DEF 14A of Chubb Ltd

Filed Apr 4, 2022 · FY20210001104659-22-042195

Open on EDGAR

2021 Summary Compensation Table Information
2021 Summary Compensation Table Information The table below sets forth 2021 compensation for our NEOs as calculated in accordance with applicable SEC regulations. Additional detail, including the full Summary Compensation Table which also includes 2020 and 2019 data and explanatory footnotes, can be found in the Executive Compensation section of this proxy statement.
2021 Summary Compensation Table Information
| Name and Principal Position | Salary | Bonus | Stock Awards | Option Awards | Change in Pension Value and Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | Evan G. Greenberg Chairman and Chief Executive Officer | $1,400,000 | $7,500,000 | $10,125,007 | $2,996,944 | — | $1,159,233 | $23,181,184 | | Peter C. Enns* Chief Financial Officer | $649,846 | $1,404,500 | $3,080,272 | $513,532 | — | $195,544 | $5,843,694 | | Philip V. Bancroft* Former Chief Financial Officer | $870,000 | $1,553,000 | $1,630,267 | $482,505 | — | $458,851 | $4,994,623 | | John W. Keogh President and Chief Operating Officer | $1,050,000 | $2,980,100 | $3,900,006 | $1,154,372 | — | $464,594 | $9,549,072 | | Paul J. Krump Vice Chairman, Global Underwriting and Claims | $900,000 | $2,018,800 | $2,137,622 | $632,684 | $194,585 | $352,544 | $6,236,235 | | John J. Lupica Vice Chairman; President, North America Insurance | $900,000 | $2,650,000 | $3,647,665 | $783,668 | — | $469,214 | $8,450,547 |
2021 Summary Compensation Table Information
* Mr. Enns succeeded Mr. Bancroft as Chief Financial Officer of the Company on July 1, 2021. Stock awards and option awards in the table above for Mr. Enns reflect grants made to him in 2021 in connection with his commencement of employment with the Company.
Voting Requirement to Approve Agenda Item
| David H. Sidwell Retired Chief Financial Officer, Morgan Stanley Age: 69 Years of Service: 8 Committee Memberships: Audit | David H. Sidwell was Executive Vice President and Chief Financial Officer of Morgan Stanley from March 2004 to October 2007, when he retired. From 1984 to March 2004, Mr. Sidwell worked for JPMorgan Chase & Co. in a variety of financial and operating positions, most recently as Chief Financial Officer of JPMorgan Chase’s investment bank from January 2000 to March 2004. Prior to joining JP Morgan in 1984, Mr. Sidwell was with Price Waterhouse LLP, a major public accounting firm, from 1975 to 1984, where he was qualified as a chartered accountant with the Institute of Chartered Accountants in England and Wales. Mr. Sidwell was Senior Independent Director of UBS Group AG until April 2020 and was a director of the Federal National Mortgage Association (Fannie Mae) until October 2016. Skills and Qualifications: Mr. Sidwell has a strong background in accounting, finance and capital markets, as well as the regulation of financial institutions, complementary to his role on the Audit Committee. He also has considerable expertise in risk management from chairing the risk committee of a public company and his executive positions. Mr. Sidwell further contributes experience in executive compensation and corporate governance from his service on the committees of other public company boards. This comprehensive range of experience contributes greatly to his value as a Board member. |
Q&A Relating to Shareholder Ratification of the Maximum Aggregate Compensation of the Board
| Where can I find more information about director compensation? | A description of director compensation and the amounts of compensation paid to directors in 2021 can be found in the “Director Compensation” section beginning on page 71 of this proxy statement. Under Swiss law, we also publish an audited annual compensation report, the Swiss Compensation Report, which is included within our Annual Report. These documents are available to shareholders in their proxy materials. | | Who determines the actual compensation for each individual Board member? | The Board, upon recommendation of the Nominating & Governance Committee, determines the actual individual compensation of each member of the Board, subject to the maximum aggregate compensation amount ratified by the shareholders. |
Process Used to Determine Maximum Aggregate Compensation for the Board of Directors, Outside Consultant Survey and Analysis of Director Compensation
Process Used to Determine Maximum Aggregate Compensation for the Board of Directors, Outside Consultant Survey and Analysis of Director Compensation In February 2022 the Nominating & Governance Committee retained Pay Governance to provide a survey and analysis of director compensation and our Outside Directors Compensation Parameters. The Committee considered the Pay Governance survey and analysis, and recommended to the Board, and the Board approved, changes to our Outside Directors Compensation Parameters effective as of the date of the Annual General Meeting. The changes were based on, among other things, a comparison of our compensation structure to that of our competitors and other insurance and similarly-sized companies, that total director compensation was below the median of such companies, and that the annual cash and equity retainers had not been increased since 2019. As a result the annual cash retainer was increased from $125,000 to $135,000 and the annual equity retainer was increased from $180,000 to $190,000. No other changes were made with respect to any other element of director compensation. Upon recommendation of the Nominating & Governance Committee, the Board also approved the maximum aggregate amount of director compensation to recommend to shareholders. Considerations included the proposed size of the Board, the changes made to our Outside Directors Compensation Parameters, and the addition of a small cushion to permit per-meeting fees to be paid in accordance with our Outside Directors Compensation Parameters in case of additional meetings, should they be necessary. The Board does not expect to consider changes to the Outside Directors Compensation Parameters until it considers the maximum aggregate compensation pool to be submitted for shareholder approval next year.
Board Tenure in Years (Director Nominees)
Board Tenure in Years (Director Nominees) Our Corporate Governance Guidelines set a retirement age of 75, after which directors may no longer be nominated or re-nominated to the Board. This guideline may be waived from time to time as the Board deems advisable.
Elements of Director Compensation
Elements of Director Compensation
Elements of Director Compensation
| Pay Component | 2021 Compensation | | Standard Compensation Per year of service from May annual general meeting to the next May annual general meeting | $305,000 – $180,000 in restricted stock awards based on the fair market value of the Company’s Common Shares at the date of award – $125,000 in cash, paid quarterly | | Committee Chair Fees | Audit Committee $35,000 Compensation Committee $25,000 Nominating & Governance Committee $20,000 Risk & Finance Committee $25,000 Paid in quarterly installments | | Lead Director Annual Fee | $50,000 Paid in quarterly installments | | Additional Board Meeting Fees | $2,000 meeting fee was paid for attendance at a special Board meeting held in 2021. |
Elements of Director Compensation
Directors may elect to receive all of their compensation, other than compensation for special meetings, in the form of restricted stock awards issued on an annual basis. Restricted stock is awarded at beginning of the plan year (the date of the Annual General Meeting) and becomes non-forfeitable at end of the plan year, provided that the grantee has remained a Chubb director continuously during that plan year. In addition to the compensation described above, we have a matching contribution program for directors pursuant to which we will match director charitable contributions to eligible registered charities, churches and other places of worship or schools up to a maximum of $20,000 per year. In 2021, in line with our commitment to COVID-19 pandemic relief efforts globally, we also matched director contributions up to an additional $20,000 to qualifying non-profit organizations delivering pandemic relief support. In February 2021 the Nominating & Governance Committee retained Pay Governance to provide a survey and analysis of director compensation. The Committee considered the Pay Governance survey and analysis, and recommended to the Board, and the Board approved, our Outside Directors Compensation Parameters with no changes.
Elements of Director Compensation
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Elements of Director Compensation
Director Compensation — Board of Directors’ Role and Compensation In February 2022 the Nominating & Governance Committee again retained Pay Governance to provide its annual survey and analysis of director compensation. The Committee considered the Pay Governance survey and analysis, and recommended to the Board, and the Board approved, changes to our Outside Directors Compensation Parameters effective as of the date of the Annual General Meeting. The changes were based on, among other things, a comparison of our compensation structure to that of our competitors and other insurance and similarly-sized companies, that total director compensation was below the median of such companies, and that the annual cash and equity retainers had not been increased since 2019. As a result the annual cash retainer was increased from $125,000 to $135,000 and the annual equity retainer was increased from $180,000 to $190,000. No other change was made with respect to any other element of director compensation. Director Stock Ownership Requirements Our Corporate Governance Guidelines specify director equity ownership requirements to further align their interests with our shareholders. Chubb awards independent directors restricted stock awards as part of their standard compensation. The Company requires minimum equity ownership of $600,000 for outside directors (based on stock price on date of award). Each Director has until the fifth anniversary of his or her initial election to the Board of Directors to achieve this minimum. Deferred restricted stock units (which we no longer grant) and restricted stock, whether or not vested, are counted toward achieving this minimum. All of our Directors who have served for at least five years satisfy Chubb’s director equity ownership requirements. Once a Director has achieved the $600,000 minimum equity ownership, this requirement remains satisfied going forward as long as he or she retains the number of shares valued at $600,000 based on the NYSE closing price for the Company’s Common Shares as of the date such minimum threshold is initially met. Any vested shares held by a Director in excess of the minimum share equivalent may be sold at the Director’s discretion after consultation with our General Counsel. Directors are not permitted to pledge or hedge Common Shares.
Elements of Director Compensation
| 72 | Chubb Limited 2022 Proxy Statement |
Elements of Director Compensation
Director Compensation — 2021 Director Compensation 2021 Director Compensation The following table sets forth information concerning director compensation paid or, in the case of restricted stock awards, earned, during 2021.
Elements of Director Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards1 | All Other Compensation2 | Total | | Michael G. Atieh | $127,000 | $180,000 | $20,000 | $327,000 | | Sheila P. Burke | $127,000 | $180,000 | $13,000 | $320,000 | | James I. Cash3 | $33,250 | $67,500 | $41,956 | $142,706 | | Mary Cirillo4 | $2,000 | $325,000 | $35,000 | $362,000 | | Michael P. Connors | $183,250 | $180,000 | $10,000 | $373,250 | | John A. Edwardson3 | $2,000 | $114,375 | $3,304 | $119,679 | | Robert J. Hugin5 | $2,000 | $305,000 | $20,000 | $327,000 | | Robert W. Scully6 | $2,000 | $340,000 | $20,000 | $362,000 | | Eugene B. Shanks, Jr. | $127,000 | $180,000 | — | $307,000 | | Theodore E. Shasta | $127,000 | $180,000 | $20,000 | $327,000 | | David H. Sidwell | $127,000 | $180,000 | $20,000 | $327,000 | | Olivier Steimer | $152,000 | $180,000 | $40,000 | $372,000 | | Luis Téllez | $93,750 | $112,500 | — | $206,250 | | Frances F. Townsend | $145,750 | $180,000 | — | $325,750 |
