DEF 14A of Travelers Companies, Inc.
Filed Apr 7, 2026 · FY20250000086312-26-000103
Director Nominees
Director Nominees
Director Nominees
| | Russell G. Golden INDEPENDENT Chairman of Financial Accounting Standards Board (retired) Committees: Audit (Chair), Executive, Risk Director Since: 2023 | | Todd C. Schermerhorn INDEPENDENT Senior Vice President and Chief Financial Officer of C. R. Bard, Inc. (retired) Lead Director Committees: Audit, Executive, Risk (Chair) Director Since: 2016 | | | Thomas B. Leonardi INDEPENDENT Executive Vice President of American International Group, Inc. and Vice Chairman of AIG Life Holdings, Inc. (retired) Committees: Compensation, Executive, Investment and Capital Markets, Nominating and Governance (Chair) Director Since: 2021 | | Alan D. Schnitzer Chairman and Chief Executive Officer of Travelers Committees: Executive (Chair) Director Since: 2015 | | | Clarence Otis Jr. INDEPENDENT Chairman and Chief Executive Officer of Darden Restaurants, Inc. (retired) Committees: Compensation (Chair), Executive, Investment and Capital Markets, Nominating and Governance Director Since: 2017 | | Bridget van Kralingen INDEPENDENT Senior Partner, Motive Partners Committees: Audit, Risk Director Since: 2022 | | | Elizabeth E. Robinson INDEPENDENT Global Treasurer of The Goldman Sachs Group, Inc. (retired) Committees: Compensation, Executive, Investment and Capital Markets (Chair), Nominating and Governance Director Since: 2020 | | David S. Williams INDEPENDENT Principal, Deloitte LLP (retired) Committees: Audit, Risk Director Since: 2024 |
Director Nominees
| 2 | The Travelers Companies, Inc. | 2026 Proxy Statement |
Director Nominees
SUMMARY The nominees represent a broad range of expertise, experience, viewpoints and backgrounds, as well as a mix of tenure of service on the Board. For a discussion of the specific considerations with respect to these nominees, see “Director Nominations—Specific Considerations Regarding the 2026 Nominees” on page 18.
Director Nominees
| Corporate Governance Highlights |
Director Nominees
The Board of Directors (the “Board”) of The Travelers Companies, Inc. (the “Company”) is committed to high standards of corporate governance. Highlights include:
Director Nominees
| Board Composition and Accountability | •All committees other than the Executive Committee are comprised solely of independent directors •Engaged independent Lead Director •Regular executive sessions of independent directors | •Active risk oversight •Director education on matters relevant to the Company, its business plan and risk profile •Annual Board evaluations | | Shareholder Rights | •Annually elected directors •Majority voting standard for director elections •Single voting class | •Proxy access •No poison pill | | Board Compensation | •Robust director stock ownership guidelines •Non-employee directors currently receive more than 50% of their annual board and committee compensation in the form of deferred stock units that are not distributed until at least six months following termination of a director’s service | •Biennial review to assess the appropriateness of the Director Compensation Program |
Director Nominees
| 2026 Proxy Statement | The Travelers Companies, Inc. | 3 |
Director Nominees
SUMMARY
Director Nominees
| ITEM 2 | Ratification of Independent Registered Public Accounting Firm | | Your Board recommends a vote FOR this Item. | | | | | See Page 29 |
Director Nominees
| ITEM 3 | Non-Binding Vote to Approve Executive Compensation | | Your Board recommends a vote FOR this Item. | | | | | See Page 31 |
Director Nominees
| Executive Compensation Highlights |
Director Nominees
With our pay-for-performance philosophy and compensation objectives as our guiding principles, we deliver annual executive compensation through the following elements:
Director Nominees
| | Element | | CEO Compensation Mix | Other NEOs | | FIXED | Base Salary Page 44 | •Base salaries are appropriately aligned with Compensation Comparison Group. | 5% | 11% | | PERFORMANCE- BASED CASH | Annual Cash Bonus Page 45 | •The Compensation Committee evaluates a broad range of financial and non-financial metrics in awarding performance-based incentives. •Core return on equity is a principal factor in the Committee’s evaluation of the Company’s performance. The Committee also considers other metrics, including core income and core income per diluted share, and the metrics that contribute to those results. | 32% | 49% | | PERFORMANCE- BASED EQUITY | Long-Term Stock Incentives Page 52 | •Annual awards of stock-based compensation are typically in the form of stock options and performance shares. Because our performance shares only vest if specified performance thresholds are met, and because stock options provide value only if our stock price appreciates, the Compensation Committee believes that such compensation is all performance-based. •The mix of long-term incentives for the CEO and other named executive officers is 60% performance shares and 40% stock options, based on the grant date value of the awards. | 63% | 40% |
Director Nominees
| 4 | The Travelers Companies, Inc. | 2026 Proxy Statement |
Director Nominees
SUMMARY The Compensation Committee has adopted the following practices, among others:
Director Nominees
| What We DO | What We DON’T Do | | Provide for a cap on the maximum cash bonus opportunity for all of our named executive officers Maintain a robust share ownership requirement Maintain clawback policies giving us the ability to recover incentive awards from our executive officers Prohibit hedging transactions as specified in our securities trading policy Prohibit pledging shares without the consent of the Company (no pledges have been made) Engage in extensive outreach and maintain a regular dialogue with shareholders relating to the Company’s governance, compensation and sustainability practices Engage an independent consultant that works directly for the Compensation Committee and does not work for management | No excise tax “gross-up” payments in the event of a change in control No tax “gross-up” payments on perquisites for named executive officers No repricing of stock options and no buy-out of underwater options No excessive or unusual perquisites No dividends or dividend equivalents paid on unvested performance shares No above-market returns provided for in deferred compensation plans No guaranteed equity awards or bonuses for named executive officers |
Director Nominees
| ITEM 4 | Amendment to The Travelers Companies, Inc. Amended and Restated 2023 Stock Incentive Plan | | Your Board recommends a vote FOR this Item. | | | | | See Page 75 |
Director Nominees
| •The Amendment would increase the number of shares authorized for issuance under our Amended and Restated 2023 Stock Incentive Plan (the “2023 Stock Incentive Plan”) by 5,000,000 shares. We currently expect that the additional shares we are seeking will cover our equity compensation program needs for at least three years, based on our historical grant practices and the recent market price of our stock. •The 2023 Stock Incentive Plan is a key element supporting our pay-for-performance compensation philosophy. Equity-based incentive compensation aligns the interests of our employees and our non-employee directors with those of our shareholders and reinforces a long-term perspective. •Our average share usage rate over the last three years was less than 0.70%, and the potential dilution resulting from issuance of the requested shares, shares available for grant and shares subject to outstanding awards would be 7.55%. |
Director Nominees
| ITEMS 5-6 | Shareholder Proposals | | Your Board recommends a vote AGAINST these Items. | | | | | See Pages 83–93 |
Director Nominees
| 2026 Proxy Statement | The Travelers Companies, Inc. | 5 |
Director Nominees
SHAREHOLDER ENGAGEMENT AND BOARD RESPONSIVENESS
Nominees for Election of Directors
Nominees for Election of Directors
Nominees for Election of Directors
| | Russell G. Golden INDEPENDENT | | | | | | BACKGROUND Mr. Golden, age 55, served as Chairman of the Financial Accounting Standards Board (“FASB”) from 2013 until his retirement in 2020. Mr. Golden joined the FASB in 2004 and served as Chair of its Emerging Issues Task Force from 2007 to 2010. Prior to joining the FASB, from 1992 to 2003, Mr. Golden served in various roles at Deloitte & Touche LLP, including as a partner. Mr. Golden currently serves as the Chairman of the PricewaterhouseCoopers Assurance Quality Advisory Committee and is a member of the faculty of the W.P. Carey School of Business at Arizona State University. NOMINATION CONSIDERATIONS The Board and the Nominating and Governance Committee considered in particular Mr. Golden’s experience as a leader of the U.S. accounting standards setting organization, experience as an audit partner of a registered public accounting firm and his significant experience and expertise in financial reporting, auditing, audit quality and sustainability disclosure. | | Director Since: 2023 Committees: Audit (Chair), Executive, Risk | |
Nominees for Election of Directors
| | Thomas B. Leonardi INDEPENDENT | | | | | | BACKGROUND Mr. Leonardi, age 72, served as Executive Vice President of American International Group, Inc., a global insurance and finance company, and Vice Chairman of AIG Life Holdings, Inc. (now known as Corebridge Financial) from November 2017 until his retirement in May 2020, where he was responsible for Government Affairs, Public Policy, Communications and Sustainability. From January 2015 to October 2017, he was a Senior Advisor to Evercore Inc., a global investment banking advisory firm. Previously, Mr. Leonardi was Commissioner of the Connecticut Insurance Department from February 2011 to December 2014. For 22 years prior to his appointment as Commissioner, he was Chairman and Chief Executive Officer of Northington Partners Inc., a venture capital and investment banking firm. Before Northington, he was head of the investment banking and venture capital divisions of Conning & Company and President of Beneficial Corporation’s insurance subsidiaries. He began his career as a litigation attorney in Connecticut. OTHER BOARD SERVICE Mr. Leonardi is a director of Athene Co-Invest Reinsurance Affiliate, Ltd. 1A and Athene Co-Invest Reinsurance Affiliate, Ltd. 2A. NOMINATION CONSIDERATIONS The Board and the Nominating and Governance Committee considered in particular Mr. Leonardi’s experience as an insurance commissioner and his significant experience and expertise in management, investments, finance, mergers and acquisitions and the insurance industry. | | Director Since: 2021 Committees: Compensation, Executive, Investment and Capital Markets, Nominating and Governance (Chair) | |
Nominees for Election of Directors
| 8 | The Travelers Companies, Inc. | 2026 Proxy Statement |
Nominees for Election of Directors
CORPORATE GOVERNANCE
Nominees for Election of Directors
| | Clarence Otis Jr. INDEPENDENT | | | | | | BACKGROUND Mr. Otis, age 69, served as Chairman and Chief Executive Officer of Darden Restaurants, Inc., the largest company-owned and operated full-service restaurant company in the world. He became Darden’s Chief Executive Officer in 2004, assumed the additional role of Chairman in 2005 and served in both capacities until his retirement in 2014. Mr. Otis joined Darden Restaurants, Inc. in 1995 and served in various roles with Darden, including Vice President and Treasurer, and Senior Vice President and Chief Financial Officer. OTHER BOARD SERVICE Mr. Otis is a director of Verizon Communications, Inc., VF Corporation and MFS Mutual Funds. NOMINATION CONSIDERATIONS The Board and the Nominating and Governance Committee considered in particular Mr. Otis’s experience as a public company CEO and his significant experience and expertise in operations, financial oversight and risk management. | | Director Since: 2017 Committees: Compensation (Chair), Executive, Investment and Capital Markets, Nominating and Governance | |
Nominees for Election of Directors
| | Elizabeth E. Robinson INDEPENDENT | | | | | | BACKGROUND Ms. Robinson, age 57, served as Global Treasurer, Partner and Managing Director of The Goldman Sachs Group, Inc., the global financial services company, from 2005 to 2015. Prior to that, she served in various roles within Corporate Treasury of The Goldman Sachs Group, Inc., including Americas Treasurer and Managing Director, and in the Financial Institutions Group within the Investment Banking Division of Goldman Sachs. OTHER BOARD SERVICE Ms. Robinson is a director of The Bank of New York Mellon Corporation and BNY Mellon Government Securities Services Corp. Ms. Robinson is also a Trustee of Every Mother Counts, St. Luke’s University Health Network and Blair Academy. NOMINATION CONSIDERATIONS The Board and the Nominating and Governance Committee considered in particular Ms. Robinson’s experience as treasurer of a large global financial institution, a position she held during the 2008 financial crisis, her significant experience in managing a financial services company through challenging financial conditions and her expertise in finance, risk management, capital management and strategic transactions. | | Director Since: 2020 Committees: Compensation, Executive, Investment and Capital Markets (Chair), Nominating and Governance | |
Nominees for Election of Directors
| | Todd C. Schermerhorn INDEPENDENT | | | | | | BACKGROUND Mr. Schermerhorn, age 65, served as Senior Vice President and Chief Financial Officer of C. R. Bard, Inc., a multinational developer, manufacturer and marketer of life-enhancing medical technologies, from 2003 until his retirement in 2012. Prior to that, he had been Vice President and Treasurer of C. R. Bard from 1998 to 2003. From 1985 to 1998, Mr. Schermerhorn held various other management positions with C. R. Bard. OTHER BOARD SERVICE Mr. Schermerhorn is a director of Metabolon, Inc. and LivaNova PLC. NOMINATION CONSIDERATIONS The Board and the Nominating and Governance Committee considered in particular Mr. Schermerhorn’s experience as a public company Chief Financial Officer and his significant experience and expertise in management, accounting and business operations, including international operations. | | Lead Director Director Since: 2016 Committees: Audit, Executive, Risk (Chair) | |
Nominees for Election of Directors
| 2026 Proxy Statement | The Travelers Companies, Inc. | 9 |
Nominees for Election of Directors
CORPORATE GOVERNANCE
Nominees for Election of Directors
| | Alan D. Schnitzer | | | | | | BACKGROUND Mr. Schnitzer, age 60, is Chairman and Chief Executive Officer of Travelers. He was previously the Company’s Vice Chairman and Chief Executive Officer, Business and International Insurance from July 2014 to December 2015. He joined Travelers as Vice Chairman and Chief Legal Officer in April 2007, and between that time and July 2014 he held operating and functional positions of increasing responsibility. Prior to joining the Company, he was a partner at Simpson Thacher & Bartlett LLP. OTHER BOARD SERVICE Mr. Schnitzer serves as a trustee of the University of Pennsylvania and Memorial Sloan Kettering Cancer Center, and as a director of New York City Ballet and the Business Roundtable. NOMINATION CONSIDERATIONS The Board and the Nominating and Governance Committee considered in particular Mr. Schnitzer’s position as Chief Executive Officer of the Company and his significant experience in the management of the Company in various roles, including as Chief Executive Officer of Business and International Insurance, the Company’s largest business segment, as well as his significant experience and expertise in management, finance and law. | | Chairman of the Board Director Since: 2015 Committees: Executive (Chair) | |
Nominees for Election of Directors
| | Bridget van Kralingen INDEPENDENT | | | | | | BACKGROUND Ms. van Kralingen, age 62, is a Senior Partner at Motive Partners, a private investment firm focused on technology-enabled financial and business services companies, where she leads the firm’s data, analytics, and AI thesis, chairs portfolio performance and value creation, and is a member of the executive and investment committees. Prior to joining Motive Partners in 2022, Ms. van Kralingen served as Senior Vice President of International Business Machines Corporation (“IBM”), the multinational technology company. Ms. van Kralingen joined IBM in 2004 and held a number of positions of increasing responsibility, including Senior Vice President, Global Markets & Sales, Senior Vice President, Global Industries, Clients, Platforms and Blockchain, Senior Vice President, Global Business Services, General Manager, IBM North America and General Manager, Global Business Services in Europe, Middle East and Africa. Prior to that, Ms. van Kralingen served as Managing Partner, US Financial Services with Deloitte Consulting. OTHER BOARD SERVICE Ms. van Kralingen is a director of Discovery Limited, Schrodinger, Inc. and Teradyne, Inc. and a board member of the New York Historical Society and IEX Group, Inc. Ms. van Kralingen was a director of Royal Bank of Canada until April 2024. NOMINATION CONSIDERATIONS The Board and the Nominating and Governance Committee considered in particular Ms. van Kralingen’s experience as an executive of a global technology and services company and her significant experience and expertise in information technology services, international operations and global sales and business development. | | Director Since: 2022 Committees: Audit, Risk | |
Nominees for Election of Directors
| | David S. Williams INDEPENDENT | | | | | | BACKGROUND Mr. Williams, age 63, served as a Principal and Lead Relationship Partner with Deloitte LLP before retiring in 2024. Mr. Williams joined Deloitte in 2002 and previously served as Managing Principal – Public Policy, Government Relations and Corporate Citizenship from 2015 to 2017. Mr. Williams served as Chairman and Chief Executive Officer of Deloitte Financial Advisory Services LLP from 2008 to 2015 and as Chairman and Chief Executive Officer of Deloitte Transactions and Business Analytics LLP from 2011 to 2015. He was a client service partner from 2002 to 2008 and served as a member of Deloitte’s U.S. Board of Directors from 2005 to 2008, including on its Governance, Compensation and Succession Committees. Prior to joining Deloitte, Mr. Williams served in various roles with PricewaterhouseCoopers from 1985 to 2002. OTHER BOARD SERVICE Mr. Williams is a board member of The Pew Charitable Trusts. NOMINATION CONSIDERATIONS The Board and the Nominating and Governance Committee considered in particular Mr. Williams’ experience as Chief Executive Officer of a financial advisory services business and his significant experience and expertise in accounting, strategic planning and risk management. | | Director Since: 2024 Committees: Audit, Risk | |
Nominees for Election of Directors
| 10 | The Travelers Companies, Inc. | 2026 Proxy Statement |
Nominees for Election of Directors
CORPORATE GOVERNANCE
Non-Employee Director Compensation
Non-Employee Director Compensation The Nominating and Governance Committee of the Board recommends to the full Board for approval the amount and composition of Board compensation for non- employee directors. Directors who are our employees are not compensated for their service on the Board. In accordance with the Company’s Governance Guidelines, the Nominating and Governance Committee reviews the significance and appropriateness of each of the components of the Director Compensation Program at least once every two years. The Compensation Committee’s independent compensation consultant, FW Cook, advises the Nominating and Governance Committee with respect to director compensation. The objectives of the Nominating and Governance Committee are to compensate directors in a manner that closely aligns the interests of directors with those of our shareholders, to attract and retain highly qualified directors and to structure and set total compensation in such a manner and at such levels that will not call into question any director’s objectivity. The Committee works with its independent compensation consultant to ensure that its compensation program is consistent with current market practices. It is the Board’s practice to provide a mix of cash and equity-based compensation to non- employee directors, as discussed below.
