DEF 14A of Hartford Insurance Group, Inc., Apr 5, 2024

DEF 14A of Hartford Insurance Group, Inc.

Filed Apr 5, 2024 · FY20230000874766-24-000049

Open on EDGAR

  1. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We use a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the Board. Members of the Board who are employees of The Hartford or its subsidiaries are not compensated for service on the Board or any of its committees. For the 2023-2024 Board service year, non-management directors received a $110,000 annual cash retainer and a $180,000 annual equity grant of restricted stock units (“RSUs”). In September 2022, following a market assessment, the Board increased the FIRMCo Chair retainer from $25,000 to $35,000, the Compensation Committee Chair retainer from $25,000 to $30,000, the Nominating Committee Chair retainer from $20,000 to $25,000 and the Lead Director retainer from $40,000 to $50,000 to bring those retainers to market levels effective for the 2023-2024 Board service year.

  2. ANNUAL CASH FEES

    | Director Compensation Program | Annual Cash Compensation | | Annual Cash Retainer | $110,000 | | Committee Chair Retainer: Audit | $35,000 | | Committee Chair Retainer: FIRMCo | $35,000 | | Committee Chair Retainer: Compensation | $30,000 | | Committee Chair Retainer: Nominating | $25,000 | | Lead Director Retainer | $50,000 |

  3. DIRECTOR SUMMARY COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Larry D. De Shon(3) | 139,400 | 180,000 | 1,427 | 320,827 | | Carlos Dominguez | 110,000 | 180,000 | 2,159 | 292,159 | | Trevor Fetter | 160,000 | 180,000 | 1,427 | 341,427 | | Donna James | 110,000 | 180,000 | 2,159 | 292,159 | | Kathryn A. Mikells(4) | 145,000 | — | 914 | 145,914 | | Edmund Reese(5) | 110,000 | 180,000 | 13,033 | 303,033 | | Teresa W. Roseborough | 135,000 | 180,000 | 2,159 | 317,159 | | Virginia P. Ruesterholz | 110,000 | 180,000 | 1,427 | 291,427 | | Matthew E. Winter | 140,000 | 180,000 | 2,159 | 322,159 | | Greig Woodring | 145,000 | 180,000 | 3,107 | 328,107 |

  4. DIRECTOR COMPENSATION TABLE—OUTSTANDING EQUITY

    DIRECTOR COMPENSATION TABLE—OUTSTANDING EQUITY The following table shows the number and value of unvested equity awards outstanding as of December 31, 2023. The value of these unvested awards is calculated using a market value of $80.38, the NYSE closing price per share of our common stock on December 29, 2023. The numbers have been rounded to the nearest whole dollar or share. The following table does not include vested RSUs granted at a director's election in lieu of the annual cash retainer.

  5. DIRECTOR COMPENSATION TABLE—OUTSTANDING EQUITY

    | | Stock Awards(1) | | | | Name | Stock Grant Date(2) | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Larry D. De Shon | 7/31/2023 | 2,519 | 202,477 | | Carlos Dominguez | 7/31/2023 | 2,519 | 202,477 | | Trevor Fetter | 7/31/2023 | 2,519 | 202,477 | | Donna James | 7/31/2023 | 2,519 | 202,477 | | Edmund Reese | 7/31/2023 | 2,519 | 202,477 | | Teresa W. Roseborough | 7/31/2023 | 2,519 | 202,477 | | Virginia P. Ruesterholz | 7/31/2023 | 2,519 | 202,477 | | Matthew E. Winter | 7/31/2023 | 2,519 | 202,477 | | Greig Woodring | 7/31/2023 | 2,519 | 202,477 |

  6. DIRECTOR COMPENSATION TABLE—OUTSTANDING EQUITY

    (1)Additional stock ownership information is set forth in the beneficial ownership table on page 77. (2)The RSUs were granted on July 31, 2023, the second trading day following the filing of our Form 10-Q for the quarter ended June 30, 2023. (3)The number of RSUs for each award was determined by dividing $180,000 by $71.88, the closing price of our common stock as reported on the NYSE on the date of the award. The number shown also reflects dividend equivalents credited to outstanding RSUs. The RSUs will vest on May 15, 2024, and will be distributed at that time in shares of the Company’s common stock unless the director had previously elected to defer distribution of all or a portion of their annual RSU award until the end of Board service. Directors Fetter and Reese have made elections to defer distribution of 100% of their RSU award.

  7. DIRECTOR COMPENSATION TABLE—OUTSTANDING EQUITY

    | 2024 Proxy Statement | 29 |

  8. DIRECTOR NOMINEES

    DIRECTOR NOMINEES Ten individuals will be nominated for election as directors at the Annual Meeting. The terms of office for each elected director will run until the next annual meeting of shareholders and until their successor is elected and qualified, or until their earlier death, retirement, resignation or removal from office. In accordance with our Corporate Governance Guidelines, each director has submitted a contingent, irrevocable resignation that the Board may accept if the director fails to receive more votes “for” than “against” in an uncontested election. In that situation, the Nominating Committee (or another committee comprised of at least three non-management directors) would make a recommendation to the Board about whether to accept or reject the resignation. The Board, not including the subject director, will act on this recommendation within 90 days from the date of the Annual Meeting, and we will publicly disclose the Board's decision promptly thereafter. If for any reason a nominee should become unable to serve as a director, either the shares of common stock represented by valid proxies will be voted for the election of another individual nominated by the Board, or the Board will reduce the number of directors in order to eliminate the vacancy. The Nominating Committee believes that each director nominee has an established record of accomplishment in areas relevant to our business and objectives, and possesses the characteristics identified in our Corporate Governance Guidelines as essential to a well-functioning and deliberative governing body, including integrity, independence and commitment. Other experience, qualifications and skills the Nominating Committee looks for include the following:

  9. DIRECTOR NOMINEES

    | Experience / Qualification | Relevance to The Hartford | | Leadership | Experience in significant leadership positions provides us with new insights, and demonstrates key management disciplines that are relevant to the oversight of our business. | | Insurance and Financial Services Industries | Extensive experience in the insurance and financial services industries provides an understanding of the complex regulatory and financial environment in which we operate and is highly important to strategic planning and oversight of our business operations. | | Digital/Technology | Digital and technology expertise is important in light of the speed of digital progress and the development of disruptive technologies both in the insurance industry and more broadly. | | Corporate Governance | An understanding of organizations and governance supports management accountability, transparency and protection of shareholder interests. | | Risk Management | Risk management experience is critical in overseeing the risks we face today and those emerging risks that could present in the future. | | Finance and Accounting | Finance and accounting experience is important in understanding and reviewing our business operations, strategy and financial results. | | Business Operations and Strategic Planning | An understanding of business operations and processes, and experience making strategic decisions, are critical to the oversight of our business, including the assessment of our operating plan and business strategy. | | Regulatory | An understanding of laws and regulations is important because we operate in a highly regulated industry and we are directly affected by governmental actions. | | Human Capital Management | We place great importance on attracting and retaining superior talent, and motivating employees to achieve desired enterprise and individual performance objectives. |

  10. DIRECTOR NOMINEES

    The Nominating Committee believes that our current Board is a diverse group whose collective experiences and qualifications bring a variety of perspectives to the oversight of The Hartford. All of our directors hold, or have held, senior leadership positions in large, complex corporations and/or charitable and not-for-profit organizations. In these positions, they have demonstrated their leadership, intellectual and analytical skills and gained deep experience in core disciplines significant to their oversight responsibilities on our Board. Their roles in these organizations also permit them to offer senior management a diverse range of perspectives about the issues facing a complex financial services company like The Hartford. Key qualifications, skills and experience our independent directors bring to the Board that are important to the oversight of The Hartford are identified and described in the matrix and nominee biographies below:

  11. DIRECTOR NOMINEES

    | 2024 Proxy Statement | 31 |

  12. DIRECTOR NOMINEES

    | Independent Director: | Larry De Shon | Carlos Dominguez | Trevor Fetter | Donna James | Edmund Reese | Teresa Roseborough | Virginia Ruesterholz | Matthew Winter | Greig Woodring | | COMPETENCIES | | | | | | | | | | | Public Company CEO/ President Experience | ✓ | ✓ | ✓ | | | | ✓ | ✓ | ✓ | | CFO Experience/Finance and Accounting | ✓ | | ✓ | ✓ | ✓ | | | ✓ | ✓ | | Leadership Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Insurance Industry Experience | | | | ✓ | | ✓ | | ✓ | ✓ | | Financial Services Industry Experience | | | | ✓ | ✓ | ✓ | | ✓ | ✓ | | Digital/ Technology | ✓ | ✓ | | | ✓ | | ✓ | | | | Corporate Governance | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Risk Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Business Operations/ Strategic Planning | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Regulatory | | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Human Capital Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |

  13. DIRECTOR NOMINEES

    | | LARRY D. DE SHON INDEPENDENT | | | | Professional highlights: • Avis Budget Group, Inc. –President (2017-2019) –Chief Executive Officer and Chief Operating Officer (2016-2019) –President and Chief Operating Officer (Oct. 2015-Dec. 2015) –President, International (2011-Oct. 2015) –Executive Vice President, Operations (2006-2011) • UAL Corporation (parent of United Airlines) –Positions of increasing responsibility, including Senior Vice President positions in marketing, on-board service and global airport operations (1978-2006) | Director since: 2020 Age: 64 Committees: • Audit • FIRMCo (Chair) • Nominating Other public company directorships: • United Rentals, Inc. (2021-present) • Air New Zealand (2020-present) • Avis Budget Group, Inc. (2015-2019) | | Skills and qualifications relevant to The Hartford: | | | | As a former chief executive officer and director of Avis Budget Group, Mr. De Shon provides extensive leadership and corporate governance experience, deep operating skills and international expertise. He has successfully led organizations through times of disruption and global transformations, developed innovative solutions to strengthen his companies’ positions in the marketplace and modernized systems for better customer and employee experiences. At Avis Budget Group Mr. De Shon created the first end-to-end digital car rental experience, migrated the platform to the cloud, and built one of the largest connected car fleets in the world. In addition, he oversaw businesses in Europe, the Middle East, Africa, Asia, Australia and New Zealand. Prior to joining Avis, Mr. De Shon had a 28-year career with United Airlines, most recently leading an organization of 23,000 employees in 29 countries. | | |

  14. DIRECTOR NOMINEES

    | 32 | www.thehartford.com |

  15. DIRECTOR NOMINEES

    | | CARLOS DOMINGUEZ INDEPENDENT | | | | Professional highlights: • Sprinklr Inc. –Vice Chairman of the Board and Lead Evangelist (2020-2022) –President (2015-2020) –Chief Operating Officer (2015-2018) • Cisco Systems, Inc. –Senior Vice President, Office of the Chairman and Chief Executive Officer (2008-2015) –Senior Vice President, Worldwide Service Provider Operations (2004-2008) –Vice President, U.S. Network Services Provider Sales (1999-2004) –Positions of increasing responsibility in operations and sales (1992-1999) | Director since: 2018 Age: 65 Committees: • Compensation • FIRMCo • Nominating Other public company directorships: • PROS Holdings, Inc. (2020-present) • Medidata Solutions, Inc. (2008-2019) | | Skills and qualifications relevant to The Hartford: | | | | Mr. Dominguez has more than 30 years of enterprise technology experience. He provides extensive and relevant digital expertise as The Hartford focuses on data analytics and digital capabilities to continuously improve the way it operates and delivers value to customers. As President of Sprinklr Inc., Mr. Dominguez guided strategic direction and led the marketing, sales, services, and partnerships teams for a leading social media management company. Prior to joining Sprinklr, he spent seven years as a technology representative for the Chairman and CEO of Cisco Systems, Inc. In this role, Mr. Dominguez engaged with senior executives in the Fortune 500 and government leaders worldwide, sharing insights on how to leverage technology to enhance and transform their businesses. In addition, he led the creation and implementation of Cisco's Innovation Academy, which delivered innovation content to Cisco employees globally. | | |

  16. DIRECTOR NOMINEES

    | | TREVOR FETTER INDEPENDENT — LEAD DIRECTOR | | | | Professional highlights: • Senior Lecturer, Harvard Business School (Jan. 2019-present) • Tenet Healthcare Corporation –Chairman (2015-2017) –Chief Executive Officer (2003-2017) –President (2002-2017) • Chairman and Chief Executive Officer, Broadlane, Inc. (2000-2002) • Chief Financial Officer, Tenet Healthcare Corporation (1996-2000) | Director since: 2007 Age: 64 Committees: • Compensation • FIRMCo Other public company directorships: • None | | Skills and qualifications relevant to The Hartford: | | | | Mr. Fetter has nearly two decades of experience as chief executive officer of public and private companies. He has demonstrated his ability to lead the management, strategy and operations of complex organizations. As a Senior Lecturer at Harvard Business School, he teaches leadership and corporate accountability and financial reporting and control. He provides significant experience in corporate finance and financial reporting acquired through senior executive finance roles, including as a chief financial officer of a publicly traded company. He has experience navigating complex regulatory frameworks as the president and chief executive officer of a highly-regulated, publicly traded healthcare company. Since 2017, Mr. Fetter has served as The Hartford's lead director, providing strong independent Board leadership. He also has extensive corporate governance expertise from his service as director of large public companies, including four years as Chairman of the Board’s Nominating and Corporate Governance Committee. | | |

