, cash bonus in recognition of prior calendar year’s performance and long-term incentive equity awards. The long-term incentive equity awards consist of stock options, valued using a notional Black Scholes option valuation methodology representing roughly 25% of the closing market price at the date of grant; time-based restricted stock awards, valued at the closing market price at the date of grant; and performance shares, which are subject to performance-based vesting criteria, the target award portion of which is valued at the closing market price at the date of grant.
The key compensation components for each of our NEOs as considered by the Compensation Committee are summarized in the supplemental table below. The totals and the equity award values do not directly correlate to what is ultimately reported in the Summary Compensation Table in accordance with SEC rules (for example, the equity award column below reflects February 2022 grants, while the Summary Compensation Table reflects grants made during 2021).
2021 Named Executive Officers Compensation—Supplemental Table
​
Name and Title/Business Unit
​ ​
Salary1
 ​ ​
Cash Bonus
 ​ ​
Long-Term
Incentive
Equity Award
 ​ ​
Total Direct
Compensation
 ​
​
Evan G. Greenberg2
Chairman and Chief Executive Officer
​ ​
$1,400,000
​ ​
$7,500,000
​ ​
$15,500,000
​ ​
$24,400,000
 ​
​
Peter C. Enns3
Chief Financial Officer
​ ​
$649,846
​ ​
$1,404,500
​ ​
$2,400,000
​ ​
$4,454,346
 ​
​
Philip V. Bancroft
Former Chief Financial Officer
​ ​
$870,000
​ ​
$1,553,000
​ ​
—
​ ​
$2,423,000
 ​
​
John W. Keogh4
President and Chief Operating Officer
​ ​
$1,050,000
​ ​
$2,980,100
​ ​
$7,000,000
​ ​
$11,030,100
 ​
​
Paul J. Krump5
Vice Chairman, Global Underwriting and Claims
​ ​
$900,000
​ ​
$2,018,800
​ ​
$3,100,000
​ ​
$6,018,800
 ​
​
John J. Lupica6
Vice Chairman; President, North America Insurance
​ ​
$900,000
​ ​
$2,650,000
​ ​
$5,000,000
​ ​
$8,550,000
 ​
​
1
Reflects total base salary paid in 2021. Mr. Enns’ base salary amount is less than the year-end base rate of $880,000 because he joined the Company in April 2021.
​
2
Mr. Greenberg’s base salary of $1,400,000 was unchanged for 2022.
​
3
Mr. Enns’ base salary of $880,000 was unchanged for 2022.
​
4
Mr. Keogh’s base salary was increased for 2022 from $1,050,000 to $1,100,000.
​
5
Mr. Krump’s base salary of $900,000 was unchanged for 2022.
​
6
Mr. Lupica’s base salary was increased for 2022 from $900,000 to $950,000. The Long-Term Incentive Equity Award column excludes a special recognition grant in July 2021 of $1 million in time-based restricted stock that is not considered as part of Mr. Lupica’s annual run rate compensation and was not and will not be considered for the purpose of determining future compensation.
​
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Executive Compensation — Summary Compensation Table
Summary Compensation Table
​
The following table sets forth compensation for 2021, 2020 and 2019 for our NEOs.
​
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
​ ​
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
​
​
2019
​ ​
$1,400,000
​ ​
$6,700,000
​ ​
$9,225,174
​ ​
$1,881,925
​ ​
—
​ ​
$1,267,971
​ ​
$20,475,070
​
​
Peter C. Enns*
Chief Financial Officer
​ ​
2021
​ ​
$649,846
​ ​
$1,404,500
​ ​
$3,080,272
​ ​
$513,532
​ ​
—
​ ​
$195,544
​ ​
$5,843,694
​
​
Philip V. Bancroft*
Former Chief Financial Officer
​ ​
2021
​ ​
$870,000
​ ​
$1,553,000
​ ​
$1,630,267
​ ​
$482,505
​ ​
—
​ ​
$458,851
​ ​
$4,994,623
​
​
2020
​ ​
$865,000
​ ​
$1,342,400
​ ​
$1,811,377
​ ​
$342,996
​ ​
—
​ ​
$650,342
​ ​
$5,012,115
​
​
2019
​ ​
$843,500
​ ​
$1,461,000
​ ​
$1,751,412
​ ​
$357,264
​ ​
—
​ ​
$664,843
​ ​
$5,078,019
​
​
John W. Keogh
President and
Chief Operating Officer
​ ​
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
​
​
2019
​ ​
$975,000
​ ​
$2,802,000
​ ​
$3,207,976
​ ​
$654,389
​ ​
—
​ ​
$465,666
​ ​
$8,105,031
​
​
Paul J. Krump
Vice Chairman, Global Underwriting and Claims
​ ​
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
​
​
2019
​ ​
$876,538
​ ​
$1,900,000
​ ​
$2,282,995
​ ​
$363,698
​ ​
$2,151,740
​ ​
$63,146
​ ​
$7,638,117
​
​
John J. Lupica
Vice Chairman; President,
North America Insurance
​ ​
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
​
​
2019
​ ​
$876,538
​ ​
$2,212,700
​ ​
$2,687,775
​ ​
$497,272
​ ​
—
​ ​
$417,140
​ ​
$6,691,425
​
​
*
Mr. Enns succeeded Mr. Bancroft as Chief Financial Officer of the Company effective July 1, 2021. Stock awards and option awards in the table above for Mr. Enns reflect grants made to him in 2021 in connection with his commencement of employment with the Company. See “Employment Arrangements” below for more details.
​
1
This column discloses the aggregate grant date fair value of stock awards granted during the year. This column includes time-based restricted stock as well as performance shares for which the target amount is included. For information on performance targets and vesting, see “Compensation Discussion & Analysis — How We Determine Total Direct Compensation Pay Mix — Equity Compensation.” Additional detail regarding stock awards made in 2021 is provided in the Grants of Plan-Based Awards table below in this section of the proxy statement. Assuming the highest level of performance is achieved (which would result in Premium Award vesting of 65% of target performance shares awarded in 2019, 2020 and 2021, i.e., all Target Awards and Premium Awards), the aggregate grant date fair value of the stock awards set forth in the table above would be:
​
​ ​ ​
2021
 ​ ​
2020
 ​ ​
2019
 ​
Evan G. Greenberg ​ ​
$16,706,278
​ ​
$15,060,987
​ ​
$13,722,473
​
Peter C. Enns ​ ​
$3,678,392
​ ​
—
​ ​
—
​
Philip V. Bancroft ​ ​
$2,424,948
​ ​
$2,517,795
​ ​
$2,434,436
​
John W. Keogh ​ ​
$6,434,969
​ ​
$5,573,284
​ ​
$4,584,200
​
Paul J. Krump ​ ​
$3,179,713
​ ​
$2,971,277
​ ​
$3,303,447
​
John J. Lupica ​ ​
$5,368,649
​ ​
$3,680,247
​ ​
$3,801,020
​
The Target Awards granted in 2018 met relevant performance criteria and cliff-vested as scheduled. Target Awards granted to NEOs in 2018 earned a Premium Award of 100% (65% of the Target Awards granted) based on Cumulative Performance exceeding the 75th percentile and three-year TSR meeting or exceeding the 55th percentile. The table below shows the value realized on vesting of those Premium Awards at the respective three-year anniversary dates for the 2018 and 2017 grants and the respective four-year anniversary dates for the 2016 and 2015 grants. The Target Awards granted to NEOs for 2017 earned a Premium Award
​
Chubb Limited 2022 Proxy Statement
 ​ ​
103
​
TABLE OF CONTENTS
Executive Compensation — Summary Compensation Table
of 77% (50.05% of the Target Award) and the Target Awards granted in 2016 and 2015 earned a Premium Award of 100% of the Target Award. The maximum payout opportunity for Premium Awards was reduced to 65% of the Target Award for grants beginning in 2017.
​ ​ ​
2018 Grant
Vested in 2021
 ​ ​
2017 Grant
Vested in 2020
 ​ ​
2016 Grant
Vested in 2020
 ​ ​
2015 Grant
Vested in 2019
 ​
Evan G. Greenberg
​ ​
$5,008,746
​ ​
$2,438,313
​ ​
$9,167,600
​ ​
$8,420,913
​
Peter C. Enns ​ ​
—
​ ​
—
​ ​
—
​ ​
—
​
Philip V. Bancroft
​ ​
$764,060
​ ​
$413,324
​ ​
$1,645,540
​ ​
$1,022,835
​
John W. Keogh ​ ​
$1,494,900
​ ​
$791,141
​ ​
$3,558,806
​ ​
$2,458,648
​
Paul J. Krump ​ ​
$765,555
​ ​
$405,059
​ ​
$866,745
​ ​
—
​
John J. Lupica ​ ​
$1,040,284
​ ​
$550,554
​ ​
$2,396,991
​ ​
$1,439,162
​
​
2
This column discloses the aggregate grant date fair value of stock option awards granted during the year. Option values are based on the grant date fair market value computed in accordance with FASB ASC Topic 718. Additional detail regarding stock option awards made in 2021 is provided in the Grants of Plan-Based Awards table below in this section of the proxy statement.
​
3
Reflects solely the aggregate change in pension value for 2021, 2020 and 2019 under the Pension Plan of The Chubb Corporation (Chubb Corp. Pension Plan) and the Pension Excess Benefit Plan of The Chubb Corporation (Chubb Corp. Pension Excess Benefit Plan). Mr. Krump’s benefits under the Chubb Corp. Pension Plan and Chubb Corp. Pension Excess Benefit Plan for 2021 were $(67,315) and $261,900, respectively.
​
4
As detailed in the table below, this column includes perquisites and other personal benefits, consisting of the following:
​
•
Perquisites including retirement plan contributions, personal use of the Company aircraft and Company apartment, and miscellaneous other benefits detailed below.
​
–
We calculate our incremental cost for personal use of corporate aircraft based on our variable operating costs, including fuel, crew travel, landing/ramp fees, catering, international handling and proportional share of lease costs. We include in this table amounts for personal use of corporate aircraft by all NEOs who make personal use of the corporate aircraft, although the Board of Directors required Mr. Greenberg to use corporate aircraft for all travel whenever practicable for security reasons. For all other NEOs, personal use of the corporate aircraft was limited to space available on normally scheduled management business flights.
​
–
Other personal benefits including housing allowances and cost of living allowance.
​
–
Our contributions to retirement plans consist of matching and non-contributory employer contributions for 2021, 2020 and 2019.
​
​
Name
​ ​
Year
 ​ ​
Housing
Allowance
 ​ ​
Private
Jet Usage
 ​ ​
Misc.
Other
Benefits1
 ​ ​
Retirement
Plan
Contribution
 ​
​
Evan G. Greenberg
 ​ ​
2021
​ ​
—
​ ​
$269,494
​ ​
$37,739
​ ​
$852,000
​
​
2020
​ ​
—
​ ​
$164,043
​ ​
$49,768
​ ​
$972,000
​
​
2019
​ ​
—
​ ​
$329,683
​ ​
$38,288
​ ​
$900,000
​
​
Peter C. Enns
 ​ ​
2021
​ ​
$117,300
​ ​
$266
​ ​
$19,492
​ ​
$58,486
​
​
Philip V. Bancroft
 ​ ​
2021
​ ​
$60,000
​ ​
—
​ ​
$133,363
​ ​
$265,488
​
​
2020
​ ​
$259,259
​ ​
—
​ ​
$111,963
​ ​
$279,120
​
​
2019
​ ​
$264,000
​ ​
—
​ ​
$136,027
​ ​
$264,816
​
​
John W. Keogh
 ​ ​
2021
​ ​
—
​ ​
$6,934
​ ​
$36,412
​ ​
$421,248
​
​
2020
​ ​
—
​ ​
$230
​ ​
$35,634
​ ​
$460,163
​
​
2019
​ ​
—
​ ​
—
​ ​
$48,066
​ ​
$417,600
​
​
Paul J. Krump
 ​ ​
2021
​ ​
—
​ ​
$13,912
​ ​
$42,532
​ ​
$296,100
​
​
2020
​ ​
—
​ ​
—
​ ​
$63,868
​ ​
$335,446
​
​
2019
​ ​
—
​ ​
—
​ ​
$51,946
​ ​
$11,200
​
​
John J. Lupica
 ​ ​
2021
​ ​
—
​ ​
—
​ ​
$94,850
​ ​
$374,364
​
​
2020
​ ​
—
​ ​
—
​ ​
$85,345
​ ​
$372,970
​
​
2019
​ ​
—
​ ​
$45
​ ​
$82,303
​ ​
$334,793
​
​
1
This column consists of the following: (i) for Mr. Greenberg, use of corporate apartment, executive medical coverage, long service award and matching contributions made under our matching charitable contributions program; and (ii) for all other NEOs, club memberships, financial planning, tax services, executive medical coverage, use of corporate apartment, matching contributions made under our matching charitable contributions program, car allowance or car lease and car maintenance allowance, and relocation expenses.
​
​
104
​ ​
Chubb Limited 2022 Proxy Statement
 ​
TABLE OF CONTENTS​​​
Executive Compensation — Summary Compensation Table
Employment Arrangements
Each of our NEOs receives an annual salary with annual discretionary cash and long-term equity incentives. Base salaries for NEOs are adjusted as described in Compensation Discussion & Analysis. Each NEO also receives customary executive benefits, such as participation in our current benefit and insurance plans, and certain perquisites, which may include some or all of a housing allowance, car allowance, car loan and club dues.