Non-Employee Director Compensation
| Elements of Non-Employee Director Compensation |
Non-Employee Director Compensation
| | Element | | Timing | | CASH | | | | | | Annual Retainer | Each non-employee director receives an annual retainer of $150,000. | Annual retainers and committee chair fees are paid in quarterly installments, in arrears at the end of each quarter, either: (1) in cash or (2) if the director so elects, in common stock units credited to his or her deferred compensation account (discussed under “Director Deferral Plan” below) and distributed at a later date designated by the director. | | ADDITIONAL FEES | | | | | | Committee Chair Fees and Lead Director Retainer | The chairs of certain committees are paid additional fees in cash in connection with their services as follows: •Audit Committee - $35,000 •Compensation Committee - $30,000 •Nominating and Governance Committee - $25,000 •Investment and Capital Markets Committee - $25,000 •Risk Committee - $35,000 The Lead Director is paid an additional $75,000 annual cash retainer. | | | EQUITY | | | | | | Annual Deferred Stock Award | Under the Director Compensation Program, during 2025, each non-employee director nominated for re-election to the Board was awarded $195,000 in deferred stock units. The deferred stock units were granted under our 2023 Stock Incentive Plan and vest in full one day prior to the date of the annual shareholder meeting occurring in the year following the year of the date of grant so long as the non-employee director continuously serves on the Board through that date. The value of deferred stock units rises or falls as the price of our common stock fluctuates in the market. Dividend equivalents (in an amount equal to the dividends paid on shares of our common stock) on the deferred stock units are deemed “reinvested” in additional deferred stock units. Directors are subject to a stock ownership target as described under “Director Stock Ownership” below. In May 2025, the Director Compensation Program was amended to increase the value of the annual deferred stock award to non-employee directors to $210,000 beginning with the 2026 award. | The accumulated deferred stock units, including associated dividend equivalents, in a director’s account are distributed in the form of shares of our common stock either in a lump sum or in annual installments, at the director’s election, beginning at least six months following termination of his or her service as a director. |
Non-Employee Director Compensation
| 2026 Proxy Statement | The Travelers Companies, Inc. | 27 |
Non-Employee Director Compensation
CORPORATE GOVERNANCE
Non-Employee Director Compensation
| Director Deferral Plan |
Non-Employee Director Compensation
In addition to receiving the annual deferred stock award in the form of deferred stock units, non-employee directors may elect to have all or any portion of their annual retainer and any lead director or committee chair fees paid in cash or deferred through our Deferred Compensation Plan for Non-Employee Directors. Deferrals of the annual retainer and any lead director or committee chair fees are notionally “invested” in common stock units. Any director who elects to have any of his or her fees credited to his or her deferred compensation plan account as common stock units will be deemed to have purchased shares on the date the fees would otherwise have been paid in cash, based on the closing market price of our common stock on such date. The value of common stock units rises or falls as the price of our common stock fluctuates in the market. In addition, dividend equivalents (in an amount equal to the dividends paid on shares of our common stock) on the units are deemed “reinvested” in additional common stock units. The accumulated common stock units, including associated dividend equivalents, in a director’s account are distributed in the form of shares of our common stock on pre-designated dates. Shares of common stock issued in payment of the deferred fees are awarded under our 2023 Stock Incentive Plan.
Non-Employee Director Compensation
| Director Stock Ownership |
Non-Employee Director Compensation
The Board believes its non-employee directors should accumulate and retain a level of ownership of our equity securities to align the interests of the non-employee directors and the shareholders. Accordingly, the Board has established an ownership target for each non- employee director equal to four times the director’s most recent annual deferred stock award. Each new director is expected to meet or exceed this target within four years of his or her initial election to the Board, except that, if the annual deferred stock award for any of those four years is less than the most recent previous annual deferred stock award, the director is expected to meet or exceed the higher target within five years of his or her initial election to the Board. All of our current non-employee directors have achieved stock ownership levels in excess of the target amount or have joined the board within the last five years and are expected to meet the target within the required time period. Non-employee directors currently receive more than 50% of their annual board and committee compensation in the form of deferred stock units. The shares underlying these units are not distributed to a director until at least six months after the director leaves the Board. Accordingly, all of our non-employee directors hold equity interests that they cannot sell for so long as they serve on the Board and at least six months afterwards.
Non-Employee Director Compensation
| 28 | The Travelers Companies, Inc. | 2026 Proxy Statement |
Non-Employee Director Compensation
CORPORATE GOVERNANCE
Non-Employee Director Compensation
| Director Compensation for 2025 |
Non-Employee Director Compensation
The 2025 compensation of non-employee directors is displayed in the table below.
Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation ($) | Total ($) | | Russell G. Golden | 165,495 | 195,004 | — | 360,499 | | William J. Kane(3) | 66,319 | — | — | 66,319 | | Thomas B. Leonardi | 169,148 | 195,004 | — | 364,152 | | Clarence Otis Jr. | 174,148 | 195,004 | — | 369,152 | | Elizabeth E. Robinson | 169,148 | 195,004 | — | 364,152 | | Rafael Santana | 144,148 | 195,004 | — | 339,152 | | Todd C. Schermerhorn | 244,396 | 195,004 | — | 439,400 | | Laurie J. Thomsen | 144,148 | 195,004 | — | 339,152 | | Bridget van Kralingen | 144,148 | 195,004 | — | 339,152 | | David S. Williams | 144,148 | 195,004 | — | 339,152 |
Non-Employee Director Compensation
(1)The fees earned for non-employee directors consist of an annual retainer along with committee chair fees and a lead director annual retainer, to the extent applicable. In May 2025, the annual retainer increased to $150,000 and the lead director annual retainer increased to $75,000. All of the non-employee directors, other than Ms. Robinson and Mr. Golden, received all of their fees in cash. Ms. Robinson and Mr. Golden elected to receive the 2025 annual retainer and committee chair fees, as applicable, in the form of common stock units, which will be accumulated in their deferred compensation plan account and distributed, together with associated dividend equivalents, at a later date (Ms. Robinson — 614 common stock units and Mr. Golden — 599 common stock units). The table above does not include a value for dividend equivalents attributable to the common stock units received in lieu of cash fees because they are earned at the same rate as the dividends on the Company’s common stock and are not preferential. (2)The dollar amounts represent the grant date fair value of deferred stock units granted in 2025, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC Topic 718”), without taking into account estimated forfeitures, based on the closing market price on the NYSE of our common stock on the grant date. The dividend equivalents attributable to the annual deferred stock unit awards are deemed “reinvested” in additional deferred stock units and are distributed, together with the underlying deferred stock units, in the form of shares of our common stock beginning at least six months following termination of service as a director. In accordance with the SEC’s rules, dividend equivalents on stock awards are not required to be reported because the amounts of future dividends are factored into the grant date fair value of the awards. For a discussion of annual deferred stock awards, see “Elements of Non-Employee Director Compensation –— Annual Deferred Stock Award” above. On February 4, 2025, each non-employee director nominated for re-election to the Board at that time was granted 799 deferred stock units (determined by dividing $195,000 by the closing market price on the NYSE of our common stock of $244.06 on February 4, 2025). Each award is subject to forfeiture if a director leaves the Board before May 19, 2026 (the day prior to the Annual Meeting). The following table provides information with respect to aggregate holdings of common stock units and unvested and vested deferred stock units beneficially owned by our non-employee directors at December 31, 2025. The amounts below include dividend equivalents credited (in the form of additional common stock units or deferred stock units, respectively) on common stock units and deferred stock units.
Non-Employee Director Compensation
| Name | Unvested Deferred Stock Units (#) | Common Stock Units and Vested Deferred Stock Units (#) | | Russell G. Golden | 811 | 3,719 | | Thomas B. Leonardi | 811 | 4,293 | | Clarence Otis Jr. | 811 | 15,685 | | Elizabeth E. Robinson | 811 | 10,645 | | Rafael Santana | 811 | 3,081 | | Todd C. Schermerhorn | 811 | 12,725 | | Laurie J. Thomsen | 811 | 60,395 | | Bridget van Kralingen | 811 | 3,081 | | David S. Williams | 811 | 937 |
Non-Employee Director Compensation
(3)Mr. Kane retired from the Company’s Board of Directors effective May 21, 2025, the date of our 2025 annual meeting of shareholders, and the fees earned in 2025 consist of the pro-rated portion of the annual retainer and committee chair fees, as applicable, for the period through such date.
Non-Employee Director Compensation
| 2026 Proxy Statement | The Travelers Companies, Inc. | 29 |
Non-Employee Director Compensation
AUDIT COMMITTEE MATTERS
Non-Employee Director Compensation
| ITEM 2 | Ratification of Independent Registered Public Accounting Firm | | Your Board recommends you vote FOR the ratification of KPMG LLP as our independent registered public accounting firm for 2026. |
Non-Employee Director Compensation
The Audit Committee is responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements. The Audit Committee has selected KPMG LLP (“KPMG”) to serve as our independent registered public accounting firm for 2026. Although ratification is not required by our bylaws or otherwise, the Board is submitting the selection of KPMG to our shareholders for ratification because we value our shareholders’ views on the Company’s independent registered public accounting firm. If our shareholders fail to ratify the selection, it will be considered notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our shareholders. Travelers Property Casualty Corp. (“TPC”) and The St. Paul Companies, Inc. (“The St. Paul”) merged in 2004 (the “Merger”) to form the Company. KPMG has continuously served as the independent registered public accounting firm of TPC since 1994. KPMG had continuously served as the independent registered public accounting firm of The St. Paul and its subsidiaries from 1968 through the time of the Merger, when TPC was deemed the acquirer for accounting purposes. As part of the evaluation of its independent registered public accounting firm, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm. In addition, in conjunction with the mandated rotation of the independent registered public accounting firm’s lead audit partner, the Audit Committee and the Audit Committee Chairman are directly involved in the selection of KPMG’s lead audit partner. The Audit Committee and the Board of Directors believe that the continued retention of KPMG to serve as the Company’s independent registered public accounting firm is in the best interests of the Company and its shareholders. Representatives of KPMG are expected to be present at the Annual Meeting. They also will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.
2025 Performance-Based Compensation
| | Element | Chief Executive Officer | Other Named Executive Officers | | PERFORMANCE- BASED CASH | Annual Bonus | •Mr. Schnitzer’s annual cash bonus increased from $7 million to $9 million year-over-year. | •The annual cash bonus for Messrs. Frey and Kess increased by an average of 22% compared to the prior year. •The annual cash bonus for Messrs. Klein and Toczydlowski increased by an average of 24% compared to the prior year. | | PERFORMANCE- BASED EQUITY | | | | | | Long- Term Incentives | •Mr. Schnitzer was granted an annual equity award of $18.05 million, an increase from $15.25 million last year. | •Consistent with the prior year, Messrs. Frey and Kess were granted an annual equity award set at 3 times base salary. •Consistent with the prior year, Messrs. Toczydlowski and Klein were granted an annual equity award set at 4 times base salary. |
Successful Execution of Our Long-Term Strategy
Successful Execution of Our Long-Term Strategy Recognizing that any strategy to deliver leading return on equity over time requires a strategy to grow over time, shortly after Mr. Schnitzer was appointed Chief Executive Officer in 2015, he and the leadership team laid out a strategy to achieve profitable growth in the context of the forces of change they identified as impacting the industry — namely, changing consumer expectations, emerging technology trends, more sophisticated data and analytics and evolving distribution models. Core to this strategy was executing on an ambitious innovation agenda to leverage those forces of change. As those forces of change have evolved since then, we have methodically, iteratively and deliberately evolved this strategy. Our successful execution of this strategy through various economic and market conditions has created a virtuous cycle, one in which the combination of well-conceived and executed strategic initiatives, an effective capital management strategy and a thoughtful investment strategy, contribute to attractive returns and growth in adjusted book value per share. The charts below illustrate this strategy at work and its compounding, multi-year benefit.