Elements of Director Compensation
1 This column reflects restricted stock awards earned during 2021. Restricted stock awards were granted on the date of the 2021 and 2020 annual general meetings, respectively, and vest on the date of the subsequent year annual general meeting. The grant date fair value of the restricted stock awards for 2021 are based on the Common Share value of $166.16 and amount to $179,951 for each director. This amount does not include Common Shares received in lieu of cash for annual retainer or committee fees earned, which are described in footnotes three, four, five and six to this table. 2 All other compensation also includes matching contributions made under our matching contribution program for directors (pursuant to which we match director charitable contributions to eligible non-profit organizations up to a maximum amount, which was $40,000 in 2021; see “Board of Directors’ Role and Compensation” above for additional details) and retirement gifts. Chubb credits dividend equivalents on previously granted deferred restricted stock units (which Chubb stopped issuing in 2009) held by a few longer-serving directors and market value units held by directors that were assumed in connection with the Chubb Corp. acquisition in 2016. Stock units are issued equivalent in value to the dividend payments that those directors would have received if they held stock. In accordance with SEC rules, “All Other Compensation” does not include these dividend payments because the dividends relate to awards granted many years ago and the underlying awards were granted at fair value based on the closing stock price on the date of the award, which factored in future dividend payments. 3 Dr. Cash and Mr. Edwardson each retired from our Board upon the expiration of their respective terms at the May 2021 annual general meeting. Included in Mr. Edwardson’s stock awards is a pro-rated portion of the annual retainer fee of $125,000 paid in stock, rather than cash, at the election of the director. 4 Included in Ms. Cirillo’s stock awards are the following amounts which were paid in stock, rather than cash, at the election of the director: an annual retainer fee of $125,000 for which she received 753 restricted stock awards and a committee chair fee of $20,000 for which she received 120 restricted stock awards. 5 Included in Mr. Hugin’s stock awards is an annual retainer fee of $125,000 for which he received 753 restricted stock awards, rather than cash, at the election of the director. Included in Mr. Scully’s stock awards are the following amounts which were paid in stock, rather than cash, at the election of the director: an annual retainer fee of $125,000 for which he received 753 restricted stock awards and a committee chair fee of $35,000 for which he received 211 restricted stock awards.
Elements of Director Compensation
| Chubb Limited 2022 Proxy Statement | 73 |
Elements of Director Compensation
Information About Our Share Ownership How Many Shares Do Our Directors, Nominees and SEC Executive Officers Own? The following table sets forth, as of March 25, 2022, the beneficial ownership of Common Shares by each of our NEOs, directors and director nominees, and by all directors, director nominees and SEC executive officers as a group. Unless otherwise indicated, the named individual has sole voting and investment power over the Common Shares listed in the Common Shares Beneficially Owned column. The Common Shares listed for each director, director nominee and NEO, and for all directors, director nominees and SEC executive officers as a group, constitute less than 1% of our outstanding Common Shares.
Elements of Director Compensation
| Name of Beneficial Owner | Common Shares Beneficially Owned | Common Shares Subject to Options1 | Restricted Common Shares2 | | Evan G. Greenberg3 4 10 11 | 758,775 | 790,532 | 222,055 | | Peter C. Enns10 | 3,000 | — | 28,418 | | Philip V. Bancroft4 10 11 15 | 35,518 | 119,954 | 22,501 | | John W. Keogh3 10 | 186,003 | 224,670 | 89,433 | | Paul J. Krump10 11 12 | 20,464 | — | 38,750 | | John J. Lupica3 10 | 152,196 | 146,437 | 69,795 | | Michael G. Atieh5 6 7 | 16,579 | — | 1,083 | | Kathy Bonanno | — | — | — | | Sheila P. Burke13 14 | 5,244 | — | 1,083 | | Mary Cirillo6 | 26,070 | — | 1,956 | | Michael P. Connors | 14,279 | — | 1,083 | | Robert J. Hugin8 | 13,251 | — | 1,836 | | Robert W. Scully9 | 42,802 | — | 2,047 | | Eugene B. Shanks, Jr. | 11,369 | — | 1,083 | | Theodore E. Shasta | 14,556 | — | 1,083 | | David H. Sidwell | 11,150 | — | 1,083 | | Olivier Steimer6 | 19,251 | — | 1,083 | | Luis Téllez | — | — | 1,083 | | Frances F. Townsend | 1,290 | — | 1,083 | | All directors and executive officers as a group (23 individuals) | 1,658,656 | 1,600,797 | 588,157 |
Elements of Director Compensation
1 Represents Common Shares that the individual has the right to acquire within 60 days of March 25, 2022 through option exercises. For Mr. Greenberg, amount includes options that were gifted to entities for which adult family members of Mr. Greenberg are beneficiaries and for which he has no pecuniary interest. 2 Represents Common Shares with respect to which the individual has the power to vote (but not to dispose of). 3 Messrs. Greenberg, Keogh and Lupica share with other persons the power to vote and/or dispose of 72,085 shares, 13,675 shares and 88,700 shares, respectively, of the Common Shares listed. Of the Common Shares listed as held by all directors and executive officers as a group (including those in the immediately preceding sentence), the power to vote and/or dispose of 176,795 Common Shares is shared with other persons. 4 Mr. Greenberg has pledged 240,000 of the Common Shares beneficially owned by him and Mr. Bancroft has pledged 32,541 of the Common Shares beneficially owned by him. The amount included in the table for Mr. Greenberg also contains 338,294 additional pledged Common Shares that are owned by entities in which adult family members of Mr. Greenberg are beneficiaries. In each of the cases in this footnote, such pledging is consistent with the Company’s share pledging policy under which, effective January 2017, new pledging of any Chubb shares owned by executive officers or directors is prohibited. 5 Included in these amounts are Common Shares that will be issued to the director immediately upon his separation from the Board. These Common Shares relate to vested stock units granted as directors compensation and associated dividend reinvestment accruals. The number of such Common Shares at March 25, 2022 included in the above table for Mr. Atieh is 15,732 shares. 6 Not included in these amounts are Common Shares that will be issued to the director no earlier than 6 months following his or her separation from the Board. Such Common Shares relate to deferred restricted stock units granted as directors compensation and associated dividend reinvestment accruals. The number of such Common Shares at March 25, 2022 not included in the above table for each director is as follows: Mr. Atieh (21,227), Ms. Cirillo (15,389) and Mr. Steimer (3,728). Includes 847 shares held by a family foundation. Mr. Atieh has no pecuniary interest in these shares.
Elements of Director Compensation
| 74 | Chubb Limited 2022 Proxy Statement |
Elements of Director Compensation
Information About Our Share Ownership — How Many Shares Do Our Directors, Nominees and SEC Executive Officers Own? Includes 335 shares held by Mr. Hugin’s sons, of which Mr. Hugin disclaims beneficial ownership. 9 Includes 2,775 shares held by Mr. Scully’s daughter, of which Mr. Scully disclaims beneficial ownership. 10 Not included in these amounts are Restricted Common Shares representing a premium performance award with respect to the performance share awards granted in 2019, 2020, 2021 and 2022. Such Restricted Common Shares will vest on the third anniversary, subject to the satisfaction of certain service and performance-based criteria. Such shares will not be entitled to vote until vested. Dividends will be accumulated and distributed only when, and to the extent, that the shares have vested. The number of such Restricted Common Shares at March 25, 2022 not included in the above table for each NEO is as follows: Mr. Greenberg (144,336), Mr. Bancroft (14,625), Mr. Enns (8,171), Mr. Keogh (53,939), Mr. Krump (25,188) and Mr. Lupica (37,874). 11 Not included in these amounts are Restricted Stock Unit (RSU) awards granted in 2019 and 2020 for Mr. Greenberg and in 2019, 2020 and 2021 for Mr. Bancroft and in 2019, 2020, 2021 and 2022 for Mr. Krump. Such RSUs will vest evenly over four years. RSUs will not be entitled to vote until vested. Upon vesting, one Common Share will be delivered for each vested RSU. The number of such RSUs at March 25, 2022 not included in the above table for each NEO is as follows: Mr. Greenberg (12,737), Mr. Bancroft (5,574) and Mr. Krump (9,530). 12 Not included are 9,685 fully vested Deferred Stock Units that will not be payable, unless further deferred, until 6 months after separation from service. 13 Not included in these amounts are fully vested Market Value Units payable in Common Shares that will be paid out 3 months after separation from service, unless further deferred. The number of such Common Shares at March 25, 2022 for Ms. Burke is 11,012. 14 Not included in these amounts are fully vested Deferred Stock Units that will not be payable, unless further deferred, until the 90th day after the earliest to occur of the director’s (i) death, (ii) disability, or (iii) separation from service. The number of such Common Shares at March 25, 2022 for Ms. Burke is 28,837. 15 Includes shares beneficially owned by Mr. Bancroft, a named executive officer. Mr. Bancroft retired from the position of Chief Financial Officer of the Company effective July 1, 2021, and is no longer an executive officer of the Company. Which Shareholders Own More Than 5% Of Our Shares? The following sets forth information regarding each person, including corporate groups, known to us to own beneficially or of record more than 5% of our outstanding Common Shares as of December 31, 2021.
Elements of Director Compensation
| Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | Percent of Class | | The Vanguard Group1 100 Vanguard Blvd. Malvern, Pennsylvania 19355 | 35,503,624 | 8.24% | | Wellington Management Group LLP2 c/o Wellington Management Company LLP 280 Congress Street Boston, Massachusetts 02210 | 27,645,799 | 6.42% | | BlackRock, Inc.3 55 East 52nd Street New York, New York 10055 | 27,072,528 | 6.3% | | T. Rowe Price Associates, Inc.4 100 E. Pratt Street Baltimore, Maryland 21202 | 22,571,047 | 5.2% | | State Street Corporation5 State Street Financial Center 1 Lincoln Street Boston, Massachusetts 02111 | 21,994,670 | 5.11% | | Capital International Investors6 333 South Hope Street, 55th Fl Los Angeles, CA 90071 | 21,774,217 | 5.1% |
Elements of Director Compensation