We entered into an individual offer letter with each NEO at the beginning of his respective employment. Other than as described herein, no material terms of such offer letters remain in effect. Mr. Enns commenced employment with Chubb in 2021 and was appointed Chief Financial Officer effective July 1, 2021. Under the terms of Mr. Enns’s offer letter, his starting annual base salary was set at $880,000. Mr. Enns’ starting annual target cash bonus was $1,400,000 and starting target annual equity award was $2,400,000, with actual awards based on both individual and Company performance. He is also entitled to receive a monthly housing allowance of $10,000 to $12,000. Furthermore, as a buyout or replacement of a portion of his unvested deferred cash and equity and a bonus he forfeited upon leaving his prior employer, he received a special equity grant valued at $3,680,000 in the form of $2,160,000 in time-based restricted stock, $920,000 in performance shares and $600,000 in stock options. These equity grants are reflected in the Summary Compensation Table and the Grants of Plan-Based Awards Table, for which the stock options are valued at the grant date fair market value computed in accordance with FASB ASC Topic 718.
Following his retirement from the Chief Financial Officer role effective July 1, 2021, Mr. Bancroft served as a special advisor to the Company through December 31, 2021, for which he continued to earn his base salary.
Furthermore, our Swiss Executive Management entered into non-compete agreements that are described below under the “Potential Payments Upon Termination or Change in Control” table.
In addition, in connection with the Company’s re-domestication to Switzerland in 2008, and for the sole purpose of documentation of work that is expected to be performed in Switzerland, the Company entered into employment agreements with Messrs. Greenberg and Bancroft. Subsequent to the re-domestication, the Company also entered into employment agreements with Messrs. Keogh, Lupica, Krump and Enns. These employment agreements did not change these officers’ responsibilities to the Chubb group of companies or their aggregate compensation from the Chubb group of companies. These employment agreements formally establish that these officers have responsibilities directly with Chubb Limited as a Swiss company and will receive compensation specifically for work performed in Switzerland.
These employment agreements generally specify that these officers:
•
are employees of the Swiss parent company,
​
•
will receive compensation allocable to such employment agreement (as opposed to compensation allocable to their work for other Chubb companies) that reflects 10% of the total compensation such officer is currently receiving, and
​
•
will work a portion of their time in Switzerland for Chubb Limited approximating 10% of their annual work calendar.
​
The Company may use the same form of employment agreement for these officers to allocate a percentage of their salaries to other subsidiaries of the Company.
Employee Stock Purchase Plan
We maintain a broad-based employee stock purchase plan, which gives our eligible employees the right to purchase our Common Shares through payroll deductions at a purchase price that reflects a 15% discount to the market price of our Common Shares. No participant may purchase more than 10% of the participant’s compensation or $25,000 in value of Common Shares, whichever is less, under this plan in any calendar year. One of our NEOs participated in our employee stock purchase plan in 2021.
Indemnification Agreements
We have entered into indemnification agreements with our directors and executive officers. These agreements are in furtherance of our Articles of Association that allow us to indemnify our directors and officers to the fullest extent permitted by applicable law as well as NYSE and SEC regulations. The indemnification agreements provide for indemnification arising out of specified indemnifiable events, such as events relating to the fact that the indemnitee is or was one of our directors or officers or is or was a director, officer, employee or agent of another entity at our request or relating to anything done or not done by the indemnitee in such a capacity, including indemnification relating to the government investigation of industry practices. The indemnification agreements provide for advancement of expenses. These agreements provide for mandatory indemnification to the extent an indemnitee is successful on the merits. The indemnification agreements set forth procedures relating to indemnification claims. To the extent we maintain general and/or directors’ and officers’ liability insurance, the agreements provide that the indemnitee shall be covered by such policies to the maximum extent of the coverage available for any of our directors or officers.
​
Chubb Limited 2022 Proxy Statement
 ​ ​
105
​
TABLE OF CONTENTS​
Executive Compensation — Grants of Plan-Based Awards
Grants of Plan-Based Awards
​
The following table sets forth information concerning grants of plan-based awards to the NEOs during the calendar year ended December 31, 2021. Because the Compensation Committee made plan-based awards at its February 2022 meeting which it intended as compensation for 2021, we have included those grants in this table along with grants made during 2021.
​ ​ ​ ​
​
 ​ ​
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
 ​
​
Evan G. Greenberg
 ​ ​
February 24, 2022
​ ​
58,409
​ ​
96,375
​ ​
—
​ ​ ​ ​ ​ ​ ​ ​
$11,625,143
​
​
February 24, 2022
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
77,874
​ ​
$199.03
​ ​
$3,022,290
​
​
February 25, 2021
​ ​
61,386
​ ​
101,287
​ ​
—
​ ​ ​ ​ ​ ​ ​ ​
$10,125,007
​
​
February 25, 2021
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
81,839
​ ​
$164.94
​ ​
$2,996,944
​
​
Peter C. Enns
 ​ ​
February 24, 2022
​ ​
6,783
​ ​
11,192
​ ​
2,261
​ ​ ​ ​ ​ ​ ​ ​
$1,800,027
​
​
February 24, 2022
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
12,058
​ ​
$199.03
​ ​
$467,971
​
​
April 1, 2021
​ ​
5,787
​ ​
9,549
​ ​
13,587
​ ​ ​ ​ ​ ​ ​ ​
$3,080,272
​
​
April 1, 2021
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
15,095
​ ​
$158.99
​ ​
$513,532
​
​
Philip V. Bancroft
 ​ ​
February 25, 2021
​ ​
7,413
​ ​
12,231
​ ​
2,471
​ ​ ​ ​ ​ ​ ​ ​
$1,630,267
​
​
February 25, 2021
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
13,176
​ ​
$164.94
​ ​
$482,505
​
​
John W. Keogh
 ​ ​
February 24, 2022
​ ​
26,378
​ ​
43,524
​ ​
—
​ ​ ​ ​ ​ ​ ​ ​
$5,250,013
​
​
February 24, 2022
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
35,169
​ ​
$199.03
​ ​
$1,364,909
​
​
February 25, 2021
​ ​
23,645
​ ​
39,014
​ ​
—
​ ​ ​ ​ ​ ​ ​ ​
$3,900,006
​
​
February 25, 2021
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
31,523
​ ​
$164.94
​ ​
$1,154,372
​
​
Paul J. Krump
 ​ ​
February 24, 2022
​ ​
8,762
​ ​
14,457
​ ​
2,921
​ ​ ​ ​ ​ ​ ​ ​
$2,325,267
​
​
February 24, 2022
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
15,575
​ ​
$199.03
​ ​
$604,466
​
​
February 25, 2021
​ ​
9,720
​ ​
16,038
​ ​
3,240
​ ​ ​ ​ ​ ​ ​ ​
$2,137,622
​
​
February 25, 2021
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
17,277
​ ​
$164.94
​ ​
$632,684
​
​
John J. Lupica
 ​ ​
February 24, 2022
​ ​
18,842
​ ​
31,089
​ ​
—
​ ​ ​ ​ ​ ​ ​ ​
$3,750,123
​
​
February 24, 2022
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
25,121
​ ​
$199.03
​ ​
$974,946
​
​
July 1, 2021
​ ​ ​ ​ ​ ​ ​ ​
6,180
​ ​ ​ ​ ​ ​ ​ ​
$1,000,048
​
​
February 25, 2021
​ ​
16,052
​ ​
26,486
​ ​
—
​ ​ ​ ​ ​ ​ ​ ​
$2,647,617
​
​
February 25, 2021
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
21,400
​ ​
$164.94
​ ​
$783,668
​
​
1
As stated above, the Compensation Committee intended awards granted in February 2022 as compensation for 2021. The Compensation Committee intended awards granted in February 2021 as compensation for 2020. Therefore, we also disclosed these awards in our 2021 proxy statement.
​
2
The terms of the performance share awards, including the performance criteria for vesting, are described in “Compensation Discussion & Analysis — How We Determine Total Direct Compensation Pay Mix — Equity Compensation.” The Target column of this table corresponds to Target Awards, and the Maximum column refers to the maximum possible Target and Premium Awards. During the restricted period, the NEOs are entitled to vote both the time-based restricted stock and performance share Target Awards. Dividends on performance shares are accumulated and distributed only when the shares have vested.
​
3
Restricted stock vests on the first, second, third and fourth anniversary dates of the grant.
​
4
Stock options vest on the first, second and third anniversary dates of the grant.
​
5
This column discloses the aggregate grant date fair market value computed in accordance with FASB ASC Topic 718. For all assumptions used in the valuation, see note 12 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.
​
​
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Chubb Limited 2022 Proxy Statement
 ​
TABLE OF CONTENTS​
Executive Compensation — Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End
​
The following table sets forth the outstanding equity awards held by our NEOs as of December 31, 2021.
​ ​ ​ ​
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
 ​
​
Evan G. Greenberg
 ​ ​
143,459*
​ ​
—
​ ​
$85.39
​ ​
02/28/2023
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
98,181*
​ ​
—
​ ​
$96.76
​ ​
02/27/2024
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
102,787*
​ ​
—
​ ​
$114.78
​ ​
02/26/2025
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
99,662*
​ ​
—
​ ​
$118.39
​ ​
02/25/2026
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
84,892*
​ ​
—
​ ​
$139.01
​ ​
02/23/2027
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
82,471*
​ ​
—
​ ​
$143.07
​ ​
02/22/2028
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
61,232*
​ ​
30,614*
​ ​
$133.90
​ ​
02/28/2029
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
29,977
​ ​
59,952
​ ​
$150.11
​ ​
02/27/2030
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
—
​ ​
81,839
​ ​
$164.94
​ ​
02/25/2031
​ ​
25,125
​ ​
$4,856,914
​ ​
163,646
​ ​
$31,634,408
​
​
Peter C. Enns
 ​ ​
—
​ ​
15,095
​ ​
$158.99
​ ​
04/01/2031
​ ​
13,587
​ ​
$2,626,503
​ ​
5,787
​ ​
$1,118,685
​
​
Philip V. Bancroft
 ​ ​
16,192
​ ​
—
​ ​
$96.76
​ ​
02/27/2024
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
17,857
​ ​
—
​ ​
$114.78
​ ​
02/26/2025
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
19,637
​ ​
—
​ ​
$118.39
​ ​
02/25/2026
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
17,986
​ ​
—
​ ​
$139.01
​ ​
02/23/2027
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
15,725
​ ​
—
​ ​
$143.07
​ ​
02/22/2028
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
11,625
​ ​
5,811
​ ​
$133.90
​ ​
02/28/2029
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
5,364
​ ​
10,724
​ ​
$150.11
​ ​
02/27/2030
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
—
​ ​
13,176
​ ​
$164.94
​ ​
02/25/2031
​ ​
9,885
​ ​
$1,910,869
​ ​
22,501
​ ​
$4,349,668
​
​
John W. Keogh
 ​ ​
31,134
​ ​
—
​ ​
$96.76
​ ​
02/27/2024
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
34,103
​ ​
—
​ ​
$114.78
​ ​
02/26/2025
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
34,628
​ ​
—
​ ​
$118.39
​ ​
02/25/2026
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
31,295
​ ​
—
​ ​
$139.01
​ ​
02/23/2027
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
27,970
​ ​
—
​ ​
$143.07
​ ​
02/22/2028
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
21,292
​ ​
10,645
​ ​
$133.90
​ ​
02/28/2029
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
11,548
​ ​
23,091
​ ​
$150.11
​ ​
02/27/2030
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
—
​ ​
31,523
​ ​
$164.94
​ ​
02/25/2031
​ ​
12,477
​ ​
$2,411,929
​ ​
56,605
​ ​
$10,942,313
​
​
Paul J. Krump
 ​ ​
1
​ ​
5,916
​ ​
$133.90
​ ​
02/28/2029
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
—
​ ​
12,656
​ ​
$150.11
​ ​
02/27/2030
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
—
​ ​
17,277
​ ​
$164.94
​ ​
02/25/2031
​ ​
11,355
​ ​
$2,195,035
​ ​
29,988
​ ​
$5,796,980
​
​
John J. Lupica
 ​ ​
18,053
​ ​
—
​ ​
$85.39
​ ​
02/28/2023
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
23,469
​ ​
—
​ ​
$96.76
​ ​
02/27/2024
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
26,350
​ ​
—
​ ​
$114.78
​ ​
02/26/2025
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
26,605
​ ​
—
​ ​
$118.39
​ ​
02/25/2026
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
23,957
​ ​
—
​ ​
$139.01
​ ​
02/23/2027
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
21,412
​ ​
—
​ ​
$143.07
​ ​
02/22/2028
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
16,180
​ ​
8,089
​ ​
$133.90
​ ​
02/28/2029
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
7,839
​ ​
15,676
​ ​
$150.11
​ ​
02/27/2030
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​
—
​ ​
21,400
​ ​
$164.94
​ ​
02/25/2031
​ ​
16,716
​ ​
$3,231,370
​ ​
39,426
​ ​
$7,621,440
​
​
*
Includes options to acquire Common Shares that were gifted to entities for which adult family members of Mr. Greenberg are beneficiaries. Mr. Greenberg retains the power to exercise such options in accordance with the option terms.