Successful Execution of Our Long-Term Strategy
| SIGNIFICANT NET WRITTEN PREMIUM GROWTH | IMPROVED UNDERLYING PROFITABILITY(1)(2) | | IMPROVED EXPENSE RATIO | HIGHER UNDERLYING UNDERWRITING INCOME (AFTER-TAX)(2) | | HIGHER CASH FLOW FROM OPERATIONS | HIGHER INVESTED ASSETS(3) |
Achieved Superior Total Return to Shareholders Over Time
EXECUTIVE COMPENSATION While the objectives and structure of our compensation program have been stable over time, compensation levels vary from year-to-year and correlate with our results. The following chart illustrates the directional relationship between total direct compensation (consisting of paid salary, cash bonus and the grant date value of long-term incentives as reflected in the Supplemental Table on page 62) for the Chief Executive Officer and the Company’s performance, as reflected by core return on equity (“ROE”)). As explained under “—Objectives of Our Executive Compensation Program” below, the Compensation Committee believes that the effective management of catastrophes can only be evaluated over a longer period of time and that compensation levels should encourage a long-term perspective. The Compensation Committee takes into account the level of catastrophe losses — both over the longer-term and short-term — when determining the overall size of annual cash bonuses and long-term equity awards but believes that compensation levels should reflect but not be as volatile from year-to-year as changes in financial results due to catastrophe losses. This approach ensures that executives are appropriately accountable for managing the Company’s catastrophe losses, but are not unduly rewarded, or disadvantaged, based on the level of catastrophe losses in a given year.
CEO TOTAL DIRECT COMPENSATION AND CORE ROE
| Objective | | | Link compensation to the achievement of our short- and long-term financial and strategic objectives | The Compensation Committee believes that a properly structured compensation system should measure and reward performance on multiple bases. To ensure an appropriate degree of balance in the program, the compensation system is designed to measure short- and long-term financial and operating performance, the efficiency with which capital is employed in the business, the effective management of risk, the achievement of strategic initiatives and the individual performance of each executive. The Compensation Committee further believes that the most senior executives, who are responsible for the development and execution of our strategic and financial plans, should have the largest portion of their compensation tied to performance- based incentives, including stock-based compensation, the ultimate value of which is dependent on the performance of our stock price over time and on our three-year core return on equity. Accordingly, the proportion of total compensation that is performance-based increases with successively higher levels of responsibility. In addition, in evaluating the Company’s overall performance, the Compensation Committee considers that our business is subject to year-to-year volatility outside of management’s control, including natural and man-made catastrophic events. The Compensation Committee believes that, because the impact of catastrophes in any given year can produce significant volatility, the effective management of catastrophes can only be evaluated over a longer period of time. As a result, although the Compensation Committee believes that the impact of catastrophes on the Company’s financial results should be reflected in its executive compensation decisions, the Compensation Committee does not believe it is appropriate for compensation levels to be subject to as much volatility year-to-year as may be caused by actual catastrophes. | | Provide competitive compensation opportunities to attract, retain and motivate high- performing executive talent | Our overall compensation levels are designed to attract and retain the best executives in light of the competition for executive talent. We recognize that to continue to produce industry-leading results over time, we need to continuously cultivate that talent. We do so with competitive compensation programs that are designed to attract, motivate and retain our best people, development programs that foster personal and professional growth, and a focus on diversity and inclusion as a business imperative. In addition, the Compensation Committee believes that, when we generally exceed our performance goals and the named executive officers individually perform at superior levels in achieving that performance, total compensation for these executive officers should be set at superior levels compared to the compensation levels for equivalent positions in our Compensation Comparison Group. When we do not generally exceed our performance goals or the named executive officers individually do not perform at superior levels, total compensation for these executives should be set at lower levels. The Compensation Committee may also consider other relevant facts and circumstances in awarding compensation in order to attract, retain and motivate high-performing talent. |
CEO TOTAL DIRECT COMPENSATION AND CORE ROE
| Objective | | | Align the interests of management and shareholders by paying a substantial portion of total compensation in stock-based incentives and ensuring that executives accumulate meaningful stock ownership stakes over their tenure | The Compensation Committee believes that the interests of executives and shareholders should be aligned. Accordingly, a significant portion of the total compensation for the named executive officers is in the form of stock-based compensation. The components of the annual stock-based compensation granted to the named executive officers in 2026 and in prior year were stock options and performance shares. Stock options provide value only if our stock appreciates, and performance shares vest only if a specified performance threshold is met. In addition, as discussed below, senior executives are expected to achieve specified stock ownership targets. Both the portion of total compensation attributable to stock-based programs and the expected level of executive stock ownership increase with successively higher levels of responsibility. | | Maximize, to the extent equitable and practicable, the financial efficiency of the overall compensation program | As part of the process of approving the initial design of incentive plans, or any subsequent modifications made to such plans, and determining awards under the plans, the Compensation Committee evaluates the aggregate economic costs and dilutive impact to shareholders of such compensation, the expected tax and accounting treatment and the impact on our financial results. The Compensation Committee attempts to balance the various financial implications of each program to ensure that the system is as efficient as possible and that unnecessary costs are avoided. | | Reflect established and evolving corporate governance standards | The Compensation Committee, with the assistance of our Human Resources Department and the Compensation Committee’s independent compensation consultant, stays abreast of current and developing corporate governance standards and trends with respect to executive compensation and adjusts the various elements of our executive compensation program, from time to time, as it deems appropriate. |
CEO TOTAL DIRECT COMPENSATION AND CORE ROE
| What We DO | What We DON’T Do | | Provide for a cap on the maximum cash bonus opportunity for all of our named executive officers Maintain a robust share ownership requirement Maintain clawback policies giving us the ability to recover incentive awards from our executive officers Prohibit hedging transactions as specified in our securities trading policy Prohibit pledging shares without the consent of the Company (no pledges have been made) Engage in extensive outreach and maintain a regular dialogue with shareholders relating to the Company’s governance, compensation and sustainability practices Engage an independent consultant that works directly for the Compensation Committee and does not work for management | No excise tax “gross-up” payments in the event of a change in control No tax “gross-up” payments on perquisites for named executive officers No repricing of stock options and no buy-out of underwater options No excessive or unusual perquisites No dividends or dividend equivalents paid on unvested performance shares No above-market returns provided for in deferred compensation plans No guaranteed equity awards or bonuses for named executive officers |
CEO
| 5% Base Salary | 32% Annual Cash Bonus | 38% Performance Shares | 25% Stock Options | | Performance-Based Pay 95% | | | |
OTHER NEO AVERAGE
| 11% Base Salary | 49% Annual Cash Bonus | 24% Performance Shares | 16% Stock Options | | Performance-Based Pay 89% | | | |
OTHER NEO AVERAGE
| CASH-BASED COMPENSATION | STOCK-BASED COMPENSATION | | The Compensation Committee has determined that it is appropriate for the allocation of compensation between performance-based annual cash bonus and stock-based long-term incentives to be somewhat more heavily weighted towards cash bonus as compared to our Compensation Comparison Group. The Compensation Committee believes that this allocation is appropriate in light of the fact that a higher percentage of the named executive officers’ total compensation (and total direct compensation) is performance-based as compared to the peer average and peer median of the Compensation Comparison Group. In particular, unlike a number of other companies in our Compensation Comparison Group that grant time-vesting restricted stock, annual equity awards made to the named executive officers are typically all performance-based. | Annual awards of stock-based compensation are typically in the form of performance shares and stock options. Because our performance shares only vest if specified performance thresholds are met, and because stock options provide value only if our stock price appreciates, the Compensation Committee believes that such compensation is all performance-based; that is, the compensation awarded annually to our Chief Executive Officer and other named executive officers generally does not include awards that are earned solely due to the passage of time without regard to performance. |
TRAVELERS CEO
| 5% Base Salary | 32% Annual Cash Bonus | 38% Performance Shares | 25% Stock Options | | Performance-Based Pay 95% | | | |
PEER CEO AVERAGE
| 6% Base Salary | 11% Restricted Stock | 27% Bonus | 46% Performance Shares/units | 10% Stock Options | | Performance-Based Pay 83% | | | | |
PEER CEO AVERAGE
(1)Pay mix of total direct compensation for the 2025 performance year as reported in the Supplemental Table on page 62. (2)Peer Average CEO Pay Mix reflects the pay mix of total direct compensation for our Compensation Comparison Group for their 2024 performance year (the most recent year for which data was publicly available) and was calculated by the Compensation Committee’s independent compensation consultant. As part of that calculation, the independent compensation consultant annualized special non- recurring long-term incentive grants (for example, new hire, retention and promotion awards) to reflect an estimate of “per year” value when appropriate. We also provide benefits and modest perquisites. In addition, from time to time, the Compensation Committee may make special cash or equity awards to one or more of our named executive officers. No special cash or equity awards were made to our named executive officers for the 2025 performance year.
Annual Cash Bonus
Annual Cash Bonus The named executive officers are eligible to earn performance-based annual cash bonuses. The annual bonuses are based on the performance of the Company as a whole, taking into consideration performance against predetermined metrics as approved by the Board at the beginning of the year, as well as the individual performance of each executive. The annual cash bonuses are designed to further our goals described under “—Objectives of Our Executive Compensation Program”, including motivating and promoting the achievement of our short- and long-term financial and strategic objectives.
Annual Cash Bonus
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Annual Cash Bonus
EXECUTIVE COMPENSATION
Annual Cash Bonus
| METRICS The Compensation Committee evaluates a broad range of financial and non-financial metrics in awarding performance- based incentives each year. The Compensation Committee believes that a formulaic approach to the determination of performance-based compensation could result in unintended consequences and is not an appropriate substitute for the Compensation Committee’s informed and thorough deliberation and the application of its reasoned business judgment. The Compensation Committee believes that there is no substitute for understanding the Company’s results and how those results were achieved. The application of a formulaic approach could be particularly damaging in the property and casualty industry, where prudent risk management and long-term thinking are critically important, and where the impact of executive decisions are only evident over longer periods of time. The Compensation Committee believes that its current approach allows it to appropriately assess the quality of performance results and ensures that executives are not unduly rewarded, or disadvantaged, based purely on the application of a mechanical formula. CORE RETURN ON EQUITY Core return on equity is a principal factor in the Compensation Committee’s evaluation of the Company’s performance. The Compensation Committee believes that core return on equity should not be viewed as a single metric. Rather, by being a function of both core income and shareholders’ equity (excluding unrealized gains and losses on investments), core return on equity is a function of both the Company’s income statement which reflects the Company’s top- and bottom-line performance for the periods presented, and balance sheet, which reflects the Company’s financial position at a point in time and includes the Company’s cumulative performance over time and the execution of its business and capital management strategies. When evaluating core return on equity, the Compensation Committee considers: •the Company’s cost of equity; •recent and historical trends with respect to interest rates; •recent and historical trends with respect to core return on equity for the Company; •recent and historical trends with respect to return on equity for the domestic property and casualty insurance industry, including the industry peers included in the Compensation Comparison Group; and •the significantly lower level of volatility with respect to the Company’s return on equity relative to the average volatility of the industry peers included in the Compensation Comparison Group. ADDITIONAL METRICS The Compensation Committee also evaluates the Company’s performance with respect to a wide range of other financial metrics included in the financial plan approved by the Board prior to the beginning of the year, including: •Core income and core income per diluted share, and the metrics that contribute to those results, such as: •earned premiums; •investment income; •insurance losses; and •expense and capital management. In light of the Company’s objective to create shareholder value by generating significant earnings and taking a balanced approach to capital management, the Compensation Committee also reviews per share growth in book value and adjusted book value over time. However, because (1) book value can be volatile due to, among other things, the impact of changing interest rates on the fair value of the Company’s fixed-income investment portfolio, and (2) the Company’s capital management strategy also emphasizes returning excess capital to shareholders, the Compensation Committee does not set a specific target for per share growth in book value or adjusted book value. In evaluating performance against the metrics, however, the Compensation Committee does not use a formula or pre- determined weighting, and no one metric is individually material other than core return on equity and core income. | | | | Link To Strategy Senior executives, as well as other employees with management responsibility, are encouraged to focus on multiple performance objectives that are important for creating shareholder value, including the quality and profitability of our underwriting and investment decisions, the pricing of our policies, the effectiveness of our claims management and the efficacy of our capital and risk management. In addition, senior executives are encouraged to focus on executing the Company’s ambitious innovation agenda to position the Company for continued success. |
Annual Cash Bonus
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Annual Cash Bonus
EXECUTIVE COMPENSATION
Factors Considered in Awarding 2025 Bonuses
Factors Considered in Awarding 2025 Bonuses In determining the actual annual bonuses awarded, the Compensation Committee considered a number of factors, including: We delivered outstanding results, including record core income, underlying underwriting income, net income per diluted share, cash flow from operations, net written premiums and core return on equity. For the full year, core income increased 26% to $6.3 billion and underlying underwriting income increased more than 23% from last year’s then record level to $5.5 billion; We generated record net written premiums of $44.4 billion through the successful execution of our marketplace strategies; We delivered a very strong consolidated expense ratio of 28.5%, due to our deliberate strategy to optimize operating leverage; Our continued successful execution of our long-term strategy to “transform” Travelers into the insurance company of the future through our ambitious innovation agenda. Our technology investments and effective workflow enhancements have enabled us to do more with less. Our improved productivity and efficiency have allowed us to meaningfully increase the amount we spend on technology and direct significantly more of our technology dollars to strategic technology initiatives, including industry-leading artificial intelligence capabilities, while carefully managing growth in routine but necessary technology expenditures; The successful execution of the Company’s long-term strategic plan for continued success in light of the forces of change the Company has identified as impacting the industry, as described under “— Successful Execution of our Long-Term Strategy”; The consolidated, business segment and/or investment results relative to the various financial measures set forth in our 2025 business plan that was established and approved by the Board at the end of 2024; Our success in leveraging thought leadership to advance the Company’s broader strategic priorities and long-term goals, including through our engagement within our industry and communities; Our successful execution of our comprehensive human capital management strategies; Our performance relative to the companies in our Compensation Comparison Group and other companies in the property and casualty insurance industry, with a particular emphasis on core return on equity; Compensation market practices as reflected by the Compensation Comparison Group in the most recent publicly available data; The performance of the executive; The tenure and compensation history of the executive; and The demonstration of leadership and teamwork and a commitment to a culture of collaboration. In connection with Mr. Schnitzer’s compensation for the 2025 performance year, the Compensation Committee also considered Mr. Schnitzer’s effective leadership this past year and over the past ten years, and the successful development and execution over the past ten years of the Company’s strategic plan for continued success in light of the forces of change impacting the industry. Over the past ten years, the Company has: grown its premium base by nearly 80%, from about $25 billion to more than $44 billion; increased its underlying underwriting income by more than 300%, from $1.3 billion to $5.5 billion; more than doubled its operating cash flow, from $4.5 billion to more than $10.6 billion; increased the size of its investment portfolio by more than 50%, from approximately $70 billion to more than $106 billion; and delivered return on equity that has been, on average, more than 1,000 basis points over the 10-year treasury, and at industry-low volatility. The Compensation Committee also considered Mr. Schnitzer’s continued leadership role in the property and casualty insurance industry and the broader corporate community, including his service as the Chair of the Corporate Governance Committee of the Business Roundtable (BRT). The Compensation Committee generally weighs financial performance measures, particularly core return on equity and core income, and comparable compensation information more heavily than other factors. In particular, when assessing results, the Compensation Committee considers the Company’s overall financial performance relative to prior years’ performance, the financial plan, the performance of industry peers and, in the case of core return on equity, the Company’s cost of equity and the risk-free rate. The achievement of, or inability to achieve, any particular financial or operational measure in a given year neither guarantees, nor precludes, the payment of an award, but is considered by the Compensation Committee as one of several factors among the other factors noted above and any additional information available to it at the time, including market conditions in general. The Compensation Committee does not use a formula or assign any particular relative weighting to any performance measure. As discussed under “— Annual Cash Bonus — Metrics” on page 46, the Compensation Committee believes that a
Factors Considered in Awarding 2025 Bonuses
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Factors Considered in Awarding 2025 Bonuses
EXECUTIVE COMPENSATION formulaic approach to compensation is not appropriate in the property and casualty insurance industry and is not an appropriate substitute for the Compensation Committee’s informed and thorough deliberation and the application of its reasoned business judgment as it would not allow the Compensation Committee to assess the quality of the performance results and could result in negative unintended consequences. For example, a formulaic bonus plan tied to revenue growth (a common metric used in formulaic bonus plans) could create an incentive for management to relax underwriting or investment standards to increase revenue and reported profit on a short-term basis, thereby driving higher short- term bonuses, but creating excessive risk for shareholders over the longer term. This is of particular concern in the property and casualty insurance industry due to the fact that the “cost of goods sold” (that is, the amount of insured losses) is not known at the time of sale and develops over time — in some cases over many years. Based in part on investor feedback, the Compensation Committee has implemented a maximum cash bonus opportunity for our Chief Executive Officer of $10 million and a maximum cash bonus opportunity for the other named executive officers of five times their base salaries. 2025 Financial Metrics,
Amount of 2025 Annual Cash Bonuses
Amount of 2025 Annual Cash Bonuses At its February 2026 meeting, the Compensation Committee considered the factors described above and the successful execution over many years of the Company’s long-term strategic plan as discussed above under “—Successful Execution of Our Long-Term Strategy”. In particular, the Compensation Committee considered the Company’s exceptional 2025 performance, including record net written premiums, underwriting income, net and core income, return on equity and cash flow from operations, with each of our three business segments contributing to these exceptional results. Significantly, these results were driven by the fundamental, underlying strength of the Company’s business and strong execution, rather than any unusually favorable conditions or isolated factors, including favorable weather. Specifically, record underlying underwriting income along with net favorable prior year reserve development and strong net investment income, more than offset a record level of catastrophe losses, driven by the California wildfires. The Compensation Committee also considered the substantial contributions made by the named executive officers in achieving these strong financial and operating results and that our named executive officers individually performed at superior levels. In addition, the Compensation Committee considered relevant compensation information for our Compensation Comparison Group, each individual executive’s experience and skill set and other relevant factors.