1 Based on a Schedule 13G/A filed by The Vanguard Group on February 9, 2022. The Vanguard Group, together with certain of its wholly-owned subsidiaries acting as investment managers, may be deemed to have had beneficial ownership of 35,503,624 shares of common stock. No one person was known to have an interest with respect to more than 5% of the class of shares. The Vanguard Group had shared voting power over 687,789 shares, sole dispositive power over 33,757,315 shares, and shared dispositive power over 1,746,309 shares. 2 Based on a Schedule 13G/A filed by Wellington Management Group LLP (Wellington) on February 4, 2022. Wellington may be deemed to have had beneficial ownership of 27,645,799 shares of common stock that are owned by investment advisory clients, none of which is known to have such interest with respect to more than 5% of the class of shares. Wellington had shared voting power over 26,658,203 shares and shared dispositive power over 27,645,799 shares. 3 Based on a Schedule 13G/A filed by BlackRock Inc. on February 1, 2022. BlackRock, together with certain of its affiliates, may be deemed to have had beneficial ownership of 27,072,528 shares of common stock. No one person was known to have an interest with respect to more than 5% of the class of shares. BlackRock had sole voting power over 23,057,956 shares and sole dispositive power over 27,072,528 shares. 4 Based on a Schedule 13G/A filed by T. Rowe Price Associates, Inc. (Price Associates) on February 14, 2022. Price Associates may be deemed to have had beneficial ownership of 22,571,047 shares of common stock. Price Associates had sole voting power over 10,272,677 shares and sole dispositive power over 22,571,047 shares. These shares are owned by various individual and institutional investors which Price Associates serves as an investment adviser with power to direct investments and/or sole power to vote the securities, none of which is known to have such interest with respect to more than 5% of the class of shares. For the purposes of the reporting requirements of the Exchange Act, Price Associates is deemed to be a beneficial owner of such shares; however, Price Associates expressly disclaims that it is, in fact, the beneficial owner of such shares. 5 Based on a Schedule 13G filed by State Street Corporation (State Street) on February 10, 2022. State Street, together with certain of its affiliates, may be deemed to have had beneficial ownership of 21,994,670 shares of common stock. No one person was known to have an interest with respect to more than 5% of the class of shares. State Street had shared voting power over 19,721,135 shares and shared dispositive power over 21,931,069 shares. Based on a Schedule 13G/A filed by Capital International Investors (CII), a division of Capital Research and Management Company, on February 11, 2022. CII may be deemed to have had beneficial ownership of 21,774,217 shares of common stock as a result of acting as investment adviser in accordance with the rules of the Exchange Act. CII had sole voting power over 21,577,047 shares and sole dispositive power over 21,774,217 shares. No one person was known to have an interest with respect to more than 5% of the class of shares. For the purposes of the reporting requirements of the Exchange Act, CII is deemed to be a beneficial owner of such shares; however, CII expressly disclaims that it is, in fact, the beneficial owner of such shares.
Elements of Director Compensation
| Chubb Limited 2022 Proxy Statement | 75 |
Elements of Director Compensation
Compensation Committee Report The Compensation Committee has reviewed and discussed the Compensation Discussion & Analysis contained in this proxy statement with management. Based on our review and discussions with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion & Analysis be included in this proxy statement for the 2022 Annual General Meeting and the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. This report has been approved by all members of the Committee. Frances F. Townsend, Chair Mary Cirillo Michael P. Connors
Elements of Director Compensation
| 76 | Chubb Limited 2022 Proxy Statement |
Compensation Discussion & Analysis
| Executive Summary | 78 | | Compensation Program Overview | 85 | | Our Compensation Philosophy | 85 | | What We Reward: Individual and Company Performance Criteria | 86 | | Components of Total Direct Compensation | 87 | | Compensation Practices and Policies | 88 | | The Relationship of Compensation to Risk | 89 | | How We Use Peer Group and Market Data in Determining Compensation | 91 | | How We Determine Total Direct Compensation Pay Mix | 92 | | Elements of Total Direct Compensation | 92 | | Equity Compensation | 93 | | Stock Option, Performance Share and Restricted Stock Grants: Timing and Pricing | 95 | | How We Determine and Approve NEO Compensation | 96 | | 2021 NEO Total Direct Compensation and Performance Summary | 98 | | Executive Compensation Tables | 103 |
Compensation Profile
Compensation Profile Approximately 94% of the total direct compensation of our CEO and 88% of the total direct compensation of our other named executive officers* (NEOs) is variable or “at-risk.” Additionally, with respect to the annual long-term incentive equity award grant, in 2021 the Compensation Committee eliminated time-based restricted stock awards and moved to 100% performance-based vesting for the Chief Executive Officer (CEO), Chief Operating Officer (COO) and President, North America Insurance. Each of these executive’s annual equity award mix is now comprised entirely of performance shares and stock options. The percentage mix of performance shares was also increased to 75% for the other NEOs. The compensation components for each of our NEOs as considered by the Compensation Committee are summarized in the charts below. Further detail is provided in “2021 NEO Total Direct Compensation and Performance Summary” beginning on page 98. CEO Total Direct Compensation Other NEOs Total Direct Compensation*
Pay-for-Performance Framework
| | Annual Cash Incentive | Long-Term/Equity Incentive | | CEO | 0-6X base salary | 0-12X base salary | | Other NEOs | 0-4X base salary | 0-8X base salary |
How We Use Peer Groups
How We Use Peer Groups We utilize two peer groups in order to (1) assess our financial performance against key metrics relative to our P&C insurance industry peers with whom we compete for business (Financial Performance Peer Group) and (2) align our CEO compensation with companies of comparable size and complexity that we seek to be competitive with for talent and compensation purposes (Compensation Benchmarking Peer Group). The Compensation Committee reviews and assesses the peers in both groups at least annually.
How We Use Peer Groups
| Financial Performance Peer Group | Compensation Benchmarking Peer Group | | | • The Allstate Corporation • American International Group, Inc. • CNA Financial Corporation • The Hartford Financial Services Group, Inc. • The Travelers Companies, Inc. • Zurich Financial Services Group | • The Allstate Corporation • American Express Company • American International Group, Inc. • Aon plc • Bank of America Corporation • The Bank of New York Mellon • BlackRock, Inc. • Cigna Corp. | • Citigroup Inc. • The Goldman Sachs Group, Inc. • Marsh & McLennan Companies, Inc. • MetLife, Inc. • Morgan Stanley • Prudential Financial, Inc. • The Travelers Companies, Inc. |
Long-Term Performance Highlights
Long-Term Performance Highlights Chubb has a distinguished and consistent track record of performance and outperformance relative to its insurance industry peers. The following charts reflect our performance across key financial and operating measures starting in 2004 when Evan Greenberg became CEO of the Company. Source: SNL and company disclosures
Long-Term Performance Highlights
| 82 | Chubb Limited 2022 Proxy Statement |
2021 Performance: Key Metrics and Strategic Achievements
2021 Performance: Key Metrics and Strategic Achievements The Compensation Committee evaluates our absolute and relative financial performance across the five key metrics detailed below, as well as TSR. The Committee reviews relative Company financial performance against the Financial Performance Peer Group. In performing this assessment, the Committee considered that Chubb’s reported core operating income, core operating ROE and core operating ROTE do not include realized gains and losses on private equity investments, while each other member of the peer group does include such realized gains and losses. Therefore, to allow for an accurate and undistorted comparison of Company performance relative to its peers, the Committee included realized gains and losses on private equity investments in the Company’s results to evaluate core operating income, core operating ROE and core operating ROTE against its peers. On average across the key metrics, our performance relative to the Financial Performance Peer Group was at the 88th percentile. Based on reported results, which only for Chubb’s results excluded realized gains and losses on private equity investments, our performance on average was at the 68th percentile. Overall 2021 financial performance was excellent and one of the best in our Company’s history, with record earnings, underwriting results and investment income, as well as excellent underlying revenue growth and outstanding fundamentals. On an absolute basis, the Company exceeded prior year performance on four of the five key metrics. On a relative basis, Chubb outperformed its peers on each of the key financial metrics, and significantly outperformed on four of the five metrics as detailed below. The Committee also recognized the strong TSR results relative to the peer group.
2021 Compensation Decisions
| In determining the compensation direction of the Company and in setting the 2021 compensation for the CEO and other NEOs, the Compensation Committee considered the Company’s performance on key financial metrics on an absolute basis and relative to its Financial Performance Peer Group, progress and execution on operational and strategic objectives, and shareholder value creation. When deciding 2021 variable pay for the CEO and other NEOs, including both cash bonuses and long-term incentive equity awards, the Compensation Committee recognized their outstanding leadership, sound judgment and steadfast focus, which drove record earnings, excellent premium revenue growth and underwriting margin improvement for 2021 while significantly strengthening our reserve positions. The Compensation Committee determined to increase the CEO’s variable compensation reflecting the Company’s excellent financial performance, successful progress and execution on operational and strategic objectives, and strong shareholder value creation. The CEO’s long-term incentive equity award was increased by $2 million to $15.5 million, and in making such decision the Committee considered the forward-looking nature of such awards, consistent with the Company’s compensation practices linking pay with the long-term performance of the Company and aligning a significant portion of compensation with the creation of shareholder value. The Committee also determined to increase the CEO’s annual cash bonus by $1.8 million to $7.5 million, or an increase of $800,000 compared to 2019. The Committee again determined not to increase the CEO’s base salary, which has remained flat since 2015. The Compensation Committee believes that 2021 compensation decisions for the CEO and other NEOs are reflective of the Company’s overall operating, strategic, financial and stock price performance, and thus are aligned with shareholders. Further details on the compensation decisions for the CEO and other NEOs are described in “2021 NEO Total Direct Compensation and Performance Summary” beginning on page 98. The Compensation Committee’s and Board’s compensation decisions for 2021 reflect the Company’s philosophy to closely link pay to performance, ensuring that its leadership team remains highly motivated, and strongly aligning remuneration outcomes with the creation of shareholder value. The decisions also demonstrate the use of short- and long-term variable pay components to adjust compensation to reflect current year results and longer-term impacts. The success of this philosophy is demonstrated in this year’s excellent financial performance, both on an absolute basis and relative to Chubb’s Financial Performance Peer Group, as well as in long-term stock price performance. Over the past 18 years, under Evan Greenberg’s leadership, the Company has had outstanding growth in tangible book value per share, an industry-leading combined ratio and strong TSR as measured against its peers. |
