DEF 14A of Chubb Ltd

Filed Apr 3, 2026 · FY20250001104659-26-039513

Open on EDGAR

Compensation Profile
Compensation Profile Approximately 95% of the total direct compensation of our CEO and 88% of the total direct compensation of our other NEOs is variable or “at-risk.” The total direct compensation components for the 2025 performance year for our CEO and other NEOs are summarized in the charts below. Further detail is provided in “2025 NEO Total Direct Compensation and Performance Summary” beginning on page 85. When determining the final mix of pay for the CEO and other NEOs, the overall compensation package is weighted towards variable rather than fixed compensation, and towards long-term rather than short-term awards, in order to better link pay and performance and to align executive awards with the creation of long-term shareholder value. In line with this approach, long-term equity compensation of our CEO and other NEOs is typically 1.5 to 2.5 times the short-term annual cash bonus award. Performance-based equity awards (granted in the form of performance stock units (PSUs) and performance shares (PSAs)) cliff-vest after the end of a three-year period if certain performance criteria are satisfied. These awards comprise 100% of the annual long-term equity award for each of our NEOs. See “How We Determine Total Direct Compensation Pay Mix — Equity Compensation” beginning on page 83 for details on our equity award criteria and vesting conditions.
3. Evaluate Performance vs. Goals
3. Evaluate Performance vs. Goals In the first quarter of 2026, the Compensation Committee reviewed the Company’s 2025 results on an absolute basis against prior year and plan and relative to the Financial Performance Peer Group, as well as underlying core performance including and excluding catastrophe losses. The Committee also assessed performance against non-financial operating and strategic goals. For 2025 compensation decisions, the Compensation Committee considered the Company’s excellent financial results on an absolute basis and performance relative to the Financial Performance Peer Group. The Committee also recognized significant accomplishments and execution against operational and strategic goals. The Company’s financial performance and operational and strategic achievements considered by the Compensation Committee are described in detail in “2025 Financial, Strategic and Operational Highlights: Why You Should Vote ‘For’ Say-on-Pay” on page 73 and “Key Metrics Against Prior Year, Plan and Peers” on page 75 in the “Executive Compensation” section of this proxy statement.
Executive Compensation, Good Governance and Risk Management
| | | | • Substantial equity component to align pay with performance • 100% of each NEO’s annual equity award is subject to performance-based vesting • Performance-based equity awards (PSUs/PSAs) have three-year cliff vesting and two operating metrics (tangible book value per share growth and P&C combined ratio) that drive long-term shareholder value, with TSR used only as a modifier for premium awards • Significant amount of at-risk pay (95% for CEO, 88% for other NEOs) • Significant mandatory share ownership requirements (CEO — 7X base salary; other NEOs — 4X base salary) • Independent compensation consultant at every Compensation Committee meeting • Double trigger change in control for equity awards • Detailed Company and individual performance criteria covering both financial and operational/strategic performance • Robust insider trading and clawback policies, including recovery of cash bonus and both time-based and performance-based equity, vested and unvested, in certain circumstances • Peer groups reevaluated at least annually • Annual compensation risk assessment • Employment agreements with non-competition and non-solicitation terms for Executive Management • Compensation Committee considers shareholder feedback in evaluating compensation program and disclosure | • No hedging of Chubb securities • No new pledging of Chubb shares owned by executive officers or directors • No excessive perquisites for executives • No special tax gross-ups for NEOs • No repricing or exchange of underwater stock options • No options backdating • No multi-year guaranteed bonuses • No disproportionate supplemental pensions • No annual pro-rata vesting of performance-based equity awards or second chance “look back” vesting |
Our Director Nominating Process and Criteria for Board Membership
Our Director Nominating Process and Criteria for Board Membership Our Nominating & Governance Committee regularly reviews the composition of the Board versus the needs for governing our Company. Based on its assessment, the Committee recommends director nominees to the Board. The Committee takes its duties to evaluate Board composition very seriously and carefully considers relevant individual and collective criteria with a variety of complementary skill sets, qualifications, backgrounds and experiences. We believe this results in a set of candidates whose individual and collective attributes best suit the Company and its complex financial, strategic, operational, governance, regulatory, risk management and other priorities. Our Nominating & Governance Committee considers director candidates who have a proven record of professional success and demonstrate a capacity for critical thinking, an ability to conceptualize and a willingness to engage in constructive and active dialogue as a listener and contributor. Directors should have deep expertise in an area or areas of importance to the Company and generally a broad capability to provide thoughtful and insightful counsel to the Company’s senior management. Our directors are expected to be compatible with our Company’s and the Board’s culture, including the capacity to work collegially and cooperatively, to adhere to the highest standards of professional conduct and integrity, and to devote substantial time and energy to carrying out their Board responsibilities. Directors should have knowledge and experience, either as an executive or a director, with corporate governance, including an understanding of, and a commitment to, satisfying a director’s duties of care and loyalty to the Company. The overall composition of the Board should include directors who collectively exhibit extensive experience and expertise in the following criteria.