​
1
Based on the closing market price of our Common Shares on December 31, 2021 of $193.31 per share.
​
​
Chubb Limited 2022 Proxy Statement
 ​ ​
107
​
TABLE OF CONTENTS
Executive Compensation — Outstanding Equity Awards at Fiscal Year End
Contingent on continued employment and, in some circumstances, satisfaction of specified performance targets, the vesting dates for the awards described in the Outstanding Equity Awards at Fiscal Year End table are as follows:
​
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
 ​ ​
2/22/2022
​ ​
—
​ ​
3,866
​ ​
—
​
​
2/25/2022
​ ​
27,280
​ ​
—
​ ​
—
​
​
2/27/2022
​ ​
29,977
​ ​
4,216
​ ​
—
​
​
2/28/2022
​ ​
30,614*
​ ​
4,306
​ ​
51,672
​
​
2/25/2023
​ ​
27,280
​ ​
—
​ ​
—
​
​
2/27/2023
​ ​
29,975
​ ​
4,216
​ ​
50,588
​
​
2/28/2023
​ ​
—
​ ​
4,306
​ ​
—
​
​
2/25/2024
​ ​
27,279
​ ​
—
​ ​
61,386
​
​
2/27/2024
​ ​
—
​ ​
4,215
​ ​
—
​
​
Peter C. Enns
 ​ ​
4/01/2022
​ ​
5,032
​ ​
3,398
​ ​
—
​
​
4/01/2023
​ ​
5,032
​ ​
3,397
​ ​
—
​
​
4/01/2024
​ ​
5,031
​ ​
3,396
​ ​
5,787
​
​
4/01/2025
​ ​
—
​ ​
3,396
​ ​
—
​
​
Philip V. Bancroft
 ​ ​
2/22/2022
​ ​
—
​ ​
1,178
​ ​
—
​
​
2/25/2022
​ ​
4,394
​ ​
618
​ ​
—
​
​
2/27/2022
​ ​
5,363
​ ​
1,207
​ ​
—
​
​
2/28/2022
​ ​
5,811
​ ​
1,308
​ ​
7,848
​
​
2/25/2023
​ ​
4,391
​ ​
618
​ ​
—
​
​
2/27/2023
​ ​
5,361
​ ​
1,207
​ ​
7,240
​
​
2/28/2023
​ ​
—
​ ​
1,308
​ ​
—
​
​
2/25/2024
​ ​
4,391
​ ​
618
​ ​
7,413
​
​
2/27/2024
​ ​
—
​ ​
1,206
​ ​
—
​
​
2/25/2025
​ ​
—
​ ​
617
​ ​
—
​
​
John W. Keogh
 ​ ​
2/22/2022
​ ​
—
​ ​
1,782
​ ​
—
​
​
2/25/2022
​ ​
10,509
​ ​
—
​ ​
—
​
​
2/27/2022
​ ​
11,546
​ ​
2,209
​ ​
—
​
​
2/28/2022
​ ​
10,645
​ ​
2,036
​ ​
15,812
​
​
2/25/2023
​ ​
10,507
​ ​
—
​ ​
—
​
​
2/27/2023
​ ​
11,545
​ ​
2,208
​ ​
17,148
​
​
2/28/2023
​ ​
—
​ ​
2,035
​ ​
—
​
​
2/25/2024
​ ​
10,507
​ ​
—
​ ​
23,645
​
​
2/27/2024
​ ​
—
​ ​
2,207
​ ​
—
​
​
Paul J. Krump
 ​ ​
2/22/2022
​ ​
—
​ ​
1,181
​ ​
—
​
​
2/25/2022
​ ​
5,760
​ ​
810
​ ​
—
​
​
2/27/2022
​ ​
6,328
​ ​
1,424
​ ​
—
​
​
2/28/2022
​ ​
5,916
​ ​
1,331
​ ​
11,724
​
​
2/25/2023
​ ​
5,759
​ ​
810
​ ​
—
​
​
2/27/2023
​ ​
6,328
​ ​
1,424
​ ​
8,544
​
​
2/28/2023
​ ​
—
​ ​
1,331
​ ​
—
​
​
2/25/2024
​ ​
5,758
​ ​
810
​ ​
9,720
​
​
2/27/2024
​ ​
—
​ ​
1,424
​ ​
—
​
​
2/25/2025
​ ​
—
​ ​
810
​ ​
—
​
​
108
​ ​
Chubb Limited 2022 Proxy Statement
 ​
TABLE OF CONTENTS​
Executive Compensation — Outstanding Equity Awards at Fiscal Year End
​
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
 ​ ​
2/22/2022
​ ​
—
​ ​
1,605
​ ​
—
​
​
2/25/2022
​ ​
7,134
​ ​
—
​ ​
—
​
​
2/27/2022
​ ​
7,838
​ ​
1,764
​ ​
—
​
​
2/28/2022
​ ​
8,089
​ ​
1,820
​ ​
12,791
​
​
7/01/2022
​ ​
—
​ ​
1,546
​ ​
—
​
​
2/25/2023
​ ​
7,134
​ ​
—
​ ​
—
​
​
2/27/2023
​ ​
7,838
​ ​
1,764
​ ​
10,583
​
​
2/28/2023
​ ​
—
​ ​
1,820
​ ​
—
​
​
7/01/2023
​ ​
—
​ ​
1,545
​ ​
—
​
​
2/25/2024
​ ​
7,132
​ ​
—
​ ​
16,052
​
​
2/27/2024
​ ​
—
​ ​
1,763
​ ​
—
​
​
7/01/2024
​ ​
—
​ ​
1,545
​ ​
—
​
​
7/01/2025
​ ​
—
​ ​
1,544
​ ​
—
​
​
*
Includes options to acquire Common Shares that were gifted to entities for which adult family members of Mr. Greenberg are beneficiaries. Mr. Greenberg retains the power to exercise such options in accordance with the option terms.
​
1
The vesting date for the securities specified in this column is the later of (a) the “Vest Date” specified for such securities in this table and (b) the date when the Compensation Committee formally confirms vesting pursuant to the process further described in “Compensation Discussion & Analysis — How We Determine Total Direct Compensation Pay Mix — Equity Compensation.”
​
Option Exercises and Stock Vested
​
The following table sets forth information concerning option exercises by, and vesting of restricted stock and performance share awards of, our NEOs during 2021.
​ ​ ​ ​
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
 ​
​
Evan G. Greenberg
 ​ ​
116,9054
​ ​
$13,182,1344
​ ​
92,915
​ ​
$15,423,239
​
​
Peter C. Enns
 ​ ​
—
​ ​
—
​ ​
—
​ ​
—
​
​
Philip V. Bancroft
 ​ ​
6,878
​ ​
$681,258
​ ​
16,722
​ ​
$2,775,152
​
​
John W. Keogh
 ​ ​
29,665
​ ​
$2,842,662
​ ​
30,872
​ ​
$5,122,566
​
​
Paul J. Krump
 ​ ​
33,821
​ ​
$1,065,545
​ ​
16,958
​ ​
$2,813,431
​
​
John J. Lupica
 ​ ​
15,840
​ ​
$1,704,073
​ ​
22,886
​ ​
$3,797,456
​
​
1
The value of an option is the difference between (a) the fair market value of one of our Common Shares on the exercise date and (b) the exercise price of the option.
​
2
Of Common Shares acquired on vesting, the following numbers were respectively acquired due to vesting of performance share Target Awards on May 20, 2021: Mr. Greenberg (46,393 shares), Mr. Bancroft (7,077 shares), Mr. Keogh (13,846 shares), Mr. Krump (7,090 shares) and Mr. Lupica (9,636 shares). These amounts consist of performance share awards granted in February 2018, which cliff-vested at the end of the three-year anniversary. Of shares acquired on vesting, the following numbers were respectively acquired due to vesting of performance share Premium Awards granted in February 2018: Mr. Greenberg (30,155 shares), Mr. Bancroft (4,600 shares), Mr. Keogh (9,000 shares), Mr. Krump (4,609 shares) and Mr. Lupica (6,263 shares). The Target Awards granted to NEOs in February 2018 earned a Premium Award of 100% (65% of the Target Award) based on cumulative performance exceeding the 75th percentile and three-year TSR meeting or exceeding the 55th percentile.
​
For information on performance targets and vesting, see “Compensation Discussion & Analysis — How We Determine Total Direct Compensation Pay Mix — Equity Compensation.”
3
The value of a performance share or share of restricted stock upon vesting is the fair market value of one of our Common Shares on the vesting date. If vesting occurs on a day on which the New York Stock Exchange is closed, the value realized on vesting is based on the closing price on the open market day prior to the vesting date.
​
4
Includes the exercise of 115,542 options previously transferred as a gift to entities for which adult family members of Mr. Greenberg are beneficiaries.
​
​
Chubb Limited 2022 Proxy Statement
 ​ ​
109
​
TABLE OF CONTENTS​
Executive Compensation — Pension Benefits
Pension Benefits
​
The only pension plans maintained by the Company in which an NEO participates were assumed in connection with the Chubb Corp. acquisition, the Pension Plan of The Chubb Corporation (Chubb Corp. Pension Plan) and the Pension Excess Benefit Plan of The Chubb Corporation (Chubb Corp. Pension Excess Benefit Plan). Mr. Krump is the only NEO that participates in these plans.
The following table sets forth information about participation by Mr. Krump in our pension plans as of December 31, 2021.
​
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
​ ​
$2,654,500
​ ​
—
​
​
Chubb Corp. Pension Excess Benefit Plan
​ ​
37
​ ​
$18,280,374
​ ​
—
​
​
1
Represents the present value of the NEO’s accumulated pension benefit computed as of the same pension plan measurement date we used for 2021 financial statement reporting. The following actuarial assumptions were used:
​
•
Interest discount rates: 2.76% (Chubb Corp. Pension Plan); 2.20% (Chubb Corp. Pension Excess Benefit Plan);
​
•
Future interest crediting rate on cash balance accounts: 4.10%; and
​
•
Mortality table: Pri-2012 projected using scale MP2021 white collar.
​
2
The figures shown in the table above assume retirement benefits commence at the earliest unreduced retirement age, reflecting the assumptions described in the preceding footnote. However, if the NEO’s employment terminated or he retired on December 31, 2021, and plan benefits were immediately payable as a lump sum (calculated using the 5% discount rate specified in the plan), the Chubb Corp. Pension Excess Benefit Plan benefit would have been as follows:
​
Name
​ ​
Plan Name
 ​ ​
Lump Sum Amount
 ​
Paul J. Krump
 ​ ​
Chubb Corp. Pension Excess Benefit Plan
​ ​
$18,344,295
​
Chubb Corp. Pension Plan
Employees of Chubb Corp. on the date of its acquisition by the Company were eligible to participate in the Chubb Corp. Pension Plan, a tax-qualified defined benefit plan. Mr. Krump participates in the Chubb Corp. Pension Plan on the same terms and conditions as other eligible employees. In 2016 the Chubb Corp. Pension Plan was amended to freeze further benefit accruals effective as of December 31, 2019.
The Chubb Corp. Pension Plan, as in effect through 2019, provides each eligible employee with annual retirement income beginning at age 65 equal to the product of:
•
the total number of years of participation in the Chubb Corp. Pension Plan; and
​
•
1.75% of average compensation for the highest five years in the last ten years of participation prior to retirement during which the employee was most highly paid or, if higher, the last 60 consecutive months (final average earnings).
​
Average compensation under the Chubb Corp. Pension Plan includes salary and annual non-equity incentive compensation. A social security offset is subtracted from this benefit. The social security offset is equal to the product of:
•
the total number of years of participation in the Chubb Corp. Pension Plan; and
​
•
an amount related to the participant’s primary social security benefit.
​
Benefits can commence as early as age 55. However, if pension benefits commence prior to age 65, they may be actuarially reduced. The reduction in the gross benefit (prior to offset for social security benefits) is based on the participant’s age at retirement and years of Chubb Corp. Pension Plan participation as follows:
•
If the participant has at least 25 years of Chubb Corp. Pension Plan participation, benefits are unreduced at age 62 (Mr. Krump has more than 25 years of Chubb Corp. Pension Plan participation). They are reduced 2.5% per year from 62 to 60 (5% reduction at 60) and 5% per year from 60 to 55 (30% reduction at 55).
​
•
If the participant has at least 15 but less than 25 years of Chubb Corp. Pension Plan participation, benefits are unreduced at age 65. They are reduced 2% per year from 65 to 62 (6% reduction at 62) and 4% per year from 62 to 61 (10% reduction at 61) and 5% per year from 61 to 55 (40% reduction at 55).
​
•
If the participant has less than 15 years of Chubb Corp. Pension Plan participation, benefits are unreduced at age 65. They are reduced 6.67% per year from 65 to 60 (33.3% reduction at 60) and 3.33% per year from 60 to 55 (50% reduction at 55).
​
The participant’s social security benefit is reduced based on factors relating to the participant’s year of birth and age at retirement.
Benefits are generally paid in the form of an annuity. If a participant retires and elects a joint and survivor annuity, the Chubb Corp. Pension Plan provides a 10% subsidy. The portion of the benefit attributable to the cash balance account, as described in the following paragraph, may be paid in the form of a lump sum upon termination of employment.