  17. DIRECTOR NOMINEES

    | 2024 Proxy Statement | 33 |

  18. DIRECTOR NOMINEES

    | | DONNA A. JAMES INDEPENDENT | | | | Professional highlights: • Lardon & Associates, LLC –President and Chief Executive Officer (2006-present) • Nationwide Mutual Insurance and Financial Services –President, Nationwide Strategic Investments (2003-2006) –Positions of increasing responsibility, including Executive Vice President – Chief Administrative Officer; Co-President Shared Services; Executive Vice President Human Resource; and Vice President Office of the Chief Executive Officer (1993-2003) | Director since: 2021 Age: 66 Committees: • Audit • FIRMCo • Nominating Other public company directorships: • Boston Scientific, Inc. (2015-2023) • Victoria's Secret (2021-present) • American Electric Power (2022-present) • L Brands, Inc. (2003-2021) | | Skills and qualifications relevant to The Hartford: | | | | Ms. James brings to the Board extensive insurance-industry experience in a range of functions, including accounting, investing, operations, treasury and human resources. She is president and CEO of Lardon & Associates, a business-advisory firm specializing in corporate governance, new business development, strategy, and financial and risk management. She had a 25-year career with Nationwide Mutual Insurance Company, culminating in the role of president of strategic investments. Before that, she held a variety of positions, including chief administrative officer, chief human resources officer, assistant to the CEO and director of operations and treasury services. Ms. James has significant corporate governance experience by virtue of her service on several major public company boards, including as audit committee chair. | | |

  19. DIRECTOR NOMINEES

    | | EDMUND REESE INDEPENDENT | | | | Professional highlights: • Broadridge Financial Solutions, Inc. – Chief Financial Officer (2020-present) • American Express Company – Chief Financial Officer, Global Consumer Services & Senior Vice President (2019-2020) – Positions of increasing responsibility in investor relations, consumer services, and finance (2009-2019) • Merrill Lynch & Co., Inc. –Client Coverage Group: US Advisory Director, Chief Financial Officer (2007-2009) –Positions of increasing responsibility in banking, investments, and finance (2005-2007) • Citigroup Smith Barney – Corporate Client Group/Stock Plan Services: Vice President & Chief Financial Officer (2003-2005) – Positions of increasing responsibility in strategy and finance (1998-2003) | Director since: 2022 Age: 49 Committees: • Audit • FIRMCo Other public company directorships: • None | | Skills and qualifications relevant to The Hartford: | | | | Mr. Reese is the chief financial officer for Broadridge Financial Solutions, Inc., a global fintech leader that helps clients transform their businesses with technology solutions that power trading, investor communications and corporate governance. Previously, he served as Chief Financial Officer and Senior Vice President of American Express Company’s Global Consumer Services division, where he played a key role in the success of the consumer business. His extensive senior leadership experience with several trusted and admired companies demonstrates his ability to lead the financial management of complex global organizations. He brings to the Board deep experience in areas relevant to our business, including investments, financial reporting, strategic planning, operations and product launches. | | |

  20. DIRECTOR NOMINEES

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  21. DIRECTOR NOMINEES

    | | TERESA WYNN ROSEBOROUGH INDEPENDENT | | | | Professional highlights: • Executive Vice President, General Counsel and Corporate Secretary, The Home Depot (2011-present) • Senior Chief Counsel Compliance & Litigation and Deputy General Counsel, MetLife, Inc. (2006-2011) • Partner, Sutherland, Asbill & Brennan LLP (1996-2006) • Deputy Assistant Attorney General, Office of Legal Counsel, U.S. Department of Justice (1994-1996) | Director since: 2015 Age: 65 Committees: • Compensation • FIRMCo • Nominating (Chair) Other public company directorships: • None | | Skills and qualifications relevant to The Hartford: | | | | Ms. Roseborough has over three decades of experience as a senior legal advisor in government, law firm and corporate settings. She has experience as a senior leader responsible for corporate compliance matters at major publicly traded companies and as an attorney focused on complex litigation matters, including before the U.S. Supreme Court. She provides extensive regulatory experience acquired as a government attorney providing legal counsel to the White House and all executive branch agencies, as well as corporate governance expertise from service as General Counsel and Corporate Secretary of a publicly-traded company. Ms. Roseborough also has in-depth knowledge of the financial services industry gained through senior legal positions at MetLife, Inc., a major provider of insurance and employee benefits. | | |

  22. DIRECTOR NOMINEES

    | | VIRGINIA P. RUESTERHOLZ INDEPENDENT | | | | Professional highlights: • Verizon Communications, Inc. –Executive Vice President (Jan. 2012-Jul. 2012) –President, Verizon Services Operations (2009-2011) –President, Verizon Telecom (2006-2008) –President, Verizon Partner Solutions (2005-2006) • Positions of increasing responsibility in operations, sales and customer service, New York Telephone (1984-2005) | Director since: 2013 Age: 62 Committees: • Compensation • FIRMCo • Nominating Other public company directorships: • Bed Bath & Beyond Inc. (2017-2022) • Frontier Communications Corporation (2013-2019) | | Skills and qualifications relevant to The Hartford: | | | | Ms. Ruesterholz has held a variety of senior executive positions, including as Executive Vice President at Verizon Communications and President of the former Verizon Services Operations. As a senior leader of a Fortune 100 company, she has held principal oversight responsibility for key strategic initiatives, navigated the regulatory landscape of large-scale operations, and led an organization with over 25,000 employees. Ms. Ruesterholz provides vast experience in large-scale operations, including sales and marketing, customer service, technology and risk management. Ms. Ruesterholz also brings to the Board substantial financial and strategic expertise acquired as president of various divisions within Verizon and is currently a Trustee of the Board of Stevens Institute of Technology where she served as Chairman of the Board from 2013-2018. | | |

  23. DIRECTOR NOMINEES

    | 2024 Proxy Statement | 35 |

  24. DIRECTOR NOMINEES

    | | CHRISTOPHER J. SWIFT — CHAIRMAN | | | | Professional highlights: • The Hartford Financial Services Group, Inc. –Chairman (2015-present) –Chief Executive Officer (2014-present) –Executive Vice President and Chief Financial Officer (2010-2014) • Vice President and Chief Financial Officer, Life and Retirement Services, American International Group, Inc. (2003-2010) • Partner, KPMG, LLP (1999-2003) • Executive Vice President, Conning Asset Management, General American Life Insurance Company (1997-1999) • KPMG, LLP –Partner (1993-1997) –Auditor (1983-1993) | Director since: 2014 Age: 63 Committees: • FIRMCo Other public company directorships: • Citizens Financial Group, Inc. (2021-present) | | Skills and qualifications relevant to The Hartford: | | | | Mr. Swift has over 30 years of experience in the financial services industry, with a focus on insurance. As Chairman and CEO of The Hartford, he brings to the Board unique insight and knowledge into the complexities of our businesses, relationships, competitive and financial positions, senior leadership and strategic opportunities and challenges. Mr. Swift leads the execution of our strategy, directs capital management actions and strategic investments, and oversees the continuous strengthening of the Company’s leadership pipeline. In his prior role as The Hartford's Chief Financial Officer, he led the team that developed the Company’s go-forward strategy. He is a certified public accountant with experience working at a leading international accounting firm, including serving as head of its Global Insurance Industry Practice. | | |

  25. DIRECTOR NOMINEES

    | | MATTHEW E. WINTER INDEPENDENT | | | | Professional highlights: • The Allstate Corporation –President (2015-2018) –President, Allstate Personal Lines (2013-2015) –President and Chief Executive Officer, Allstate Financial (2009-2012) • American International Group, Inc. –Vice Chairman (Apr. 2009-Oct. 2009) –President and CEO, of AIG American General (2006-2009) • Massachusetts Mutual Life Insurance Company –Executive Vice President (2002-2006) –Positions of increasing responsibility (1996-2002) | Director since: 2020 Age: 67 Committees: • Compensation (Chair) • FIRMCo Other public company directorships: • ADT Inc. (2018-present) • H&R Block, Inc. (2017-present) | | Skills and qualifications relevant to The Hartford: | | | | As President of The Allstate Corporation, Mr. Winter oversaw the complete range of Allstate’s P&C and life insurance products and was responsible for business operations, including field offices located across the U.S. and in Canada, and distribution through Allstate and independent agencies. He brings to the Board significant expertise in areas relevant to our business, including operations, distribution and risk management, gained from over 25 years as a senior leader in the insurance industry. Before joining Allstate, Mr. Winter held numerous senior executive positions at large insurance providers, including as vice chairman of American International Group, where he was responsible for a number of business units with global reach; and executive vice president at Massachusetts Mutual Life Insurance Company, where he led the company's domestic insurance businesses. In addition, he spent more than 12 years on active duty with the United States Army and also practiced law for several years before joining the insurance industry. | | |

  26. DIRECTOR NOMINEES

    | 36 | www.thehartford.com |

  27. DIRECTOR NOMINEES

    | | GREIG WOODRING INDEPENDENT | | | | Professional highlights: • Reinsurance Group of America –President and Chief Executive Officer (1993-2016) • General American Life Insurance Company –Executive Vice President (1992-1993) –Head of Reinsurance (1986-1992) –Positions of increasing responsibility (1979-1986) | Director since: 2017 Age: 72 Committees: • Audit (Chair) • FIRMCo Other public company directorships: • None | | Skills and qualifications relevant to The Hartford: | | | | Mr. Woodring brings significant and valuable insurance industry and leadership experience to the Board, demonstrated by his more than two decades leading Reinsurance Group of America, Incorporated (RGA), a leading life reinsurer with global operations. During his tenure, RGA grew to become one of the world’s leading life reinsurers, with offices in 26 countries and annual revenues of more than $10 billion. Mr. Woodring has demonstrated skills in areas that are relevant to the oversight of the company, including risk management, finance, and operational expertise. Mr. Woodring serves on the Executive Council of the International Insurance Society and is a fellow of the Society of Actuaries and a member of the American Academy of Actuaries. | | |

  28. DIRECTOR NOMINEES

    | 2024 Proxy Statement | 37 |

  29. THREE-YEAR PERFORMANCE

    | Compensation Component | Description | | Base Salary | • Fixed level of cash compensation based on market data, internal pay equity, experience, responsibility, expertise and performance | | Annual Incentive Plan | • Variable cash award based primarily on annual company operating performance against a predetermined financial target and achievement of individual performance goals aligned with the company's strategic priorities | | Long-Term Incentive Plan | • Variable awards granted based on individual performance and market data. • Designed to drive long-term performance, align senior executive interests with shareholders, and foster retention. • Award mix (50% performance shares and 50% stock options) rewards stock price performance, peer-relative shareholder returns (stock price and dividends) and operating performance. |

  30. THREE-YEAR PERFORMANCE

    | Target Pay Mix — CEO | | | | Salary 8% | Annual Incentive 22% | Long-Term Incentive 70% | | | Variable with Performance: 92% | |

  31. THREE-YEAR PERFORMANCE

    | Target Pay Mix — Other NEOs | | | | Salary 20% | Annual Incentive 30% | Long-Term Incentive 50% | | | Variable with Performance: 80% | |

  32. THREE-YEAR PERFORMANCE

    | 2023 Compensation Decisions | Rationale | | The Compensation Committee approved an AIP funding level of 117% of target. | Performance against the pre-established Compensation Core Earnings target produced a formulaic AIP funding level of 117% of target (page 47). The Compensation Committee undertook its qualitative review of performance and concluded that the formulaic AIP funding level appropriately reflected 2023 performance. Accordingly, no adjustments were made. | | The Compensation Committee certified a 2021-2023 performance share award payout at 200% of target. | The Company's average annual Compensation Core ROE during the performance period was 14.5%, resulting in a payout of 200% of target for the ROE component (50% of the award). The company's TSR during the period was at the 80th percentile of the performance peers, resulting in a 183% payout for the TSR component (50% of the award) (page 49). While the Company's strong performance against the financial metrics, combined with achievement of its diverse executive representation goals would have resulted in a total payout of 211% of target, the total payout is capped at 200% and the 2021-2023 performance share awards paid out at 200%. |

  33. THREE-YEAR PERFORMANCE

    | | Base Salary | | AIP Award | | LTI Award | | | Total Compensation | | | NEO | 2023 | Change from 2022 | 2023 | Change from 2022 | 2023 | | Change from 2022 | 2023 | Change from 2022 | | Christopher Swift | $1,200,000 | 0.0% | $3,861,000 | (13.0)% | | 10,500,000 | 5.0% | $15,561,000 | (0.5)% | | Beth Costello | $775,000 | 0.0% | $1,579,500 | (17.9)% | | 2,425,000 | (3.0)% | $4,779,500 | (8.1)% | | David Robinson | $650,000 | 0.0% | $994,500 | (16.0)% | | 1,800,000 | (10.0)% | $3,444,500 | (10.2)% | | Deepa Soni | $700,000 | 7.7% | $936,000 | (9.7)% | | 1,400,000 | 12.0% | $3,036,000 | 3.4% | | Amy Stepnowski | $600,000 | 9.1% | $1,287,000 | (13.0)% | | 1,100,000 | 10.0% | $2,987,000 | (1.4)% |

  34. THREE-YEAR PERFORMANCE

    | WHAT WE DO | | | ✓ | Compensation heavily weighted toward variable pay | | ✓ | Senior Executives generally receive the same benefits as other full-time employees | | ✓ | Double-trigger requirement for cash severance and equity vesting upon a change of control* | | ✓ | Cash severance upon a change of control not to exceed 2x base salary + bonus | | ✓ | Independent compensation consultant | | ✓ | Risk mitigation in plan design and annual review of compensation plans, policies and practices | | ✓ | Comprehensive claw-back policy (includes misconduct) | | ✓ | Prohibition on hedging, monetization, derivative and similar transactions with company securities | | ✓ | Prohibition on Senior Executives pledging company securities | | ✓ | Stock ownership guidelines for directors and Senior Executives | | ✓ | Periodic review of compensation peer groups | | ✓ | Competitive burn rate and dilution for equity program |

  35. THREE-YEAR PERFORMANCE

    * Double-trigger vesting for equity awards applies if the awards are assumed or replaced with substantially equivalent awards.