Our Director Nominating Process and Criteria for Board Membership
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Our Director Nominating Process and Criteria for Board Membership
| Board Criteria Matrix | | | CEO or Similar Leadership | • Demonstrated leadership qualities including setting corporate strategy, executing successful growth strategies and developing talent | | Financial Services and Insurance Industry | • General understanding of financial services markets and industry dynamics, including regulatory considerations; knowledge of insurance industry core business operations, strategy, financial measures, risk assessment, risk management and competition | | International Business | • Knowledge of global business operations, experience in a variety of international markets, and understanding of multi-jurisdictional issues | | Financial Literacy | • Expertise regarding financial statements, public company accounting, internal controls, audit functions and domestic and international tax matters | | Technology, IT Security and Cyber Risk | • Experience and knowledge regarding a full range of technology issues including information technology systems and resources, digitalization, artificial intelligence (AI) and cybersecurity | | Public Policy/Government Affairs/Regulation | • Knowledge and experience at a senior level in domestic political affairs or geopolitics; familiarity with governmental and regulatory processes and the impact of government actions on the Company’s business | | Marketing and Branding | • Experience with consumer marketing and global corporate branding, including digital and multi-media marketing and related communication strategies | | Corporate Governance | • Experience with public company governance, including shareholder rights, and board oversight responsibilities and limitations; understanding of the Company’s external and internal compliance obligations and commitment to ethical business conduct | | Human Resources | • Experience with public company human resources issues including executive compensation, succession planning, talent development and managing a global workforce |
Our Director Nominating Process and Criteria for Board Membership
The above list is neither definitive nor exhaustive. Our Nominating & Governance Committee may consider these criteria and other additional criteria from time to time, and may adjust the importance of certain criteria based on factors including current Board composition and evolving business, strategic, governance, regulatory and other considerations.
Our Director Nominating Process and Criteria for Board Membership
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Our Director Nominating Process and Criteria for Board Membership
Our Director Nominees Our Board of Directors has nominated a slate of 13 nominees, all of whom are current members of the Board. All elected directors will serve a one-year term from the 2026 Annual General Meeting until our next annual general meeting. There will be a separate vote on each nominee. Biographical information for each of the nominees is included below. One of our current directors, Sheila P. Burke, is retiring from our Board of Directors at the expiration of her term as of the Annual General Meeting and is not standing for re-election. We thank Ms. Burke for her exemplary service on our Board of Directors. Our Nominating & Governance Committee regularly considers and will continue to assess Board size, tenure and refreshment. We believe 13 directors is the appropriate size for the Board at this time.