Our Compensation Philosophy
Our Compensation Philosophy We structure our compensation program to fairly compensate our management and to enhance shareholder value by continuing to closely align our executive compensation program and practices with the interests of our shareholders. Our compensation practices balance long-term and short-term awards. We seek to closely link pay to Company performance. We believe this encourages business decision-making aligned with the long-term interests of the Company and our shareholders, without encouraging or rewarding excessive risk. We also vary and adjust our compensation structure and components to support the human resource requirements of our business in all the markets, globally, in which we operate. Our goal is to attract and retain highly qualified executives who are talented, experienced, disciplined, motivated and of the highest integrity. We compete for talent with property and casualty insurers, specialty insurers, and financial services companies worldwide. Given the complexity and global nature of our business, as well as the enhanced responsibilities for our executives resulting from the size and scale of our business, our compensation practices must enable us to attract and retain the highest caliber executives with specific capabilities such as knowledge of international insurance markets and the ability to effectively manage teams and organizations in multiple geographies around the world. We strive to develop and administer compensation practices that enable us to retain and motivate top talent in the markets in which we operate while, at the same time, administering integrated compensation practices for our employees globally. As our business performance and industry reputation continue to grow in comparison with our peer companies, we have become a potential source of talent for peer companies. This has made retention of our executives and other employees even more challenging and continues to be a critical priority.
Components of Total Direct Compensation
| | Component | What We Reward | Target Opportunity Range | What It Achieves | | Fixed compensation | Base salary | Annual base salary, which is closely tied to role and market. | Base salary is targeted at the median of our compensation peer group and industry peers. | Provides a competitive market-based level of fixed compensation. | | Variable compensation | Cash bonus | Each NEO’s annual cash bonus is based on the prior year’s performance, as measured against: • Individual Performance Criteria; • Company Performance Criteria; and • for some NEOs, the performance of the operating unit(s) directly managed by the NEO. | The specific annual cash bonus opportunity based on performance for each NEO ranges from: • CEO: 0 to 6X annual base salary; and • Other NEOs: 0 to 4X annual base salary. | Ties officer pay to annual Company and individual performance. | | | Long-term incentive equity awards Stock options (time-based) Restricted stock (time-based) Performance shares • Target Awards • Premium Awards | The value of each NEO’s long-term incentive compensation award is based on the prior year’s performance, as measured against: • Individual Performance Criteria; • Company Performance Criteria; and • for some NEOs, the performance of the operating unit(s) directly managed by the NEO. The ultimate value realized from these awards is based on the Company’s stock price performance as well as, with respect to performance shares, relative tangible book value per share growth and P&C combined ratio performance over time. Premium Awards are also subject to a TSR modifier. | The value of the award is determined as a percentage of annual base salary. This varies among NEOs depending on position and performance. The value of the award may go up to 8X annual base salary for NEOs other than the CEO, for whom the range is up to 12X annual base salary. | Ties the current year’s awards to future performance. The Compensation Committee determines a specific long-term incentive equity award for each NEO that is linked both to prior year performance and multi-year future performance. Stock options reward stock price appreciation. Restricted stock (time-based) aligns executive interests with those of shareholders and supports executive retention. Performance shares encourage superior growth in tangible book value per share and a strong P&C combined ratio relative to peers, as well as superior TSR. |
Annual Board Committee Review of Executive Compensation Practices
Annual Board Committee Review of Executive Compensation Practices The Chair of the Compensation Committee meets annually with the Risk & Finance Committee of the Board of Directors to conduct a risk assessment of our executive compensation practices and discuss how specific business risks of concern to the Risk & Finance Committee are taken into account and mitigated as part of the compensation risk analysis and our compensation structure. Chubb’s management, including leaders in Legal and Human Resources, provide a risk assessment of our compensation program to the Compensation Committee for its review. Additionally, the Compensation Committee considers the following factors to be important in discouraging excessive risk: The Chubb Code of Conduct The Chubb Code of Conduct is at the heart of our corporate culture and drives every business decision our executives and employees make. The Board considers Chubb’s values-oriented culture to be a key factor in mitigating risky behavior. Executive Stock Ownership Requirements Chubb’s stock ownership guidelines require our NEOs to hold substantial amounts of equity. For our CEO, the guideline amount is seven times annual base salary, while for the other NEOs, the guideline amount is four times annual base salary. We believe that stock ownership encourages appropriate decision-making that aligns with the long-term interests of our shareholders. Compensation Alignment with Our Peer Group Our compensation program target levels are benchmarked annually to ensure consistency with peers. For our CEO, we rely exclusively on the Compensation Benchmarking Peer Group. For the other NEOs, we rely on proxy statement data and on broad survey data of insurance industry companies.
Our NEO Compensation Components and Their Relationship to Risk
Our NEO Compensation Components and Their Relationship to Risk Variable pay for our NEOs in the form of annual cash bonuses and equity grants comprises the substantial majority of each NEO’s annual total compensation. Base salary provides a fixed level of compensation for our NEOs and represents a relatively small portion of their overall compensation. Adjustments to base salary are driven more by competitive market data for similar positions as opposed to being tied to performance or short-term financial results and are targeted to market median. Cash bonuses are determined primarily by the prior calendar year’s results on key financial performance metrics as measured against a defined group of industry peers, prior year performance and Board-approved plan. These metrics are tangible book value per share growth, P&C combined ratio, core operating return on equity, core operating return on tangible equity and core operating income. These specific financial performance metrics, taken together, have been selected in part because they encourage sound business decision-making and measure the creation of both short- and long-term enterprise value. Equity awards deliver the remainder — and typically the majority — of each NEO’s total compensation. The types of equity awards and vesting periods are described in the following chart.
Our NEO Compensation Components and Their Relationship to Risk
| Type of Award | Vesting Period | | Performance Shares | Cliff vest at end of 3-year performance period if established performance criteria are met | | Restricted Stock (time-based) | Evenly over a 4-year period from date of grant | | Stock Options | Evenly over a 3-year period from date of grant (10-year exercise period) |
Our NEO Compensation Components and Their Relationship to Risk
Consequently, the majority of each NEO’s total annual compensation is directly tied to the medium-term and long-term performance of the Company. We believe that executive performance is reasonably reflected in stock price over time, or ought to be, and we do not manage the Company (nor manage our executive compensation practices) to achieve or reward short-term fluctuations or anomalies in market conditions. While stock price may be an imperfect short-term marker for executive compensation, we believe it is a reasonable long-term tool for aligning executive compensation with shareholder interests. Twenty-five percent of the value of each NEO’s annual long-term incentive equity award consists of 10-year options with strike prices set as of the award date. Because options often have more value when held longer, they are particularly suitable for encouraging long-term performance. The remaining 75% of each NEO’s annual equity award consists, depending on the NEO, entirely of performance shares or a mix of performance shares and time-based restricted stock, of which performance shares comprise a significant portion. For grants beginning February 2021, performance shares comprise 100% of this portion of the annual equity grant to each of the CEO, COO and President, North America Insurance, and 75% for the other NEOs. Prior to that, from January 2017 performance shares comprised this portion of 75% of the CEO’s, 66% of the COO’s and 60% of the other NEOs’ equity grant. This means that awards in a given year are significantly dependent on objectively measured operating performance relative to industry competitors over a multiple year period, making a substantial percentage of overall compensation dependent on long-term outcomes relative to the competition.
Our Assessment of Compensation Risk
Executive Compensation — How We Use Peer Group and Market Data in Determining Compensation How We Use Peer Group and Market Data in Determining Compensation The Compensation Committee recommends to the full Board and the Board approves the total direct compensation for the CEO. The Compensation Committee also reviews and approves or modifies the CEO’s recommendations for the total direct compensation for the other NEOs and direct reports to the CEO. As part of the annual compensation review process, the Compensation Committee evaluates: • Each NEO’s individual compensation against compensation levels for comparable positions in the market. For our CEO, the Committee focuses on data from our Compensation Benchmarking Peer Group, a group of companies with characteristics similar to us that best defines the market in which we compete for executive talent. For our NEOs directly managing an operating unit or support function, the Committee focuses on proxy statement data and on broad survey data of insurance industry companies. • Company performance against the financial performance of companies in a second peer group that best defines the market in which we compete for business, which we refer to as our Financial Performance Peer Group.
How We Select, and Who is Currently in, Our Compensation Benchmarking Peer Group