  36. THREE-YEAR PERFORMANCE

    | WHAT WE DON'T DO | | | û | No Senior Executive tax gross-ups for perquisites or excise taxes on severance payments | | û | No individual employment agreements | | û | No granting of stock options with an exercise price less than the fair market value of our common stock on the date of grant | | û | No re-pricing of stock options | | û | No buy-outs of underwater stock options | | û | No reload provisions in any stock option grant | | û | No payment of dividends or dividend equivalents on equity awards until vesting |

  37. Determination of AIP Funding Level

    Determination of AIP Funding Level At the beginning of the year, the Compensation Committee sets a “Compensation Core Earnings” target based on The Hartford’s operating plan, as well as the threshold performance level (80% of target), below which no AIP awards are earned, and the maximum funding level of 200% for performance significantly exceeding target (120% of target). The AIP curve reduces the slope for payouts in the range of +/-5% of target, which increases predictability and reduces volatility of payouts for performance in that range. The Compensation Committee selected core earnings because: •It currently believes core earnings best reflects annual operating performance; •Core earnings is a metric commonly used by investment analysts when evaluating annual performance; •Core earnings is a prevalent incentive plan metric among peers; and •All employees can impact core earnings. Certain adjustments are made to core earnings for compensation purposes to ensure employees are held accountable for operating decisions made that year, and are neither advantaged nor disadvantaged by the effect of certain external items that do not reflect operating year performance. At the beginning of the year, the Compensation Committee approves a definition of "Compensation Core Earnings." The definition lists adjustments that will be made to core earnings at year-end in order to arrive at Compensation Core Earnings, such as non-recurring tax benefits or charges, catastrophe losses above or below budget, and unusual or non-recurring items. The 2023 definition and a reconciliation from GAAP net income to Compensation Core Earnings are provided in Appendix A. To ensure a holistic review of performance, the Compensation Committee also considers a number of qualitative factors, including: quality of earnings, risk and compliance, peer-relative performance, expense management, and non-financial and strategic objectives. Informed by this qualitative review, the Compensation Committee may then adjust the formulaic funding up or down to arrive at an AIP funding level more commensurate with the Company’s performance.

  38. Determination of AIP Funding Level

    | The Compensation Committee believes retaining the flexibility to adjust the formulaic AIP funding is aligned with shareholders' interests because it allows the Compensation Committee to arrive at a final AIP funding level that best rewards holistic company performance and mitigates the risk inherent in a strictly formulaic approach. Using a strict formula may have unintended consequences due to events or market conditions unanticipated when goals are set, or may overemphasize short-term performance at the expense of long-term shareholder returns or undervalue achievements that are not yet evident in our financial performance. These factors are particularly relevant in the P&C insurance industry, where 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. Because of this industry dynamic, a substantial majority of our 2023 Corporate Peer Group (listed on page 56) include discretion in their annual award design. |

  39. Determination of AIP Funding Level

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  40. Determination of AIP Funding Level

    | | 2023 Compensation Core Earnings* | | 2023 AIP Funding Level: When setting the operating plan, which forms the basis for the Compensation Core Earnings target, management and the Board anticipated renewal written price increases in Commercial Lines, excluding workers' compensation, as well as strong retention and new business growth; fairly stable loss cost trends with some moderation in property severity; an acceleration in Personal Lines renewal written price for automobile in response to continued elevation of loss cost severity trends with an expectation to have exceeded loss costs by the fourth quarter of the year, while earned pricing in homeowners would exceed loss cost trends throughout the year; an improvement in group life loss ratios over prior year, as well as moderation of recent favorable incidence and recovery trends in group disability; and an approximate 50 basis point increase in investment yields, before tax, excluding limited partnerships and other alternative investments. | |

  41. Determination of AIP Funding Level

    * Denotes a non-GAAP financial measure. For definitions and reconciliations to the most directly comparable GAAP measure, see Appendix A. The 2023 AIP Compensation Core Earnings target was set at $2.56 billion, which was above the 2022 Compensation Core Earnings target of $2.24 billion. Actual Compensation Core Earnings for 2023 were $2.74 billion, which produced a formulaic AIP funding level of 117% of target, with above target performance primarily driven by strong top line growth in Commercial Lines and Group Benefits, favorable group disability results, net favorable P&C prior year reserve development primarily in workers' compensation, and net investment income exceeding plan due to higher interest rates and trading activity. These results were partially offset by elevated claim severity in Personal Lines automobile. In assessing overall performance and arriving at the 2023 AIP funding level, the Compensation Committee started with the formulaic AIP funding level and undertook a qualitative review focused on the factors described on the following page.

  42. Determination of AIP Funding Level

    | 2024 Proxy Statement | 47 |

  43. Determination of AIP Funding Level

    | FORMULAIC RESULTS | | | | | | COMPENSATION CORE EARNINGS PERFORMANCE AGAINST PRE-ESTABLISHED TARGET | | | | • Total adjustments to arrive at Compensation Core Earnings decreased core earnings as reported by $30 million, primarily driven by total catastrophe losses lower than plan, as well as certain unusual or non-recurring items (see Appendix A for a description of all adjustments). • Compensation Core Earnings against the pre-established target resulted in a formulaic AIP funding of 117% of target. | | | | | | | | | | QUALITATIVE REVIEW | | | | | | Composition of Earnings | | Strategic Initiatives | | •Premium growth ahead of plan in Personal Lines, Commercial Lines and Group Benefits •Group Benefits’ margin exceeded plan •Combined ratio for Commercial Lines was favorable to plan and the underlying combined ratio was in line with plan, while Personal Lines missed on both •Net investment income exceeded plan by $135 million, before tax, due primarily to higher interest rates and trading activity Importance: Understanding trends that drove earnings informs how the Compensation Committee thinks about holistic company performance | | •Progress towards fostering a diverse, equitable and inclusive workplace & talent maximization •Continued focus on digital capabilities resulting from ongoing investments to become an easier company to do business with and differentiate the customer experience ◦Ranked #1 for digital capabilities in Keynova Group’s 2023 Small Commercial Insurance ◦Improved customer/broker experiences with the expanded digital submission and quote capabilities with Application Programming Interfaces (API)’s for Midsize and Large Accounts ◦Named to Fortune’s 2023 List of America’s Most Innovative Companies Importance: Strategic initiatives position the Company for long term-growth and often represent significant successes in a given year, but such initiatives may not be reflected or may reflect negatively in the quantitative formula | | | | Peer-Relative Performance | | Risk and Compliance | | •Above-median book value per share growth and core earnings growth per share •Top quartile Core ROE •Above-median one-year TSR and top quartile three-year TSR Importance: Performance against the public companies within our 2023 Corporate Peer Group on key financial metrics and TSR is not captured in the quantitative formula but informs how the Compensation Committee thinks about holistic company performance | | •A top ranked insurance company in Just Capital and CNBC list of “JUST” companies in 2023 •Named one of the “World’s Most Ethical Companies” by Ethisphere Importance: Linked to strategy of attracting and retaining talent, as prospective employees are significantly more likely to work for a company that has a strong reputation of ethical conduct | | | | Strategic Expense Management | | | | •Total managed expenses, excluding AIP awards and variable Hartford Funds expenses were favorable by $9 million •Operational transformation and cost reduction plan ("Hartford Next") expense reductions were favorable by $11 million Importance: Managing expenses is critical to maintaining competitive pricing and freeing up resources for investments in the business | | | |

  44. Determination of AIP Funding Level

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  45. Determination of Individual NEO Awards

    Determination of Individual NEO Awards The AIP funding level multiplied by an individual’s target AIP opportunity produces an initial AIP award, which the Committee may adjust based on individual performance. In light of his responsibility for overall company performance, the CEO's AIP award has equaled the AIP funding level, without further adjustment, every year since he assumed the position in 2014. For awards granted to the NEOs in February 2024 for 2023 performance under the AIP, see 2023 Named Executive Officer's Compensation and Performance beginning on page 53. 3. LONG-TERM INCENTIVE AWARDS Long-term incentive ("LTI") awards are designed to drive long-term performance and encourage share ownership among Senior Executives, aligning their interests with those of shareholders. LTI awards are granted on an annual basis following an assessment of individual performance and market data. 2023 LTI awards for Senior Executives consist of performance shares (50% of the award value) and stock options (50% of the award value). This LTI mix rewards stock price performance, peer-relative shareholder returns (stock price and dividends) and operating performance.

  46. 2023-2025 Performance Shares (50% of LTI Award)

    2023-2025 Performance Shares (50% of LTI Award) Performance shares are designed to reward and retain Senior Executives by allowing them to earn shares of our common stock based on predetermined performance criteria. Performance shares have a three-year performance period, and are settled in shares of common stock ranging from 0% to 200% of the number of performance shares granted depending upon the performance achieved on the following metrics:

  47. 2023-2025 Performance Shares (50% of LTI Award)

    | Performance Metric | Rationale | | Compensation Core ROE (50% weighting) | Strategic measure that drives shareholder value creation | | Peer-relative TSR (50% weighting) | Measure of our performance against peers that are competing investment choices in the capital markets |

  48. 2023-2025 Performance Shares (50% of LTI Award)

    Compensation Core ROE: For 50% of the performance share award, payouts at the end of the performance period, if any, will depend upon achieving a target average annual ROE over a three-year measurement period, as adjusted for compensation purposes. Because of the adjustments made for compensation purposes, Compensation Core ROE will differ from both the net income ROE and Core Earnings ROE provided in our financial statements. The Compensation Committee's definition of Compensation Core ROE for 2023 performance share awards is provided in Appendix A.

  49. 2023-2025 Performance Shares (50% of LTI Award)

    | In January 2023, the Compensation Committee set the target for 2023-2025 performance share awards at an average annual Compensation Core ROE for 2023, 2024, and 2025 of 15.3%, as reflected in the 2023-2025 operating plan. As illustrated in the graph at right, the Compensation Committee also set a threshold performance level (80% of target), below which no payout for the ROE component of awards is received, and a maximum payout for the ROE component of 200% for performance significantly exceeding target (120% of target). | 2023-2025 Compensation Core ROE* | | | |

  50. 2023-2025 Performance Shares (50% of LTI Award)

    * Denotes a non-GAAP financial measure. For definitions and reconciliations to the most directly comparable GAAP measure, see Appendix A. Peer-Relative TSR: For 50% of the performance share award, payouts, if any, will be based on company TSR performance at the end of the three-year performance period relative to a Performance Peer Group. The current Performance Peer Group represents 15 industry specific public companies against which we benchmark performance for compensation purposes. While there is some overlap, the Performance Peer Group is distinct from the Corporate Peer Group described on page 56, which includes mutual companies where financial data is not publicly available, as well as companies that compete with us for talent. The Compensation Committee believes that the Performance Peer Group should be limited to publicly traded companies that offer similar products and services and are competing investment choices in capital markets. The Compensation Committee reviews the composition of the Performance Peer Group annually and did not make any changes to this group for 2023 performance share awards.

  51. 2023-2025 Performance Shares (50% of LTI Award)

    | 2024 Proxy Statement | 49 |

  52. 2023-2025 Performance Shares (50% of LTI Award)

    For each company in the Performance Peer Group, TSR will be measured using a 20-day stock price average at the beginning and the end of the performance period in order to smooth out any volatility. In response to shareholder feedback in prior years, the TSR payout curve for performance share awards targets above-median performance. There is no payout for performance below the 30th percentile; 35% payout for performance at the 30th percentile; target payout for performance at the 55th percentile; and 200% payout for performance at the 85th percentile.

  53. 2023-2025 Performance Shares (50% of LTI Award)

    | 2023 Performance Peer Group(1) | Three-Year Relative TSR Ranking | | Allstate Corp. | | | American Financial Group, Inc. | | | Berkley (W. R.) Corp. | | | Chubb Limited | | | Cincinnati Financial Corp. | | | CNA Financial Corp. | | | Everest Re Group, Ltd. | | | Hanover Insurance Group, Inc. | | | Markel Corporation | | | Mercury General Corp. | | | MetLife, Inc. | | | Old Republic International Corp. | | | Progressive Corp. | | | Travelers Companies, Inc. | | | Unum Group | |

  54. 2023-2025 Performance Shares (50% of LTI Award)

    (1) While the peer group approved by the Compensation Committee consisted of 16 companies, Berkshire Hathaway subsequently acquired Alleghany Corp., resulting in a 2023 performance peer group of 15 companies.

  55. Stock Options (50% of LTI Awards)

    Stock Options (50% of LTI Awards) The use of stock options directly aligns the interests of our Senior Executives with those of shareholders because options only have value if the price of our common stock on the exercise date exceeds the stock price on the grant date. The stock options are granted at fair market value, vest in three equal installments over three years, and have a 10-year term.