Amount of 2025 Annual Cash Bonuses
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Amount of 2025 Annual Cash Bonuses
EXECUTIVE COMPENSATION In connection with Mr. Schnitzer’s compensation for the 2025 performance year, the Compensation Committee also considered Mr. Schnitzer’s effective leadership this past year and over the past ten years, and the successful development and execution over the past ten years of the Company’s strategic plan for continued success in light of the forces of change impacting the industry. Over the past ten years, the Company has: •grown its premium base by nearly 80%, from about $25 billion to more than $44 billion; •increased its underlying underwriting income by more than 300%, from $1.3 billion to $5.5 billion; •more than doubled its operating cash flow, from $4.5 billion to more than $10.6 billion; •increased the size of its investment portfolio by more than 50%, from approximately $70 billion to more than $106 billion; and •delivered return on equity that has been, on average, more than 1,000 basis points over the 10-year treasury, and at industry-low volatility. Based in part on these factors, the Compensation Committee made the compensation decisions described below.
Amount of 2025 Annual Cash Bonuses
| | Annual cash bonus | Change in annual cash bonus compared to 2024 | | Mr. Schnitzer | $9.0 million | Increased by 29%. | | Mr. Frey | $3.3 million | Increased by 22%. | | Mr. Kess | $4.3 million | | | Mr. Toczydlowski | $4.2 million | Increased by 24%. | | Mr. Klein | $3.6 million | |
Amount of 2025 Annual Cash Bonuses
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Amount of 2025 Annual Cash Bonuses
EXECUTIVE COMPENSATION
Long-Term Stock Incentives
Long-Term Stock Incentives The Compensation Committee believes that the interests of executives and shareholders should be closely aligned. Accordingly, a significant portion of the total compensation for the named executive officers is in the form of stock-based long-term incentive awards.
Long-Term Stock Incentives
| METRICS In determining the size of the total long-term incentive opportunity, the Compensation Committee considers a number of factors, including the factors applied with regard to the determination of the annual cash bonus award. Once the performance share award has been granted, the number of shares that a named executive officer will receive upon vesting, if any, depends on the Company’s attainment of specific targets. These targets, which are described on page 55, are specified at the time the awards are granted and, unlike the practice of most companies, disclosed in advance to shareholders to enable a full evaluation of the rigor of our performance goals and how the performance schedule compares to our cost of equity. In addition, starting with the grants of performance shares made in 2025, the vesting of performance shares are subject to a relative total shareholder return modifier that can cause actual vesting to be 20 percentage points higher or lower, subject to an overall maximum payout of 200 percent. The value provided by the stock options is determined solely on the appreciation of the stock price subsequent to the grant of the award. | Link To Strategy Long-term stock-based incentives ensure that our executive officers have a continuing stake in our long-term success and manage the business with a long-term, risk-adjusted perspective. In addition, senior executives are encouraged to focus on executing the Company’s ambitious innovation agenda to position the Company for continued success. |
Guidelines for the Allocation of Annual Equity Grants
Guidelines for the Allocation of Annual Equity Grants The Compensation Committee, with advice from its independent compensation consultant, has developed guidelines for the allocation of annual grants of equity compensation between performance shares and stock options. Under the guidelines, the mix of long-term incentives for the named executive officers, based on the grant date value of the awards, is approximately:
Guidelines for the Allocation of Annual Equity Grants
| These allocations are intended to result in a mix of annual long-term incentives that is sufficiently performance-based and will result in: •a large component of total compensation being tied to the achievement of specific, multi-year operating performance objectives and changes in shareholder value; and •an appropriate portion being tied solely to changes in shareholder value. |
Guidelines for the Allocation of Annual Equity Grants
The mix of annual long-term incentive compensation reflects the Compensation Committee’s judgment as to the appropriate balance of these incentives to achieve its objectives. While the aggregate grant date values of equity awards granted to the named executive officers consider both individual and Company performance, the mix of equity incentives awarded annually is fixed and generally does not vary from year-to-year. For a description of the equity awards granted in 2025, refer to “—Grants of Plan-Based Awards in 2025” on page 65.
Guidelines for the Allocation of Annual Equity Grants
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Guidelines for the Allocation of Annual Equity Grants
EXECUTIVE COMPENSATION
Annual Equity Grants
Annual Equity Grants At its February 2026 meeting, the Compensation Committee determined to grant the named executive officers’ stock- based long-term incentive awards as described in the chart below. In making that determination, the Compensation Committee recognized that all of the named executive officers individually performed at superior levels and contributed substantially to our outstanding 2025 operating and financial results. Significantly, these results were driven by the fundamental, underlying strength of our business and strong execution, rather than any unusually favorable conditions or isolated factors, including favorable weather. Specifically, record underlying underwriting income along with net favorable prior year reserve development and strong net investment income, more than offset a record level of catastrophe losses, driven by the California wildfires. The Compensation Committee also considered that a higher percentage of the named executive officers’ total compensation (and total direct compensation) is performance-based as compared to the peer average and peer median of the Compensation Comparison Group. In connection with the grant to Mr. Schnitzer, the Compensation Committee also considered the Company’s performance over the past ten years as discussed under “Factors Considered in Awarding 2025 Bonuses”.
Annual Equity Grants
| | Stock-based long-term incentive award grant date value | Change in grant date value compared to awards granted in 2025 | | Mr. Schnitzer | $18.05 million | Increased by $2.8 million. | | Messrs. Frey and Kess | 3 times base salary | Consistent with the prior year. | | Messrs. Toczydlowski and Klein | 4 times base salary | Consistent with the prior year. |
Annual Equity Grants
These equity awards approved for the named executive officers at the February 2026 meeting will be reflected in the “Summary Compensation Table” in our Proxy Statement for our 2027 annual meeting. At its February 2025 meeting, the Compensation Committee determined to grant the named executive officers’ stock- based long-term incentive awards as described in the chart below. In making that determination, the Compensation Committee recognized that all of the named executive officers individually performed at superior levels and contributed substantially to our excellent 2024 operating and financial results. The Compensation Committee also considered that a higher percentage of the named executive officers’ total compensation (and total direct compensation) is performance- based as compared to the peer average and peer median of the Compensation Comparison Group.
Annual Equity Grants
| | Stock-based long-term incentive award grant date value | Change in grant date value compared to awards granted in 2024 | | Mr. Schnitzer | $15.25 million | Increased by $1.25 million. | | Messrs. Frey and Kess | 3 times base salary | Consistent with the prior year. | | Messrs. Toczydlowski and Klein | 4 times base salary | Consistent with the prior year. |
Annual Equity Grants
These equity awards approved for the named executive officers at the February 2025 meeting are reflected in the “Summary Compensation Table” on page 63. Consistent with our historical practice, 60% of the stock-based long-term incentive awards were granted in the form of performance shares and 40% of the stock-based long-term incentive awards were granted in the form of stock options in each of 2026 and 2025. The ultimate value of stock-based long-term incentive awards at the time of vesting or, in the case of stock options, exercise may be greater than or less than the grant date value, depending upon our operating performance and changes in the value of our stock price. The grant date fair values of long-term incentive awards are computed in accordance with the accounting standards described in footnote (1) to the “Summary Compensation Table” on page 63.
Performance Shares
Performance Shares Under our program for granting performance shares, we may grant performance shares to certain of our employees who hold positions of vice president (or its equivalent) or above, including the named executive officers. These awards provide the recipient with the right to receive a variable number of shares of our common stock based upon our attainment of specified performance goals. The performance goals for performance share awards granted in 2026 and 2025 are based upon our attaining various adjusted returns on equity over three-year performance periods commencing January 1, 2026 and ending December 31, 2028, and commencing January 1, 2025 and ending December 31, 2027, respectively (in each case, “Performance Period Return on Equity”). Performance Period Return on Equity represents the average of the “Adjusted Return on Equity” for each of the three calendar years in the performance period. The “Adjusted Return on Equity” for each year is determined by dividing “Adjusted Core Income” by “Adjusted
Performance Shares
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Performance Shares
EXECUTIVE COMPENSATION Shareholders’ Equity” for the year, each as defined in the Performance Share Awards Program and described below. “Adjusted Core Income”, as defined in the performance share awards granted in 2025 and 2026, excludes the after-tax effects of: •specified losses from officially designated catastrophes; •asbestos and environmental reserve charges or releases; •net realized investment gains or losses in the fixed maturities and real estate portfolios; •items that are unusual or infrequently occurring (or both); and •the cumulative effect of accounting changes and federal income tax rate changes, charges for amortization of goodwill to the extent goodwill is amortized and exit or disposal costs, each as defined by GAAP and each as disclosed in our financial statements (including accompanying footnotes and management’s discussion and analysis); and is then reduced by the after-tax dollar amount for expected “normal” catastrophe losses. In the first year of the performance period, such expected “normal” catastrophe losses are based on management’s plan for catastrophe losses, which reflects recent trends, and are represented by a fixed amount set forth in the terms of the performance shares ($2.45 billion for 2025). In the two subsequent years of the performance period, such fixed amount for catastrophes is adjusted up or down by formula to reflect any increases or decreases, as the case may be, in written premiums in specified catastrophe-exposed commercial and personal lines. This adjustment reflects the Compensation Committee’s belief that, given the inherent volatility in catastrophe losses, the effective management of catastrophes can only be evaluated over time, and that executives should be appropriately accountable for managing the Company’s catastrophe losses, but should not be unduly rewarded, or disadvantaged, based on the level of catastrophe losses in a given year. Accordingly, Adjusted Core Income, as defined in the performance share awards granted in 2025 and 2026, takes into account “expected normalized” catastrophe losses for the three- year performance period of the performance shares. Consistent with this approach and to hold the named executive officers accountable for the management of actual catastrophe results, when determining the grant date value of performance shares, the Compensation Committee considers the Company's actual catastrophe loss management results over time. For example, in February 2025, the Compensation Committee considered the effectiveness of the Company’s catastrophe management strategy, including the fact that the Company’s share of industry catastrophe losses was significantly below its corresponding countrywide property insurance market share in both 2024 and over the last ten years. “Adjusted Core Income” for each year is also reduced by an amount reflecting the historical level of credit losses (on an after-tax basis) associated with our fixed-income investments. The Compensation Committee believed this reduction of Adjusted Core Income is appropriate because credit losses in our fixed-income portfolio are part of reported net income but not core income and thus, absent making this reduction, would not be reflected in Adjusted Core Income. The annual reduction is determined by multiplying a fixed factor (expressed as 0.31 basis points for the performance shares granted in February 2025 and February 2026) by the amortized cost of the fixed maturity investment portfolio at the beginning of each quarter during the relevant year in the performance period and adding such amounts (on an after-tax basis) for each year in the performance period. “Adjusted Shareholders’ Equity” for each year in the performance period is defined in the Performance Share Awards Program as the sum of our total common shareholders’ equity, as reported on our balance sheet as of the beginning and end of the year (excluding net unrealized appreciation or depreciation of investments and adjusted as set forth in the immediately following sentence), divided by two. In calculating Adjusted Shareholders’ Equity, our total common shareholders’ equity as of the beginning and end of the year is adjusted to remove the cumulative after-tax impact of the following items during the performance period: (1) discontinued operations and (2) the adjustments and reductions made in calculating Adjusted Core Income. The Compensation Committee selected Performance Period Return on Equity as the performance measure in the Performance Share Plan because the Compensation Committee believes it is the best measure of return to shareholders and efficient use of capital over a multi-year period, as described further above under “—Pay-for- Performance Philosophy” and “Objectives of Our Executive Compensation Program”. The Compensation Committee seeks to establish the Performance Period Return on Equity standards such that 100% vesting requires a level of performance over the performance period that, in its view, will be reasonably difficult to achieve and is expected to be in the top tier of the industry. In considering what would constitute such top-tier performance over a future three-year period, the Compensation Committee considers: •Recent and historical trends in return on equity for the domestic property and casualty insurance industry, including industry peers included in the Company’s Compensation Comparison Group; •Recent and historical trends in core return on equity for the Company;
Performance Shares
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Performance Shares
EXECUTIVE COMPENSATION •Current and expected underwriting and investment market conditions; •The Company’s business plan and the Company’s cost of equity; •That performance is measured over a three-year period and the plan and related award agreements do not provide for adjustments to be made during the performance period (other than in the case of specifically enumerated events, such as changes in corporate income tax rates and accounting changes). Accordingly, there is uncertainty, particularly in the second and third years of the performance period, and what actually constitutes top-tier performance during the performance period may differ from expectations due to factors that impact the Company’s performance objectives and are both difficult to forecast in advance and are outside of the control of management. These factors include, among others, changes in the level of economic activity, interest rates and the competitive environment for pricing; and •That the Company’s actuarial estimates reflect management’s best estimates of ultimate loss as of the relevant date and, accordingly, the Company’s financial plans do not include any prior year reserve development, positive or negative. Accordingly, while the Compensation Committee does not implement a formulaic calculation based on relative performance, which it believes could result in over- or under-compensation, it does set the Performance Period Return on Equity standards after considering the level of historical and expected performance that would constitute superior returns relative to other companies in the industry, including industry peers included in our Compensation Comparison Group. Because the performance shares are a long-term incentive intended to align a significant portion of our executives’ compensation with return on equity objectives over time, the Compensation Committee generally seeks to maintain consistency in the Performance Period Return on Equity standards from year-to-year. However, the Compensation Committee does from time to time make adjustments if it determines that there have been significant changes in the returns that it expects will constitute top-tier performance.