Our Director Nominating Process and Criteria for Board Membership
| Evan G. Greenberg Chairman and Chief Executive Officer, Chubb Limited Age: 71 Years of Service: 24 (since 2002) Committee Memberships: Executive (Chairman) | Experience, Skills and Qualifications | | | Evan G. Greenberg is Chairman and Chief Executive Officer of Chubb Limited. Mr. Greenberg was elected President and Chief Executive Officer in May 2004 and Chairman of the Board of Directors in May 2007. Under his leadership, Chubb has grown to become one of the largest insurance companies in the world. Mr. Greenberg joined the company, then named ACE Limited, in 2001 as Vice Chairman. Previously, he served 25 years at American International Group, Inc., including as President and Chief Operating Officer. | | | Mr. Greenberg is engaged in international economic and foreign affairs through his service on the boards of several institutions, including the Board of Trustees of the Center for Strategic and International Studies, the Board of Directors of the Peterson Institute for International Economics, and as Executive Vice Chair of the National Committee on United States-China Relations. He also supports the environment and education as a member of the Board of Trustees of the National Geographic Society and the Advisory Board of Tsinghua University School of Economics and Management (Tsinghua SEM) in Beijing. | | | Mr. Greenberg has a long and distinguished record of leadership and achievement in the insurance industry. He has been our Chief Executive Officer since 2004. Over the course of 50 years in the insurance industry, he has held various underwriting and leadership positions in the global property, casualty and life insurance sectors. Mr. Greenberg’s record of managing large and complex insurance operations and the skills he developed in his various roles suit him for his role as a director of the Company and Chairman of the Board, in addition to his Chief Executive Officer position. |
Our Director Nominating Process and Criteria for Board Membership
| Michael P. Connors Chairman and Chief Executive Officer, Information Services Group, Inc. Independent Lead Director Age: 70 Years of Service: 15 (since 2011) Committee Memberships: Compensation, Nominating & Governance, Executive | Experience, Skills and Qualifications | | | Michael P. Connors is the founder, Chairman of the Board and Chief Executive Officer of Information Services Group, Inc. (technology insights, market intelligence and advisory services company). Mr. Connors served as a member of the Executive Board of VNU N.V. (worldwide media and marketing information company) following the merger of ACNielsen into VNU in 2001 until 2005, and he served as Chairman and Chief Executive Officer of VNU Media Measurement & Information Group and Chairman of VNU World Directories until 2005. He previously was Vice Chairman of the Board of ACNielsen (global marketing research firm) from its spin-off from the Dun & Bradstreet Corporation in 1996 until 2001, was Senior Vice President of American Express Travel Related Services from 1989 to 1995, and before that was a Corporate Vice President of Sprint Corporation (telecommunications provider). Mr. Connors was previously a member of the Board of Directors of Eastman Chemical Company. | | | Mr. Connors is a successful chief executive officer, who brings to the Board substantial corporate management experience in a variety of industries as well as expertise in marketing, media and public relations through his high-level positions at marketing and information-based companies. Mr. Connors’ skills are enhanced through his current and past experience serving on several public company boards, which furthers his ability to provide valued oversight and guidance to the Company as independent Lead Director and strategies to inform the Board’s general decision-making, particularly with respect to management development, executive compensation and other human resources issues, as well as information technology matters. He has also served as the chair of two compensation committees. |
Our Director Nominating Process and Criteria for Board Membership
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Our Director Nominating Process and Criteria for Board Membership