  56. Certification of 2021-2023 Performance Share Awards

    Certification of 2021-2023 Performance Share Awards

  57. Award Design

    | If, as of December 31, 2023: | Performance Share Modifier* | | Miss both goals | (10)% | | Achieve one goal | no adjustment | | Achieve both goals | +10% |

  58. Award Payout

    Award Payout These performance shares vested as of December 31, 2023, the end of the three-year performance period, and the Compensation Committee certified a payout at 200% of target on February 20, 2024 based on the following results: •The average of the Company's Compensation Core ROE for each year of the measurement period was 14.5%, resulting in achievement of 200% of target for the Compensation Core ROE component, or 50% of the awards. •The Company’s TSR during the performance period was at the 80th percentile ranking, resulting in the achievement of 183% of target for the TSR component, or 50% of the awards. •As of December 31, 2023, representation of women and People of Color among the Company's executive ranks was 38% and 16%, respectively, triggering a 10% increase (x 1.10) as a result of the modifier. •When combined, performance against the financial metrics (the Compensation Core ROE and TSR components of the awards) resulted in a 192% initial result which, when multiplied by 1.10, results in 211%. •However, the performance share awards are designed to cap payouts at 200%, and as a result the final payout for the 2021-2023 performance share awards was reduced from 211% to 200%. Diversity, equity and inclusion continues to be a priority for senior leadership, and our Company remains committed to being an insurance industry leader, with a diverse workforce and an equitable and inclusive workplace, enabling us to attract, retain and leverage top talent to meet our business goals. As part of its regular review of the Company's diversity, equity and inclusion strategy and initiatives, management recommended, and the Compensation Committee agreed, to discontinue the use of the modifier in connection with the 2024 and 2027 performance share awards, while retaining the Company’s aspirational 2030 executive representation goals. A number of factors, including the success of the Company's DEI unit plan approach, contributed to this conclusion. Through the unit plan process, which is overseen by the Company's Human Resources function, we enable our leaders to model and foster a commitment to DEI, and to make progress against those DEI goals, within established legal and other parameters. Each business and functional area creates and implements DEI plans with specific initiatives, consistent with equal employment opportunity principles. This enables the Company’s units to customize its DEI focus while still ensuring that all employment decisions are made based on merit and without regard to protected traits, like race and gender. Leaders meet with the CEO throughout the year to review progress against those goals and this progress is reviewed as part of a broad annual performance assessment process. We also continue to invest in and accelerate a wide range of strategies to attract, retain and develop talent that's demographically underrepresented in the insurance industry, including initiatives to improve the representation of women and people of color. Examples include widening our recruiting pools for applicants, and working to mitigate any bias that may exist in our talent systems, and educating our leaders on how to lead inclusively. We are committed to ethical conduct and a bias-free workplace for all employees as we build, enhance and sustain an inclusive culture. EXECUTIVE BENEFITS AND PERQUISITES Senior Executives are eligible for the same benefits as full-time employees generally, including health, life insurance, disability and retirement benefits. Non-qualified savings and retirement plans, including those that have been frozen, provide benefits that would otherwise be provided but for the Internal Revenue Code limits that apply to tax-qualified benefit plans. We provide certain additional perquisites to Senior Executives, including reimbursement of costs for annual physicals and associated travel, certain relocation benefits when a move is required, and occasional use of tickets for sporting and special events previously acquired by the Company when no other business use has been arranged and there is no incremental cost to the Company. The CEO also has the use of a company car and driver to allow for greater efficiency while commuting. We own a fractional interest in a corporate aircraft to allow Senior Executives to safely and efficiently travel for business purposes. The corporate aircraft enables Senior Executives to use travel time productively by providing a confidential environment in which to conduct business and eliminating the schedule constraints imposed by commercial airline service. The CEO is permitted personal use of corporate aircraft to minimize time spent on personal travel and to increase the time available for business purposes. Corporate aircraft also enables the CEO to work more productively while traveling for time-sensitive personal matters. Our aircraft usage policy otherwise prohibits personal travel via corporate aircraft by Senior Executives except in extraordinary circumstances. There was no personal use by Senior Executives due to extraordinary circumstances in 2023. From time to time, a Senior Executive’s expenses for a purpose deemed important to the business may not be considered “directly and integrally related” to the performance of the Senior Executive’s duties as required by applicable SEC rules. These expenses are considered perquisites for disclosure purposes. Examples of such expenses may include attendance at conferences, seminars or award ceremonies, as well as attendance of a Senior Executive’s spouse or guest at business events or dinners where spousal or guest attendance is expected.

  59. Award Payout

    | 2024 Proxy Statement | 51 |

  60. Award Payout

    Whenever required to do so under Internal Revenue Service regulations, we attribute income to Senior Executives for perquisites and the Senior Executive is responsible for the associated tax obligation.

  61. Award Payout

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  62. 2023 Performance

    | 2023 Compensation Decisions | | • Salary. $1,200,000, unchanged from 2022. | | • AIP Award. Target of $3,300,000, an increase of 10% from 2022. The Compensation Committee approved a 2023 AIP award of $3,861,000 (117% of target), which was equal to the company AIP funding level of 117% for 2023. | | • LTI Award. In February 2023, the Compensation Committee granted him an LTI award of $10,500,000, an increase of 5.0% from the previous year, in the form of 50% stock options and 50% performance shares. |

  63. 2023 Performance

    | 2023 Compensation Decisions | | • Salary. $775,000, unchanged from 2022. | | • AIP Award. Target of $1,350,000, an increase of 4% from 2022. For 2023, the Compensation Committee approved an AIP award of $1,579,500 (117% of target), which was equal to the Company AIP funding level of 117% for 2023. | | • LTI Award. In February 2023, the Compensation Committee granted her an LTI award of $2,425,000, a decrease of 3% from the previous year, in the form of 50% stock options and 50% performance shares. |

  64. 2023 Performance

    | 2023 Compensation Decisions | | • Salary. $650,000, unchanged from 2022. | | • AIP Award. Target of $850,000, an increase of 6% from 2022. For 2023, the Compensation Committee approved an AIP award of $994,500 (117% of target), which was equal to the Company AIP funding level of 117% for 2023. | | • LTI Award. In February 2023, the Compensation Committee granted him an LTI award of $1,800,000, a decrease of 10.0% of from the previous year, in the form of 50% stock options and 50% performance shares. |

  65. 2023 Performance

    | 2023 Compensation Decisions | | • Salary. $700,000, a 7.7% increase from 2022. | | • AIP Award. Target of $800,000, an increase of 14% from 2022. For 2023, the Compensation Committee approved an AIP award of $936,000 (117% of target), which was equal to the Company AIP funding level of 117% for 2023. | | • LTI Award. In February 2023, the Compensation Committee granted her an LTI award of $1,400,000, an increase of 12.0% from the previous year, in the form of 50% stock options and 50% performance shares. |

  66. 2023 Performance

    | 2023 Compensation Decisions | | • Salary. $600,000, a 9.1% increase from 2022. | | • AIP Award. Target of $1,100,000, an increase of 10% from 2022. For 2023, the Compensation Committee approved an AIP award of $1,287,000 (117% of target), which was equal to the Company AIP funding level of 117% for 2023. | | • LTI Award. In February 2023, the Compensation Committee granted her an LTI award of $1,100,000, an increase of 10.0% from the previous year, in the form of 50% stock options and 50% performance shares. |

  67. PROCESS FOR DETERMINING SENIOR EXECUTIVE COMPENSATION (INCLUDING NEOs)

    PROCESS FOR DETERMINING SENIOR EXECUTIVE COMPENSATION (INCLUDING NEOs) COMPENSATION COMMITTEE The Compensation Committee is responsible for reviewing the performance of and approving compensation awarded to those executives who either report to the CEO or who are subject to the filing requirements of Section 16 of the Exchange Act (other than the CEO). The Compensation Committee also evaluates the CEO’s performance and recommends his compensation for approval by the independent directors. With this input from the Compensation Committee, the independent directors review the CEO’s performance and determine his compensation level in the context of the established goals and objectives for the enterprise and his individual performance. The Compensation Committee and the independent directors typically review performance and approve annual incentive awards for the prior fiscal year at their February meeting, along with annual LTI awards and any changes to base salary and target bonus. To assist in this process, the Compensation Committee, with the support of its consultant, reviews market and historical compensation information for each NEO to understand how each element of compensation relates to other elements and to the compensation package as a whole, including outstanding equity awards.

  68. PROCESS FOR DETERMINING SENIOR EXECUTIVE COMPENSATION (INCLUDING NEOs)

    | Highlights of Annual Compensation Design, Payout and Performance Goal-Setting Process | | December to January | | • Review feedback from Fall shareholder engagement | | • Approve design of AIP and LTI programs for the upcoming year, including updates to Performance and Corporate Peer Groups | | • Determine enterprise AIP funding based on the previous year's actual performance against the pre-established Compensation Core Earnings target and a review of qualitative factors | | • Review Senior Executive stock ownership | | February | | • Review Senior Executive performance for previous year and determine individual AIP awards | | • Establish AIP and LTI performance targets based on the Company's approved operating plan | | • Review and approve current year total compensation recommendations for Senior Executives, including salary, AIP targets and LTI awards | | • Establish Senior Executive leadership goals and objectives for the current year | | May to July | | • Review Say-on-Pay voting results and recommendations of proxy advisory firms | | • Review results of the company's pay equity analysis | | • Review talent succession planning, workforce diversity and the Company’s diversity programs | | September | | • Review Enterprise Risk Management's annual compensation risk assessment | | • Review AIP and LTI program design for the coming year | | • Receive independent consultant's annual report on executive compensation trends and regulatory trends | | • Review executive perquisites | | Ongoing | | • Monitor the company's year-to-date performance in relation to targets | | • Review and consider compensation plans, policies and practices in light of company performance, strategy, shareholder feedback and best practices | | • Periodic review of the Company’s key talent and employee engagement measures (e.g., attrition, hiring, promotion, employee engagement and representation data) |

  69. 2023 Corporate Peer Group

    2023 Corporate Peer Group The Compensation Committee reviews the peer group used for compensation benchmarking (the "Corporate Peer Group") periodically or upon a significant change in business conditions for the Company or its peers. As part of its review, the Compensation Committee considers many factors, including market capitalization, revenues, assets, lines of business and sources and destinations of talent. For this reason, the Corporate Peer Group differs from the Performance Peer Group described earlier for purposes of the TSR performance measure applicable to performance shares. The Compensation Committee did not make any changes to the Corporate Peer Group in 2023. Data in millions – as of 12/31/2023(1)

  70. 2023 Corporate Peer Group

    | Company Name(2) | Revenues | Assets | Market Cap | | Allstate Corp. | $57,090 | $103,362 | $36,631 | | American International Group, Inc. | $46,683 | $539,306 | $47,563 | | Berkley (W. R.) Corp. | $12,143 | $37,202 | $18,237 | | Chubb Ltd. | $50,121 | $228,861 | $92,206 | | Cincinnati Financial Corp. | $10,013 | $32,769 | $16,234 | | CNA Financial Corp. | $13,299 | $64,711 | $11,461 | | Hanover Insurance Group, Inc. | $5,994 | $14,613 | $4,342 | | Lincoln National Corp. | $11,645 | $372,413 | $4,576 | | MetLife Inc. | $66,905 | $687,584 | $48,949 | | Principal Financial Group Inc. | $13,666 | $305,047 | $18,756 | | Progressive Corp. | $62,082 | $88,691 | $93,173 | | Travelers Companies Inc. | $41,364 | $125,978 | $43,508 | | Unum Group | $12,386 | $63,255 | $8,820 | | Voya Financial Inc. | $7,348 | $157,085 | $7,622 | | 25TH PERCENTILE | $11,769 | $63,619 | $9,480 | | MEDIAN | $13,482 | $114,670 | $18,496 | | 75TH PERCENTILE | $49,262 | $286,000 | $46,549 | | THE HARTFORD | $24,527 | $76,780 | $24,176 | | PERCENT RANK | 57% | 35% | 56% |

  71. 2023 Corporate Peer Group

    (1)Data provided by S&P Global Market Intelligence. The amounts shown in the “Revenues” column reflect adjustments by S&P Global Market Intelligence to facilitate comparability across companies. (2)An additional four non-public companies are included in the Corporate Peer Group as they submit data to relevant compensation surveys utilized in determining appropriate pay levels for Senior Executives: Liberty Mutual, MassMutual, Nationwide Financial, and State Farm.

  72. 2023 Corporate Peer Group

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  73. Use of Corporate Peer Group Compensation Data

    Use of Corporate Peer Group Compensation Data When evaluating and determining individual pay levels, the Compensation Committee periodically reviews compensation data prepared by third parties showing the 25th, 50th and 75th percentiles of various pay elements for the companies listed above. As noted previously, the Compensation Committee does not target a specific market position in pay. The Compensation Committee also reviews general industry survey data published by third parties as a general indicator of relevant market conditions and pay practices, including perquisites. Neither the Compensation Committee nor management has any input into companies included in these general industry or financial services company surveys.