How We Select, and Who is Currently in, Our Compensation Benchmarking Peer Group For our CEO, we rely exclusively on the Compensation Benchmarking Peer Group. For the other NEOs, we rely on proxy statement data and on broad survey data of other insurance companies obtained from Willis Towers Watson and Mercer. The Compensation Committee reviews the composition of our Compensation Benchmarking Peer Group on an annual basis. The Compensation Committee’s independent executive compensation consultants assist in the annual evaluation of this group. Our Compensation Benchmarking Peer Group is intended to be a group of companies that are similar to us in various ways that best define the market in which we compete for executive talent. Our Compensation Committee determined to make no changes to the composition of this 15-member peer group from last year. When the Compensation Committee originally formulated the peer group, it conducted a thorough analysis to align the peer group with our meaningfully larger size and scope following the Chubb Corp. acquisition in January 2016. The analysis considered multiple characteristics, such as industry relevance, market capitalization, revenues and number of business lines, to identify companies within and outside our industry to constitute a robust group of peer companies. Our compensation peer group includes insurance companies with different primary businesses than ours and other financial services companies, which together complemented the remaining property and casualty companies on the list. Specifically, we include eight global insurance companies (three of which are global life/health companies and two of which are brokers) and seven global financial services companies. Based on our size (as the largest publicly traded P&C insurance company), our operational complexity (in terms of diversity of distribution channels, product and geography) and our risk profile, the Compensation Committee believes that this peer group supports more valid and appropriate CEO compensation decision-making than using our much smaller Financial Performance Peer Group. In developing our Compensation Benchmarking Peer Group, we note that there are an insufficient number of comparable property and casualty insurers because, with few exceptions, they are considerably smaller than we are. Compared to peers outside the property and casualty insurer group we may experience more volatility (particularly with regard to the impact of catastrophe losses) and there are different factors impacting our financial statements, and therefore these peers may have markedly different results in a given year than the Company for external reasons. However, these companies’ size and complexity better match the Company’s characteristics and therefore make them viable compensation peers. Our 2021 Compensation Benchmarking Peer Group is:
How We Select, and Who is Currently in, Our Compensation Benchmarking Peer Group
| • The Allstate Corporation • American Express Company • American International Group, Inc. • Aon plc • Bank of America Corporation • The Bank of New York Mellon • BlackRock, Inc. | • Cigna Corp. • Citigroup Inc. • The Goldman Sachs Group, Inc. • Marsh & McLennan Companies, Inc. • MetLife, Inc. • Morgan Stanley • Prudential Financial, Inc. • The Travelers Companies, Inc. |
How We Select, and Who is Currently in, Our Financial Performance Peer Group
How We Select, and Who is Currently in, Our Financial Performance Peer Group The Financial Performance Peer Group includes companies that we view as comparable to us from a business perspective and our closest direct business competitors. The Compensation Committee annually reviews the composition of the Financial Performance Peer Group, with assistance from its independent compensation consultants. The Committee determined not to make any changes to this group in 2021. The Financial Performance Peer Group includes three companies in the Compensation Benchmarking Peer Group that are considered commercial property and casualty insurance companies. It also has three additional commercial
How We Select, and Who is Currently in, Our Financial Performance Peer Group
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How We Select, and Who is Currently in, Our Financial Performance Peer Group
Executive Compensation — How We Use Peer Group and Market Data in Determining Compensation property and casualty insurance companies that are not in the Compensation Benchmarking Peer Group because of their size and ownership structure relative to the Company. We think the Financial Performance Peer Group is the most relevant peer group to compare to the financial performance of the Company on tangible book value per share growth, P&C combined ratio, core operating return on equity, core operating return on tangible equity and core operating income. Our 2021 Financial Performance Peer Group is:
How We Select, and Who is Currently in, Our Financial Performance Peer Group
| • The Allstate Corporation • American International Group, Inc. • CNA Financial Corporation • The Hartford Financial Services Group, Inc. | • The Travelers Companies, Inc. • Zurich Financial Services Group |
How We Select, and Who is Currently in, Our Financial Performance Peer Group
How We Determine Total Direct Compensation Pay Mix
Introduction—Determining the Mix of Total Direct Compensation
Introduction—Determining the Mix of Total Direct Compensation The components of our NEO’s total direct compensation vary depending on level. Our more senior officers receive a greater percentage of their total direct compensation as variable or at-risk compensation. This consists of an annual cash bonus and long-term incentive equity award composed of stock options, performance shares and, for two of our NEOs, time-based restricted stock. The substantial majority of the equity award for our NEOs is in the form of performance shares, as described below. Total cash compensation, which consists of annual base salary and annual cash bonus, is typically less than half of total direct compensation. For the CEO, the Compensation Committee reviews the percentage of total direct compensation delivered in annual base salary, annual cash bonus, and long-term incentive equity awards compared to the companies in our Compensation Benchmarking Peer Group. For all NEOs other than the CEO, the Compensation Committee also considers the broader insurance market.
Elements of Total Direct Compensation
Elements of Total Direct Compensation Annual Base Salary The Compensation Committee reviews and approves or modifies the CEO’s recommendations for the annual base salary of each NEO. The Compensation Committee recommends, and the full Board of Directors determines, the annual base salary for the CEO. On an annual basis, the Committee reviews each NEO’s actual annual base salary in reference to the median compensation levels for comparable positions at companies in our Compensation Benchmarking Peer Group and, as applicable, broader insurance industry peers. The Committee relies on industry-specific market survey data for NEOs other than the CEO. While we typically target annual base salary to be at the median of the market, each NEO’s actual annual base salary may fall above or below the market median based on performance, experience, time in position and other considerations. Variable Compensation—Bonus and Equity Compensation Awards We use variable performance-based compensation in the form of the annual cash bonus and long-term incentive equity awards in combination with annual base salary to provide an overall compensation opportunity that is closely tied to performance. When both Company performance and individual performance are considered outstanding, NEOs have the opportunity to achieve total direct compensation that approximates the 75th percentile of compensation for comparable positions at companies in our Compensation Benchmarking Peer Group (for the CEO) and our broader insurance industry peers (for other NEOs). The Compensation Committee’s independent compensation consultants, Pay Governance, assess the competitive percentile for a given position based on an analysis of compensation disclosures in the most recent publicly available Compensation Benchmarking Peer Group proxy statements in combination with industry-specific market survey data. The Compensation Committee considers the opportunity to achieve or exceed the 75th percentile for outstanding performance appropriate because of the high performance expectations to which our Company executives are held, the prevailing competition for talent within our Compensation Benchmarking Peer Group and industry, and the ambitious financial goals of the Company, which the Board reviews and approves each year. Annual Cash Bonus The annual cash bonus component of total direct compensation provides a timely link between recent performance and compensation. This allows the Compensation Committee to adjust annual compensation to reflect overall Company financial performance during the prior fiscal year as well as the individual performance of each NEO.
Elements of Total Direct Compensation
Each NEO’s 2021 annual cash bonus was determined in early 2022 and was based on 2021 performance, as measured against: • Individual Performance Criteria; • Company Performance Criteria; and • for some NEOs, as further specified elsewhere in this Compensation Discussion & Analysis, the performance of the operating unit(s) directly managed by the NEO. This process culminates in a specific annual cash bonus opportunity for each NEO that ranges between zero and 4X annual base salary based on performance, with the exception of the CEO, for whom the range is up to 6X annual base salary. Long-Term Incentive Equity Awards The Compensation Committee bases the value of each NEO’s long-term incentive compensation award on the prior year’s performance as measured against the Individual and Company Performance Criteria, described above, as well as, for some NEOs as further specified below, the performance of the operating unit(s) directly managed by the NEO. The Compensation Committee also considers and uses long-term incentive equity awards, principally in the form of performance shares and stock options, and, for some of our NEOs, time-based restricted stock, as: • a timely link between recent performance and compensation; • a forward-looking vehicle for retention of executive talent due to the multi-year vesting schedule for equity awards; • an important driver of long-term performance and risk management; and • a key link for aligning shareholder and executive interests. This process culminates in a specific long-term incentive equity award for each NEO that is linked both to prior year and multi-year future performance. The range of the value of the award as a percentage of annual base salary varies among NEOs depending on position and performance. The value of the award may go up to 8X annual base salary for NEOs other than the CEO, for whom the range is up to 12X annual base salary.
Equity Compensation
Equity Compensation Performance Share Criteria and Vesting Stock options make up 25% of each NEO’s equity award. Depending on the NEO, the remaining 75% portion consists either entirely of performance shares or a mix of performance shares and time-based restricted stock. The performance criteria are applied to 100% of this portion of the annual equity award to each of the CEO, COO and President, North America Insurance, and 75% of the stock awards granted to the other NEOs and designated executives. To determine whether performance share awards vest, we compare our performance on a relative basis to our Financial Performance Peer Group. Our performance criteria tie the three-year cliff vesting of these awards to specified relative performance targets, namely our tangible book value per share growth (70% weighting) and P&C combined ratio (30% weighting). We selected these financial measures because they are strong indicators of growth in shareholder value and underwriting profitability for a commercial property and casualty insurer and common financial performance measures for companies in our industry. If performance exceeds the 75th percentile, relative TSR is then measured to determine the number of Premium Awards that will vest.