| Michael G. Atieh Retired Chief Financial and Business Officer, Ophthotech Corporation Age: 72 Years of Service: 35 (since 1991) Committee Memberships: Risk & Finance | Experience, Skills and Qualifications | | | Michael G. Atieh served as Executive Vice President and Chief Financial and Business Officer of Ophthotech Corporation (biopharmaceutical company) from September 2014 until March 2016. Prior to that, from February 2009 until its acquisition in February 2012, Mr. Atieh was Executive Chairman of Eyetech Inc. (private specialty pharmaceutical company), and served as Executive Vice President and Chief Financial Officer of OSI Pharmaceuticals from June 2005 until December 2008. Mr. Atieh is currently a director and Chairman of the Audit Committee of Immatics N.V. (clinical stage biopharmaceutical company). Mr. Atieh served as a director and Chairman of the Audit Committee of Oyster Point Pharma, Inc. from October 2020 to January 2023, a member of the Board of Directors of electroCore, Inc. (medical technology company) from June 2018 to June 2022, a member of the Board of Directors of Theravance Biopharma, Inc. from June 2014 to April 2015, and as a member of the Board of Directors and Chairman of the Audit Committee of OSI Pharmaceuticals, Inc. from June 2003 to May 2005. Previously, Mr. Atieh served at Dendrite International, Inc. (software provider) as Group President from January 2002 to February 2004 and as Senior Vice President and Chief Financial Officer from October 2000 to December 2001. He also served as Vice President of U.S. Human Health, a division of Merck & Co., Inc., from January 1999 to September 2000, as Senior Vice President — Merck-Medco Managed Care, L.L.C., an indirect wholly-owned subsidiary of Merck, from April 1994 to December 1998, as Vice President — Public Affairs of Merck from January 1994 to April 1994 and as Treasurer of Merck from April 1990 to December 1993. | | | Mr. Atieh brings a wealth of diverse business experience to the Board, which he gained as a senior executive in a Fortune 50 company, large and small biotechnology companies, and technology and pharmaceutical service companies. His experience in finance includes serving as a chief financial officer, developing and executing financing strategies for large acquisitions, and subsequently leading the integration efforts of newly acquired companies. He was an audit manager at Ernst & Young and has served as chair of the audit committee of Chubb and other public companies. Mr. Atieh also has deep knowledge of sales and operations gained from over a decade of experience in these disciplines, with extensive customer-facing responsibilities that also contribute to his value as a director. | | | Mr. Atieh has served as a member of our Board since 1991 and has significant experience and understanding of the Company’s business, growth, development, evolution and major risk, financial, operational and strategic considerations. His in-depth knowledge of the Company and its history adds significant value to our Board, particularly in supporting the development of our newer directors. |
Our Director Nominating Process and Criteria for Board Membership
| Nancy K. Buese Chief Financial Officer, CRH plc Age: 56 Years of Service: 3 (since 2023) Committee Memberships: Audit | Experience, Skills and Qualifications | | | Nancy K. Buese has served as Chief Financial Officer of CRH plc (building materials company) since May 2025. Ms. Buese previously served as Chief Financial Officer of Baker Hughes Company (supplier of products and services to the energy industry) from November 2022 to February 2025, and as Executive Vice President and Chief Financial Officer of Newmont Corporation (precious metals and mining) from October 2016 to November 2022. Before her role at Newmont, Ms. Buese was Executive Vice President and Chief Financial Officer of MPLX (energy company), and prior to MPLX’s acquisition of MarkWest Energy Partners, L.P. in 2015, Ms. Buese served as Executive Vice President and Chief Financial Officer of MarkWest for 11 years. Ms. Buese is a certified public accountant and a former partner with Ernst & Young. Ms. Buese was a director of The Williams Companies, Inc., from 2018 to 2023, and from 2009 to 2017 served as a director and chaired the audit committee of UMB Financial Corporation. | | | Ms. Buese’s significant financial and financial reporting knowledge and more than 25 years in finance leadership roles, including as a public company chief financial officer, audit committee chair, and certified public accountant, brings substantial value to our Board of Directors. Additionally, her extensive executive management and board experience in the energy industry provides our Board with a unique perspective and insight on environmental and sustainability matters for the Company as both an insurer and corporate citizen. |
Our Director Nominating Process and Criteria for Board Membership
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Our Director Nominating Process and Criteria for Board Membership