Effective January 1, 2001, the Chubb Corp. Pension Plan was amended to provide a cash balance benefit, in lieu of the benefit described above, to reduce the rate of increase in the Chubb Corp. Pension Plan costs. This benefit provided for a participant to
​
110
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Chubb Limited 2022 Proxy Statement
 ​
TABLE OF CONTENTS​
Executive Compensation — Pension Benefits
receive a credit to his or her cash balance account every six months. The amount of the cash balance credit increased from 2.5% to 5% of compensation as the sum of a participant’s age and years of service credit increases. The maximum credit of 5% of compensation (subject to the maximum limitation on compensation permitted by the Internal Revenue Code) earned over the preceding six months was made when the sum of a participant’s age and years of service credit equals or exceeds 55 (which is the case for Mr. Krump). Amounts credited to a participant’s cash balance account earn interest at a rate based on the 30-year U.S. treasury bond rate, subject to a minimum interest rate of 4%. Participants who were hired by Chubb Corp. prior to January 1, 2001 (including Mr. Krump) will receive a benefit under the Chubb Corp. Pension Plan equal to the greater of the pension benefit described in the preceding paragraphs or the amount calculated under the cash balance formula.
ERISA and the Internal Revenue Code impose maximum limitations on the recognized compensation and the amount of a pension which may be paid under a funded defined benefit plan such as the Chubb Corp. Pension Plan. The Chubb Corp. Pension Plan complies with these limitations.
Chubb Corp. Pension Excess Benefit Plan
The Chubb Corp. Pension Excess Benefit Plan is a supplemental, nonqualified, unfunded plan assumed by the Company in connection with the Chubb Corp. acquisition. The Chubb Corp. Pension Excess Benefit Plan uses essentially the same benefit formula, early retirement reduction factors and other features as the Chubb Corp. Pension Plan, except that the Chubb Corp. Pension Excess Benefit Plan recognizes compensation (salary and annual non-equity incentive plan compensation) above IRS compensation limits. The Chubb Corp. Pension Excess Benefit Plan also recognizes deferred compensation for purposes of determining applicable retirement benefits. Benefits under both the Chubb Corp. Pension Plan and the Chubb Corp. Pension Excess Benefit Plan are provided by the Company on a noncontributory basis.
Benefits payable under the Chubb Corp. Pension Excess Benefit Plan are generally paid in the form of a lump sum, calculated using an interest discount rate of 5%. However, the portion of the benefit that was earned and vested as of December 31, 2004 may be payable in certain other forms, including installment payments and life annuities, if properly elected by the participant and if the participant satisfies the requirements of the Chubb Corp. Pension Excess Benefit Plan.
With the Chubb Corp. Pension Plan freeze in accruals, the Chubb Corp. Pension Excess Benefit Plan accruals also froze effective December 31, 2019.
Nonqualified Deferred Compensation
​
The following table sets forth information about nonqualified deferred compensation of our NEOs.
​ ​ ​ ​
Executive Contributions
in Last FY
 ​ ​
Registrant Contributions
in Last FY1
 ​ ​
Aggregate Earnings
in Last FY2
 ​ ​
Aggregate Withdrawals/​
Distributions
 ​ ​
Aggregate Balance
at Last FYE3
 ​
​
Evan G. Greenberg
 ​ ​
$690,500
​ ​
$822,900
​ ​
$1,314
​ ​
—
​ ​
$11,906,884
​
​
Peter C. Enns
 ​ ​
$41,423
​ ​
$32,386
​ ​
$427
​ ​
—
​ ​
$74,236
​
​
Philip V. Bancroft
 ​ ​
$201,740
​ ​
$236,388
​ ​
$666,313
​ ​
—
​ ​
$9,896,134
​
​
John W. Keogh
 ​ ​
$331,540
​ ​
$386,448
​ ​
$688,877
​ ​
—
​ ​
$13,582,505
​
​
Paul J. Krump4
 ​ ​
$227,250
​ ​
$261,300
​ ​
$887,285
​ ​
—
​ ​
$6,671,040
​
​
John J. Lupica
 ​ ​
$292,470
​ ​
$339,564
​ ​
$2,454,142
​ ​
—
​ ​
$21,222,325
​
​
1
The amounts shown in this column are also included in the Summary Compensation Table for 2021 in the All Other Compensation column.
​
2
The Aggregate Earnings for Messrs. Greenberg, Enns, Bancroft, Keogh and Lupica resulted from Deferred Compensation Earnings only. The following table reflects the components for the “Aggregate Earnings in Last Fiscal Year” column for Mr. Krump:
​
Name
​ ​
CCAP Excess
Benefit Plan
Earnings
 ​ ​
Deferred
Compensation
Earnings
 ​ ​
Appreciation and
Dividends on
Deferred RSUs
 ​ ​
ESOP Excess
Benefit Plan
Earnings
 ​ ​
Total
 ​
Paul J. Krump
​ ​
$105
​ ​
$167,270
​ ​
$698,867
​ ​
$21,043
​ ​
$887,285
​
​
3
Of the totals shown in this column, the following amounts are also included in the Summary Compensation Table for 2021, 2020 and 2019: Evan G. Greenberg ($2,637,900), Peter C. Enns ($32,386), Philip V. Bancroft ($723,324), John W. Keogh ($1,196,411), Paul J. Krump ($562,546) and John J. Lupica ($979,527).
​
4
This table does not include amounts under the Chubb Corp. Pension Excess Benefit Plan, which appear in the Pension Benefits table on the prior page.
​
Chubb INA Holdings Inc., a subsidiary of the Company, sponsors a total of five nonqualified deferred compensation plans in which the NEOs participate. All of these plans — The Chubb US Supplemental Employee Retirement Plan, The Chubb US Deferred Compensation Plan, the Pension Excess Benefit Plan of The Chubb Corporation, the Defined Contribution Excess Benefit Plan of The Chubb Corporation, and The Chubb Corporation Key Employee Deferred Compensation Plan — are unfunded, nonqualified plans designed to benefit employees who are highly compensated or part of a select group of management. Following the Chubb Corp. acquisition in January 2016, Chubb INA Holdings Inc. became the plan sponsor of the three Chubb Corp.
​
Chubb Limited 2022 Proxy Statement
 ​ ​
111
​
TABLE OF CONTENTS
Executive Compensation — Nonqualified Deferred Compensation
nonqualified plans — the Pension Excess Benefit Plan of the Chubb Corporation, the Defined Contribution Excess Benefit Plan of The Chubb Corporation, and The Chubb Corporation Key Employee Deferred Compensation Plan. Mr. Krump is the only NEO who is a participant in these three plans.
Chubb INA Holdings Inc. sets aside assets in rabbi trusts to fund the obligations under the above five plans. The funding (inclusive of investment returns) of the rabbi trusts generally attempts to mirror the participants’ hypothetical earnings under each plan, where relevant.
Participants in the Chubb US Supplemental Employee Retirement Plan contribute to such plans only after their contributions to tax-qualified plans are capped under one or more Internal Revenue Code provisions. Participants in the Chubb US Deferred Compensation Plan may defer additional amounts of salary or bonuses with deferred amounts credited to these plans. Up to 50% of salary and up to 100% of cash bonuses are eligible for deferral under the Chubb US Deferred Compensation Plan. NEOs are not treated differently from other participants under these plans. Certain Bermuda-based employees, among them NEOs, participate under the Chubb INA Holdings Inc. nonqualified plans.
For more information on our nonqualified deferred compensation plans, see the section of this proxy statement titled “Potential Payments upon Termination or Change in Control — Non-Qualified Retirement Plans and Deferred Compensation Plans.”
​
112
​ ​
Chubb Limited 2022 Proxy Statement
 ​
TABLE OF CONTENTS​
Executive Compensation — Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control
​
The table below contains estimates of potential payments to each of our NEOs upon termination of employment or a change in control under current employment arrangements and other compensation programs, assuming the termination or change of control event occurred on December 31, 2021. Pursuant to our Articles of Association, we entered into non-compete agreements with our Executive Management and terminated our Severance Plan with respect to Executive Management. Following the table we have provided a brief description of such employment arrangements and other compensation programs, including the non-compete agreements.
​
Name
​ ​
Cash Severance
 ​ ​
Medical Continuation1
 ​ ​
Retirement Plan
Continuation
 ​ ​
Value of Accelerated &
Continued Equity and
Performance Awards2
 ​
​ Evan G. Greenberg ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ Separation without cause ​ ​
$16,066,667
​ ​
$22,626
​ ​
—
​ ​
$29,766,564
​
​ Change in control ​ ​
—
​ ​
—
​ ​
—
​ ​
$43,221,799
​
​ Separation for cause ​ ​
—
​ ​
—
​ ​
—
​ ​
—
​
​ Retirement ​ ​
—
​ ​
—
​ ​
—
​ ​
—
​
​ Death or disability ​ ​
—
​ ​
—
​ ​
—
​ ​
$43,221,799
​
​ Peter C. Enns ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ Separation without cause ​ ​
$4,569,000
​ ​
$34,368
​ ​
—
​ ​
$1,658,937
​
​ Change in control ​ ​
—
​ ​
—
​ ​
—
​ ​
$4,263,248
​
​ Separation for cause ​ ​
—
​ ​
—
​ ​
—
​ ​
—
​
​ Retirement ​ ​
—
​ ​
—
​ ​
—
​ ​
—
​
​ Death or disability ​ ​
—
​ ​
—
​ ​
—
​ ​
$4,263,248
​
​ Philip V. Bancroft ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ Separation without cause ​ ​
$4,644,267
​ ​
$58,861
​ ​
—
​ ​
$5,413,400
​
​ Change in control ​ ​
—
​ ​
—
​ ​
—
​ ​
$7,442,848
​
​ Separation for cause ​ ​
—
​ ​
—
​ ​
—
​ ​
—
​
​ Retirement ​ ​
—
​ ​
—
​ ​
—
​ ​
—
​
​ Death or disability ​ ​
—
​ ​
—
​ ​
—
​ ​
$7,442,848
​
​ John W. Keogh ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ Separation without cause ​ ​
$7,595,000
​ ​
$34,782
​ ​
—
​ ​
$10,582,966
​
​ Change in control ​ ​
—
​ ​
—
​ ​
—
​ ​
$15,878,500
​
​ Separation for cause ​ ​
—
​ ​
—
​ ​
—
​ ​
—
​
​ Retirement ​ ​
—
​ ​
—
​ ​
—
​ ​
—
​
​ Death or disability ​ ​
—
​ ​
—
​ ​
—
​ ​
$15,878,500
​
​ Paul J. Krump ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ Separation without cause ​ ​
—
​ ​
—
​ ​
—
​ ​
—
​
​ Change in control ​ ​
—
​ ​
—
​ ​
—
​ ​
$9,380,372
​
​ Separation for cause ​ ​
—
​ ​
—
​ ​
—
​ ​
—
​
​ Retirement ​ ​
—
​ ​
—
​ ​
—
​ ​
—
​
​ Death or disability ​ ​
—
​ ​
—
​ ​
—
​ ​
$9,380,372
​
​ John J. Lupica ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ Separation without cause ​ ​
$6,521,600
​ ​
$34,613
​ ​
—
​ ​
$8,374,412
​
​ Change in control ​ ​
—
​ ​
—
​ ​
—
​ ​
$12,617,699
​
​ Separation for cause ​ ​
—
​ ​
—
​ ​
—
​ ​
—
​
​ Retirement ​ ​
—
​ ​
—
​ ​
—
​ ​
—
​
​ Death or disability ​ ​
—
​ ​
—
​ ​
—
​ ​
$12,617,699
​
​
1
The value of medical continuation benefits is based on the medical insurance premium rates payable by the Company and applicable to the NEOs as of year-end 2021.
​
2
Based on the closing market price of our Common Shares on December 31, 2021 of $193.31 per share.
​
The table above does not duplicate aggregate balance amounts disclosed in the sections of this proxy statement titled “Executive Compensation — Nonqualified Deferred Compensation” and “— Pension Benefits” including amounts that may become payable
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Executive Compensation — Potential Payments upon Termination or Change in Control
on an accelerated timeline due to termination of employment or a change in control as described in “— Pension Benefits” and “—​Non-Qualified Retirement Plans and Deferred Compensation Plans”.
Non-Competition Agreements
​
Our Articles of Association specify a maximum 12-month duration and notice period for compensation-related agreements with Executive Management. In addition, the Articles permit the Company to enter into post-employment non-competition agreements with members of Executive Management for a term of up to two years after termination of employment. Following shareholder approval of our Articles of Association at our 2015 annual general meeting, we entered into non-compete agreements with our Executive Management (and Mr. Lupica, who was a member of Executive Management in 2015) and terminated our Severance Plan with respect to such persons. Mr. Enns also entered into a non-compete agreement in 2021 in connection with his appointment as a member of Executive Management. Our Severance Plan remains in effect with respect to all other participants.