Performance Period Return on Equity Standards
Performance Period Return on Equity Standards For performance shares granted in 2026 and 2025, the number of shares that vest, if any, is contingent upon our attaining Performance Period Return on Equity as indicated in the following chart. Performance falling between any of the identified points in the applicable chart below will result in an interpolated vesting percentage (for example, a Performance Period Return on Equity of 9.95% will yield a vesting of 70%).
PERFORMANCE PERIOD RETURN ON EQUITY STANDARDS
| | Vesting Percentage | Performance Period Return on Equity for Performance Shares Granted in 2026 and 2025 | | Threshold | 0% | <8.75% | | | 50% | 8.75% | | | 75% | 10.25% | | | 100% | 11.75% | | | 120% | 12.25% | | | 140% | 13.25% | | | 160% | 13.75% | | | 180% | 15.25% | | Maximum | 200% | 16.75% |
PERFORMANCE PERIOD RETURN ON EQUITY STANDARDS
In setting the Performance Period Return on Equity levels for the performance shares granted in February 2025, the Compensation Committee determined, based in part on the advice of its independent compensation consultant and conversations with its shareholders, to: •raise the Performance Period Return on Equity that is required for 100% vesting by 75 basis points to 11.75%; and •raise the levels of Performance Period Return on Equity required to achieve each of the other vesting percentages by 75 basis points; in each case as compared to the levels for the performance shares granted in 2024. In setting the Performance Period Return on Equity levels for the performance shares granted in February 2026, the Compensation Committee decided not to make any changes to the respective Performance Period Return on Equity levels and standards as compared to the levels for the performance shares granted in 2025. In making these decisions, the Compensation Committee considered that at the time of each of the 2026 and 2025 grants, a Performance Period Return on Equity of 11.75% required for 100% vesting would meaningfully exceed our cost of equity, the 10-year treasury and the actual average return on equity for the domestic property and casualty industry for the immediately preceding ten years. See the chart on page 36 which shows the historical returns on equity for the Company and the domestic property and casualty insurance industry.
Addition of TSR Modifier
| Awards earned based on Performance Period Return on Equity* | ‘+/- | rTSR Modifier* | = | Final Payout |
Payment of Performance Shares Granted for the
Payment of Performance Shares Granted for the
Stock Options
Stock Options All stock options are granted with an exercise price equal to the closing price of the underlying shares on the date of grant. Our annual award of stock options generally vests 100% three years after the date of grant and has a maximum expiration date of ten years from the date of grant. The named executive officers are entitled to accelerated vesting of their stock options following a qualified retirement, death or disability or in the event of a voluntary termination for “good reason” or involuntary termination without “cause” within 24 months following a change in control of the Company. For a description of other vesting events see “—Potential Payments to Named Executive Officers Upon Termination of Employment or Change in Control”.
Stock Options
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Stock Options
EXECUTIVE COMPENSATION
Compensation Comparison Group
As of December 31, 2025, the Company’s net income and revenue were at approximately the 68th percentile and the 45th percentile of the Compensation Comparison Group, respectively, and its market cap was at approximately the 60th percentile of the Compensation Comparison Group. The Compensation Committee reviews the composition of our peer group annually to ensure that the companies constituting the peer group continue to provide meaningful and relevant compensation comparisons. The Compensation Committee did not make any changes to our Compensation Comparison Group in 2025 as a result of this review.
Non-Competition Agreements
Non-Competition Agreements All members of our Management Committee, including the named executive officers, have signed non- competition agreements. The agreements provide that, upon an executive’s termination of employment, we may elect to, and in the event of Mr. Schnitzer’s voluntary termination for “good reason” or involuntary termination without “cause” within the 24-month period following a change in control, we have elected to, impose a six- month non-competition obligation upon the executive that would preclude the executive, subject to limited exceptions, from (1) performing services for or having any ownership interest in any entity or business unit that is primarily engaged in the property and casualty insurance business or (2) otherwise engaging in the property and casualty insurance business. This restriction will apply in the United States and any other country where we are physically present and engaged in the property and casualty insurance business as of the executive’s termination date. If we elect to enforce the non-competition terms, and the executive complies with all of the obligations under the agreement, then the executive will be entitled to: •receive a lump-sum payment at the end of the six- month restricted period equal to the sum of (1) six- months’ base salary plus (2) 50% of the executive’s average annual bonus for the prior two years plus (3) 50% of the aggregate grant date fair value of the executive’s average annual equity awards for the prior two years; and •reimbursement for the cost of continuing health benefits on similar economic terms as in place immediately prior to the executive’s termination date during the six-month non-competition period or payment of an equivalent amount, payable at the end of the six-month restricted period.
Timing and Pricing of Equity Grants
Timing and Pricing of Equity Grants The Compensation Committee typically makes annual awards of equity at its first regularly scheduled meeting of the year, which is usually held in early February. This meeting date is typically set a few years in advance as part of the Board’s annual calendar of scheduled meetings. The Compensation Committee has in the past, and may in the future, make limited grants of equity on other dates in order to retain key employees, to compensate an employee in connection with a promotion or to compensate newly hired executives for equity or other benefits lost upon termination of their previous employment or to otherwise induce them to join us. Under our Governance Guidelines, the Compensation Committee may make off-cycle equity grants only on previously determined dates in each calendar month, which will be either (1) the date of a regularly scheduled Board or Compensation Committee meeting, (2) the next succeeding 15th day of the calendar month (or if the 15th is not a business day, the business day immediately preceding the 15th) or (3) in the case of grants in connection with new hires and/or promotions, on, or within 15 days of, the first day of employment or other personnel change. The grant date of equity grants to executives is the date of Compensation Committee approval. As discussed above, the exercise price of stock option grants is the closing market price of our common stock on the date of grant. As discussed under “Governance of Your Company— Committees of the Board and Meetings—Compensation Committee” on page 13, the Compensation Committee has delegated to the Chief Executive Officer, subject to the prior written consent of our Executive Vice President and General Counsel, the authority to make limited “off- cycle” grants to employees who are not Committee Approved Officers on the grant dates established by our Governance Guidelines. For these grants, as discussed above, the grant date is the date of such approval, and the exercise price of all stock options is the closing market price of our common stock on the date of grant. Under the 2023 Stock Incentive Plan, stock options cannot be “repriced” unless such repricing is approved by our shareholders. See “Governance of Your Company— Dating and Pricing of Equity Grants” on page 22. We monitor and periodically review our equity grant policies to ensure compliance with plan rules and applicable law. We do not have a program, plan or practice to time our equity grants in coordination with the release of material, non-public information. In 2025, we did not grant equity awards to any of our named executive officers within four business days before or one business day after the release of material, non-public information.
Severance and Change in Control Agreements
Severance and Change in Control Agreements All of our current senior executives, other than Mr. Schnitzer, are covered by our severance plan. Mr. Schnitzer’s letter agreement, discussed at greater length below under “—Potential Payments to Named Executive Officers Upon Termination of Employment or Change in Control—Summary of Key Agreements” on page 74, contains severance benefits that are triggered under some circumstances, including some circumstances related to a change in control of the Company. Each of our named executive officers, other than Mr. Schnitzer, has entered into an agreement with us pursuant to which the named executive officer is granted enhanced severance benefits in exchange for agreeing to non-solicitation and non-disclosure provisions. Under the terms of such agreements, these named executive officers are eligible to receive a severance benefit if they are involuntarily terminated due to a reduction in force or for reasons other than “cause” or if they are asked to take a substantial demotion. The terms of these agreements are described more fully under “—Potential Payments to Named Executive Officers Upon Termination of Employment or Change in Control—Summary of Key Agreements” on page 74. In addition, based on the advice of the Compensation Committee’s independent compensation consultant and consistent with market practice, the equity awards provide for waiver of service vesting conditions in the event of a voluntary termination for “good reason” or an involuntary termination without “cause” within 24 months of a change in control. The Compensation Committee believes that these severance agreements, and in some circumstances, change in control arrangements are necessary to attract and retain the talent necessary for our long-term success. The Compensation Committee also believes that these severance and change in control programs allow our executives to focus on duties at hand and provide security should their employment be terminated as a result of an involuntary termination without cause or a constructive discharge or following a change of control, as applicable. For these reasons, and based on advice of the Compensation Committee’s independent compensation consultant, the Compensation Committee believes that these arrangements are appropriate and consistent with similar provisions agreed to by members of our Compensation Comparison Group and their executive officers. None of the severance and change in control agreements with the named executive officers include excise tax gross-up protections.
Severance and Change in Control Agreements
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Severance and Change in Control Agreements
EXECUTIVE COMPENSATION
Trading Restrictions
| The policy provides that executives who have not achieved these levels of stock ownership are expected to retain at least 50% of the shares acquired upon exercising stock options or upon the vesting of restricted stock, restricted stock units or performance shares (other than shares used to pay the exercise price of options and withholding taxes) until the requirements are met. |
Recapture/Forfeiture Provisions
EXECUTIVE COMPENSATION more than such excess amount up to the entire amount of the bonus or other incentive compensation. In addition, in 2023, in accordance with the Dodd-Frank Wall Street Reform and Consumer Act, the Board adopted an additional compensation recovery policy applicable to executive officers and the principal accounting officer in the event the Company is required to prepare an accounting restatement. This clawback policy is applicable to all incentive compensation awarded based on the achievement of a financial reporting measure, including the performance shares. All compensation received on or after October 2, 2023 and during the three completed fiscal years immediately preceding the date the Company concludes it must prepare a restatement is subject to recovery pursuant to the policy. In addition, under the terms of our executive equity award agreements, in the event that the employment of an executive, including the named executive officers, is terminated for gross misconduct or for cause, as determined by the Compensation Committee, all outstanding vested and unvested awards are canceled upon his or her termination. Further, in connection with equity awards, the named executive officers and other recipients of equity awards are parties to an agreement that provides for the forfeiture of unexercised or unvested awards and the recapture by us of any compensatory value, including any amount included as compensation in his or her taxable income, that the former executive received or realized by way of payment, exercise or vesting during the period beginning 12 months prior to the date of termination of employment with us, and ending 12 months after the date of the termination of employment with us, if during the 12- month period following his or her termination, the executive breaches certain restrictive covenants regarding confidentiality or non-solicitation.