Equity Compensation
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Equity Compensation
Performance Shares—Target Awards and Premium Awards We have two types of performance share awards: Target Awards and Premium Awards. The performance measurement and vesting requirements for each is summarized below:
Equity Compensation
| | Performance Measurement | Performance Result | | Target Award Shares Vested | | Target Award | Weighted average of: – Tangible book value per share growth (70%) – P&C combined ratio (30%) Measured against Financial Performance Peer Group during the three-year performance period | Meets or exceeds 50th percentile | | 100% | | | | Exceeds 25th percentile but does not meet or exceed 50th percentile | | Target Award multiplied by a percentage determined by straight-line interpolation between 50% and 100% based on the percentile achieved between the 25th and 50th percentiles | | | | Less than or equal to 25th percentile | | None (shares are forfeited) |
Equity Compensation
If three-year cumulative performance exceeds a certain percentile, a Premium Award of additional shares, over and above the Target Award (up to a maximum of 65% of the Target Award), will be earned as follows:
Equity Compensation
| | Performance Measurement | Performance Result | TSR Result | | Premium Award Shares Vested | | Premium Award | Weighted average of: – Tangible book value per share growth (70%) – P&C combined ratio (30%) TSR modifier if above performance exceeds 75th percentile Measured against Financial Performance Peer Group during the three-year performance period | Exceeds 75th percentile | Meets or exceeds 55th percentile | | 100% | | | | Exceeds 75th percentile | Does not meet or exceed 55th percentile | | 77% | | | | Meets or exceeds 50th percentile but does not exceed 75th percentile | N/A | | Premium Award multiplied by a percentage determined by straight-line interpolation between 0% and 77% based on the percentile achieved between the 50th and 75th percentiles | | | | Does not meet or exceed 50th percentile | N/A | | None (shares are forfeited) |
Equity Compensation
Any Target Awards and Premium Awards earned cliff-vest at the end of the three-year performance period.
Equity Compensation
| Key Features of Performance Share Awards • 3-year cliff-vesting • No “second chance” look-back vesting • Two performance metrics: tangible book value per share growth (70% weighting) and P&C combined ratio (30% weighting) • TSR modifier for Premium Awards • Maximum payout opportunity of 165% of target (was 200% prior to 2017) |
Equity Compensation
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Equity Compensation
Independent Verification of Performance Criteria We have retained Ernst & Young LLP, an independent public accounting firm, to verify the calculations of our performance criteria for the vesting of performance shares and to prepare a report on its findings. Our Compensation Committee reviews the report prepared by Ernst & Young and, based on that report, formally confirms whether, and to what extent, the performance criteria were met for the particular vesting period and how many, if any, performance shares vested as a result. Issuance Criteria for Target Awards and Premium Awards Shares representing Target Awards are issued when the performance award is approved and certified by the Compensation Committee. They are subject to forfeiture if applicable performance criteria are not met. The Compensation Committee lacks discretion to increase the vesting of any performance-based award other than what was achieved based on actual performance. The Committee’s analysis of performance metrics for all performance-based awards may take into account the effect of any extraordinary transaction (including acquisitions, dispositions, extraordinary investments and extraordinary share purchases) on tangible book value and the combined ratio of the Company and peer companies during the applicable performance measurement period. This permits the Committee to ensure that executives are not unduly penalized or enriched for taking actions that it determines are in the best interests of the Company. In May 2021, the Compensation Committee certified that Target Awards granted to NEOs in February 2018 earned a Premium Award of 100% (totaling 65% of the Target Award) following completion of the three-year cumulative performance period. Stock Option, Performance Share and Restricted Stock Grants: Timing and Pricing The Compensation Committee typically grants long-term incentive equity awards to NEOs annually, effective the day of the February Board of Directors meeting. From time to time the Compensation Committee may make off-cycle grants to NEOs to recognize mid-year promotions or other circumstances. In 2021, Mr. Lupica was granted an off-cycle special $1 million time-based restricted stock award in recognition of his strong performance and expanded role as President, North America Insurance. This special recognition award is not considered as part of Mr. Lupica’s annual run rate compensation and was not and will not be considered for the purpose of determining future compensation. Officers who join the Company after February in a given year may be granted stock options, performance shares and restricted stock following their start date. For instance, Mr. Enns joined the Company in 2021 to become Chief Financial Officer. As a buyout or replacement of a portion of his unvested deferred cash and equity and a bonus he forfeited upon leaving his prior employer, he received a special equity grant valued at $3,680,000 in the form of $2,160,000 in time-based restricted stock, $920,000 in performance shares and $600,000 in stock options. (See Summary Compensation Table—Employment Arrangements for further details.) Since these awards were granted to replace compensation forfeited in connection with joining Chubb, they have not been and will not be considered for the purpose of determining future compensation. The option exercise price is the closing price of our Common Shares as traded on the NYSE on the grant date. To determine the number of shares for an option award, we use a notional Black-Scholes option value. The notional value is 25% of the stock price, calculated in each case at the time that we grant the option. We typically base the number of shares to be covered by a restricted stock or performance share grant on the closing stock price on the date that we grant the award. Vesting—Change in Control and Termination of Employment Each year the Compensation Committee reviews the vesting criteria for Executive Management and NEOs. All grants to members of Executive Management and our NEOs are subject to double-trigger vesting upon a change in control. Options, performance shares and restricted stock also vest if a recipient’s termination of employment occurs by reason of death or disability. Continued vesting requires uninterrupted employment with the Company unless the Compensation Committee (by recommendation from the CEO) exercises its discretion and grants continued vesting in unvested equity in connection with an employee’s separation from the Company. Also, upon reaching age 62 and having 10 years of service, employees who retire from the Company in good standing will be granted continued vesting without requiring Compensation Committee approval, except that the Compensation Committee may cancel the Premium Award portion of a performance share award to a retirement-eligible executive who departs the Company within six months of the grant date without appropriate notice.
Equity Compensation
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Equity Compensation
How We Determine and Approve NEO Compensation
Role of Independent Consultants in Advising the CEO and Compensation Committee on NEO Compensation Determinations
Role of Independent Consultants in Advising the CEO and Compensation Committee on NEO Compensation Determinations The Compensation Committee directly retains Pay Governance to assist management in the collection and analysis of relevant market data, including compensation and financial performance data for our Compensation Benchmarking and Financial Performance Peer Groups. Pay Governance also provides compensation benchmarking for the positions held by our NEOs for consideration by the CEO and the Compensation Committee. In addition, the Compensation Committee currently retains Pay Governance to assist it with respect to the compensation of the CEO. For this assignment, Pay Governance meets directly with the Compensation Committee to review Company performance, the performance of the CEO and provides guidance on CEO compensation in the form of proposed compensation ranges for the annual cash bonus and long-term incentive equity award. Pay Governance also facilitates discussion, reviews peer groups and provides guidance on current trends in executive compensation practices, in general, and CEO compensation practices, specifically. The Compensation Committee has the authority to retain and terminate Pay Governance and to approve their fees and other retention terms.
Other NEO 2021 Total Direct Compensation
| Peter C. Enns Chief Financial Officer | | | Corporate Units under his management: | | | • Accounting & Financial Reporting | • Actuarial | | • Investment Management | • Tax | | • Treasury | | | 2021 Performance Criteria Mr. Enns’ compensation was based on overall Company performance, against both financial and strategic objectives, and his individual performance as the Company’s CFO, a role assumed on July 1, 2021, which was evaluated in terms of his execution of a wide and complex set of financially-oriented objectives related to the balance sheet and income statement. Consideration was also given to competitive market data and the targets for annual cash bonus and long-term incentive equity awards set forth in his employment offer letter. Compensation Committee Decisions • Base salary was unchanged • Annual cash bonus was 0.3% above target • Long-term incentive equity award was at target | |
Compensation Committee Decisions
Compensation Committee Decisions • Base salary was increased 5% • Annual cash bonus was increased 21% • Long-term incentive equity award was increased 35% • 2021 total direct compensation was increased 27%
Compensation Committee Decisions
| Paul J. Krump Vice Chairman, Global Underwriting and Claims | | | Corporate Units under his management: | | | • Global Claims | • Corporate Underwriting | | • Global Underwriting | • Risk Engineering Services | | • Environmental Program and Sustainability Strategy | | | 2021 Performance Criteria Mr. Krump’s compensation was based on overall Company performance, against both financial and strategic objectives, the performance of the operating units under Mr. Krump’s direct management, as well as his individual performance. Compensation Committee Decisions • Base salary was unchanged • Annual cash bonus was increased 29% • Long-term incentive equity award was increased 9% • 2021 total direct compensation was increased 13% | |
Compensation Committee Decisions
| John J. Lupica Vice Chairman; President, North America Insurance | | | North America Insurance Business Units under his management: | | | • Commercial Insurance | • Major Accounts | | • Personal Risk Services | • Agribusiness | | • Westchester (excess and surplus) | • Chubb Bermuda | | • Rain & Hail | | | 2021 Performance Criteria Mr. Lupica’s compensation was based on overall Company performance, against both financial and strategic objectives, the performance of the operating units under Mr. Lupica’s direct management, as well as his individual performance. Consideration was also given to competitive market data. Compensation Committee Decisions • Base salary was increased 6% • Annual cash bonus was increased 19% • Long-term incentive equity award was increased 42% (comparison excludes off-cycle $1 million special recognition equity award granted in 2021) • 2021 total direct compensation was increased 29% (excluding 2021 special recognition award) | |