These non-compete agreements prohibit the above-mentioned executives from engaging in, or soliciting clients, customers and employees of the Company in connection with, any business competitive with the Company for a period of 24 months following termination of employment. The non-compete agreements’ restrictions take effect if the Company terminates the executive’s employment. In addition, if the termination is for reasons other than disability, gross negligence or willful misconduct, in exchange for complying with the agreement’s restrictions, the executive will receive
a payment equal to the sum of (i) two times annual base salary, (ii) two times the average of the bonuses paid to the executive for the prior three years, (iii) a pro rata annual bonus for the year of termination, and (iv) an amount equal to 24 months of the Company’s portion of the health and dental premium payments, and the executive will receive 24 months of continued vesting of certain equity awards granted before the date of termination. The executives forfeit their rights to the payment and continued vesting, and they must repay amounts already paid in cash or the value of shares received through equity awards, if applicable, if they violate any provision of the non-compete agreement. The non-compete agreements also require the executive to sign a waiver and release to receive payment and continued vesting.
Non-Qualified Retirement Plans and Deferred Compensation Plans
​
All the NEOs participate in one or more non-qualified defined contribution retirement plans or deferred compensation plans through a Chubb employer. A change in control under the current provisions of the plans discussed below will not result in a distributable event in and of itself. Further, whether an NEO’s termination is with or without cause does not impact entitlement to benefits under any of the nonqualified plans. Below is an overview of each plan.
​
 
​
The Chubb US Supplemental Employee Retirement Plan
This is a non-qualified retirement plan for a select group of employees who are generally higher paid.
Beginning in 2009, 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.
​
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The Chubb US Deferred
Compensation Plan
This is a non-qualified deferred compensation plan for a select group of employees who are generally higher paid that permits them to defer the receipt of a portion of their compensation.
​ ​
•
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.
​
•
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 Pension Excess Benefit Plan of The Chubb Corporation (assumed in connection with the Chubb Corp. acquisition)
This plan is a supplemental, nonqualified, unfunded plan similar to the Chubb Corp. Pension Plan but recognizes compensation above IRS compensation limits. Plan accruals froze effective December 31, 2019, when the Chubb Corp. Pension Plan benefits froze.
​ ​
•
The plan’s benefits are calculated in the same fashion as the Chubb Corp. Pension Plan benefits in excess of IRS limits.
​
•
The plan benefits are generally paid in a lump sum using an interest rate of 5%.
​
•
Additional distribution options are permitted for benefits accrued prior to 2005.
​
 ​
​
The Defined Contribution Excess Benefit Plan of The Chubb Corporation (assumed in connection with the Chubb Corp. acquisition)
This is a non-qualified deferred compensation plan for a select group of employees who are generally higher paid that permits them to defer the receipt of a portion of their compensation.
Amounts credited for service in 2016 and later are paid in cash (not deferred).
​ ​
•
The plan provides a 4% contribution above the IRS qualified plan limits.
​
•
Prior to the Chubb Corp. acquisition, participants could choose to defer these amounts or receive them in cash.
​
•
In 2004, The Chubb Corporation Employee Stock Ownership Excess Benefit Plan was merged with the plan.
​
•
Earnings on The Chubb Corporation Employee Stock Ownership Plan shares are based on the change in Common Shares and dividends paid.
​
•
Effective September 3, 2019, the plan was merged with the Chubb US Supplemental Employee Retirement Plan. This merger keeps all terms of the plan intact but allows participants to change their notional investments to choices offered under the Chubb US Supplemental Employee Retirement Plan.
​
 ​
​
The Chubb Corporation Key Employee Deferred Compensation Plan (assumed in connection with the Chubb Corp. acquisition)
This is a non-qualified deferred compensation plan for a select group of employees who are generally higher paid that permits them to defer the receipt of a portion of their compensation.
​ ​
•
The plan permitted deferrals of salary, bonus and stock awards.
​
•
Our acquisition of Chubb Corp. was a distributable event (where chosen) and Mr. Krump received a distribution from the plan.
​
•
The plan contains an older plan, The Chubb Corporation Executive Deferred Compensation Plan, which is not subject to Internal Revenue Code Section 409A. Mr. Krump has deferrals under both pre-409A and 409A plans.
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Executive Compensation — Potential Payments upon Termination or Change in Control
Long-Term Incentive Plans
​
All the NEOs participate in one or more long-term incentive plans. Awards under the equity plans are generally subject to vesting, as set by the Compensation Committee as a part of each award. In general, the awards vest and are exercisable, where applicable, without regard to whether the NEO’s termination is considered with or without cause.
Awards for our NEOs and other executive officers are subject to the terms and conditions of our clawback policy, further described in “Compensation Practices and Policies — Clawback Policy”. Additionally, award agreements for these officers also contain a non-solicitation provision prohibiting the officer during the year following his or her separation from us from soliciting or accepting insurance or reinsurance business from our customers, agents or brokers that the officer (or the officer’s reports) recently communicated with or had access to confidential information about, and also from soliciting or hiring any of our employees.
Generally, all options and awards vest upon termination of employment due to death or disability. An NEO is disabled for purposes of accelerating vesting when the NEO, under the relevant employer-sponsored long-term disability plan, is determined to be disabled. If the NEO is not eligible to participate in an employer-sponsored disability plan, then the Compensation Committee makes this determination by applying standards similar to those applied under a disability plan. In making these determinations, the definition of disability is modified, where necessary, to comply with Internal Revenue Code Section 409A.
Equity-based compensation for all our NEOs will vest in the event of a change of control only if we terminate the participant’s employment without cause or if the participant resigns for good reason during the six-month period immediately before a change in control or during the two-year period immediately following a change in control (double-trigger vesting).
Generally, incentive stock options must be exercised within three months of the date of termination of employment. Upon termination of employment due to death or disability, the exercise period is extended to one year following the termination of employment. Upon retirement, the exercise period for the retiree is extended so that the termination is deemed to have occurred on the ten-year anniversary of the option grant date or, if earlier, the date of the retiree’s death.
In addition, for employees who meet certain criteria, unvested awards will continue to vest after retirement. To qualify for continued vesting, employees must be at least
age 62 with 10 or more years of service, retire in good standing, sign an agreement and release as presented by the Company, and, beginning February 2020 for the Premium Award portion of performance share grants, provide the Company appropriate notice within six months of the grant date.
For purposes of these long-term incentive plans, change in control means:
•
a person becomes a “beneficial owner” ​(as such term is used in Rule 13d-3 of the Exchange Act) of 50% or more of the voting stock of Chubb;
​
•
the majority of the Board consists of individuals other than incumbent directors (meaning the members of the Board on the effective date of the change in control); provided that any person becoming a director after that date, whose election or nomination for election was supported by three-quarters of the incumbent directors, will be considered to be an incumbent director;
​
•
Chubb adopts any plan of liquidation providing for the distribution of all or substantially all of its assets;
​
•
all or substantially all of the assets or business of Chubb is disposed of due to a merger, consolidation or other transaction unless the shareholders of Chubb, immediately prior to such merger, consolidation or other transaction, beneficially own, directly or indirectly (in substantially the same proportion as they owned the voting stock of Chubb), all of the voting stock or other ownership interests of the entity or entities, if any, that succeed to the business of Chubb; or
​
•
Chubb combines with another company and is the surviving corporation but, immediately after the combination, the shareholders of Chubb immediately prior to the combination hold, directly or indirectly, 50% or less of the voting stock of the combined company.
​
For the purpose of this definition of change in control:
An “affiliate” of a person or other entity means a person or other entity that directly or indirectly controls, is controlled by, or is under common control with the person or other entity specified.
“Voting stock” means capital stock of any class or classes having general voting power under ordinary circumstances, in the absence of contingencies, to elect the directors of a corporation.
When determining if a change in control has occurred, where necessary, the definition of change in control is modified to comply with Internal Revenue Code Section 409A.
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Executive Compensation — Median Employee Pay Ratio
Median Employee Pay Ratio
​
Chubb is committed to delivering fair and competitive compensation to all our employees worldwide in our pursuit to attract and retain a highly qualified, experienced, talented and motivated workforce. We employ approximately 31,000 employees and have operations in 54 countries and territories around the world. Given our global presence and the geographical distribution of our workforce, our compensation program utilizes a variety of pay scales reflecting cost of living and other factors to determine how we compensate our employees in a particular region or country.
The 2021 total annual compensation of our CEO calculated for purposes of disclosure in the Summary Compensation Table of this proxy statement was $23,181,184, which was approximately 322.4 times the compensation of the median employee ($71,894) calculated in the same manner. The median employee is a specialty underwriting assistant based in the United States.
We identified the median employee by examining compensation information derived from our global human resources information systems for all employees as of December 31, 2021, excluding the CEO. In identifying the median employee, we assessed for all employees the sum of (as applicable): 2021 base salary (for salaried employees), wages, excluding overtime (for hourly employees), commissions (for commissions-based employees), annual equity awards granted in 2021 (based on grant date value) and cash bonuses awarded in 2021 under variable compensation incentive plans. We annualized base salaries for salaried employees who were employed by us on December 31, 2021 but were not employed for the full fiscal year.
The median employee’s total annual compensation calculated as above is not a good indicator of total annual compensation of any other individual or group of employees, and may not be comparable to the total annual compensation of employees at other companies who may award or calculate compensation differently.
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Audit Committee Report
The Audit Committee currently consists of four members of the Board of Directors, each of whom is independent within the meaning of NYSE listing standards and the Company’s Categorical Standards for Director Independence, has been determined by the Board to be financially literate, as contemplated by NYSE listing standards, and is an “audit committee financial expert” within the meaning of SEC rules.
The Audit Committee operates under our Organizational Regulations and a written charter approved by the Board, a copy of which is available on the Company’s website. As more fully described in the Organizational Regulations and charter, the primary purpose of the Audit Committee is to assist the Board in its oversight of the integrity of the Company’s financial statements and financial reporting process, the system of internal controls, the audit process, the performance of the Company’s internal auditors and the performance, qualification and independence of the Company’s independent auditors, PricewaterhouseCoopers LLP and PricewaterhouseCoopers AG, which we collectively refer to in this report as PwC. In addition, the Audit Committee has established procedures for the receipt, retention and treatment, on a confidential basis, of any communications and complaints it receives. Employees, third-party individuals and organizations are encouraged to report concerns about the Company’s accounting controls, auditing matters or anything else that appears to involve financial or other wrongdoing. To report such matters, please e-mail us at: chmnaudit@chubb.com.
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, and the Board oversees this process. Pursuant to the SEC’s rules and regulations, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with generally accepted accounting principles. As of December 31, 2021, management has evaluated the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control-Integrated Framework,” issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in 2013. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2021.
The Company’s management prepares the Company’s consolidated financial statements in accordance with U.S. GAAP and is responsible for the financial reporting process that generates these statements. The Company’s independent auditors audit the Company’s year-end financial statements and review the interim financial statements. PwC audited the consolidated financial statements of the Company included in the Annual Report on Form 10-K and has issued an unqualified report on the fair presentation of the consolidated financial statements in accordance with U.S. GAAP, and on the effectiveness of the Company’s internal control over financial reporting, as of December 31, 2021. Further, PwC has audited the Swiss statutory financial statements of the Company and has issued an unqualified report that the accounting records and the statutory financial statements comply with Swiss law and the Company’s Articles of Association. The Audit Committee, on behalf of the Board, monitors and reviews these processes, acting in an oversight capacity relying on the information provided to it and on the representations made to it by the Company’s management, PwC and other advisors. The Audit Committee annually reviews PwC’s independence and performance in connection with the Committee’s determination of whether to retain PwC or engage another firm as our independent auditor.
At the four regularly scheduled quarterly meetings, the Audit Committee met with members of management and PwC to review Company matters, including internal and independent audits, loss reserve estimates and developments, compliance-related activities, the Company’s cyber-security program and related exposures and risks, and other financial reporting and accounting, legal, tax and internal policy matters. Additionally, at its February 2021 and February 2022 meetings, the Audit Committee met in joint session with the Risk & Finance Committee to review and discuss the Company’s enterprise risk management strategy, including risk priorities and risk governance.
Management participants at Audit Committee meetings include the Chief Financial Officer, Chief Accounting Officer, Chief Compliance Officer, Chief Auditor, Chief Actuary, legal counsel and others as requested. Also at the quarterly meetings, the Audit Committee met in executive session (without management present) with representatives of PwC and also with the Company’s Chief Auditor, in each case to discuss the results of their examinations and their evaluations of the Company’s internal controls and overall financial reporting, as well as the Company’s Chief Financial Officer, General Counsel and Chief Compliance Officer. In
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Audit Committee Report
January 2022, the Audit Committee met with the Chief Actuary to review, among other things, the external independent actuaries’ review and their annual independent assessment of the Company’s loss reserves. At the February 2022 meeting, the Audit Committee reviewed and discussed the 2021 annual financial statements, including Management’s Discussion and Analysis in our Annual Report on Form 10-K, with management and PwC prior to their filing with the SEC.
In 2021 the Audit Committee held six other meetings outside the Board’s quarterly meeting cycle to discuss various financial reporting and accounting matters, as well as PwC’s budgeted and actual fees for services. Members of the Audit Committee also met with the financial reporting senior leadership team and the internal audit leadership team to discuss how these teams fulfill their responsibilities and obligations as well as key initiatives, anticipated operational challenges and their methods to achieve efficiencies.
The Audit Committee also held four meetings with management and PwC at which the Company’s quarterly and annual earnings press releases, consolidated financial statements and disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” ​(including significant accounting policies and judgments) were reviewed in advance of their public release.