Recapture/Forfeiture Provisions
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Equity Awards1 ($) | Total ($) | Increase/ (Decrease) from Prior Year (%) | | Alan D. Schnitzer Chairman and Chief Executive Officer | 2025 | 1,450,000 | 9,000,000 | 18,050,000 | 28,500,000 | 20 | | | 2024 | 1,450,000 | 7,000,000 | 15,250,000 | 23,700,000 | 10 | | | 2023 | 1,450,000 | 6,000,000 | 14,000,000 | 21,450,000 | (4) | | Daniel S. Frey Executive Vice President and Chief Financial Officer | 2025 | 837,739 | 3,300,000 | 2,660,000 | 6,797,739 | 13 | | | 2024 | 800,000 | 2,700,000 | 2,500,000 | 6,000,000 | 8 | | | 2023 | 800,000 | 2,280,000 | 2,500,000 | 5,580,000 | — | | Gregory C. Toczydlowski Executive Vice President and President, Business Insurance | 2025 | 887,739 | 4,150,000 | 3,600,000 | 8,637,739 | 14 | | | 2024 | 850,000 | 3,350,000 | 3,400,000 | 7,600,000 | 9 | | | 2023 | 850,000 | 2,720,000 | 3,400,000 | 6,970,000 | (1) | | Avrohom J. Kess Vice Chairman and Chief Legal Officer | 2025 | 987,739 | 4,270,000 | 3,000,000 | 8,257,739 | 13 | | | 2024 | 950,000 | 3,500,000 | 2,850,000 | 7,300,000 | 8 | | | 2023 | 950,000 | 2,970,000 | 2,850,000 | 6,770,000 | (2) | | Michael F. Klein Executive Vice President and President, Personal Insurance | 2025 | 837,739 | 3,600,000 | 3,400,000 | 7,837,739 | 14 | | | 2024 | 800,000 | 2,900,000 | 3,200,000 | 6,900,000 | 10 | | | 2023 | 800,000 | 2,300,000 | 3,200,000 | 6,300,000 | (3) |
Summary Compensation Table
Summary Compensation Table The following table provides summary information concerning compensation paid or accrued by us to our Chairman and Chief Executive Officer, our Executive Vice President and Chief Financial Officer and each of our three other most highly compensated executive officers who served in such capacities at December 31, 2025. We refer to these individuals collectively as the “named executive officers”.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | Alan D. Schnitzer Chairman and Chief Executive Officer | 2025 | 1,450,000 | — | 9,417,364 | 6,100,056 | 9,000,000 | 858,190 | 143,146 | 26,968,756 | | | 2024 | 1,450,000 | — | 8,400,049 | 5,600,024 | 7,000,000 | 496,632 | 112,793 | 23,059,498 | | | 2023 | 1,450,000 | — | 8,550,056 | 5,699,058 | 6,000,000 | 703,164 | 327,794 | 22,730,072 | | Daniel S. Frey Executive Vice President and Chief Financial Officer | 2025 | 837,739 | — | 1,543,814 | 1,000,008 | 3,300,000 | 305,027 | 7,500 | 6,994,088 | | | 2024 | 800,000 | — | 1,500,016 | 1,000,030 | 2,700,000 | 205,811 | 10,169 | 6,216,026 | | | 2023 | 800,000 | — | 1,440,067 | 959,828 | 2,280,000 | 242,635 | 12,606 | 5,735,136 | | Gregory C. Toczydlowski Executive Vice President and President, Business Insurance | 2025 | 887,739 | — | 2,099,697 | 1,359,994 | 4,150,000 | 490,266 | 36,012 | 9,023,708 | | | 2024 | 850,000 | — | 2,039,997 | 1,359,998 | 3,350,000 | 234,569 | 31,854 | 7,866,418 | | | 2023 | 850,000 | — | 2,039,985 | 1,359,792 | 2,720,000 | 375,424 | 30,970 | 7,376,171 | | Avrohom J. Kess Vice Chairman and Chief Legal Officer | 2025 | 987,739 | — | 1,759,837 | 1,139,991 | 4,270,000 | 307,148 | 29,569 | 8,494,284 | | | 2024 | 950,000 | — | 1,710,044 | 1,140,021 | 3,500,000 | 178,124 | 23,986 | 7,502,175 | | | 2023 | 950,000 | — | 1,709,973 | 1,139,792 | 2,970,000 | 238,422 | 7,500 | 7,015,687 | | Michael F. Klein Executive Vice President and President, Personal Insurance | 2025 | 837,739 | — | 1,976,112 | 1,280,043 | 3,600,000 | 448,607 | 43,464 | 8,185,965 | | | 2024 | 800,000 | — | 1,920,072 | 1,280,012 | 2,900,000 | 186,430 | 46,961 | 7,133,475 | | | 2023 | 800,000 | — | 1,919,964 | 1,279,770 | 2,300,000 | 344,839 | 28,655 | 6,673,228 |
Summary Compensation Table
(1)The dollar amounts represent the aggregate grant date fair value of stock awards granted during each of the years presented. The grant date fair value of a stock award is measured in accordance with the guidance in FASB ASC Topic 718 using the assumptions discussed in Note 14 to our financial statements for the fiscal year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 12, 2026 (the “Form 10-K”), without taking into account estimated forfeitures. Stock awards during the years presented reflect performance shares. With respect to the performance shares, the estimate of the grant date fair value determined in accordance with the guidance in FASB ASC Topic 718 assumes the vesting of 100% of the performance shares awarded. Assuming the highest level of performance is achieved (which would result in the vesting of 200% of the performance shares granted), the aggregate grant date fair value of the performance shares reflected in the table above would be:
Summary Compensation Table
| Name | 2025 | 2024 | 2023 | | Alan D. Schnitzer | $17,969,436 | $16,800,099 | $17,100,113 | | Daniel S. Frey | $2,945,778 | $3,000,033 | $2,880,134 | | Gregory C. Toczydlowski | $4,006,469 | $4,079,994 | $4,079,970 | | Avrohom J. Kess | $3,357,976 | $3,420,089 | $3,419,947 | | Michael F. Klein | $3,770,653 | $3,840,144 | $3,839,927 |
Summary Compensation Table
The dividend equivalents attributable to performance shares are deemed “reinvested” in additional performance shares and will only be distributed upon the vesting, if any, of the performance shares in accordance with the performance share award terms. In accordance with the SEC’s rules, dividend equivalents on performance shares are not required to be reported because the values of such future dividends are factored into the grant date fair value of the awards. For a discussion of specific stock awards granted during 2025, see “Grants of Plan- Based Awards in 2025” below and the narrative discussion that follows. (2)The dollar amounts represent the grant date fair value of stock option awards granted during each of the years presented. The grant date fair value of a stock option award is measured in accordance with the guidance in FASB ASC Topic 718 using the assumptions discussed in Note 14 to our financial statements for the fiscal year ended December 31, 2025 included in the Company’s Form 10-K, without taking into account estimated forfeitures. For a discussion of specific stock option awards granted during 2025, see “Grants of Plan-Based Awards in 2025” below and the narrative discussion that follows. (3)Reflects annual cash incentive compensation paid in 2026 for performance year 2025, cash incentive compensation paid in 2025 for performance year 2024 and cash incentive compensation paid in 2024 for performance year 2023, respectively. For a discussion of the Company’s annual cash bonus determinations, see “Compensation Discussion and Analysis—Compensation Elements and Decisions— Annual Cash Bonus”.
Summary Compensation Table
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Summary Compensation Table
EXECUTIVE COMPENSATION (4)These amounts represent the aggregate change in actuarial present value of accumulated pension benefits for each of the years presented, using the same pension plan measurement date used for financial statement reporting purposes. We do not provide any of our executives with any above-market or preferential earnings on non-qualified deferred compensation. For additional information about pension benefits, see “Post-Employment Compensation—Pension Benefits for 2025” below. (5)For 2025, “All Other Compensation” for Mr. Schnitzer includes $25,257 for personal use of a Company car and driver and other ground transportation arrangements, calculated as described below, $48,078 of personal security expenses (including cybersecurity protection) calculated at the actual cost to us incurred on his behalf pursuant to the Company’s executive security program, and $19,247 for tax and financial planning services calculated at the actual cost to us. Pursuant to our security policy, in 2025, we provided a car and driver or other ground transportation arrangements to Mr. Schnitzer for business and personal travel. We calculated the incremental cost to us for the personal use of any Company car and driver (including commuting and business travel not considered directly and integrally related to the performance of the executive’s duties) based on the operating costs, such as fuel and maintenance, related to such travel. Compensation and benefits for the employee drivers are not included in the calculation of incremental cost because the employee drivers are members of our security staff and, consistent with our executive security policy, we would have otherwise incurred such cost for business purposes, whether or not the driver was available to Mr. Schnitzer for personal travel. The incremental cost of personal trips using other ground transportation arrangements, such as car services, are valued at the actual cost to us. Mr. Schnitzer uses Company aircraft for business and personal air travel as required by our security policy. Mr. Schnitzer reimburses the Company for personal travel on Company aircraft in an amount equal to the incremental cost to the Company associated with such travel up to the maximum amount legally payable under FAA regulations. Incremental costs in excess of the amount legally payable under FAA regulations in the amount of $28,795 are included in “All Other Compensation” for 2025. For 2025, “All Other Compensation” for Messrs. Toczydlowski, Kess and Klein includes the cost of tax and financial planning services, for Mr. Klein also includes costs under our executive physical program, and for Messrs. Toczydlowski, Kess and Klein also includes the cost of cybersecurity protection. For more information about these perquisites, see “Compensation Discussion and Analysis—Other Compensation—Other Benefits”.
Summary Compensation Table
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Summary Compensation Table
EXECUTIVE COMPENSATION
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025 The following table provides information on stock awards and stock options granted in 2025 to each of our named executive officers.
Grants of Plan-Based Awards in 2025
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards Target(1) ($) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Option Awards: Number of Securities Underlying Options(3) (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | Name | Grant Date | | Threshold (#) | Target (#) | Maximum (#) | | | | | Alan D. Schnitzer | 2/04/2025 | | 18,746 | 37,491 | 74,982 | | | 9,417,364 | | | 2/04/2025 | | | | | 88,505 | 244.06 | 6,100,056 | | | | n/a | | | | | | | | Daniel S. Frey | 2/04/2025 | | 3,073 | 6,146 | 12,292 | | | 1,543,814 | | | 2/04/2025 | | | | | 14,509 | 244.06 | 1,000,008 | | | | n/a | | | | | | | | Gregory C. Toczydlowski | 2/04/2025 | | 4,180 | 8,359 | 16,718 | | | 2,099,697 | | | 2/04/2025 | | | | | 19,732 | 244.06 | 1,359,994 | | | | n/a | | | | | | | | Avrohom J. Kess | 2/04/2025 | | 3,503 | 7,006 | 14,012 | | | 1,759,837 | | | 2/04/2025 | | | | | 16,540 | 244.06 | 1,139,991 | | | | n/a | | | | | | | | Michael F. Klein | 2/04/2025 | | 3,934 | 7,867 | 15,734 | | | 1,976,112 | | | 2/04/2025 | | | | | 18,572 | 244.06 | 1,280,043 | | | | n/a | | | | | | |
Grants of Plan-Based Awards in 2025
(1)Our annual Senior Executive Performance Plan does not include thresholds, targets or maximums that are determinable at the beginning of the performance year, other than a maximum annual cash bonus of $10 million with respect to our Chief Executive Officer and a maximum annual cash bonus equal to five times such person’s base salary with respect to each of our other Named Executive Officers. For additional information regarding annual cash bonuses, see “Compensation Discussion and Analysis—Compensation Elements and Decisions— Annual Cash Bonus” above. The actual cash bonuses paid to our named executive officers are disclosed in the “Summary Compensation Table” in the “Non-Equity Incentive Plan Compensation” column. (2)Represents performance shares granted as part of the annual long-term equity grant in 2025 with respect to performance year 2024. All performance shares were granted under the Company’s 2023 Stock Incentive Plan. Performance shares represent the right to earn shares of our common stock based on our attainment of specified performance goals, as described above under “Compensation Discussion and Analysis—Compensation Elements and Decisions—Long-Term Stock Incentives—Performance Shares”. As described in more detail in that section, for awards granted in 2025, if our return on equity (as defined in the award agreement) over the three-year performance period meets the minimum threshold of 8.75%, then 50% of the number of performance shares awarded and accumulated dividend equivalents will vest, with such percentage subject to adjustment, higher or lower, by a maximum of 20 percentage points based on the Company’s total shareholder return relative to the total shareholder return for the companies included with S&P 500 Financials index over the applicable performance period (the “TSR Modifier”). If our return on equity over the three-year performance period is 11.75%, then 100% of the number of shares awarded and accumulated dividend equivalents will vest again subject to the TSR Modifier. If our return on equity over the three-year performance period equals or exceeds 16.75%, then a maximum of 200% of the number of shares awarded and accumulated dividend equivalents will vest, again subject to downward adjustment by the TSR Modifier. The estimated future payouts of performance shares in the table above do not include additional shares that may be allocated to recipients of performance shares due to the reinvestment of dividend equivalents attributable to unvested performance shares, but the value of such additional shares is factored into the grant date fair values of the performance shares in the table above. (3)Represents stock options granted in 2025 as part of the annual long-term equity grant with respect to performance year 2024. All stock options were granted under the Company’s 2023 Stock Incentive Plan. (4)The amount represents the grant date fair value of stock and option awards measured in accordance with the guidance in FASB ASC Topic 718 using the assumptions discussed in Note 14 to our financial statements for the fiscal year ended December 31, 2025, included in the Company’s Form 10-K, without taking into account estimated forfeitures. With respect to performance shares, the estimate of the grant date fair value, which was determined in accordance with the guidance in FASB Topic 718, assumes the vesting of 100% of the performance shares awarded.
Grants of Plan-Based Awards in 2025
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Grants of Plan-Based Awards in 2025
EXECUTIVE COMPENSATION
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025
| Employment Arrangements |
Option Exercises and Stock Vested in 2025
Option Exercises and Stock Vested in 2025 The following table provides information regarding the values realized by our named executive officers upon the exercise of stock options and the vesting of stock awards in 2025.
Option Exercises and Stock Vested in 2025
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting(2) (#) | Value Realized on Vesting(3) ($) | | Alan D. Schnitzer | 162,927 | 21,772,049 | 95,739 | 27,770,083 | | Daniel S. Frey | 45,286 | 6,318,727 | 16,125 | 4,677,255 | | Gregory C. Toczydlowski | — | — | 22,842 | 6,625,751 | | Avrohom J. Kess | 93,513 | 14,314,544 | 19,147 | 5,553,893 | | Michael F. Klein | 27,616 | 3,816,711 | 21,498 | 6,235,929 |
Option Exercises and Stock Vested in 2025
(1)Value realized on exercise is equal to the difference between the fair market value of the stock acquired upon exercise on the exercise date less the exercise price, multiplied by the number of options exercised. (2)The shares acquired upon vesting represent performance shares that are treated as vested on December 31, 2025, the last day of the relevant three-year performance period, including the following shares in respect of dividend equivalents deemed to be reinvested in such performance shares: Mr. Schnitzer (5,267 shares), Mr. Frey (887 shares), Mr. Toczydlowski (1,256 shares), Mr. Kess (1,053 shares) and Mr. Klein (1,182 shares). (3)The value realized on vesting is based on the closing price of our common stock on the NYSE on the vesting date. If vesting occurs on a day on which the NYSE is closed, the value realized on vesting is based on the closing price on the last trading day prior to the vesting date.
Option Exercises and Stock Vested in 2025
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Option Exercises and Stock Vested in 2025
EXECUTIVE COMPENSATION
Outstanding Equity Awards at December 31, 2025
Outstanding Equity Awards at December 31, 2025 The following table provides information with respect to the option awards and stock awards held by the named executive officers at December 31, 2025.