  74. COMPENSATION POLICIES AND PRACTICES

    | Feature | Rationale | | Pay Mix | •A mix of fixed and variable, annual and long-term, and cash and equity compensation encourages strategies and actions that are in the company’s long-term best interests •Long-term compensation awards and overlapping vesting periods encourage executives to focus on sustained company results and stock price appreciation | | Performance Metrics | •Incentive awards based on a variety of performance metrics diversify the risk associated with any single indicator of performance | | Equity Incentives | •Stock ownership guidelines align executive and shareholder interests •Equity grants are made only during a trading window following the release of financial results •No reload provisions are included in any stock option awards | | Plan Design | •Incentive plans are not overly leveraged, cap the maximum payout, and include design features intended to balance pay for performance with an appropriate level of risk-taking •Our equity incentive plans do not allow: ◦Stock options with an exercise price less than the fair market value of our common stock on the grant date; ◦Re-pricing (reduction in exercise price) of stock options without shareholder approval; or ◦Single trigger vesting of awards upon a Change of Control if awards are assumed or replaced with substantially equivalent awards | | Recoupment | •As described above, we have a comprehensive clawback policy, that requires the Company to recover incentive compensation in the event of an accounting restatement, and permits recovery for employee misconduct |

  75. COMPENSATION POLICIES AND PRACTICES

    HEDGING AND PLEDGING COMPANY SECURITIES We have robust policies prohibiting our employees and directors from engaging in hedging, monetization, derivative, speculative and similar transactions involving company securities. In addition, Directors and Senior Executives are prohibited from holding stock in a margin account or pledging stock as collateral for a loan. POTENTIAL SEVERANCE AND CHANGE OF CONTROL PAYMENTS The Company does not have individual employment agreements. NEOs are covered under a severance pay plan that provides severance in a lump sum equal to two times the sum of annual base salary plus target bonus*, whether severance occurs before or after a change of control (no gross-up is provided for any change of control excise taxes that might apply). As a condition to receiving severance, Senior Executives must agree to restrictive covenants covering such items as non-competition, non-solicitation of business and employees, non-disclosure and non-disparagement. The Company maintains change of control benefits to ensure continuity of management and to permit executives to focus on their responsibilities without undue distraction related to concerns about personal financial security if the Company is confronted with a contest for control. These benefits are also designed to ensure that in any such contest, management is not influenced by events that could occur following a change of control. The 2020 Stock Incentive Plan provides for “double trigger” vesting on a change of control. If an NEO terminates employment for “Good Reason” or their employment is terminated without “Cause” (see definitions on page 70) within two years following a Change of Control (as defined in the plan), then any awards that were assumed or replaced with substantially equivalent awards vest. If the awards were not assumed or replaced with substantially equivalent awards, the awards vest immediately upon the Change of Control. *If Ms. Soni or Ms. Stepnowski are involuntarily terminated, other than for Cause, they would receive twelve months of annual base salary plus an additional month of annual base salary for every year of service, up to a maximum of twenty-four months of annual base salary.

  76. EFFECT OF TAX AND ACCOUNTING CONSIDERATIONS ON COMPENSATION DESIGN

    EFFECT OF TAX AND ACCOUNTING CONSIDERATIONS ON COMPENSATION DESIGN In designing our compensation programs, we consider the tax and accounting impact of our decisions. In doing so, we strive to strike a balance between designing appropriate and competitive compensation programs for our executives, maximizing the deductibility of such compensation, and, to the extent reasonably possible, avoiding adverse accounting effects and ensuring that any accounting consequences are appropriately reflected in our financial statements. Tax considerations are factored into the design of our compensation programs, including compliance with the requirements of Section 409A of the Internal Revenue Code, which can impose additional taxes on participants in certain arrangements involving deferred compensation, and Sections 280G and 4999 of the Internal Revenue Code, which affect the deductibility of, and impose certain additional excise taxes on, certain payments that are made upon or in connection with a change of control.

  77. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The table below reflects total compensation paid to or earned by each NEO.

  78. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Christopher Swift Chairman and Chief Executive Officer | 2023 | 1,200,000 | — | 5,747,175 | 5,250,000 | 3,861,000 | 37,310 | 312,765 | 16,408,250 | | | 2022 | 1,187,500 | — | 5,153,500 | 5,000,000 | 4,440,000 | — | 305,469 | 16,086,469 | | | 2021 | 1,150,000 | — | 5,001,475 | 4,625,000 | 4,740,000 | 8,184 | 299,689 | 15,824,348 | | Beth Costello Executive Vice President and Chief Financial Officer | 2023 | 775,000 | — | 1,327,324 | 1,212,500 | 1,579,500 | 43,481 | 53,154 | 4,990,959 | | | 2022 | 762,500 | — | 1,288,375 | 1,250,000 | 1,924,000 | — | 66,100 | 5,290,975 | | | 2021 | 725,000 | — | 1,081,400 | 1,000,000 | 2,054,000 | — | 65,800 | 4,926,200 | | David Robinson Executive Vice President and General Counsel | 2023 | 650,000 | — | 985,230 | 900,000 | 994,500 | 26,908 | 53,300 | 3,609,938 | | | 2022 | 637,500 | — | 1,030,700 | 1,000,000 | 1,184,000 | — | 66,100 | 3,918,300 | | | 2021 | 600,000 | — | 784,015 | 725,000 | 1,224,500 | 1,489 | 65,800 | 3,400,804 | | Deepa Soni* Executive Vice President, Head of Operations, Technology, Data & Analytics | 2023 | 687,500 | — | 766,290 | 700,000 | 936,000 | — | 57,733 | 3,147,523 | | | 2022 | 637,500 | — | 644,188 | 625,000 | 1,036,000 | — | 57,900 | 3,000,588 | | | 2021 | NA | NA | NA | NA | NA | NA | NA | NA | | Amy Stepnowski Executive Vice President and Chief Investment Officer; President of HIMCO | 2023 | 587,500 | — | 602,085 | 550,000 | 1,287,000 | 13,711 | 52,800 | 3,093,096 | | | 2022 | 525,000 | — | 515,350 | 500,000 | 1,480,000 | — | 66,100 | 3,086,450 | | | 2021 | 437,500 | — | 459,595 | 425,000 | 1,343,000 | — | 65,800 | 2,730,895 |

  79. SUMMARY COMPENSATION TABLE

    *Ms. Soni was not an NEO prior to 2022. (1)This column reflects the aggregate grant date fair value of performance shares calculated in accordance with FASB ASC Topic 718 for the fiscal years ended December 31, 2023, 2022 and 2021. Detail on the 2023 grants, which were made under The Hartford 2020 Stock Incentive Plan, is provided in the Grants of Plan Based Awards Table on page 62. The amounts in this column are not reduced for estimated forfeiture rates during the applicable vesting periods. Other assumptions used in the calculation of these amounts are included in footnote 20 of the Company's Annual Report on Form 10-K for 2023, footnote 19 of the Company's Annual Reports on Form 10-K for 2022, and footnote 20 of the Company's Annual Reports on Form 10-K for 2021. To determine the fair value of the 2023 performance share award under FASB ASC Topic 718, the market value on the grant date is adjusted to reflect the probable outcome of the performance condition(s) consistent with the estimated aggregate compensation cost to be recognized over the service period, determined as of the grant date. These adjustments result in a value under FASB ASC Topic 718 that is 109.47% of the market value on the grant date. The number of shares payable under these awards will be based on the actual results as compared to pre-established performance conditions and can range from 0-200% of the target award. The value* of performance shares assuming the highest possible outcome of the performance conditions determined at the time of grant (200% of the target award) would in total be:

  80. SUMMARY COMPENSATION TABLE

    | NEO | 2023 Performance Shares ($) (February 28, 2023 grant date) | 2022 Performance Shares ($) (February 23, 2022 grant date) | 2021 Performance Shares ($) (February 23, 2021 grant date) | | C. Swift | 10,500,000 | 10,000,000 | 9,250,000 | | B. Costello | 2,425,000 | 2,500,000 | 2,000,000 | | D. Robinson | 1,800,000 | 2,000,000 | 1,450,000 | | D. Soni | 1,400,000 | 1,250,000 | N/A | | A. Stepnowski | 1,100,000 | 1,000,000 | 850,000 |

  81. SUMMARY COMPENSATION TABLE

    *Does not include the value of any dividend equivalents credited on the performance shares during the performance period. Under the 2020 Stock Incentive Plan, no more than 3,000,000 shares in the aggregate can be granted to an individual employee with respect to any awards in a single calendar year, except in the event of a new hire or promotion. (2)This column reflects the aggregate grant date fair value for the fiscal years ended December 31, 2023, 2022 and 2021 calculated in accordance with FASB ASC Topic 718. The amounts in this column are not reduced for estimated forfeitures during the applicable vesting periods. Other assumptions used in the calculation of these amounts are included in footnote 20

  82. SUMMARY COMPENSATION TABLE

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  83. SUMMARY COMPENSATION TABLE

    of the Company's Annual Report on Form 10-K for 2023, footnote 19 of the Company's Annual Report on Form 10-K for 2022, and in footnote 20 of the Company's Annual Report on Form 10-K for 2021. (3)This column reflects cash AIP awards paid for the respective years. (4)This column reflects the actuarial increase, if any, in the present value of the accumulated benefits of the NEOs under all pension plans established by the Company (these plans were frozen as of December 31, 2012 and no longer accrue benefits, other than interest on cash balance benefits). The amounts were calculated using discount rate and form of payment assumptions consistent with those used in the Company’s GAAP financial statements. Actuarial assumptions for 2023 are described in further detail in footnote 2 of the Pension Benefits Table on page 65. Having joined the Company after December 31, 2012, when these plans were frozen, Ms. Soni does not have a benefit under either pension plan. (5)This column reflects amounts detailed in the Summary Compensation Table—All Other Compensation. Summary Compensation Table - All Other Compensation This table provides more details on the amounts presented in the “All Other Compensation” column in the Summary Compensation Table on page 60 for the NEOs.

  84. SUMMARY COMPENSATION TABLE

    | Name | Year | Perquisites ($)(1) | Contributions or Other Allocations to Defined Contribution Plans ($)(2) | Total ($) | | Christopher Swift | 2023 | 247,465 | 65,300 | 312,765 | | Beth Costello | 2023 | — | 53,154 | 53,154 | | David Robinson | 2023 | — | 53,300 | 53,300 | | Deepa Soni | 2023 | — | 57,733 | 57,733 | | Amy Stepnowski | 2023 | — | 52,800 | 52,800 |

  85. SUMMARY COMPENSATION TABLE

    (1)As permitted by SEC rules, we have included the perquisites and other personal benefits that we provided in 2023 where the aggregate amount of such compensation to an NEO exceeds $10,000. Perquisite amounts for Mr. Swift include personal use of corporate aircraft not requiring reimbursement to the Company ($228,508), commuting costs, expenses related to an executive physical, and expenses associated with his spouse's attendance at business functions. (2)This column represents company contributions under the Company’s tax-qualified 401(k) plan (The Hartford Investment and Savings Plan) and The Hartford Excess Savings Plan (the “Excess Savings Plan”), a non-qualified plan established to “mirror” the qualified plan to facilitate deferral of amounts that cannot be deferred under the 401(k) plan due to Internal Revenue Code limits. Additional information can be found under the “Excess Savings Plan” section of the Non-Qualified Deferred Compensation Table beginning on page 65.

  86. SUMMARY COMPENSATION TABLE

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  87. GRANTS OF PLAN BASED AWARDS TABLE

    GRANTS OF PLAN BASED AWARDS TABLE This table discloses information about equity awards granted to the NEOs in 2023 pursuant to the 2020 Stock Incentive Plan. The table also discloses potential payouts under the AIP. Actual AIP payouts are reported in the Summary Compensation Table on page 60 under the heading “Non-Equity Incentive Plan Compensation.” Equity awards have been rounded to the nearest whole share or option.

  88. GRANTS OF PLAN BASED AWARDS TABLE

    | Name | Plan | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | 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) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | C. Swift | 2023 AIP | | 1,155,000 | 3,300,000 | 9,900,000 | | | | | | | | | | Stock Options | 2/28/2023 | | | | | | | | 248,933 | 78.28 | 5,250,000 | | | Performance Shares | 2/28/2023 | | | | 11,737 | 67,067 | 134,134 | | | | 5,747,175 | | B. Costello | 2023 AIP | | 472,500 | 1,350,000 | 4,050,000 | | | | | | | | | | Stock Options | 2/28/2023 | | | | | | | | 57,492 | 78.28 | 1,212,500 | | | Performance Shares | 2/28/2023 | | | | 2,711 | 15,489 | 30,979 | | | | 1,327,324 | | D. Robinson | 2023 AIP | | 297,500 | 850,000 | 2,550,000 | | | | | | | | | | Stock Options | 2/28/2023 | | | | | | | | 42,674 | 78.28 | 900,000 | | | Performance Shares | 2/28/2023 | | | | 2,012 | 11,497 | 22,994 | | | | 985,230 | | D. Soni | 2023 AIP | | 280,000 | 800,000 | 2,400,000 | | | | | | | | | | Stock Options | 2/28/2023 | | | | | | | | 33,191 | 78.28 | 700,000 | | | Performance Shares | 2/28/2023 | | | | 1,565 | 8,942 | 17,885 | | | | 766,290 | | A. Stepnowski | 2023 AIP | | 385,000 | 1,100,000 | 3,300,000 | | | | | | | | | | Stock Options | 2/28/2023 | | | | | | | | 26,079 | 78.28 | 550,000 | | | Performance Shares | 2/28/2023 | | | | 1,230 | 7,026 | 14,052 | | | | 602,085 |

  89. GRANTS OF PLAN BASED AWARDS TABLE

    (1)The “Threshold” column shows the payout amount for achieving the minimum level of performance for which an amount is payable under the AIP at 35% of target (no amount is payable if this level of performance is not reached). The “Maximum” column shows the maximum amount payable at 300% of target (the maximum amount payable for an individual AIP award). The actual 2023 AIP award for each NEO is reported in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table. (2)The performance shares granted on February 28, 2023 vest on December 31, 2025, the end of the three year performance period. The vesting percentage is based on the Company’s TSR performance relative to the 2023 Performance Peer Group (as described on page 49) and performance based on pre-established Compensation Core ROE targets. These two measures are weighted equally (50/50), as described on page 49, and each one has an independent minimum payout level of 35% of target. The “Threshold” column for this grant represents 17.5% of target, which reflects the minimum possible amount that could be paid under these awards (no amount is payable if the threshold level of performance is not reached for at least one performance measure). The “Maximum” column for this grant represents 200% of target and is the maximum amount payable. See Payments upon Termination or Change of Control table for a description of the circumstances in which vesting is accelerated. (3)The options granted in 2023 to purchase shares of the Company's common stock vest 1/3 per year on each anniversary of the grant date and each option has an exercise price equal to the fair market value of one share of common stock on the grant date. The value of each stock option award is $21.09 and was determined by using a hybrid lattice/Monte-Carlo based option valuation model; this value was not reduced to reflect estimated forfeitures during the vesting period. See Payments upon Termination or Change of Control table for a description of the circumstances in which vesting is accelerated. (4)The NYSE closing price per share of the Company’s common stock on February 28, 2023, the date of the 2023 LTI grants for the NEOs, was $78.28. To determine the fair value of the performance share award under FASB ASC Topic 718, the market value on the grant date is adjusted by a factor of 1.0947 to reflect the probable outcome of the performance condition(s) consistent with the estimated aggregate compensation cost to be recognized over the service period, determined as of the grant date.