Throughout the year, management and PwC regularly reported to the Audit Committee on COVID-19-related considerations relating to our business, reserves, compliance and controls.
The Audit Committee also held its annual comprehensive in-depth session with members of management to focus on specific matters of importance, including cyber-related security controls and activities, third-party security risk management, life insurance accounting, IT governance and compliance initiatives, data privacy matters, digital matters, and additional finance, tax and accounting topics.
The Audit Committee discussed with PwC all the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC. These discussions included:
•
the auditor’s judgments about the quality, not just the acceptability, of the Company’s accounting principles as applied in its financial reporting;
​
•
methods used to account for significant transactions;
​
•
the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus;
​
•
critical audit matters disclosed in the independent auditor’s report;
​
•
the process used by management in formulating particularly sensitive accounting estimates and the basis for the auditor’s conclusions regarding the reasonableness of those estimates;
​
•
reviewed and approved the Company’s policy with regard to the hiring of former employees of the independent auditor;
​
•
reviewed with management the scope and effectiveness of the Company’s disclosure controls and procedures, including for purposes of evaluating the accuracy and fair presentation of the Company’s financial statements in connection with certifications made by the CEO and CFO; and
​
•
disagreements, if any, with management over the application of accounting principles (of which there were none), the basis for management’s accounting estimates, and disclosures in the financial statements.
​
The Audit Committee reviewed all other material written communications between PwC and management.
The Audit Committee discussed with PwC their independence from the Company and management, including a review of audit and non-audit fees, and has reviewed in that context the written disclosures and the applicable requirements of the PCAOB regarding the independent auditor’s communications with the Audit Committee. The Audit Committee Chair also met with members of PwC’s global leadership team to review accounting matters and elicit their perspective regarding conduct of the Chubb global audit.
Based on the review and discussions referred to above, and in reliance on the information, opinions, reports or statements presented to the Audit Committee by the Company’s management, its internal auditors and its independent auditors, the Audit Committee recommended to the Board that the December 31, 2021 audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K and that such report, together with the audited Swiss statutory financial statements of Chubb Limited, be included in the Company’s Annual Report to Shareholders for the fiscal year ended December 31, 2021.
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Audit Committee Report
The foregoing report has been approved by all members of the Audit Committee.
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Robert W. Scully, Chair
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Theodore E. Shasta
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David H. Sidwell
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Luis Téllez
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Information About the Annual General Meeting and Voting
Why is this proxy statement made available to me?
​
Our Board of Directors is soliciting your vote for its 2022 Annual General Meeting, which will be held at 2:45 p.m. Central European Time on Thursday, May 19, 2022, at the offices of Chubb Limited, Bärengasse 32, CH-8001 Zurich, Switzerland.
This proxy statement summarizes the information you need relating to the Annual General Meeting, including how to vote your shares.
Due to the coronavirus (COVID-19) pandemic and in accordance with COVID-19 regulations issued by the Swiss government, in-person attendance at the Annual General Meeting by shareholders is not permitted, and therefore we urge you to vote in advance of the Annual General Meeting (see “Can I vote in person at the Annual General Meeting?”).
Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
​
We are taking advantage of rules issued by the SEC that allow companies to furnish proxy materials to shareholders via the Internet. This gives you fast and convenient access to the materials, reduces our impact on the environment and reduces printing and mailing costs. If you received a Notice Regarding the Internet Availability of Proxy Materials (the Notice) by mail, you will not receive a printed copy of the proxy materials unless you specifically request one. The Notice instructs you on how to access and review all of the important information contained in this proxy statement, request a printed copy and submit your proxy over the Internet. If you hold shares through your broker or other intermediary, that person or institution will provide you with instructions on how to vote your shares.
The Company intends to commence distribution of the Notice to shareholders on or about April 6, 2022.
How do I access proxy materials on the Internet?
​
Our proxy statement for the 2022 Annual General Meeting and our 2021 Annual Report, which includes the standalone statutory financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2021, will be available on or about April 6, 2022 at http://www.envisionreports.com/CB. If you hold shares through a broker or intermediary, that person or institution will provide instructions on how to access proxy materials on the Internet.
These proxy materials will also be available, together with the form of proxy card, on the Company’s website in the Investor Relations section at investors.chubb.com/investor-relations/shareholder-resources/shareholder-meeting-materials.
You may also request a printed copy of these proxy materials by any of the methods described on the Notice or by contacting Chubb Limited Investor Relations at +1 (212) 827-4445 or investorrelations@chubb.com.
We encourage shareholders to elect to receive all future proxy materials electronically (including the Notice), which is free, fast, convenient and environmentally friendly. If you are a shareholder of record, visit
http://www.envisionreports.com/CB. If you are a beneficial owner, visit http://www.proxyvote.com or contact your bank, broker, or other nominee for instructions or follow the instructions included in your proxy materials.
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Information About the Annual General Meeting and Voting
Who is entitled to vote?
​
March 25, 2022 is the record date for the Annual General Meeting. On that date, we had                          Common Shares outstanding. Our Common Shares, par value of CHF 24.15 per share, are our only class of voting stock.
Beneficial owners of shares held in “street name” and shareholders of record with voting rights at the close of business on March 25, 2022 are entitled to vote at the Annual General Meeting, except as provided below.
•
If you are a beneficial holder of shares held in “street name” and ask to become a shareholder of record for those shares after March 25, 2022 but on or before May 6, 2022 and want to vote those shares at the Annual General Meeting (by way of the independent proxy), you will need to obtain proxy materials by contacting Investor Relations by telephone at +1 (212) 827-4445 or via e-mail at investorrelations@chubb.com.
​
•
If you are a record holder of our shares (as opposed to a beneficial holder of shares held in “street name”) on March 25, 2022 but sell your shares prior to May 6, 2022, you will not be entitled to vote those shares at the Annual General Meeting.
​
How many votes do I have?
​
Generally, you have one vote for each of our Common Shares that you own. However, if you own Controlled Shares (as defined in our Articles of Association) that constitute 10% or more of the issued Common Shares, then your voting rights with respect to those Controlled Shares will be limited, in the aggregate, to a voting power of approximately 10% pursuant to a formula specified in Article 14 of our Articles of Association. Our Articles of Association define Controlled Shares generally to include all shares of the Company directly, indirectly or constructively owned or beneficially owned by any person or group of persons.
What is the difference between holding shares as a shareholder of record and as a beneficial owner?
​
Most of our shareholders hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some differences between shares held of record and those owned beneficially.
Shareholder of Record
If your shares are registered directly in your name, as registered shares entitled to voting rights, in our share register operated by our transfer agent, Computershare Inc., then you are considered the shareholder of record for those shares. The Notice is sent to you directly by us. You have the right to grant your voting proxy directly to the independent proxy (see “How do I vote by proxy given to the independent
proxy if I am a record holder?” below). If you are a shareholder of record, you may vote electronically through the Internet by following the instructions provided on the Notice. Due to the coronavirus (COVID-19) pandemic, in-person attendance at the Annual General Meeting by shareholders is not permitted, and therefore we urge you to vote in advance of the Annual General Meeting (see “Can I vote in person at the Annual General Meeting?”).
Beneficial Owner
If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name.” Your broker, bank or other nominee forwards the Notice or other proxy materials to you, since they are considered the shareholder of record for your shares. You have the right to direct your broker, bank or other nominee on how to vote your shares. Due to the coronavirus (COVID-19) pandemic, in-person attendance at the Annual General Meeting by shareholders is not permitted, and therefore we urge you to vote in advance of the Annual General Meeting (see “Can I vote in person at the Annual General Meeting?”).
Your broker, bank or other nominee has enclosed directions for you to use in directing your broker, bank or other nominee how to vote your shares, which may contain instructions for voting by telephone or electronically. For certain agenda items, your broker may not be permitted to vote your shares without voting directions from you.
May I vote via the Internet, mail or telephone?
​
You may vote over the Internet or by completing a proxy card and mailing it in the return envelope provided. We encourage you to vote over the Internet because we can tabulate your vote faster than by mail.
There are separate Internet arrangements depending on whether you are a shareholder of record or a beneficial owner (holding your shares in “street name”).
•
If you are a shareholder of record, you may vote electronically through the Internet by following the instructions provided on the Notice. Telephone voting for record holders is not permitted.
​
•
If you are a beneficial owner and hold your shares in “street name,” you may need to contact your bank or broker to determine whether you will be able to vote by telephone or electronically through the Internet.
​
The Internet voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to give their voting instructions and to confirm that shareholders’ instructions have been recorded properly.
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Information About the Annual General Meeting and Voting
How do I vote by proxy given to the independent proxy if I am a record holder?
​
If you are a record holder, then you may appoint the independent proxy by voting over the Internet or by requesting a proxy card, completing it and mailing it in the return envelope provided. At our 2021 annual general meeting, on May 20, 2021, Homburger AG, a Swiss law firm, was elected by our shareholders as our independent proxy until the conclusion of the 2022 Annual General Meeting.
If you vote over the Internet or properly fill in your proxy card appointing the independent proxy as your proxy and send it in time to vote, the independent proxy will vote your shares as you have directed. If you do not make specific choices on the Internet voting website or your signed proxy card, then the independent proxy will vote your shares as recommended by the Board of Directors with regard to the items listed in the notice of meeting.
If new agenda items (other than those in the notice of meeting) or new proposals or motions with respect to the agenda items set forth in the notice of meeting are put before the Annual General Meeting, then by signing the proxy card, you direct the independent proxy, acting as your proxy and in the absence of instructions otherwise, to vote in accordance with the recommendation of the Board of Directors. At the time we began printing this proxy statement, we knew of no matters that needed to be acted on at the Annual General Meeting other than those discussed in this proxy statement. The independent proxy will not make statements, submit proposals or ask questions of the Board of Directors on behalf of shareholders.
In order to assure that your votes, as a record holder, are tabulated in time to be voted at the Annual General Meeting, you must complete your voting over the Internet or submit your proxy card so that it is received by 6:00 p.m. Central European Time (12:00 noon Eastern Time) on May 18, 2022.
How do I give voting instructions if I am a beneficial holder?
​
If you are a beneficial owner of shares, your broker will ask you how you want your shares to be voted. If you give the broker instructions, the broker will vote your shares as you direct. If your broker does not receive instructions from you about how your shares are to be voted, one of two things can happen, depending on the type of proposal. Pursuant to the rules of the NYSE, brokers have discretionary power to vote your shares with respect to “routine” matters but not on “non-routine” matters. For example, brokers holding shares beneficially owned by their clients do not have the ability to cast votes with respect to the election of directors or executive compensation proposals (whether advisory or binding) unless they have received instructions from the beneficial owner of the shares. It is therefore important that you provide instructions to your broker so that your shares
are voted with respect to any matter treated as non-routine by the NYSE. See “How are votes counted?” for more information.
In order to assure that your votes, as a beneficial holder, are tabulated in time to be voted at the Annual General Meeting, you must submit your voting instructions so that your broker will be able to vote by 11:59 p.m. Eastern Time on May 17, 2022.
May I revoke or change my vote?
​
Yes. If you change your mind after you vote, you may revoke or change your proxy by following the procedures described below.
•
For record holders wishing to change their proxy, vote again by following the instructions for Internet voting on the Notice, or send in a signed proxy card with a later date. The latest received proxy will be counted. Record holders may request a new proxy card from our transfer agent, Computershare Inc., by phone at +1 (877) 522-3752 (within the U.S.) or +1 (201) 680-6898 (outside the U.S.);
​
•
For record holders wishing to revoke their proxy, send a letter revoking your proxy directly to the independent proxy, Homburger AG, Attention: Dr. Claude Lambert, Prime Tower, Hardstrasse 201, CH-8005 Zurich, Switzerland; or
​
•
For beneficial owners, follow the voting instructions provided by your broker, bank or other nominee to change your proxy and the latest received vote will be counted; to revoke your proxy, contact your broker, bank or other nominee.
​
If you wish to revoke or change your proxy, you must do so in sufficient time to permit the necessary examination and tabulation of the subsequent proxy or revocation before the vote is taken.
Can I vote in person at the Annual General Meeting?
​
Due to the COVID-19 pandemic and in accordance with COVID-19 regulations issued by the Swiss government, shareholders will not be able or permitted to attend the Annual General Meeting in person. Therefore, you will not be able to vote in person at the Annual General Meeting. While participants necessary to conduct the Annual General Meeting in compliance with Swiss law will be present at the meeting location, shareholders may only exercise their voting rights by providing proxy voting instructions in advance of the Annual General Meeting. The independent proxy will vote in accordance with the instructions at the Annual General Meeting.
These measures are being taken pursuant to Swiss law and in the interest of the health and wellbeing of our shareholders, employees, participants at the Annual General Meeting and the general public, and due to uncertainties related to
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travel restrictions and other potential restrictions affecting the conduct of, or the participation in, the general meeting.
How many shares need to be present to hold the Annual General Meeting?
​
There is no quorum requirement under Swiss law.
Are Chubb shares subject to share blocking or re-registration?
​
No. Neither share blocking nor re-registration is required in order to vote Common Shares at the Annual General Meeting.