Outstanding Equity Awards at December 31, 2025
| | Option Awards | | | | | Stock Awards | | | | | | | | | | | Equity Incentive Plan Awards | | | Name | Option Award Grant Date | Number of Securities Underlying Unexercised Options(1) (#) | | Option Exercise Price ($) | Option Expiration Date | Stock Award Grant Date | Number of Unearned Shares, Units or Other Rights That Have Not Vested(2) (#) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) | | | | Exercisable | Unexercisable | | | | | | | Alan D. Schnitzer | 2/5/2019 | 216,246 | — | 126.18 | 2/5/2029 | | | | | | 2/4/2020 | 298,368 | — | 132.58 | 2/4/2030 | | | | | | 2/2/2021 | 197,343 | — | 139.83 | 2/2/2031 | | | | | | 2/8/2022 | 144,507 | — | 172.50 | 2/8/2032 | | | | | | 2/7/2023 | — | 119,292 | 189.01 | 2/7/2033 | | | | | | 2/6/2024 | — | 99,207 | 213.01 | 2/6/2034 | | | | | | | | | | | 2/6/2024 | 81,605 | 23,670,426 | | | 2/4/2025 | — | 88,505 | 244.06 | 2/4/2035 | | | | | | | | | | | 2/4/2025 | 76,175 | 22,095,262 | | Daniel S. Frey | 2/2/2021 | 11,037 | — | 139.83 | 2/2/2031 | | | | | | 2/8/2022 | 25,205 | — | 172.50 | 2/8/2032 | | | | | | 2/7/2023 | — | 20,091 | 189.01 | 2/7/2033 | | | | | | 2/6/2024 | — | 17,716 | 213.01 | 2/6/2034 | | | | | | | | | | | 2/6/2024 | 14,572 | 4,226,884 | | | 2/4/2025 | — | 14,509 | 244.06 | 2/4/2035 | | | | | | | | | | | 2/4/2025 | 12,488 | 3,622,136 | | Gregory C. Toczydlowski | 2/6/2018 | 34,771 | — | 140.85 | 2/6/2028 | | | | | | 2/5/2019 | 42,048 | — | 126.18 | 2/5/2029 | | | | | | 2/4/2020 | 52,735 | — | 132.58 | 2/4/2030 | | | | | | 2/2/2021 | 38,611 | — | 139.83 | 2/2/2031 | | | | | | 2/8/2022 | 34,503 | — | 172.50 | 2/8/2032 | | | | | | 2/7/2023 | — | 28,463 | 189.01 | 2/7/2033 | | | | | | 2/6/2024 | — | 24,093 | 213.01 | 2/6/2034 | | | | | | | | | | | 2/6/2024 | 19,818 | 5,748,489 | | | 2/4/2025 | — | 19,732 | 244.06 | 2/4/2035 | | | | | | | | | | | 2/4/2025 | 16,984 | 4,926,363 | | Avrohom J. Kess | 2/6/2018 | 47,686 | — | 140.85 | 2/6/2028 | | | | | | 2/5/2019 | 61,270 | — | 126.18 | 2/5/2029 | | | | | | 2/4/2020 | 74,939 | — | 132.58 | 2/4/2030 | | | | | | 2/2/2021 | 46,333 | — | 139.83 | 2/2/2031 | | | | | | 2/8/2022 | 30,246 | — | 172.50 | 2/8/2032 | | | | | | 2/7/2023 | — | 23,858 | 189.01 | 2/7/2033 | | | | | | 2/6/2024 | — | 20,196 | 213.01 | 2/6/2034 | | | | | | | | | | | 2/6/2024 | 16,613 | 4,818,720 | | | 2/4/2025 | — | 16,540 | 244.06 | 2/4/2035 | | | | | | | | | | | 2/4/2025 | 14,235 | 4,128,975 | | Michael F. Klein | 2/4/2020 | 30,000 | — | 132.58 | 2/4/2030 | | | | | | 2/2/2021 | 36,037 | — | 139.83 | 2/2/2031 | | | | | | 2/8/2022 | 32,486 | — | 172.50 | 2/8/2032 | | | | | | 2/7/2023 | — | 26,788 | 189.01 | 2/7/2033 | | | | | | 2/6/2024 | — | 22,676 | 213.01 | 2/6/2034 | | | | | | | | | | | 2/6/2024 | 18,653 | 5,410,554 | | | 2/4/2025 | — | 18,572 | 244.06 | 2/4/2035 | | | | | | | | | | | 2/4/2025 | 15,984 | 4,636,404 |
Outstanding Equity Awards at December 31, 2025
(1)Stock options are exercisable 100% on the third anniversary of the stock option award grant date. (2)The number of shares reflected for each of the named executive officers represents the sum of (a) the maximum number of performance shares and (b) the additional shares that have been allocated to the named executive officer through December 31, 2025, as a result of the dividend equivalents deemed to be reinvested on the maximum number of performance shares. We have reflected the maximum number of performance shares for each named executive officer because (a) results for 2024 and 2025, the first and second year of the three-year performance period for the February 6, 2024 awards, were above target and (b) results for 2025, the first year of the three-year
Outstanding Equity Awards at December 31, 2025
| 68 | The Travelers Companies, Inc. | 2026 Proxy Statement |
Outstanding Equity Awards at December 31, 2025
EXECUTIVE COMPENSATION performance period for the February 4, 2025 awards, were also above target. The actual number of shares that will be distributed with respect to each of the 2024 and 2025 awards are not yet determinable. The awards granted on February 6, 2024 vest in proportion to actual performance over the three-year performance period ending on December 31, 2026, and the awards granted on February 4, 2025 vest in proportion to actual performance over the three-year performance period ending on December 31, 2027 and are subject to the TSR Modifier as described in footnote 2 of the Grants of Plan-Based Awards in 2025 table. For purposes of this column, fractional shares have been rounded to the nearest whole share. See the description of performance shares in the “Compensation Discussion and Analysis— Compensation Elements and Decisions—Long-Term Stock Incentives—Performance Shares” section. (3)The market value is based on the closing price on the NYSE of our common stock on December 31, 2025, the last trading day of 2025 ($290.06), multiplied by the actual number of performance shares as described in footnote (2) not rounded for fractional shares.
Post-Employment Compensation
| Pension Benefits for 2025 |
The Company’s Pension Plan
The Company’s Pension Plan The Company’s Pension Plan is a qualified defined benefit pension plan with a cash-balance formula or, for certain legacy participants, traditional final average pay formulas or legacy frozen cash-balance formulas. Each named executive officer participates in the cash-balance formula under which the named executive officer has a hypothetical account balance that grows with interest and pay credits each year. As of December 31, 2025, the named executive officers’ qualified pension account balances were as follows:
The Company’s Pension Plan
| Name | Qualified Account Balance at December 31, 2025(1) | | Alan D. Schnitzer | $320,887 | | Daniel S. Frey | $283,116 | | Gregory C. Toczydlowski | $593,976 | | Avrohom J. Kess | $127,415 | | Michael F. Klein | $704,301 |
The Company’s Pension Plan
(1)These dollar amounts represent the participant’s account balance rather than the present value of the accumulated benefit, which is set forth in the “—Pension Benefits for 2025” table above and calculated as described in footnote (2) to that table. Interest credits are applied quarterly to the prior quarter’s cash-balance pension account balance. These interest credits are generally based on the yield on 10-year treasury bonds, subject to a minimum annual interest rate of 4.01%. Pay credits are calculated on an annual basis as a percentage of compensation, with the percentage determined based on the sum of age plus service at the end of the year under the following schedule:
The Company’s Pension Plan
| Age + Service | Pay Credit | | < 30 | 2.00% | | 30 - 39 | 2.50% | | 40 - 49 | 3.00% | | 50 - 59 | 4.00% | | 60 - 69 | 5.00% | | > 69 | 6.00% |
The Company’s Pension Plan
Service is calculated based on elapsed time with the Company plus any service with TPC, Citigroup and certain of its affiliates and predecessors (prior to August 20, 2002) and The St. Paul. Pay credits are calculated by multiplying the appropriate pay credit percentage by the named executive officer’s compensation for the year, including base salary and bonus, up to the qualified plan compensation limit (which for 2025 was $350,000). The pension plan benefit is subject to the qualified plan benefit limit (if applicable) under Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), income tax provisions. The plan’s normal retirement age is 65. However, under the cash-balance formula, participants are eligible to receive a distribution from the plan any time after they vest (currently after three years of service) and they separate from us. Once separated from us, participants may elect to receive a lump-sum payment, life annuity, 50% joint and survivor annuity, 75% joint and survivor annuity, 100% joint and survivor annuity or a ten-year certain and life annuity. All payment forms are actuarially equivalent. Eligible part-time employees who are at least age 62 can apply for an in-service distribution from the plan, calculated as if they separated from us. There are no special early retirement benefits under the cash- balance formula, even in the case of an in-service distribution. Under the plan, the benefits of some participants may be determined in whole or in part under transition benefit rules—that is, legacy benefit provisions.
Pension Plan)
| Non-Qualified Deferred Compensation for 2025 |
Pension Plan)
| Name | Non-Qualified Deferred Compensation Plan Name | Executive Contributions in 2025(1) ($) | Company Contributions in 2025 ($) | Aggregate Earnings in 2025 ($) | Aggregate Withdrawals/ Distributions in 2025 ($) | Aggregate Balance at 12/31/25(2) ($) | | Alan D. Schnitzer | Deferred Compensation Plan | — | — | 2,098,998 | — | 15,236,025 | | Daniel S. Frey | | — | — | — | — | — | | Gregory C. Toczydlowski | | — | — | — | — | — | | Avrohom J. Kess | Deferred Compensation Plan | 4,592,657 | — | 4,918,709 | — | 33,410,077 | | Michael F. Klein | Deferred Compensation Plan | — | — | 146,040 | — | 1,430,111 | | | Executive Savings Plan | — | — | 1,667 | — | 14,517 |
Potential Payments to Named Executive Officers Upon
Potential Payments to Named Executive Officers Upon
Termination of Employment or Change in Control
| Potential Payments to Named Executive Officers Upon Termination of Employment or Change in Control Table |
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(B) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we provide the following information regarding the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Schnitzer, our Chief Executive Officer. For 2025, our last completed fiscal year: •The median of the annual total compensation of all employees of our company (other than Mr. Schnitzer) was $132,067; •The annual total compensation of Mr. Schnitzer was $26,983,859; and •Based on the foregoing, the ratio of the annual total compensation of Mr. Schnitzer to the median of the annual total compensation of all employees was 204 to 1. In addition to the required ratio, we also provide the following supplemental information regarding the relationship of the annual total compensation of our full- time U.S. employees who worked for us for the entire year and the annual total compensation of Mr. Schnitzer. For 2025: •The median of the annual total compensation of full- time employees of our company (other than Mr. Schnitzer) in the United States who worked for us for the entire year was $140,948; and •Based on the foregoing and the above annual total compensation of Mr. Schnitzer, the ratio of the annual total compensation of Mr. Schnitzer to the median of the annual total compensation of our full-time employees in the U.S. who worked for us for the entire year was 191 to 1. As discussed below, these calculations include Company- paid benefits. We subsidize health benefits more heavily for lower paid employees as compared to higher paid employees and also offer 401(k) Savings Plan matching contributions and pension benefits. In addition, because we provide pension benefits to our U.S. employees, these calculations also include year-over-year change in pension value, calculated in accordance with SEC disclosure rules.
CEO Pay Ratio
| Identifying the Median Employee for Purposes of the Required Ratio |
CEO Pay Ratio
There have been no material changes in our employee population or employee compensation arrangements in our last completed fiscal year that we believe would significantly impact our pay ratio disclosure. Accordingly, as permitted under the SEC’s disclosure rules, we are using the same median employee as we used for our 2023 pay ratio. In accordance with SEC rules, we selected December 31, 2023, which is the last day of our fiscal year, as the date upon which we would identify the “median employee”. We determined that, as of December 31, 2023, we had approximately 33,600 full-time, part-time and temporary employees. These employees were located primarily in the United States, Canada, the United Kingdom and Ireland. For purposes of calculating our median employee compensation, we excluded 1,473 individuals located in the United Kingdom and 64 located in Ireland. As a result of this de minimis exemption, our employee population for purposes of calculating our median employee compensation was reduced to approximately 32,100. In order to identify the median employee, we used annual total compensation, as that term is defined in Item 402(c) (2)(x) of Regulation S-K, as our compensation measure. We included perquisites and personal benefits for each employee, whether or not the amount exceeded $10,000 in the aggregate. We also included the change in pension value for participants in our tax-qualified defined benefit plan with a cash-balance formula but excluded the change in pension value for legacy participants accruing benefits under a final average pay formula. We excluded the change in pension value for legacy participants because of the complexity of calculating change in pension value for such participants and the limited number of such participants. We consistently applied this compensation measure to our employee population. Because our employees are predominantly located in the United States, as is our CEO, we did not make any cost- of-living adjustments in identifying our median employee. In addition, in identifying our median employee, we did not annualize the compensation of all permanent employees included in the employee population who were employed as of December 31, 2023, but did not work for us or our consolidated subsidiaries for the entire fiscal year.
CEO Pay Ratio
| 2026 Proxy Statement | The Travelers Companies, Inc. | 97 |
CEO Pay Ratio
OTHER INFORMATION
CEO Pay Ratio
| Identifying the Median Employee for Purposes of the Supplemental Ratio |
CEO Pay Ratio
We identified the median employee for purposes of the supplemental ratio in the same manner as we did for the required ratio except: •We excluded all of our non-U.S. employees; •We excluded U.S. employees who were employed as of December 31, 2023, but did not work for us or our consolidated subsidiaries for the entire calendar year; and •We excluded part-time U.S. employees who were employed as of December 31, 2023. Although there were no material changes in our employee population or employee compensation arrangements in 2024 that we believe would significantly impact our supplemental pay ratio disclosure, the median employee used for purposes of our supplemental disclosure was promoted during 2024, which would have resulted in a significant change in our supplemental pay ratio disclosure. Accordingly, as permitted under SEC rules, for 2024, we chose to use an alternate employee for purposes of our supplemental ratio who had substantially similar measurement date compensation to that of the initial median employee identified for this purpose. For 2025, we used the same individual for our supplemental disclosure.
CEO Pay Ratio
| Calculating the Median Employee’s Total Compensation |
CEO Pay Ratio
In order to determine the compensation of the median employee for purposes of the required ratio and for the supplemental ratio, we combined all of the elements of each employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $132,067 for the required ratio and $140,948 for the supplemental ratio. For purposes of the foregoing, we included personal benefits that in aggregate were less than $10,000 and, as described above, compensation under non-discriminatory benefit plans and year-over-year change in pension value.