  90. GRANTS OF PLAN BASED AWARDS TABLE

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  91. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE This table shows outstanding stock option awards classified as exercisable and unexercisable and the number and market value of any unvested or unearned equity awards outstanding as of December 31, 2023 and valued using $80.38, the NYSE closing price per share of the Company’s common stock on December 29, 2023.

  92. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | Name | Option Awards | | | | | Stock Awards | | | | | | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#)(1) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Chris Swift | 3/3/2015 | 201,258 | | 41.25 | 3/3/2025 | | | | | | | 3/1/2016 | 294,481 | | 43.59 | 3/1/2026 | | | | | | | 2/28/2017 | 302,908 | | 48.89 | 2/28/2027 | | | | | | | 2/27/2018 | 284,819 | | 53.81 | 2/27/2028 | | | | | | | 2/26/2019 | 352,263 | | 49.01 | 2/26/2029 | | | | | | | 2/25/2020 | 327,679 | | 55.27 | 2/25/2030 | | | | | | | 2/23/2021 | 207,213 | 103,607 | 51.87 | 2/23/2031 | | | | | | | 2/23/2022 | 100,644 | 201,288 | 69.41 | 2/23/2032 | | | 149,145 | 11,988,275 | | | 2/28/2023 | | 248,933 | 78.28 | 2/28/2033 | | | 135,748 | 10,911,424 | | Beth Costello | 3/3/2015 | 38,915 | | 41.25 | 3/3/2025 | | | | | | | 3/1/2016 | 72,076 | | 43.59 | 3/1/2026 | | | | | | | 2/28/2017 | 70,679 | | 48.89 | 2/28/2027 | | | | | | | 2/27/2018 | 63,194 | | 53.81 | 2/27/2028 | | | | | | | 2/26/2019 | 75,790 | | 49.01 | 2/26/2029 | | | | | | | 2/25/2020 | 71,318 | | 55.27 | 2/25/2030 | | | | | | | 2/23/2021 | 44,802 | 22,402 | 51.87 | 2/23/2031 | | | | | | | 2/23/2022 | 25,161 | 50,322 | 69.41 | 2/23/2032 | | | 37,286 | 2,997,049 | | | 2/28/2023 | | 57,492 | 78.28 | 2/28/2033 | | | 31,351 | 2,519,993 | | David Robinson | 2/28/2017 | 40,388 | | 48.89 | 2/28/2027 | | | | | | | 2/27/2018 | 39,163 | | 53.81 | 2/27/2028 | | | | | | | 2/26/2019 | 53,373 | | 49.01 | 2/26/2029 | | | | | | | 2/25/2020 | 50,116 | | 55.27 | 2/25/2030 | | | | | | | 2/23/2021 | 32,482 | 16,241 | 51.87 | 2/23/2031 | | | | | | | 2/23/2022 | 20,128 | 40,258 | 69.41 | 2/23/2032 | | | 29,829 | 2,397,655 | | | 2/28/2023 | | 42,674 | 78.28 | 2/28/2033 | | | 23,271 | 1,870,523 | | Deepa Soni | 2/23/2021 | 13,440 | 6,721 | 51.87 | 2/23/2031 | | | | | | | 2/23/2022 | 12,580 | 25,162 | 69.41 | 2/23/2032 | | | 18,643 | 1,498,524 | | | 2/28/2023 | | 33,191 | 78.28 | 2/28/2033 | | | 18,100 | 1,454,878 | | Amy Stepnowski | 2/23/2021 | 19,041 | 9,521 | 51.87 | 2/23/2031 | | | | | | | 2/23/2022 | 10,064 | 20,129 | 69.41 | 2/23/2032 | | | 14,914 | 1,198,787 | | | 2/28/2023 | | 26,079 | 78.28 | 2/28/2033 | | | 14,221 | 1,143,084 |

  93. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    (1) Stock options granted to the NEOs vest and become exercisable 1/3 per year on each anniversary of the grant date and generally expire on the tenth anniversary of the grant date. See “(2) Accelerated Stock Option Vesting” on page 69 following the Payments upon Termination or Change of Control table for a description of the circumstances in which vesting is accelerated. (2) This column represents unvested performance share awards at 200% of target assuming that the Company has achieved the highest performance level with respect to awards granted on February 23, 2022 and February 28, 2023. Dividend equivalents are credited on performance shares, which remain subject to the same terms and conditions as the underlying performance shares to which they relate and are paid only if, and to the extent that, the underlying performance shares vest and are paid out. See “(3) Accelerated Vesting of Performance Shares and Other LTI Awards” on page 69 following the Payments upon Termination or Change of Control table for a description of the circumstances in which vesting is accelerated for performance shares. •Performance shares granted on February 23, 2022 vest on December 31, 2024, the end of the three year performance period, based on the Company’s TSR performance relative to the peer group established by the Compensation Committee and performance against pre-established Compensation Core ROE targets, with the two measures weighted equally (50/50), as described on page 46 of the 2023 proxy statement. •Performance shares granted on February 28, 2023 vest on December 31, 2025, the end of the three year performance period, based on the Company’s TSR performance relative to the peer group established by the

  94. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

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  95. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    Compensation Committee and performance against pre-established Compensation Core ROE targets, with the two measures weighted equally (50/50), as described on page 49 of this proxy statement. (3) This column reflects the market value of performance shares at 200% of target, plus the value of dividend equivalents credited on the performance shares, as of December 29, 2023.

  96. OPTION EXERCISES AND STOCK VESTED TABLE

    OPTION EXERCISES AND STOCK VESTED TABLE This table provides information regarding option awards exercised and stock awards that vested during 2023. The numbers have been rounded to the nearest whole dollar or share.

  97. OPTION EXERCISES AND STOCK VESTED TABLE

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(3) | | Christopher Swift | 204,501 | 8,328,644 | 189,640 | 17,718,072 | | Beth Costello | 38,915 | 1,424,402 | 41,003 | 3,830,934 | | David Robinson | — | — | 29,727 | 2,777,427 | | Deepa Soni | — | — | 28,759 | 2,377,595 | | Amy Stepnowski | — | — | 30,773 | 2,620,749 |

  98. OPTION EXERCISES AND STOCK VESTED TABLE

    (1)The amounts in this column reflect the value realized upon the exercise of vested stock options during 2023. The value realized is the difference between the fair market value of common stock on the date of exercise and the exercise price of the option. (2)The numbers in this column reflect the total shares of common stock paid out on stock awards that vested in 2023. This includes, for each NEO, performance shares granted on February 23, 2021 that vested on December 31, 2023 and paid out at 200% of target following the Compensation Committee’s February 20, 2024 certification as further outlined on page 50 . In addition, the amount shown for Ms. Soni includes (a) 6,232 RSUs granted on February 25, 2020 and settled in shares of common stock on February 25, 2023 and (b) 10,226 RSUs granted on August 3, 2020 and settled in shares of common stock on August 3, 2023. The amount shown for Ms. Stepnowski includes (a) 4,399 RSUs granted on February 25, 2020 and settled in shares of common stock on February 25, 2023 and (b) 8,948 RSUs granted on August 3, 2020 and settled in shares of common stock on August 3, 2023. (3) The value realized on vesting for the performance share awards is based on the NYSE closing price per share of the Company's common stock on February 20, 2024 ($93.43), the date the Compensation Committee certified the vesting percentage. The amount shown for Ms. Soni also includes (a) the $485,894 value of her February 25, 2020 RSU award based on the NYSE closing stock price per share on February 24, 2023 (the February 25, 2023 vesting date was a Saturday; as a result the closing price on the prior business day of February 24, 2023 was used) and (b) the $742,421 value of her August 3, 2020 RSU award based on the NYSE closing stock price per share on August 3, 2023, the vesting date. The amount shown for Ms. Stepnowski also includes (a) the $342,984 value of her February 25, 2020 RSU award based on the NYSE closing stock price per share on February 24, 2023 (the February 25, 2023 vesting date was a Saturday; as a result the closing price on the prior business day of February 24, 2023 was used) and (b) the $649,618 value of her August 3, 2020 RSU award based on the NYSE closing stock price per share on August 3, 2023, the vesting date.

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  100. PENSION BENEFITS TABLE

    PENSION BENEFITS TABLE The table below shows the number of years of credited service, the actuarial present value of the accumulated pension benefit, and the actual cash balance account as of December 31, 2023 under the Company’s tax-qualified pension plan (The Hartford Retirement Plan for U.S. Employees, or the “Retirement Plan”) and the non-qualified pension plan (The Hartford Excess Pension Plan II, or the “Excess Pension Plan”) for each of the NEOs.

  101. PENSION BENEFITS TABLE

    | Name | Plan Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Actual Cash Balance Account or Accrued Benefit ($) | Payments During Last Fiscal Year ($) | | Christopher Swift | Retirement Plan | 2.83 | 84,199 | 85,471 | — | | | Excess Pension Plan | 2.83 | 468,284 | 475,361 | — | | Beth Costello | Retirement Plan | 8.67 | 176,197 | 187,846 | — | | | Excess Pension Plan | 8.67 | 219,047 | 233,529 | — | | David Robinson | Retirement Plan | 6.08 | 146,389 | 153,248 | — | | | Excess Pension Plan | 6.08 | 138,507 | 144,997 | — | | Deepa Soni | Retirement Plan | — | — | — | — | | | Excess Pension Plan | — | — | — | — | | Amy Stepnowski | Retirement Plan | 4.33 | 89,560 | 95,962 | — | | | Excess Pension Plan | 4.33 | 30,437 | 32,613 | — |

  102. PENSION BENEFITS TABLE

    (1)This column reflects the years of credited service under the Retirement Plan and Excess Pension Plan (each a "Plan" or together the "Plans") as of December 31, 2012. Benefit accruals ceased as of December 31, 2012 under each Plan. As of December 31, 2023, Messrs. Swift and Robinson and Mses. Costello and Stepnowski were vested at 100% in their cash balance accounts under the Plans. Having joined the Company after December 31, 2012, when these Plans were frozen, Ms. Soni does not have a benefit under either Plan. (2)The present value of accumulated benefits under each Plan is calculated assuming that benefits commence at age 65, no pre-retirement mortality, a lump sum form of payment and the same actuarial assumptions used by the Company for GAAP financial reporting purposes. The present value is determined using a discount rate of 5.15%, and the cash balance amounts are projected to age 65 using an assumed interest crediting rate of 4.50% for 2024 and 4.36% for 2025 and beyond. Cash Balance Formula For employees hired on or after January 1, 2001, including Messrs. Swift and Robinson and Mses. Costello and Stepnowski, retirement benefits accrued under the cash balance formula until December 31, 2012. Effective December 31, 2012, the cash balance formula under the Retirement Plan and the Excess Pension Plan was frozen for all Plan participants, including the NEOs. Interest continues to be credited on previously accrued amounts, at a rate of 3.3% or based on the 10 year Treasury rate, whichever is greater. All Plan participants are currently vested in their account balances, which they may elect to receive following termination of employment in the form of a single lump sum payment or an actuarially-equivalent form of annuity. In the event of a Change of Control (as defined in the Excess Pension Plan), each NEO would automatically receive a lump sum of the value of their Excess Pension Plan cash balance benefit as of the date of the Change of Control, provided that the Change of Control also constitutes a “change in control” as defined in regulations issued under Section 409A of the Internal Revenue Code.

  103. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    NON-QUALIFIED DEFERRED COMPENSATION TABLE Excess Savings Plan NEOs, as well as other employees, may contribute to the Company’s Excess Savings Plan, a non-qualified plan established as a “mirror” to the Company’s tax-qualified 401(k) plan (The Hartford Investment and Savings Plan). The Excess Savings Plan is intended to facilitate deferral of amounts that cannot be deferred under the 401(k) plan for employees whose compensation exceeds the Internal Revenue Code limit for the 401(k) plan ($330,000 in 2023). When an eligible employee’s annual compensation reaches that Internal Revenue Code limit, the eligible employee can contribute up to six percent (6%) of compensation in excess of that limit to the Excess Savings Plan, up to a combined $1 million annual limit on compensation for both plans. The Company makes a matching contribution to the Excess Savings Plan in an amount equal to 100% of the employee’s contribution. Company contributions to the Excess Savings Plan are fully vested and plan balances are payable in a lump sum following termination of employment. The table below shows the notional investment options available under the Excess Savings Plan during 2023 and their annual rates of return for the calendar year ended December 31, 2023, as reported by the administrator of the Excess Savings Plan. The notional investment options available under the Excess Savings Plan correspond to the investment options available to participants in the 401(k) plan.