The Company does not impose trading restrictions as a condition of voting its Common Shares, does not require that its Common Shares be deposited with a custodian or sub-custodian in order to be voted and does not instruct any custodians or sub-custodians that may receive deposits of Common Shares for voting to block those shares. Common Shares that are beneficially held do not need to be re-registered into the name of the beneficial owners in order to vote.
Shareholders holding our Common Shares directly (i.e. not as beneficial holder via street name) and who are not yet registered as shareholders with voting rights in our share register operated by our transfer agent, Computershare Inc., must be properly registered in our share register in order to vote their shares directly. If you are a record holder and you received the Notice in the mail, then your shares are properly registered to vote, unless you sell your shares prior to May 6, 2022.
What vote is required to approve each agenda item?
​
The approval of each agenda item requires the affirmative vote of a majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, with the exception of Agenda Items 3, 9, 12, 13 and 14.
Agenda Item 3, the discharge of the Board of Directors, requires the affirmative vote of a majority of the votes cast at the Annual General Meeting, not counting the votes of any director, nominee or executive officer of the Company or any votes represented by the Company.
Agenda Item 9, the amendment to the Articles of Association relating to authorized share capital, requires the affirmative vote of two-thirds of the votes present at the Annual General Meeting.
Agenda Item 12, the U.S. say-on-pay vote, and Agenda Items 13 and 14, the shareholder proposals, are advisory and non-binding in nature. Therefore, there is no specific approval requirement. However, the Board of Directors will consider that the shareholders have approved executive compensation or a shareholder proposal, as applicable, on an advisory
basis if the respective agenda item receives the affirmative vote of a majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots.
How are votes counted?
​
For each agenda item, your vote may be cast “FOR” or “AGAINST”, or you may instead “ABSTAIN” ​(and, with respect to agenda items with sub-parts, you may cast your vote separately for each sub-part). Here is how to make sure your votes are counted:
•
If you are a record holder and sign your proxy card (including by electronic signature in the case of Internet voting) with no further instructions, then you direct the independent proxy to vote your shares in accordance with the recommendations of the Board.
​
•
If you are a beneficial owner, and your shares are held by a broker, then it is important that you provide instructions to your broker so that your vote with respect to non-routine agenda items is counted. If you sign your broker voting instruction card with no further instructions, then your shares will be voted in the broker’s discretion with respect to routine matters but will not be voted with respect to non-routine matters. For example, because we believe Agenda Item 3 (discharge of the Board of Directors), Agenda Item 5 (election of Directors), Agenda Item 6 (election of Chairman), Agenda Item 7 (election of Compensation Committee), Agenda Item 11 (Swiss director and Executive Management compensation), Agenda Item 12 (U.S. say-on-pay), and Agenda Items 13 and 14 (shareholder proposals) are considered non-routine matters, your vote on these agenda items will not be counted unless you provide your broker with voting instructions.
​
How will our directors, nominees and executive officers vote?
​
At the close of business on March 25, 2022, our directors, nominees and executive officers owned and were entitled to vote an aggregate of                          Common Shares, which represented approximately     % of our outstanding Common Shares. Each of our directors, nominees and executive officers have indicated their present intention to vote, or cause to be voted, their shares in favor of all of the agenda items at the Annual General Meeting, apart from Agenda Item 3, the discharge of the Board of Directors, where their vote will not be counted in accordance with Swiss law, and Agenda Items 13 and 14, the shareholder proposals, where they have indicated their present intention to vote, or cause their shares to be voted, against each of the shareholder proposals.
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What is the effect of broker non-votes and abstentions?
​
A broker non-vote occurs when a broker holding shares for a beneficial owner does not vote on a particular agenda item because the broker does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner.
Abstentions and broker non-votes will not be considered in the vote and will not have an impact on any of the agenda items being voted upon at the Annual General Meeting, with the exception of Agenda Item 9.
For purposes of Agenda Item 9 (authorized share capital), abstentions will have the effect of a vote “against” such agenda item because they will be counted as shares present but not “for” such agenda item.
What are the costs of soliciting these proxies and who will pay them?
​
The Company will pay all the costs of soliciting these proxies. Although we are mailing these proxy materials, our directors and employees may also solicit proxies by telephone, by fax or other electronic means of communication, or in person. We will reimburse brokers, banks and nominees and other fiduciaries for the expenses they incur in forwarding the proxy materials to you. Alliance Advisors, LLC is assisting us with the solicitation of proxies for a fee of $25,000 plus out-of-pocket expenses and fees for telephone and e-mail solicitation, if used.
Where can I find the voting results?
​
We will publish the voting results in a Form 8-K that we will file with the SEC by May 25, 2022. You will be able to find the Form 8-K on our website at investors.chubb.com/investor-relations/financials/sec-filings.
Do directors attend the Annual General Meeting?
​
While we do not have a formal policy regarding Board member attendance at annual general meetings of shareholders, we encourage each member of the Board of Directors to attend each annual general meeting of shareholders. All of our directors then in office and nominees attended our 2021 annual general meeting.
How can a shareholder, employee or other interested party communicate directly with the Board?
​
Our Board provides a process for shareholders, employees and other interested parties to send communications to the Board. If you want to contact the Board concerning accounting or auditing matters, then you may send an e-mail to the Chair of the Audit Committee at Chmnaudit@chubb.com. As to other matters, you may also contact:
•
the Board,
​
•
the non-management and independent directors,
​
•
the Chairman of the Board,
​
•
the Lead Director,
​
•
the Chair of any Board committee, or
​
•
any other director,
​
by sending an e-mail to LeadDirector@chubb.com. The Corporate Secretary also has access to these e-mail addresses. Alternatively, shareholders, employees and other interested parties may send written communications to the Board c/o Corporate Secretary, Chubb Limited, Bärengasse 32, CH-8001 Zurich, Switzerland, although mail to Switzerland is not as prompt as e-mail. Communication with the Board may be anonymous. The Corporate Secretary will forward anonymous communications to the Board to the Lead Director. Shareholders submitting recommendations for director candidates should use this address, and our Nominating & Governance Committee will evaluate such candidates by the same process and under the same criteria as for other candidates.
What is householding?
​
We may deliver only one copy of the Notice to shareholders residing at the same address, unless the shareholders have notified the Company of their desire to receive multiple copies. This is known as householding. Householding reduces the volume of duplicate information received at your household and helps us to reduce our costs.
The Company will promptly deliver, upon oral or written request, a separate copy of the Notice or any other proxy materials to any shareholder residing at an address to which only one copy of the Notice was mailed. You can obtain additional copies by contacting Investor Relations by telephone at +1 (212) 827-4445 or via e-mail at investorrelations@chubb.com.
Shareholders residing at the same address may request householding or revoke householding by contacting, for beneficial owners, their broker or bank, or, for record holders, our transfer agent Computershare by phone at +1 (877) 522-3752 (within the U.S.) or +1 (201) 680-6898 (outside the U.S.) or by mail at P.O. Box 505000, Louisville, Kentucky 40233-5000 USA.
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Organizational Matters Required by Swiss Law
​
Important Notice Regarding Admission to the Annual General Meeting
​
As described in “Can I vote in person at the Annual General Meeting?” above, due to the COVID-19 pandemic, the Swiss government has authorized Swiss companies to direct that shareholders may only exercise their rights by proxy and not in person. While participants necessary to conduct the Annual General Meeting in compliance with Swiss law will be present at the meeting location, in-person attendance by shareholders is not permitted. Shareholders may only exercise their rights by providing voting instructions in advance of the Annual General Meeting. The independent proxy will vote in accordance with the instructions at the Annual General Meeting.
Shareholders who are registered in the share register on March 25, 2022 will receive an individualized Notice of Internet Availability of Proxy Materials (which we refer to as the Notice) from our share registrar. Beneficial owners of shares will receive the Notice or proxy materials, as well as a voting instruction form, from their broker, bank, nominee or custodian acting as shareholder of record to indicate how they wish their shares to be voted.
Each share carries one vote. The exercise of the voting right is subject to the voting restrictions set out in our Articles of Association, a summary of which is contained in this section “Information About the Annual General Meeting and Voting.”
Beneficial owners of shares held in “street name” and shareholders of record with voting rights at the close of business on March 25, 2022 are entitled to vote at the Annual General Meeting, except that shareholders who, upon application, become registered as shareholders with respect to their shares in our share register after March 25, 2022 but on or before May 6, 2022 and wish to vote those shares at the Annual General Meeting (by way of the independent proxy) will need to obtain proxy materials by contacting Investor Relations by telephone at +1 (212) 827-4445 or via e-mail at investorrelations@chubb.com. Shareholders registered in our share register (as opposed to beneficial holders of shares held in “street name”) who have sold their shares prior to May 6, 2022 are not entitled to vote those shares at the Annual General Meeting.
Granting of proxy to the
independent proxy
​
If you are a shareholder of record, you have the right to grant your voting proxy directly to the independent proxy,
Homburger AG, Prime Tower, Hardstrasse 201, CH-8005 Zurich, Switzerland, in the sense of Article 689c of the Swiss Code of Obligations by completing, signing and submitting the corresponding proxy card (including electronically). For further information, refer to “How do I vote by proxy given to the independent proxy if I am a record holder?”.
Proxies granted to the independent proxy must be received no later than 6:00 p.m. Central European Time (12:00 noon Eastern Time) on May 18, 2022.
By signing the proxy card (including electronically) and if no other instructions are given, the shareholder instructs the independent proxy to vote in accordance with the position of the Board of Directors as to each agenda item. If a new agenda item or a new proposal for an existing agenda item is put before the Annual General Meeting and no other instructions are given, the shareholder instructs the independent proxy to vote in accordance with the position of the Board of Directors. In case a shareholder invalidates these general instructions and does not provide any other instructions, the independent proxy must abstain from voting on the shareholder’s behalf.
Annual Report of Chubb Limited
​
The Chubb Limited 2021 Annual Report containing the Company’s audited consolidated financial statements with accompanying notes and its audited statutory standalone financial statements prepared in accordance with Swiss law, the Company’s Swiss law compensation report, management report, the statutory auditor’s report, as well as additionally required Swiss disclosures, is available at http://www.envisionreports.com/CB or on the Company’s website in the Investor Relations section at investors.chubb.com/investor-relations/financials/​annual-reports. Copies of this document may be obtained without charge by contacting Chubb Limited Investor Relations by telephone at +1 (212) 827-4445 or via e-mail at investorrelations@chubb.com. Copies may also be physically inspected at the offices of Chubb Limited, Bärengasse 32, CH-8001 Zurich, Switzerland.
Publication of invitation in Switzerland
​
In accordance with Swiss law and our Articles of Association, the formal and authoritative invitation to the Annual General Meeting will be published at least 20 days prior to the meeting in the Swiss Official Commercial Gazette.
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Shareholder Submitted Agenda Items for an Annual General Meeting
​
How do I submit a matter for inclusion in next year’s proxy material?
​
If you wish to submit a matter to be considered for inclusion in the proxy material for the 2023 annual general meeting, please send it to the Corporate Secretary, Chubb Limited, Bärengasse 32, CH-8001 Zurich, Switzerland.
Under the SEC’s rules, proposed agenda items must be received no later than December 7, 2022 and otherwise comply with the SEC requirements under Rule 14a-8 of the Securities Exchange Act of 1934 to be eligible for inclusion in the Company’s 2023 annual general meeting proxy statement.
How do I submit an additional item for the agenda at an annual general meeting?
​
In addition to the SEC rules for inclusion of shareholder proposals in a company’s proxy material, under Swiss law, one or more shareholders of record owning registered shares with an aggregate nominal value of CHF 1,000,000 or more (41,408 shares, as of March 25, 2022) can ask that an item be put on the agenda of a shareholders’ meeting. The request must be made at least 45 days prior to the shareholders meeting. Any such requests should be sent to the Corporate Secretary, Chubb Limited, Bärengasse 32, CH-8001 Zurich, Switzerland.
However, any such requests received after December 7, 2022 or not otherwise compliant with the SEC requirements for shareholder proposals may not be eligible for inclusion in the proxy material for the 2023 annual general meeting.
New proposals or motions with regard to existing agenda items generally are not subject to the restrictions noted above and can be made at the meeting by each shareholder attending or represented.
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Non-GAAP Financial Measures
In presenting our results for purposes of our compensation determinations, in this proxy statement we included and discussed certain non-GAAP financial measures. The below non-GAAP financial measures, which may be defined differently by other companies, are important for an understanding of our overall results of operations and financial condition. However, they should not be viewed as a substitute for measures determined in accordance with U.S. generally accepted accounting principles (GAAP).
Core operating income, net of tax, excludes from net income the after-tax impact of adjusted net realized gains (losses) and the amortization of fair value adjustment of acquired invested assets and long-term debt related to the Chubb Corp acquisition. We believe this presentation enhances the understanding of our results of operations by highlighting the underlying profitability of our insurance business. We exclude adjusted net realized gains (losses) because the amount of these gains (losses) are heavily influenced by, and fluctuate in part according to the availability of market opportunities. We exclude the amortization of the fair value adjustments related to purchased invested assets and long-term debt due to the size and complexity of this acquisition. References to core operating income measures mean net of tax, whether or not noted.