2021 Total Direct Compensation—Supplemental Table
2021 Total Direct Compensation—Supplemental Table Each February, the Compensation Committee and the Board of Directors approve compensation for each NEO including any adjustments to base salary, cash bonus in recognition of prior calendar year’s performance and long-term incentive equity awards. The long-term incentive equity awards consist of stock options, valued using a notional Black Scholes option valuation methodology representing roughly 25% of the closing market price at the date of grant; time-based restricted stock awards, valued at the closing market price at the date of grant; and performance shares, which are subject to performance-based vesting criteria, the target award portion of which is valued at the closing market price at the date of grant. The key compensation components for each of our NEOs as considered by the Compensation Committee are summarized in the supplemental table below. The totals and the equity award values do not directly correlate to what is ultimately reported in the Summary Compensation Table in accordance with SEC rules (for example, the equity award column below reflects February 2022 grants, while the Summary Compensation Table reflects grants made during 2021).
2021 Named Executive Officers Compensation—Supplemental Table
| Name and Principal Position | Year | Salary | Bonus | Stock Awards1 | Option Awards2 | Change in Pension Value and Nonqualified Deferred Compensation Earnings3 | All Other Compensation4 | Total | | Evan G. Greenberg Chairman and Chief Executive Officer | 2021 | $1,400,000 | $7,500,000 | $10,125,007 | $2,996,944 | — | $1,159,233 | $23,181,184 | | | 2020 | $1,400,000 | $5,700,000 | $10,125,070 | $1,917,286 | — | $1,185,811 | $20,328,167 | | | 2019 | $1,400,000 | $6,700,000 | $9,225,174 | $1,881,925 | — | $1,267,971 | $20,475,070 | | Peter C. Enns* Chief Financial Officer | 2021 | $649,846 | $1,404,500 | $3,080,272 | $513,532 | — | $195,544 | $5,843,694 | | Philip V. Bancroft* Former Chief Financial Officer | 2021 | $870,000 | $1,553,000 | $1,630,267 | $482,505 | — | $458,851 | $4,994,623 | | | 2020 | $865,000 | $1,342,400 | $1,811,377 | $342,996 | — | $650,342 | $5,012,115 | | | 2019 | $843,500 | $1,461,000 | $1,751,412 | $357,264 | — | $664,843 | $5,078,019 | | John W. Keogh President and Chief Operating Officer | 2021 | $1,050,000 | $2,980,100 | $3,900,006 | $1,154,372 | — | $464,594 | $9,549,072 | | | 2020 | $1,032,692 | $2,460,400 | $3,900,158 | $738,503 | — | $496,027 | $8,627,780 | | | 2019 | $975,000 | $2,802,000 | $3,207,976 | $654,389 | — | $465,666 | $8,105,031 | | Paul J. Krump Vice Chairman, Global Underwriting and Claims | 2021 | $900,000 | $2,018,800 | $2,137,622 | $632,684 | $194,585 | $352,544 | $6,236,235 | | | 2020 | $895,385 | $1,567,500 | $2,137,566 | $404,760 | $1,034,364 | $399,314 | $6,438,889 | | | 2019 | $876,538 | $1,900,000 | $2,282,995 | $363,698 | $2,151,740 | $63,146 | $7,638,117 | | John J. Lupica Vice Chairman; President, North America Insurance | 2021 | $900,000 | $2,650,000 | $3,647,665 | $783,668 | — | $469,214 | $8,450,547 | | | 2020 | $895,385 | $2,219,700 | $2,647,640 | $501,340 | — | $458,315 | $6,722,380 | | | 2019 | $876,538 | $2,212,700 | $2,687,775 | $497,272 | — | $417,140 | $6,691,425 |
Chubb Corp. Pension Plan
Chubb Corp. Pension Plan Employees of Chubb Corp. on the date of its acquisition by the Company were eligible to participate in the Chubb Corp. Pension Plan, a tax-qualified defined benefit plan. Mr. Krump participates in the Chubb Corp. Pension Plan on the same terms and conditions as other eligible employees. In 2016 the Chubb Corp. Pension Plan was amended to freeze further benefit accruals effective as of December 31, 2019. The Chubb Corp. Pension Plan, as in effect through 2019, provides each eligible employee with annual retirement income beginning at age 65 equal to the product of: • the total number of years of participation in the Chubb Corp. Pension Plan; and • 1.75% of average compensation for the highest five years in the last ten years of participation prior to retirement during which the employee was most highly paid or, if higher, the last 60 consecutive months (final average earnings). Average compensation under the Chubb Corp. Pension Plan includes salary and annual non-equity incentive compensation. A social security offset is subtracted from this benefit. The social security offset is equal to the product of: • the total number of years of participation in the Chubb Corp. Pension Plan; and • an amount related to the participant’s primary social security benefit. Benefits can commence as early as age 55. However, if pension benefits commence prior to age 65, they may be actuarially reduced. The reduction in the gross benefit (prior to offset for social security benefits) is based on the participant’s age at retirement and years of Chubb Corp. Pension Plan participation as follows: • If the participant has at least 25 years of Chubb Corp. Pension Plan participation, benefits are unreduced at age 62 (Mr. Krump has more than 25 years of Chubb Corp. Pension Plan participation). They are reduced 2.5% per year from 62 to 60 (5% reduction at 60) and 5% per year from 60 to 55 (30% reduction at 55). • If the participant has at least 15 but less than 25 years of Chubb Corp. Pension Plan participation, benefits are unreduced at age 65. They are reduced 2% per year from 65 to 62 (6% reduction at 62) and 4% per year from 62 to 61 (10% reduction at 61) and 5% per year from 61 to 55 (40% reduction at 55). • If the participant has less than 15 years of Chubb Corp. Pension Plan participation, benefits are unreduced at age 65. They are reduced 6.67% per year from 65 to 60 (33.3% reduction at 60) and 3.33% per year from 60 to 55 (50% reduction at 55). The participant’s social security benefit is reduced based on factors relating to the participant’s year of birth and age at retirement. Benefits are generally paid in the form of an annuity. If a participant retires and elects a joint and survivor annuity, the Chubb Corp. Pension Plan provides a 10% subsidy. The portion of the benefit attributable to the cash balance account, as described in the following paragraph, may be paid in the form of a lump sum upon termination of employment. Effective January 1, 2001, the Chubb Corp. Pension Plan was amended to provide a cash balance benefit, in lieu of the benefit described above, to reduce the rate of increase in the Chubb Corp. Pension Plan costs. This benefit provided for a participant to
Chubb Corp. Pension Plan
| 110 | Chubb Limited 2022 Proxy Statement |
Chubb Corp. Pension Plan
Executive Compensation — Pension Benefits receive a credit to his or her cash balance account every six months. The amount of the cash balance credit increased from 2.5% to 5% of compensation as the sum of a participant’s age and years of service credit increases. The maximum credit of 5% of compensation (subject to the maximum limitation on compensation permitted by the Internal Revenue Code) earned over the preceding six months was made when the sum of a participant’s age and years of service credit equals or exceeds 55 (which is the case for Mr. Krump). Amounts credited to a participant’s cash balance account earn interest at a rate based on the 30-year U.S. treasury bond rate, subject to a minimum interest rate of 4%. Participants who were hired by Chubb Corp. prior to January 1, 2001 (including Mr. Krump) will receive a benefit under the Chubb Corp. Pension Plan equal to the greater of the pension benefit described in the preceding paragraphs or the amount calculated under the cash balance formula. ERISA and the Internal Revenue Code impose maximum limitations on the recognized compensation and the amount of a pension which may be paid under a funded defined benefit plan such as the Chubb Corp. Pension Plan. The Chubb Corp. Pension Plan complies with these limitations.
Non-Qualified Retirement Plans and Deferred Compensation Plans
| The Chubb US Deferred Compensation Plan This is a non-qualified deferred compensation plan for a select group of employees who are generally higher paid that permits them to defer the receipt of a portion of their compensation. | • The plan also credits employer contributions that would have been made or credited to the Chubb US 401(k) Plan or the Chubb US Supplemental Retirement Plan if the employee had received the compensation rather than electing to defer it, subject to the same vesting period as those plans. • Participants generally elect the time and form of payment at the same time that they elect to defer compensation. Participants may elect: – to receive distributions at a specified date or at termination of employment; – to receive distributions in the form of a lump sum or periodic payments; – a different distribution date and form of payment each time they elect to defer compensation. The new date and payment form will apply to the compensation that is the subject of the new deferral election. • For plan amounts subject to Internal Revenue Code Section 409A, the plan imposes additional requirements on the time and form of payments. • Chubb credits employer contributions once each year for participants employed on December 31. | | The Pension Excess Benefit Plan of The Chubb Corporation (assumed in connection with the Chubb Corp. acquisition) This plan is a supplemental, nonqualified, unfunded plan similar to the Chubb Corp. Pension Plan but recognizes compensation above IRS compensation limits. Plan accruals froze effective December 31, 2019, when the Chubb Corp. Pension Plan benefits froze. | • The plan’s benefits are calculated in the same fashion as the Chubb Corp. Pension Plan benefits in excess of IRS limits. • The plan benefits are generally paid in a lump sum using an interest rate of 5%. • Additional distribution options are permitted for benefits accrued prior to 2005. | | The Defined Contribution Excess Benefit Plan of The Chubb Corporation (assumed in connection with the Chubb Corp. acquisition) This is a non-qualified deferred compensation plan for a select group of employees who are generally higher paid that permits them to defer the receipt of a portion of their compensation. Amounts credited for service in 2016 and later are paid in cash (not deferred). | • The plan provides a 4% contribution above the IRS qualified plan limits. • Prior to the Chubb Corp. acquisition, participants could choose to defer these amounts or receive them in cash. • In 2004, The Chubb Corporation Employee Stock Ownership Excess Benefit Plan was merged with the plan. • Earnings on The Chubb Corporation Employee Stock Ownership Plan shares are based on the change in Common Shares and dividends paid. • Effective September 3, 2019, the plan was merged with the Chubb US Supplemental Employee Retirement Plan. This merger keeps all terms of the plan intact but allows participants to change their notional investments to choices offered under the Chubb US Supplemental Employee Retirement Plan. | | The Chubb Corporation Key Employee Deferred Compensation Plan (assumed in connection with the Chubb Corp. acquisition) This is a non-qualified deferred compensation plan for a select group of employees who are generally higher paid that permits them to defer the receipt of a portion of their compensation. | • The plan permitted deferrals of salary, bonus and stock awards. • Our acquisition of Chubb Corp. was a distributable event (where chosen) and Mr. Krump received a distribution from the plan. • The plan contains an older plan, The Chubb Corporation Executive Deferred Compensation Plan, which is not subject to Internal Revenue Code Section 409A. Mr. Krump has deferrals under both pre-409A and 409A plans. |