  104. NON-QUALIFIED DEFERRED COMPENSATION TABLE

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  105. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    Excess Savings Plan Notional Investment Options

  106. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | Name of Fund | Rate of Return (for the year ended December 31, 2023) | Name of Fund | Rate of Return (for the year ended December 31, 2023) | | The Hartford Stock Fund | 7.25 % | Vanguard Target Retirement 2020 Trust | 12.57 % | | ISP International Equity Fund(1) | 14.16 % | Vanguard Target Retirement 2025 Trust | 14.59 % | | ISP Active Large Cap Equity Fund(2) | 32.39 % | Vanguard Target Retirement 2030 Trust | 16.08 % | | ISP Small/Mid Cap Equity Fund(3) | 16.60 % | Vanguard Target Retirement 2035 Trust | 17.24 % | | State Street S&P 500 Index Non-Lending Series Fund | 26.28 % | Vanguard Target Retirement 2040 Trust | 18.42 % | | Hartford Stable Value Fund | 2.40 % | Vanguard Target Retirement 2045 Trust | 19.58 % | | Hartford Total Return Bond HLS Fund | 6.97 % | Vanguard Target Retirement 2050 Trust | 20.28 % | | SSgA Real Asset Fund | 1.01 % | Vanguard Target Retirement 2055 Trust | 20.25 % | | Vanguard Federal Money Market Fund | 5.09 % | Vanguard Target Retirement 2060 Trust | 20.26 % | | State Street Global All Cap Equity Ex-U.S. Index Non-Lending Series Fund | 15.86 % | Vanguard Target Retirement 2065 Trust | 20.23 % | | State Street Russell Small/Mid Cap Index Non-Lending Series Fund | 24.91 % | Vanguard Target Retirement 2070 Trust | 20.34 % | | Vanguard Target Retirement Income Trust | 10.74 % | | |

  107. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    (1)The ISP International Equity Fund is a multi-fund portfolio made up of two underlying mutual funds that provides a blended rate of return. The underlying funds are the Hartford International Opportunities HLS Fund (50%) and Sprucegrove All Country World ex USA CIT Fund (50%). (2)The ISP Active Large Cap Equity Fund is a multi-fund portfolio made up of two underlying funds that provides a blended rate of return. The underlying funds are the Hartford Dividend and Growth HLS Fund (50%) and the Loomis Sayles Large Cap Growth Fund (50%). (3)The ISP Small/Mid Cap Equity Fund is a multi-fund portfolio made up of four underlying funds that provides a blended rate of return. The underlying funds are the T. Rowe Price QM U.S. Small-Cap Growth Equity Fund (20%), Chartwell Investment Partners Small Cap Value Fund (20%), JP Morgan Mid Cap Growth Fund (30%) and Leeward Investments Mid Cap Value Fund (30%). Non-Qualified Deferred Compensation - Excess Savings Plan The table below shows the NEO and company contributions, the aggregate earnings credited, and the total balance of each NEO’s account under the Excess Savings Plan as of December 31, 2023.

  108. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last FYE ($)(4) | | Christopher Swift | 40,200 | 40,200 | 282,677 | — | 1,780,443 | | Beth Costello | 40,200 | 40,200 | 64,475 | — | 1,126,698 | | David Robinson | 40,200 | 40,200 | 42,019 | — | 955,921 | | Deepa Soni | 40,200 | 40,200 | 52,827 | — | 288,029 | | Amy Stepnowski | 40,200 | 40,200 | 132,612 | — | 938,192 |

  109. NON-QUALIFIED DEFERRED COMPENSATION TABLE

    (1)The amounts shown reflect executive contributions to the Excess Savings Plan during 2023 with respect to AIP awards paid in 2023 in respect of performance during 2022. These amounts are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table in the 2023 proxy statement. (2)The amounts shown reflect the Company’s matching contributions into the Excess Savings Plan based on the NEO's executive contributions in 2023. These amounts are also included with the Company's contributions to the 401(k) plan in the “All Other Compensation” column of the Summary Compensation Table on page 60. (3)The amounts shown represent investment gains (or losses) during 2023 on notional investment funds available under the Excess Savings Plan (which mirror investment options available under the Company's 401(k) plan). No portion of these amounts is included in the Summary Compensation Table on page 60 as the Company does not provide above-market rates of return. (4)The amounts shown represent the cumulative amount that has been credited to each NEO’s account under the applicable plan as of December 31, 2023. The amounts reflect the sum of the contributions made by each NEO and the Company since the NEO first began participating in the Excess Savings Plan (including executive and company contributions reported in the Summary Compensation Tables in previous years), adjusted for any earnings or losses as a result of the performance of the notional investments. The reported balances are not based solely on 2023 service. The December 31, 2022 aggregate balances are included in the “Aggregate Balance at Last FYE” column of the Non-Qualified Deferred Compensation - Excess Savings Plan table in the 2023 proxy statement.

  110. NON-QUALIFIED DEFERRED COMPENSATION TABLE

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  111. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL The following section provides information concerning the value of potential payments and benefits as of December 31, 2023 that would be payable to NEOs following termination of employment under various circumstances or in the event of a Change of Control (as defined on page 71). Benefit eligibility and values as of December 31, 2023 vary based on the reason for termination. Severance Pay for Senior Executives The NEOs participate in The Hartford Senior Executive Officer Severance Pay Plan or, in the case of Ms. Soni and Ms. Stepnowski, The Hartford Senior Executive Severance Pay Plan (the "Severance Plans"). The Severance Plans provide specified payments and benefits to participants upon termination of employment as a result of severance eligible events. The Severance Plans apply to the NEOs and other executives that the Chief Human Resources Officer (the “Plan Administrator”) approves for participation. As a condition to participate, the NEOs must agree to such restrictive covenants as are required by the Plan Administrator. In addition to confidentiality and non-disparagement provisions that continue after termination of employment, the NEOs have agreed that, while employed and for a one-year period following a termination of employment, they are subject to non-competition and non-solicitation provisions. If an NEO (other than Ms. Soni and Ms. Stepnowski) is involuntarily terminated, other than for Cause (as defined on page 70), the NEO would receive a lump sum severance amount equal to two times the sum of their annual base salary and the target AIP award, both determined as of the involuntary termination date, payable within 60 days of termination. (Ms. Soni would receive thirteen months of annual base salary and Ms. Stepnowski would receive twenty-four months of annual base salary, each payable within 60 days of termination.) Treatment of the AIP award for the year in which the termination occurs, outstanding and unvested LTI awards and other benefits as of the termination date if an NEO is involuntarily terminated other than for Cause (including if the NEO is, or is not, retirement eligible) are described in Footnotes 1, 2, 3 and 5 to the table below. Treatment upon a Change of Control If, within the two year period following a Change of Control (as defined on page 71), (1) the NEO is involuntarily terminated by the Company other than for Cause, or (2) the NEO voluntarily terminates employment with the Company for Good Reason (as defined on page 71), then the NEO (other than Ms. Soni and Ms. Stepnowski) would receive a lump sum severance amount equal to two times the sum of their annual base salary and the target AIP award. Ms. Soni and Ms. Stepnowski would each receive a lump sum severance amount equal to two times her annual base salary. All NEOs would be eligible for a pro rata AIP award , except that the pro rata AIP award payable would be at least the same percentage of the target level of payout as is generally applicable to executives whose employment did not terminate. LTI awards would not vest automatically upon a Change of Control so long as the Compensation Committee determines that, upon the Change of Control, the awards would either continue to be honored or be replaced with substantially equivalent alternative awards. If the awards were so honored or replaced, then those awards would fully vest if, within the two year period following the Change of Control, (1) the NEO was involuntarily terminated by the Company other than for Cause, or (2) the NEO voluntarily terminated employment with the Company for Good Reason. If the NEO is terminated for Cause, all unvested options and stock awards would be cancelled and neither severance nor AIP would be paid. In the event of a Change of Control, the NEO would receive a lump sum equal to the present value of their benefit under the Excess Pension Plan and their Excess Savings Plan balance, provided that the Change of Control also constituted a “change in control” as defined in regulations issued under Section 409A of the Internal Revenue Code. No gross-up would be provided for any excise taxes that apply to an NEO upon a Change of Control. Other Benefits in the Event of Death or Disability In the event of death, an NEO would receive a company-paid life insurance benefit in addition to whatever voluntary group term life insurance coverage is in effect. The Company paid benefit would equal two times salary with a cap of $1,000,000, unless the employee had elected a flat amount of $50,000. In the event of disability, the NEO would be entitled to short and long term disability benefits if they were disabled in accordance with the terms of the applicable plan. Upon the commencement of long term disability benefits and while in receipt of long term disability benefits, each NEO would be eligible to participate in company health benefit and life insurance plans for up to a maximum of three years. Eligibility for Retirement Treatment For AIP awards, an NEO will receive retirement treatment if they meet the following retirement definition as of the last date paid: (i) the NEO is at least age 55 with at least 5 years of service, and (ii) age plus service equals or exceeds 65 (the "Rule of 65"). Ms. Costello, Ms. Stepnowski and Messrs. Swift and Robinson were eligible to receive retirement treatment for their AIP awards as of December 31, 2023, under the Rule of 65, as described in Footnote 1 below. For the 2021, 2022 and 2023 LTI awards, an NEO will receive retirement treatment if they provide written notice three months in advance of their planned retirement date, continue to perform their job responsibilities satisfactorily, and meet the Rule of 65. Ms. Costello, Ms. Stepnowski and Messrs. Swift and Robinson were eligible to receive retirement treatment for their 2021, 2022 and 2023 LTI awards under the Rule of 65, as described in Footnotes 2 and 3 below.

  112. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

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  113. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    Payments upon Termination or Change of Control The table and further discussion below address benefits that would be payable to the NEOs as of December 31, 2023 assuming their termination of employment on December 31, 2023 under various circumstances or in the event of a Change of Control effective December 31, 2023. The benefits discussed below are in addition to: •The vested stock options set forth in the Outstanding Equity Awards at Fiscal Year-End Table on page 63, •The vested performance shares set forth in the Option Exercises and Stock Vested Table on page 64, •The vested pension benefits set forth in the Pension Benefits Table on page 65, and •The vested benefits set forth in the Non-Qualified Deferred Compensation Table on page 66 (benefits payable from the Excess Savings Plan). The amounts shown for accelerated stock option and other LTI vesting are calculated using the NYSE closing price per share of the Company’s common stock on December 29, 2023 of $80.38.

  114. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

    | Payment Type | Christopher Swift | Beth Costello | David Robinson | Deepa Soni | Amy Stepnowski | | VOLUNTARY TERMINATION OR RETIREMENT | | | | | | | 2023 AIP Award ($)(1) | 3,861,000 | 1,579,500 | 994,500 | — | 1,287,000 | | Accelerated Stock Option Vesting ($)(2) | 5,684,724 | 1,311,447 | 994,277 | — | 547,025 | | Accelerated Performance Share Vesting ($)(3) | 11,449,829 | 2,758,539 | 2,134,089 | — | 1,170,962 | | Accelerated Other LTI Vesting ($)(3) | — | — | — | — | — | | Benefits Continuation and Outplacement ($)(5) | — | — | — | — | — | | TOTAL TERMINATION BENEFITS ($) | 20,995,553 | 5,649,486 | 4,122,866 | — | 3,004,987 | | INVOLUNTARY TERMINATION – NOT FOR CAUSE | | | | | | | 2023 AIP Award ($)(1) | 3,861,000 | 1,579,500 | 994,500 | 936,000 | 1,287,000 | | Cash Severance ($)(4) | 9,000,000 | 4,250,000 | 3,000,000 | 758,333 | 1,200,000 | | Accelerated Stock Option Vesting ($)(2) | 5,684,724 | 1,311,447 | 994,277 | 467,643 | 547,025 | | Accelerated Performance Share Vesting ($)(3) | 11,449,829 | 2,758,539 | 2,134,089 | 741,986 | 1,170,962 | | Accelerated Other LTI Vesting ($)(3) | — | — | — | — | — | | Benefits Continuation and Outplacement ($)(5) | 40,217 | 45,444 | 47,554 | 45,444 | 45,444 | | TOTAL TERMINATION BENEFITS ($) | 30,035,770 | 9,944,930 | 7,170,420 | 2,949,406 | 4,250,431 | | CHANGE OF CONTROL/ INVOLUNTARY TERMINATION NOT FOR CAUSE OR TERMINATION FOR GOOD REASON | | | | | | | 2023 AIP Award ($)(1) | 3,861,000 | 1,579,500 | 994,500 | 936,000 | 1,287,000 | | Cash Severance ($)(4) | 9,000,000 | 4,250,000 | 3,000,000 | 1,400,000 | 1,200,000 | | Accelerated Stock Option Vesting ($)(2) | 5,684,724 | 1,311,447 | 994,277 | 537,344 | 547,025 | | Accelerated Performance Share Vesting ($)(3) | 11,449,829 | 2,758,539 | 2,134,089 | 1,476,693 | 1,170,962 | | Accelerated Other LTI Vesting ($)(3) | — | — | — | — | — | | Benefits Continuation and Outplacement ($)(5) | 40,217 | 45,444 | 47,554 | 45,444 | 45,444 | | TOTAL TERMINATION BENEFITS ($) | 30,035,770 | 9,944,930 | 7,170,420 | 4,395,481 | 4,250,431 | | INVOLUNTARY TERMINATION – DEATH OR DISABILITY | | | | | | | 2023 AIP Award ($)(1) | 3,861,000 | 1,579,500 | 994,500 | 936,000 | 1,287,000 | | Accelerated Stock Option Vesting ($)(2) | 5,684,724 | 1,311,447 | 994,277 | 537,344 | 547,025 | | Accelerated Performance Share Vesting ($)(3) | 11,449,829 | 2,758,539 | 2,134,089 | 1,476,693 | 1,170,962 | | Accelerated Other LTI Vesting ($)(3) | — | — | — | — | — | | Benefits Continuation ($)(5) | 50,440 | 66,120 | 72,450 | 66,120 | 66,120 | | TOTAL TERMINATION BENEFITS ($) | 21,045,993 | 5,715,606 | 4,195,316 | 3,016,157 | 3,071,107 |

  115. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

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  116. CEO PAY RATIO

    CEO PAY RATIO For 2023, Mr. Swift had total compensation, as reported in the Summary Compensation Table on page 60, of $16,408,250, while our median employee (excluding the CEO) had total compensation of $101,119, yielding a CEO pay ratio of 162 times the median. Annual base salary at year-end 2023 was used to determine the median employee; no statistical sampling was used. The median employee's total compensation was calculated in the same manner as for the CEO in the Summary Compensation Table. All non-U.S. employees were excluded using the 5% de minimis rule (182 employees were based in the U.K., 8 in Canada, 5 in Hong Kong, and 5 in Switzerland).