The following table presents the reconciliation of Net income to Core operating income:
(in millions of U.S. dollars, except share and per share data)
​ ​
Full Year
2021
 ​ ​
Full Year
2020
 ​ ​
%
Change
 ​
Net income, as reported ​ ​
$8,539
​ ​
$3,533
​ ​
141.7%
​
Amortization of fair value adjustment of acquired invested assets and long-term debt, pre-tax ​ ​
(64)
​ ​
(95)
​ ​ ​ ​
Tax benefit on amortization adjustment
​ ​
11
​ ​
17
​ ​ ​ ​
Adjusted realized gains (losses), pre-tax1 ​ ​
1,160
​ ​
(499)
​ ​ ​ ​
Net realized gains (losses) related to unconsolidated entities, pre-tax2 ​ ​
2,134
​ ​
821
​ ​ ​ ​
Tax expense on adjusted net realized gains (losses)
​ ​
(271)
​ ​
(24)
​ ​ ​ ​
Core operating income ​ ​
$5,569
​ ​
$3,313
​ ​
68.1%
​
Denominator
​ ​
443,197,278
​ ​
453,441,512
​ ​ ​ ​
Diluted earnings per share ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Net income ​ ​
$19.27
​ ​
$7.79
​ ​
147.4%
​
Amortization of fair value adjustment of acquired invested assets and long-term debt, net of tax ​ ​
(0.12)
​ ​
(0.17)
​ ​ ​ ​
Adjusted net realized gains (losses), net of tax ​ ​
6.83
​ ​
0.65
​ ​ ​ ​
Core operating income ​ ​
$12.56
​ ​
$7.31
​ ​
71.8%
​
​
​
1
Excludes realized gains (losses) on crop derivatives of $(8) million and $1 million for 2021 and 2020, respectively.
​
2
Realized gains (losses) on partially-owned entities, which are investments where we hold more than an insignificant percentage of the investee’s shares. The net income or loss is included in other income (expense).
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Core operating return on equity (ROE) and Core operating return on tangible equity (ROTE) are annualized non-GAAP financial measures. The numerator includes core operating income, net of tax. The denominator includes the average shareholders’ equity for the period adjusted to exclude unrealized gains (losses) on investments, net of tax. For the ROTE calculation, the denominator is also adjusted to exclude goodwill and other intangible assets, net of tax. These measures enhance the understanding of the return on shareholders’ equity by highlighting the underlying profitability relative to shareholders’ equity and tangible equity excluding the effect of unrealized gains and losses on our investments that are heavily influenced by available market opportunities. We believe ROTE is meaningful because it measures the performance of our operations without the impact of goodwill and other intangible assets. Annualized core operating ROE and core operating ROTE adjusted for the impact of mark-to-market gains on private equity investments of $2.05 billion after tax added 3.7 percentage points and 5.6 percentage points, respectively, resulting in an adjusted return on equity of 13.6% and an adjusted return on tangible equity of 20.9% for 2021. The Company believes that inclusion of this impact is meaningful only for comparison to peer companies that include this metric within core operating income.
(in millions of U.S. dollars, except ratios)
​ ​
Full Year
2021
 ​ ​
Full Year
2020
 ​
Net income ​ ​
$8,539
​ ​
$3,533
​
Core operating income ​ ​
$5,569
​ ​
$3,313
​
Equity-beginning of period, as reported ​ ​
$59,441
​ ​
$55,259
​
Less: unrealized gains (losses) on investments, net of deferred tax ​ ​
4,673
​ ​
2,543
​
Equity-beginning of period, as adjusted ​ ​
$54,768
​ ​
$52,716
​
Less: goodwill and other intangible assets, net of tax ​ ​
19,916
​ ​
20,012
​
Equity — beginning of period, as adjusted, excluding goodwill and other intangible assets ​ ​
$34,852
​ ​
$32,704
​
Equity-end of period, as reported ​ ​
$59,714
​ ​
$59,441
​
Less: unrealized gains (losses) on investments, net of deferred tax ​ ​
2,256
​ ​
4,673
​
Equity-end of period, as adjusted ​ ​
$57,458
​ ​
$54,768
​
Less: goodwill and other intangible assets, net of tax ​ ​
19,456
​ ​
19,916
​
Equity — end of period, as adjusted, excluding goodwill and other intangible assets ​ ​
$38,002
​ ​
$34,852
​
Weighted average equity, as reported ​ ​
$59,578
​ ​
$57,350
​
Weighted average equity, as adjusted ​ ​
$56,113
​ ​
$53,742
​
Weighted average equity, as adjusted, excluding goodwill and other intangible assets ​ ​
$36,427
​ ​
$33,778
​
ROE ​ ​
14.3%
​ ​
6.2%
​
Core operating ROTE ​ ​
15.3%
​ ​
9.8%
​
Core operating ROE ​ ​
9.9%
​ ​
6.2%
​
Private equities realized gains (losses), after-tax1 ​ ​
$2,053
​ ​ ​ ​
Impact of Private equities if included in Core operating ROE — Favorable1 ​ ​
3.7 pts
​ ​ ​ ​
Impact of Private equities if included in Core operating ROTE — Favorable1 ​ ​
5.6 pts
​ ​ ​ ​
​
​
1
We record the change in the fair value mark and gains (losses) on sales of private equity funds as realized gains (losses) instead of investment income.
​
Combined ratio, a U.S. GAAP measure, and P&C combined ratio each measure the underwriting profitability of our property & casualty business. We exclude the Life Insurance segment from combined ratio and P&C combined ratio as we do not use these measures to monitor or manage that segment. The P&C combined ratio includes the impact of realized gains and losses on crop derivatives. These derivatives were purchased to provide economic benefit, in a manner similar to reinsurance protection, in the event that a significant decline in commodity pricing will impact underwriting results. We view gains and losses on these derivatives as part of the results of our underwriting operations.
Current accident year (CAY) P&C combined ratio excluding catastrophe losses excludes catastrophe losses (CATs) and prior period development (PPD) from the P&C combined ratio. We exclude CATs as they are not predictable as to timing and amount and PPD as these unexpected loss developments on historical reserves are not indicative of our current underwriting performance. The combined ratio numerator is adjusted to exclude CATs, net premiums earned adjustments on PPD, prior period expense adjustments and reinstatement premiums on PPD, and the denominator is adjusted to exclude net premiums earned adjustments on PPD and reinstatement premiums on CATs and PPD. In periods where there are adjustments on loss sensitive
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policies, these adjustments are excluded from PPD and net premiums earned when calculating the ratios. We believe this measure provides a better evaluation of our underwriting performance and enhances the understanding of the trends in our P&C business that may be obscured by these items. This measure is commonly reported among our peer companies and allows for a better comparison.
The following table presents the reconciliation of combined ratio to P&C combined ratio, and the reconciliation of P&C combined ratio to CAY P&C combined ratio ex CATs:
​ ​ ​
Full Year
2021
 ​ ​
Full Year
2020
 ​
Combined ratio ​ ​
89.1%
​ ​
96.1%
​
Add: impact of gains and losses on crop derivatives ​ ​
0.0%
​ ​
0.0%
​
P&C combined ratio ​ ​
89.1%
​ ​
96.1%
​
Less: Catastrophe losses ​ ​
7.1%
​ ​
10.6%
​
Less: Prior period development ​ ​
(2.8)%
​ ​
(1.2)%
​
CAY P&C combined ratio excluding CATs ​ ​
84.8%
​ ​
86.7%
​
Adjusted net investment income is net investment income excluding the amortization of the fair value adjustment on acquired invested assets from the acquisition of Chubb Corp. and including investment income from partially owned investment companies (private equity partnerships) where our ownership interest is in excess of three percent that are accounted for under the equity method. We believe this measure is meaningful as it highlights the underlying performance of our invested assets and portfolio management in support of our lines of business.
The following table presents a reconciliation of net investment income to adjusted net investment income:
(in millions of U.S. dollars)
​ ​
Full Year
2021
 ​ ​
Full Year
2020
 ​
Net investment income ​ ​
$3,456
​ ​
$3,375
​
Less: Amortization expense of fair value adjustment on acquired invested assets ​ ​
(84)
​ ​
(116)
​
Add: Other income from private equity partnerships ​ ​
179
​ ​
115
​
Adjusted net investment income ​ ​
$3,719
​ ​
$3,606
​
​
Book value per common share is shareholders’ equity divided by the shares outstanding. Tangible book value per common share is shareholders’ equity less goodwill and other intangible assets, net of tax, divided by the shares outstanding. We believe that goodwill and other intangible assets are not indicative of our underlying insurance results or trends and make book value comparisons to less acquisitive peer companies less meaningful.
The following table provides a reconciliation of book value per share to tangible book value per common share:
(in millions of U.S. dollars, except
share and per share data) 		​ ​
December 31,
2021
 ​ ​
December 31,
2020
 ​ ​
% Change
 ​
Shareholders’ equity ​ ​
$59,714
​ ​
$59,441
​ ​ ​ ​
Less: goodwill and other
intangible assets, net of tax
​ ​
19,456
​ ​
19,916
​ ​ ​ ​
Numerator for tangible book value per share ​ ​
$40,258
​ ​
$39,525
​ ​ ​ ​
Denominator: shares outstanding ​ ​
426,572,612
​ ​
450,732,625
​ ​ ​ ​
Book value per common share ​ ​
$139.99
​ ​
$131.88
​ ​
6.1%
​
Tangible book value per common share ​ ​
$94.38
​ ​
$87.69
​ ​
7.6%
​
​
​
130
​ ​
Chubb Limited 2022 Proxy Statement
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Your vote matters – here’s how to vote!You may vote online instead of mailing this card.Votes submitted electronically must be received by 12:00 p.m. Eastern Time (6:00 p.m. Central European Time) on May 18, 2022OnlineGo to www.envisionreports.com/CBor scan the QR code — login details are located in the shaded bar below. Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Save paper, time and money! Sign up for electronic delivery at www.envisionreports.com/CB T IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. TCHUBB LIMITED — THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSThe undersigned hereby appoints Homburger AG as independent proxy, and hereby authorizes it to represent and to vote, as directed below, all the Common Shares of Chubb Limited that the undersigned is entitled to vote at the Annual General Meeting to be held at 2:45 p.m. Central European Time on May 19, 2022 at the Company’s offices at Bärengasse 32, CH-8001 Zurich, Switzerland. This proxy, when properly executed, will be voted as the undersigned directs herein. If no specific instructions are given herein, the undersigned hereby instructs the independent proxy to vote “FOR” each of Agenda Items 1-12 (including each subpart thereof) and “AGAINST” each of Agenda Items 13 and 14. If a new agenda item or a new proposal for an existing agenda item is put before the Annual General Meeting and no specific instructions are given herein, the undersigned hereby instructs the independent proxy to vote in accordance with the position of the Board of Directors. In order to assure that your votes are tabulated in time to be voted at the Annual General Meeting, you must submit your proxy card so that it is received by 6:00 p.m. Central European Time (12:00 p.m. Eastern Time) on May 18, 2022. 1. Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ForAgainst Abstain 3. Discharge of the Board of Directors ForAgainst Abstain ended December 31, 20214. Election of Auditors 2.Allocation of disposable profit and distribution of a dividend from reserves2.1Allocation of disposable profit2.2Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve)5.Election of the Board of DirectorsForAgainst Abstain 4.1Election of PricewaterhouseCoopers AG (Zurich) as our statutory auditor4.2Ratification of appointment of PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting4.3Election of BDO AG (Zurich) as special audit firmForAgainst AbstainForAgainst Abstain For Against Abstain 5.1 - Evan G.Greenberg5.5 - Sheila P. Burke5.9 - Theodore E. Shasta 5.2 - Michael P. Connors5.6 - MaryCirillo5.10 - David H.Sidwell 5.3 - Michael G. Atieh5.7 - Robert J. Hugin5.11 - OlivierSteimer 5.4 - KathyBonanno5.8 - Robert W. Scully5.12- LuisTéllez 5.13- Frances F.Townsend 03LF8C 1 U P X * Please see reverse side for additional proposals and required signature+
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Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/CB T IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. T Proposals (continued from reverse side)6.Election of Evan G. Greenberg as Chairman of the Board of Directors7.Election of the Compensation Committee of the Board of DirectorsForAgainst Abstain ForAgainst Abstain ForAgainst Abstain 11.Approval of the maximum compensation of the Board of Directors and Executive Management11.1Compensation of the Board of Directors until the next ForAgainst Abstain+ 7.1- Michael P. Connors7.3 - Frances F.Townsend8. Election of Homburger AG as independent proxy 7.2- MaryCirillo For Against Abstain annual general meeting11.2 Compensation of Executive Management for the next calendar year12.Advisory vote to approve executive compensation under U.S. securities law requirements13.Shareholder proposal regarding a policy restricting 9.Amendment to the Articles of Association relating to authorized share capital for general purposes10.Reduction of share capitalIf a new agenda item or a new proposal for an existing agenda item is put before the meeting, I/we hereby authorize and instruct the independent proxy to vote as follows: underwriting of new fossil fuel supplies14. Shareholder proposal regarding a report on greenhouse gas emissionsIn accordance with the position ofthe Board of Directors Against new items and proposals Abstain Change of Address — Please print new address below.Comments — Please print your comments below. Please sign exactly as name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If acorporation, please sign in full corporate name by President or other authorized officer. If a partnership or limited liability company, please sign in partnership or limited liability company name by authorized person. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box.Signature 2 — Please keep signature within the box. +