| Nelson J. Chai Chief Executive Officer, DailyPay, LLC Age: 60 Years of Service: 2 (since 2024) Committee Memberships: Audit | Experience, Skills and Qualifications | | | Nelson J. Chai has served as Chief Executive Officer of DailyPay, LLC (worktech and earned wage access platform) since October 2025, and as a member of its board of directors since January 2025. Mr. Chai was non-executive chairman of DailyPay from January 2025 to October 2025. Prior to that, Mr. Chai served as Chief Financial Officer of Uber Technologies Inc. (rideshare and logistics technology platform) from September 2018 to December 2023. From 2017 to 2018, Mr. Chai was President and Chief Executive Officer of The Warranty Group (warranty solutions and underwriting services provider), and from 2010 to 2015 served in a variety of senior management roles at CIT Group, Inc. (financial services company), including President from 2011 to 2015 and Chairman of CIT Bank NA from 2014 to 2015. Prior to CIT Group, Mr. Chai held senior management positions at Bank of America Corporation and Merrill Lynch & Co., including Executive Vice President and Chief Financial Officer from 2007 to 2008. Mr. Chai served as Executive Vice President and Chief Financial Officer of NYSE Euronext, Inc. and its predecessor company NYSE Group, Inc. from 2006 through 2007. Since 2010, Mr. Chai has served on the board of directors of Thermo Fisher Scientific Inc. (global provider of scientific instruments, software and laboratory services). | | | Mr. Chai’s extensive experience in financial and executive leadership roles at global technology and financial services companies make him a valuable contributor to our Board. His background, including as a public company chief financial officer, adds significant value in overseeing and providing guidance to management on financial and accounting matters and corporate strategy generally. |
Our Director Nominating Process and Criteria for Board Membership
| Michael L. Corbat Former Chief Executive Officer, Citigroup Inc. Age: 65 Years of Service: 3 (since 2023) Committee Memberships: Compensation, Nominating & Governance | Experience, Skills and Qualifications | | | Michael L. Corbat served as Chief Executive Officer of Citigroup Inc. (global banking and financial services) from October 2012 until March 2021. Mr. Corbat held a number of key executive management positions in his nearly 40-year career at Citigroup, in which he gained experience in substantially all of Citi’s business operations, including Chief Executive Officer of Europe, Middle East and Africa from December 2011 to October 2012, Chief Executive Officer of Citi Holdings from January 2009 to December 2011, Chief Executive Officer of Citi Global Wealth Management from September 2008 to January 2009, and prior to that Head of the Global Corporate and Global Commercial Bank and Head of the Global Relationship Bank. In 2022, Mr. Corbat joined 26North Partners, a private investment firm, as a Senior Advisor, and founded Teton Advisors LLC, a private consulting business. | | | Mr. Corbat previously served as a member of the Board of Directors of Citigroup Inc. from 2012 to 2021, and is also a former member of The Clearing House Association (including Chairman of the Supervisory Board), Financial Services Forum (including Vice Chairman), Bank Policy Institute (Member), The Partnership for New York City (Executive Committee Member), The Business Council (Member), Business Roundtable (Member), International Business Council of WEF (Member), and The U.S. Ski & Snowboard Team Foundation (Trustee). | | | Mr. Corbat is an experienced financial services executive and finance professional with extensive understanding and expertise in the areas of financial services, risk management, financial reporting, institutional business, corporate and consumer businesses, employee management, regulatory and compliance, and corporate affairs. His experience as a chief executive officer of a large and highly regulated public global financial services company provides significant and valued insight to our Board and management on a multitude of multifaceted and complex operational, regulatory, strategic and international issues and opportunities facing the Company. |
Our Director Nominating Process and Criteria for Board Membership
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Our Director Nominating Process and Criteria for Board Membership