CEO Pay Ratio
| Calculating Mr. Schnitzer’s Total Compensation |
CEO Pay Ratio
Mr. Schnitzer’s annual total compensation for 2025, above, differs from the amount reported in the “total” column in the “Summary Compensation Table” because it includes compensation under benefit plans that do not discriminate in favor of our executive officers and are available generally to all salaried employees, and such amounts are excluded from the amount reported in the “Summary Compensation Table”.
Pay Versus Performance
Pay Versus Performance The “Compensation Discussion and Analysis” section of this Proxy Statement sets forth the financial and other factors considered by the Compensation Committee when reviewing and setting the compensation of our CEO and other named executive officers for the 2025 performance year. As required by Item 402(v) (the “Rule”) of Regulation S-K, the following sets forth information regarding the compensation of our CEO, who is our principal executive officer (PEO) for purposes of the Rule, and our other (non-PEO) named executive officers. In accordance with the Rule, the table below and the discussion that follows include an amount referred to as “compensation actually paid” as defined in Item 402(v)(2)(iii). The calculation of this amount includes, among other things, the revaluation of four years of unvested and outstanding stock option awards and three years of unvested and unsettled performance share awards, as our stock options and performance shares are typically granted in February of each year and the terms of such stock options include three-year cliff vesting and the terms of such performance shares include a three-year performance period, ending on December 31 of the third year of the performance period. For example, options granted in February 2025 are scheduled to vest in February 2028 and performance shares granted in February 2025 have a three-year performance period from January 1, 2025 to December 31, 2027. In accordance with the Rule, the value of option and stock awards in a particular year includes: •the year-end fair value of the awards granted in the covered fiscal year (e.g., 2025) that are outstanding and unvested as of the end of the covered fiscal year; •the change in fair value from the end of the prior fiscal year (e.g., 2024) to the end of the covered fiscal year with respect to any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year; and •the change in fair value from the end of the prior fiscal year to the vesting date with respect to any awards granted in prior years that vested in the covered fiscal year. Stock awards include the dollar amount of accrued dividend equivalents.
Pay Versus Performance
| 98 | The Travelers Companies, Inc. | 2026 Proxy Statement |
Pay Versus Performance
OTHER INFORMATION Importantly, as of the valuation dates in the table, none of the amounts included in “compensation actually paid” for our CEO and other named executive officers relating to stock option and performance share awards have been paid to our CEO or other named executive officers. In addition, “compensation actually paid” is calculated using our stock price as of a specific date, i.e., the last trading day of the applicable fiscal year or the applicable vesting date, and changes in the price of the Company’s stock can materially impact the amount reported as “compensation actually paid”, both positively or negatively. The amounts actually received will depend upon the Company’s performance and the Company’s stock price at the time the performance shares are actually delivered and the vested options are actually exercised, as the case may be.
Pay Versus Performance
| Pay Versus Performance Table |
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based On: 6 | | | | | Year | Summary Compensation Table Total for PEO1 ($) | “Compensation Actually Paid” to PEO2,3 ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers4 ($) | Average “Compensation Actually Paid” to Non-PEO Named Executive Officers3,5 ($) | Total Shareholder Return ($) | Peer Group Total Shareholder Return7 ($) | Net Income ($ in millions) | Core Return on Equity8 | | 2025 | 26,968,756 | 55,596,018 | 8,174,511 | 13,858,763 | 228.51 | 223.20 | 6,288 | 19.4% | | 2024 | 23,059,498 | 61,198,386 | 7,179,524 | 15,151,245 | 186.72 | 194.97 | 4,999 | 17.2% | | 2023 | 22,730,072 | 27,638,689 | 6,700,056 | 7,669,397 | 145.01 | 152.45 | 2,991 | 11.5% | | 2022 | 21,072,397 | 50,398,377 | 6,328,959 | 12,329,181 | 139.52 | 138.86 | 2,842 | 11.3% | | 2021 | 19,853,697 | 37,338,163 | 5,876,115 | 9,387,843 | 113.97 | 134.26 | 3,662 | 13.7% |
Pay Versus Performance
1.The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Schnitzer, our CEO, for each corresponding year as reported in the “Total” column of the “Summary Compensation Table” of the Company’s proxy statement for the relevant year(s). 2.In accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K, the following adjustments were made to the amounts reported for Mr. Schnitzer in the Summary Compensation Table. Importantly, the dollar amounts do not reflect the actual amount of compensation earned by, or paid to, Mr. Schnitzer during the applicable year or the expense recorded by the Company in its financial statements for the applicable year. For 2025, the following adjustments were made to the amounts reported for Mr. Schnitzer in the Summary Compensation Table:
Pay Versus Performance
| Description | 2025 ($) | | Change in Pension Value Deduction | 858,190 | | Pension Service Cost Addition | 267,500 | | Prior Pension Service Cost Addition | — | | Stock Awards Deduction | 9,417,364 | | Option Awards Deduction | 6,100,056 | | Stock and Option Awards Addition(a) | 44,735,372 |
Pay Versus Performance
(a)For 2025, the amount added includes (1) a revaluation as of December 31, 2025 with respect to outstanding and unvested options awarded on February 4, 2025; (2) the change in value for the period from December 31, 2024 to December 31, 2025 with respect to outstanding and unvested options awarded on February 6, 2024 and February 7, 2023; (3) the change in value for the period from December 31, 2024 to the vesting date on February 8, 2025 with respect to options awarded on February 8, 2022; (4) a revaluation as of December 31, 2025 with respect to unvested performance shares awarded on February 4, 2025; and (5) the change in value for the period from December 31, 2024 to December 31, 2025 with respect to unvested performance shares awarded on February 6, 2024 and with respect to unsettled performance shares awarded on February 7, 2023. For 2025, the amounts added or deducted, as applicable, in calculating stock and option award adjustments include:
Pay Versus Performance
| Year | Year End Fair Value of Equity Awards Granted in Covered Fiscal Year ($) | Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Year(s) ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Same Fiscal Year ($) | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Covered Fiscal Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2025 | 29,265,310 | 9,811,876 | — | 5,658,186 | — | — | 44,735,372 |
Pay Versus Performance
| 2026 Proxy Statement | The Travelers Companies, Inc. | 99 |
Pay Versus Performance
OTHER INFORMATION 3.When calculating amounts of “compensation actually paid” for purposes of this table: •The fair value of each stock option award was estimated using a variation of the Black-Scholes option pricing model in accordance with FASB ASC Topic 718 and the key input variables (assumptions) of that model as described in Note 14 to our financial statements for the fiscal year ended December 31, 2025 in the Company’s Annual Report on Form 10-K filed with the SEC on February 12, 2026. With regard to stock option awards to retirement eligible NEOs or NEOs who become retirement eligible before an award’s vesting date, the full amount of expense is recognized in the financial statements at the date of grant or the period from date of grant up to the date the NEO becomes retirement eligible in accordance with Topic 718 as there is no remaining requisite service period under the contractual terms of the award. However, for purposes of the fair values of such awards reported in the Pay Versus Performance Table above, the fair value continues to be estimated as of the relevant valuation dates until the awards become contractually vested under the terms of the award. Other than the estimated term assumption, which was adjusted to reflect employee exercise history, retirement eligibility and the relationship between exercise history and intrinsic value, the assumptions used were not changed from those described in Note 14 but were updated at each valuation date to reflect the then-current value of each variable. •The fair value of performance shares was estimated at each valuation date using: (1) fair value measurements in accordance with the guidance in FASB Topic 718 using assumptions discussed in Note 14 to our financial statements for the fiscal year ended December 31, 2025 included in the Company’s Form 10-K, and (2) an adjustment to the estimated number of shares expected to be awarded based on the actual performance for any completed performance year and an assumption regarding the attainment of the performance goals for the remaining performance period, and includes the value of dividend equivalents accrued from the grant date through the relevant valuation date. •“Compensation actually paid” is calculated using our stock price as of a specific date, i.e., the last trading day of the applicable fiscal year or the applicable vesting date, and changes in the price of the Company’s stock can materially impact the amount reported as “compensation actually paid”, both positively or negatively. 4.The dollar amounts reported in this column represent the average of the total amounts reported for Messrs. Frey, Toczydlowski, Kess and Klein, as our other named executive officers, for each corresponding year in the “Total” column of the “Summary Compensation Table” of the Company’s proxy statement for the relevant year(s). 5.In accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K, when calculating the average “compensation actually paid” for Messrs. Frey, Toczydlowski, Kess and Klein the following adjustments were made to the amounts reported in the Summary Compensation Table. Importantly, the dollar amounts do not reflect the actual average amount of compensation earned by, or paid to, these named executive officers as a group during the applicable year or the expense recorded by the Company in its financial statements for the applicable year. For 2025, the following adjustments were made to the amounts reported for Messrs. Frey, Toczydlowski, Kess and Klein in the Summary Compensation Table:
Pay Versus Performance
| Description | 2025 ($) | | Change in Pension Value Deduction | 387,762 | | Pension Service Cost Addition | 128,600 | | Prior Pension Service Cost Addition | — | | Stock Awards Deduction | 1,844,865 | | Option Awards Deduction | 1,195,009 | | Stock and Option Awards Addition(a) | 8,983,288 |
Pay Versus Performance
(a)For 2025, the amount added includes (1) a revaluation as of December 31, 2025 with respect to outstanding and unvested options awarded on February 4, 2025; (2) the change in value for the period from December 31, 2024 to December 31, 2025 with respect to outstanding and unvested options awarded on February 6, 2024 and February 7, 2023; (3) the change in value for the period from December 31, 2024 to the vesting date on February 8, 2025 with respect to options awarded on February 8, 2022; (4) a revaluation as of December 31, 2025 with respect to unvested performance shares awarded on February 4, 2025; and (5) the change in value for the period from December 31, 2024 to December 31, 2025 with respect to unvested performance shares awarded on February 6, 2024 and with respect to unsettled performance shares awarded on February 7, 2023. For 2025, the amounts added or deducted, as applicable, in calculating stock and option award adjustments include:
Pay Versus Performance
| Year | Year End Fair Value of Equity Awards Granted in the Covered Fiscal Year ($) | Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Year(s) ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Same Fiscal Year ($) | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Covered Fiscal Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Equity Award Adjustments ($) | | 2025 | 5,733,092 | 2,071,581 | — | 1,178,615 | — | — | 8,983,288 |
Pay Versus Performance
6.Reflects total shareholder return as calculated based on a fixed investment of one hundred dollars measured from the market close on December 31, 2020 (the last trading day of 2020) through and including the end of the fiscal year for each year reported in the table as required by the Rule. 7.Reflects total shareholder return for the Company’s Compensation Comparison Group, which consists of American International Group, Inc., The Allstate Corporation, Chubb Limited, Hartford Financial Services Group, Inc., The Progressive Corporation, Aflac Incorporated, American Express Company, The Bank of New York Mellon Corporation, Humana Inc., Lincoln National Corporation, Marsh & McLennan Companies, Inc., MetLife, Inc. and Prudential Financial, Inc.
Pay Versus Performance
| 100 | The Travelers Companies, Inc. | 2026 Proxy Statement |
Pay Versus Performance
OTHER INFORMATION 8.For purposes of the Rule, we have identified core return on equity as our Company-Selected Metric, the calculation of which is described in Annex A: Reconciliation of GAAP Measures to Non-GAAP Measures and Selected Definitions. Although core return on equity is one important financial performance measure, among others, that the Compensation Committee considers when making compensation decisions with the intent of aligning compensation with Company performance, the Compensation Committee has not historically and does not currently evaluate “compensation actually paid” as calculated pursuant to Item 402(v)(2) as part of its executive compensation determinations; accordingly, the Compensation Committee does not actually use any financial performance measure specifically to link executive “compensation actually paid” to Company performance. Please see the “Compensation Discussion & Analysis” section of this Proxy Statement for a discussion of performance measures the Compensation Committee considered when making executive compensation decisions for performance year 2025.
Pay Versus Performance
| Description of Relationships Between Pay and Performance |
CEO “COMPENSATION ACTUALLY PAID” VS TOTAL
CEO “COMPENSATION ACTUALLY PAID” VS TOTAL
COMPENSATION COMPARISON GROUP
| | CEO Compensation Actually Paid ($m)1 | $37.3 | $50.4 | $27.6 | $61.2 | $55.6 | | | Total Shareholder Return for Travelers | $113.97 | $139.52 | $145.01 | $186.72 | $228.51 | | | Total Shareholder Return for Compensation Comparison Group | $134.26 | $138.86 | $152.45 | $194.97 | $223.20 |
AVERAGE NON-CEO “COMPENSATION ACTUALLY PAID” VS
AVERAGE NON-CEO “COMPENSATION ACTUALLY PAID” VS
COMPENSATION COMPARISON GROUP
| | Average Non-CEO Compensation Actually Paid ($m)1 | $9.4 | $12.3 | $7.7 | $15.2 | $13.9 | | | Total Shareholder Return for Travelers | $113.97 | $139.52 | $145.01 | $186.72 | $228.51 | | | Total Shareholder Return for Compensation Comparison Group | $134.26 | $138.86 | $152.45 | $194.97 | $223.20 |
CEO “COMPENSATION ACTUALLY PAID”
CEO “COMPENSATION ACTUALLY PAID”
AND NET INCOME
| | CEO Compensation Actually Paid ($m)1 | $37.3 | $50.4 | $27.6 | $61.2 | $55.6 | | | Net Income ($m) | $3,662 | $2,842 | $2,991 | $4,999 | $6,288 |
AVERAGE NON-CEO "COMPENSATION ACTUALLY PAID"
AVERAGE NON-CEO "COMPENSATION ACTUALLY PAID"
AND NET INCOME
| | Average Non-CEO Compensation Actually Paid ($m)1 | $9.4 | $12.3 | $7.7 | $15.2 | $13.9 | | | Net Income ($m) | $3,662 | $2,842 | $2,991 | $4,999 | $6,288 |
CEO “COMPENSATION ACTUALLY PAID”
CEO “COMPENSATION ACTUALLY PAID”
AND CORE ROE
| | CEO Compensation Actually Paid ($m)1 | $37.3 | $50.4 | $27.6 | $61.2 | $55.6 | | | Core ROE | 13.7% | 11.3% | 11.5% | 17.2% | 19.4% |
AVERAGE NON-CEO "COMPENSATION ACTUALLY PAID"
AVERAGE NON-CEO "COMPENSATION ACTUALLY PAID"
AND CORE ROE
| | Average Non-CEO Compensation Actually Paid ($m)1 | $9.4 | $12.3 | $7.7 | $15.2 | $13.9 | | | Core ROE | 13.7% | 11.3% | 11.5% | 17.2% | 19.4% |