DEF 14A of Chubb Ltd

2021 Summary Compensation Table Information

2021 Summary Compensation Table Information

2021 Summary Compensation Table Information

Voting Requirement to Approve Agenda Item

Q&A Relating to Shareholder Ratification of the Maximum Aggregate Compensation of the Board

Process Used to Determine Maximum Aggregate Compensation for the Board of Directors, Outside Consultant Survey and Analysis of Director Compensation

Board Tenure in Years (Director Nominees)

Elements of Director Compensation

Elements of Director Compensation

Elements of Director Compensation

Elements of Director Compensation

Elements of Director Compensation

Elements of Director Compensation

Elements of Director Compensation

Elements of Director Compensation

Elements of Director Compensation

Elements of Director Compensation

Elements of Director Compensation

Elements of Director Compensation

Elements of Director Compensation

Elements of Director Compensation

Elements of Director Compensation

Elements of Director Compensation

Elements of Director Compensation

Elements of Director Compensation

Elements of Director Compensation

Elements of Director Compensation

Compensation Discussion & Analysis

Compensation Profile

Pay-for-Performance Framework

How We Use Peer Groups

How We Use Peer Groups

Long-Term Performance Highlights

Long-Term Performance Highlights

2021 Performance: Key Metrics and Strategic Achievements

2021 Compensation Decisions

Our Compensation Philosophy

Components of Total Direct Compensation

Annual Board Committee Review of Executive Compensation Practices

Our NEO Compensation Components and Their Relationship to Risk

Our NEO Compensation Components and Their Relationship to Risk

Our NEO Compensation Components and Their Relationship to Risk

Our Assessment of Compensation Risk

How We Select, and Who is Currently in, Our Compensation Benchmarking Peer Group

How We Select, and Who is Currently in, Our Compensation Benchmarking Peer Group

How We Select, and Who is Currently in, Our Financial Performance Peer Group

How We Select, and Who is Currently in, Our Financial Performance Peer Group

How We Select, and Who is Currently in, Our Financial Performance Peer Group

How We Select, and Who is Currently in, Our Financial Performance Peer Group

How We Select, and Who is Currently in, Our Financial Performance Peer Group

Introduction—Determining the Mix of Total Direct Compensation

Elements of Total Direct Compensation

Elements of Total Direct Compensation

Equity Compensation

Equity Compensation

Equity Compensation

Equity Compensation

Equity Compensation

Equity Compensation

Equity Compensation

Equity Compensation

Equity Compensation

Equity Compensation

Equity Compensation

Equity Compensation

Role of Independent Consultants in Advising the CEO and Compensation Committee on NEO Compensation Determinations

Other NEO 2021 Total Direct Compensation

Compensation Committee Decisions

Compensation Committee Decisions

Compensation Committee Decisions

2021 Total Direct Compensation—Supplemental Table

2021 Named Executive Officers Compensation—Supplemental Table

Chubb Corp. Pension Plan

Chubb Corp. Pension Plan

Chubb Corp. Pension Plan

Non-Qualified Retirement Plans and Deferred Compensation Plans