| Fred Hu Chairman and Chief Executive Officer, Primavera Capital Group Age: 62 Years of Service: 1 (since 2025) Committee Memberships: Risk & Finance | Experience, Skills and Qualifications | | | Fred Hu has been the Chairman and CEO of Primavera Capital Group (Asia-based private investment firm) since he founded the company in 2010. Prior to that he was a partner and Chairman of Greater China at Goldman Sachs Group Inc. (investment banking and financial services). Mr. Hu is currently Chairman of the Board of Yum China Holdings Inc. (restaurant holding company) and a member of the Board of Directors of UBS Group AG (financial services). He previously served as co-director of the National Center for Economic Research and a professor at Tsinghua University. | | | Mr. Hu also served as a director of Industrial and Commercial Bank of China Limited from April 2019 to April 2025, of Ant Group from August 2020 to March 2022, of Hang Seng Bank Limited from May 2011 to May 2018, and of Hong Kong Exchanges and Clearing Limited from November 2014 to April 2021. He previously served as an economist at the International Monetary Fund, on the Hong Kong Government’s Strategic Development Committee, and the Advisory Committee for the Hong Kong Securities and Futures Commission. | | | Mr. Hu obtained his doctoral degree in economics from Harvard University. | | | Mr. Hu brings to our Board significant business, executive, strategic development, public policy, government and international affairs experience. His expertise and strong background in Asia, particularly in China, also provides the Board with valuable insights and perspectives on a key growth region for the Company. In addition, Mr. Hu brings valuable corporate leadership experience as well as expertise in economics, finance and global capital markets. |
Our Director Nominating Process and Criteria for Board Membership
| Robert J. Hugin Former Chairman and Chief Executive Officer, Celgene Corporation Age: 71 Years of Service: 6 (since 2020) Committee Memberships: Risk & Finance | Experience, Skills and Qualifications | | | Robert J. Hugin served as Chief Executive Officer of Celgene Corporation (a biopharmaceutical company) from June 2010 until March 2016, as Chairman of its Board of Directors from June 2011 to March 2016 and as Executive Chairman from March 2016 to January 2018. Prior to June 2016, Mr. Hugin held a number of management roles at Celgene, including President from May 2006 to July 2014, Chief Operating Officer from May 2006 to June 2010 and Senior Vice President and Chief Financial Officer from June 1999 to May 2006. Prior to that, Mr. Hugin was a Managing Director at J.P. Morgan & Co. Inc., which he joined in 1985. Mr. Hugin is currently a director of Biohaven, Ltd. (pharmaceutical company). Mr. Hugin has previously served as a director of Biohaven Pharmaceutical Holding Company Ltd. (pharmaceutical company), Allergan plc (multispecialty health care company), Danaher Corporation (science and technology company) and The Medicines Company (pharmaceutical company). | | | Mr. Hugin brings significant and extensive executive leadership to our Board. His experience as a chief executive officer and his outside board service enables him to provide valuable insight on complex business and financial matters and guidance to our management on strategy. In addition, his role as chairman and chief executive of a global public company provides a depth of knowledge in handling a broad array of complex operational, regulatory and international issues. |
Our Director Nominating Process and Criteria for Board Membership
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Our Director Nominating Process and Criteria for Board Membership
| Robert W. Scully Retired Co-President, Morgan Stanley Age: 76 Years of Service: 12 (since 2014) Committee Memberships: Audit (Chair), Executive | Experience, Skills and Qualifications | | | Robert W. Scully was a member of the Office of the Chairman of Morgan Stanley from 2007 until his retirement in 2009, where he had previously been Co-President of the firm, Chairman of global capital markets and Vice Chairman of investment banking. Prior to joining Morgan Stanley in 1996, he served as a managing director at Lehman Brothers and at Salomon Brothers Inc. Mr. Scully is currently a director of KKR & Co. Inc. (private equity and asset management). Previously, Mr. Scully was a Public Governor of the Financial Industry Regulatory Authority (FINRA) and a director of Zoetis Inc., UBS Group AG, Bank of America Corporation, GMAC Financial Services and MSCI Inc. | | | Mr. Scully’s lengthy career in the global financial services industry brings expertise in capital markets activities and, of particular note, risk management to the Board. Mr. Scully has a broad range of experience with oversight stemming from his extensive service as a director; he has served or is serving on four other organizations’ audit committees (including FINRA), three companies’ compensation committees, a risk committee and a nominating and governance committee. Mr. Scully’s experience with and knowledge of talent development and strategic initiatives are also important to the Board. |