  117. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The table below provides information about the relationship between "Compensation Actually Paid" (as defined by the SEC) to NEOs and certain financial performance metrics of the Company. Compensation Actually Paid does not represent amounts actually

  118. PAY VERSUS PERFORMANCE

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  119. PAY VERSUS PERFORMANCE

    received by the individuals during the year or the compensation decisions described in the "Compensation Discussion and Analysis” on page 41. Compensation Actually Paid is an amount calculated in accordance with SEC rules and includes, among other things, year-over-year changes in the fair value of unvested equity-based awards.

  120. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial Fixed $100 Investment Based on:(4) | | | | | Year | Summary Compensation Table (SCT) Total for CEO ($)(1) | Compensation Actually Paid (CAP) to CEO ($)(2) | Average SCT Total for Other NEOs ($)(1) | Average CAP to Other NEOs ($)(3) | Company TSR ($) | Peer Group TSR ($) | Net Income ($ in millions) (4) | Compensation Core Earnings ($ in millions) (5) | | 2023 | 16,408,250 | 11,750,729 | 3,710,379 | 3,144,402 | 146 | 158 | 2,504 | 2,737 | | 2022 | 16,086,469 | 26,534,011 | 5,409,204 | 8,245,362 | 135 | 145 | 1,819 | 2,561 | | 2021 | 15,824,348 | 38,804,005 | 4,793,726 | 10,351,296 | 120 | 132 | 2,371 | 2,163 | | 2020 | 11,806,195 | (783,220) | 3,927,876 | 524,850 | 83 | 100 | 1,737 | 1,767 |

  121. PAY VERSUS PERFORMANCE

    (1) The CEO for each year reported was Christopher Swift. The names of each of the other NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Beth Costello, David Robinson, Deepa Soni, and Amy Stepnowski; (ii) for 2022, Beth Costello, Douglas Elliot, David Robinson, and Deepa Soni; (iii) for 2021, Beth Costello, Douglas Elliot, David Robinson, Amy Stepnowski, and William Bloom; and (iv) for 2020, Beth Costello, Douglas Elliot, David Robinson, William Bloom, and Brion Johnson. (2) In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the CEO's total compensation for each year to determine the compensation actually paid. For purposes of the pension valuation adjustments shown below, there was no pension service or prior service cost.

  122. PAY VERSUS PERFORMANCE

    | Year | SCT Total ($) | Less: Change in Pension Value ($) | Less: Stock Awards from SCT and Option Awards from SCT ($) | Year-End Fair Value of Unvested Equity Awards and Applicable Dividend Equivalents Granted in the Year ($) | Change in Fair Value of Unvested Equity Awards and Applicable Dividend Equivalents Granted in Prior Years ($) | Vesting Date Fair Value of Equity Awards and Applicable Dividend Equivalents Granted and Vested in the Year ($) | Change in Fair Value of Equity Awards and Applicable Dividend Equivalents Granted in Prior Years Which Vested in the Year ($) | CAP ($) | | 2023 | 16,408,250 | 37,310 | 10,997,175 | 10,390,607 | (298,113) | — | (3,715,530) | 11,750,729 | | 2022 | 16,086,469 | — | 10,153,500 | 14,890,747 | 5,123,290 | — | 587,005 | 26,534,011 | | 2021 | 15,824,348 | 8,184 | 9,626,475 | 19,016,242 | 9,006,971 | — | 4,591,103 | 38,804,005 | | 2020 | 11,806,195 | 33,824 | 7,990,850 | 6,834,642 | (5,693,269) | — | (5,706,114) | (783,220) |

  123. PAY VERSUS PERFORMANCE

    (3) In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding the CEO) for each year to determine the compensation actually paid, using the same methodology described above in footnote 2. For purposes of the pension valuation adjustments shown below, there was no pension service or prior service cost.

  124. PAY VERSUS PERFORMANCE

    | Year | SCT Total ($) | Less: Change in Pension Value ($) | Less: Stock Awards from SCT and Option Awards from SCT ($) | Year-End Fair Value of Unvested Equity Awards and Applicable Dividend Equivalents Granted in the Year ($) | Change in Fair Value of Unvested Equity Awards and Applicable Dividend Equivalents Granted in Prior Years ($) | Vesting Date Fair Value of Equity Awards and Applicable Dividend Equivalents Granted and Vested in the Year ($) (a) | Change in Fair Value of Equity Awards and Applicable Dividend Equivalents Granted in Prior Years Which Vested in the Year ($) | CAP ($) | | 2023 | 3,710,379 | 21,025 | 1,760,857 | 1,663,735 | (48,651) | — | (399,179) | 3,144,402 | | 2022 | 5,409,204 | — | 2,842,980 | 3,231,047 | 1,053,592 | 938,364 | 456,135 | 8,245,362 | | 2021 | 4,793,726 | 1,170 | 2,362,389 | 4,335,398 | 1,972,862 | 340,965 | 1,271,904 | 10,351,296 | | 2020 | 3,927,876 | 21,586 | 2,164,110 | 1,718,080 | (1,391,173) | 132,902 | (1,677,139) | 524,850 |

  125. PAY VERSUS PERFORMANCE

    (a) Equity awards vest during the year granted only in the case of retirement. Retirements occurred in 2022, 2021, and 2020 for Messrs. Elliot, Bloom, and Johnson, respectively. (4) Reflects the value of a fixed $100 investment on December 31, 2019. The peer group used for this purpose is the published industry index: S&P Insurance Composite Index, the same peer group used for purposes of the performance graph included in the Company’s Annual Reports on Form 10-K for each of the fiscal years ended December 31, 2023, 2022, 2021, and 2020. (5) The Compensation Core Earnings definition and a reconciliation from GAAP net income available to common stockholders to Compensation Core Earnings for each year in the table are provided in Appendix A.

  126. PAY VERSUS PERFORMANCE

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  127. PAY VERSUS PERFORMANCE

    FINANCIAL PERFORMANCE MEASURES As described in greater detail in “Compensation Discussion and Analysis” the Company’s executive compensation program is heavily weighted toward variable compensation and designed to promote long-term shareholder value creation and support our strategy. The most important financial performance measures used by the Company to link compensation actually paid to the Company’s NEOs to Company performance are as follows: •Compensation Core Earnings •Compensation Core ROE •TSR ANALYSIS OF THE INFORMATION PRESENTED IN THE PAY VERSUS PERFORMANCE TABLE Below are graphs showing the relationship of “Compensation Actually Paid” to our CEO and the average for our other NEOs in 2020, 2021, 2022 and 2023 relative to (i) TSR; (ii) net income; and (iii) Compensation Core Earnings:

  128. PAY VERSUS PERFORMANCE

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  129. PAY VERSUS PERFORMANCE

    All information provided above under the heading “Pay Versus Performance” will not be deemed to be incorporated by reference into any of the company's filings under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the company specifically incorporates such information by reference.

  130. PAY VERSUS PERFORMANCE

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  131. PAY VERSUS PERFORMANCE

    | MANAGEMENT PROPOSAL |

  132. PAY VERSUS PERFORMANCE

    | ITEM 4 MANAGEMENT PROPOSAL TO AMEND THE COMPANY’S CHARTER TO PERMIT THE EXCULPATION OF OFFICERS CONSISTENT WITH CHANGES TO DELAWARE GENERAL CORPORATION LAW | | | Proposal #4 asks shareholders approve an amendment (the “Amendment”) to our Restated Certificate of Incorporation (our “Certificate of Incorporation”) limiting the liability of certain officers of the Company, as permitted by recent amendments to Delaware law. If shareholders approve the Amendment at the Annual Meeting, the Company will amend and restate its Certificate of Incorporation by filing a Certificate of Amendment with the Delaware Secretary of State. | | | ✓ | The Board of Directors recommends that shareholders vote "FOR" this Proposal for the following reasons: •The proposed changes will better incentivize officers to use their business judgment without fear of personal loss; •The proposed changes will help to limit expensive and distracting litigation; and •Not adopting such changes may impact our ability to attract and retain top executive talent in the future. |

  133. PAY VERSUS PERFORMANCE

    Article Sixth of the Company’s Certificate of Incorporation currently limits the liability of directors resulting from a breach of their fiduciary duty of care under certain circumstances but does not limit officer liability to the same extent. The proposed changes will broaden the scope of permitted officer exculpation in Article Sixth, making our language consistent with recent changes to Section 102(b)(7) of the General Corporation Law of the State of Delaware (“DGCL”), which governs this topic. The rationale for expanding the scope of our officers’ liability to the extent permitted under Delaware law is to achieve a balance between two competing shareholder interests – accountability, on the one hand, and the Company’s ability to attract and retain quality officers, empowered to perform to the best of their abilities, on the other hand. The below discussion is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Appendix B.

  134. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS The following table shows, as of March 18, 2024: (1) the number of shares of our common stock beneficially owned by each director and NEO, and (2) the aggregate number of shares of common stock and common stock-based equity (including RSUs, performance shares granted at target and stock options that will not vest or become exercisable within 60 days, as applicable) held by all directors, NEOs and Section 16 executive officers as a group. As of March 18, 2024, no individual director, NEO or Section 16 executive officer beneficially owned 1% or more of the total outstanding shares of our common stock. The directors, NEOs and Section 16 executive officers as a group beneficially owned approximately 1.6% of the total outstanding shares of our common stock as of March 18, 2024.

  135. DIRECTORS AND EXECUTIVE OFFICERS

    | Name of Beneficial Owner | Common Stock(1) | Total(2) | | Beth Costello | 558,916 | 702,513 | | Larry De Shon | 13,401 | 13,401 | | Carlos Dominguez | 25,330 | 25,330 | | Trevor Fetter(3) | 132,602 | 132,602 | | Donna James | 9,421 | 9,421 | | Edmund Reese | 6,496 | 6,496 | | David Robinson | 335,775 | 362,478 | | Deepa Soni | 83,391 | 164,633 | | Teresa W. Roseborough | 31,412 | 31,412 | | Virginia P. Ruesterholz | 46,236 | 46,236 | | Amy Stepnowski | 78,223 | 144,875 | | Christopher J. Swift(4) | 2,579,961 | 3,200,248 | | Matthew E. Winter | 14,254 | 14,254 | | Greig Woodring(5) | 19,981 | 19,981 | | All directors, NEOs and Section 16 executive officers as a group (23 persons)(6) | 4,611,491 | 5,911,247 |

  136. DIRECTORS AND EXECUTIVE OFFICERS

    (1)All shares of common stock are owned directly except as otherwise indicated below. Pursuant to SEC regulations, shares of common stock beneficially owned include shares of common stock that, as of March 18, 2024: (i) may be acquired by directors, NEOs and Section 16 executive officers upon the vesting or distribution of stock-settled RSUs or the exercise of stock options exercisable within 60 days after March 18, 2024, (ii) are allocated to the accounts of Section 16 executive officers under the Company’s tax-qualified 401(k) plan, (iii) are held by Section 16 executive officers under The Hartford Employee Stock Purchase Plan or (iv) are owned by a director’s, NEO's or a Section 16 executive officer’s spouse or minor child. Of the number of shares of common stock shown above, the following shares may be acquired upon exercise of stock options as of March 18, 2024 or within 60 days thereafter by: Ms. Costello, 489,747 shares; Mr. Robinson, 319,823 shares; Ms. Soni, 56,385; Ms. Stepnowski, 57,383 shares; Mr. Swift, 2,157,235 shares; and all NEOs and Section 16 executive officers as a group, 3,622,402 shares. (2)This column shows the individual’s total stock-based holdings in the Company, including the securities shown in the “Common Stock” column (as described in footnote 1), plus RSUs that vest and stock options that become exercisable more than 60 days after March 18, 2024, and all outstanding performance shares (at target). (3)The amount shown includes 60,945 shares of common stock held by a trust for which Mr. Fetter serves as trustee. (4)The amount shown includes 15,503 shares of common stock held by Mr. Swift’s spouse and 156,251 held in two trusts for which Mr. Swift or his spouse serves as trustee. (5)The amount shown includes 84 shares of common stock held by a trust for which Mr. Woodring serves as trustee. (6)The amount shown includes 538 shares of common stock allocated to the account of a Section 16 executive officer under the Company’s tax-qualified 401(k) plan.

  137. DIRECTORS AND EXECUTIVE OFFICERS

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