Our Director Nominating Process and Criteria for Board Membership
| Theodore E. Shasta Retired Partner, Wellington Management Company Age: 75 Years of Service: 16 (since 2010) Committee Memberships: Audit | Experience, Skills and Qualifications | | | Theodore E. Shasta has served as a Director of MBIA, Inc. (financial guarantee insurance provider) since 2009, and also serves as the Chair of its Audit Committee and a member of its Finance and Risk Committee, Compensation and Governance Committee and Executive Committee. Mr. Shasta was formerly a Senior Vice President and Partner of Wellington Management Company (global investment advisor). Mr. Shasta joined Wellington Management Company in 1996 and specialized in the financial analysis of publicly-traded insurance companies and retired in June 2009. Prior to joining Wellington Management Company, Mr. Shasta was a Senior Vice President of Loomis, Sayles & Company (investment management). Before that, he served in various capacities with Dewey Square Investors and Bank of Boston. In total, Mr. Shasta spent 25 years covering the insurance industry as a financial analyst. | | | Mr. Shasta’s history of working in the financial services industry, as well as in the property and casualty insurance arena, brings valuable insight to the Board from the investor perspective. His years of analysis of companies like Chubb and its peer group provide him with deep knowledge of particular business and financial issues we face. His financial acumen and industry knowledge make him a valuable contributor to the Audit Committee. Mr. Shasta has been a Chartered Financial Analyst since 1986. |
Our Director Nominating Process and Criteria for Board Membership
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Our Director Nominating Process and Criteria for Board Membership
| David H. Sidwell Retired Chief Financial Officer, Morgan Stanley Age: 73 Years of Service: 12 (since 2014) Committee Memberships: Nominating & Governance (Chair), Compensation, Executive | Experience, Skills and Qualifications | | | 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. | | | Mr. Sidwell has a strong background in accounting, finance and capital markets, as well as the regulation of financial institutions. He also has considerable expertise in risk management from chairing the risk committee of a public company and his executive positions. Mr. Sidwell further contributes experience in executive compensation and corporate governance from his service on the committees of other public company boards. This comprehensive range of experience contributes greatly to his value as a Board member. |
Our Director Nominating Process and Criteria for Board Membership
| Olivier Steimer Former Chairman, Banque Cantonale Vaudoise Age: 70 Years of Service: 18 (since 2008) Committee Memberships: Risk & Finance (Chair), Executive | Experience, Skills and Qualifications | | | Olivier Steimer was Chairman of the Board of Banque Cantonale Vaudoise from October 2002 until December 2017. Previously, he worked for the Credit Suisse Group from 1983 to 2002, with his most recent position at that organization being Chief Executive Officer, Private Banking International, and member of the Group Executive Board. Mr. Steimer has served since January 2018 on the Board of Bank Lombard Odier & Co. Ltd. (a Swiss private bank) and was a member of the Board of Allreal Holding AG (Swiss real estate manager and developer) from 2013 to 2025. From 2009 to 2021, he served as a member, and from 2012 to 2021 as Vice Chairman, of the Bank Council of Swiss National Bank. He was Chairman of the foundation board of the Swiss Finance Institute until June 2017. From 2003, he served as a member, and from 2010 to 2014 as Vice Chairman, of the Board of Directors of SBB CFF FFS (the Swiss national railway company), and, from 2009 until 2012, he was the Chairman of the Board of Piguet Galland & Cie SA. (a Swiss private bank). Mr. Steimer is a Swiss citizen. | | | Mr. Steimer has a strong background of leadership in chairman and chief executive officer roles. He has deep knowledge of sophisticated banking and finance matters derived from his extensive experience in the financial services industry. As a Swiss company, Chubb benefits specifically from Mr. Steimer being a Swiss citizen and resident, and his insight into the Swiss commercial and insurance arenas provides valuable perspective to the Board. |
Our Director Nominating Process and Criteria for Board Membership
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Our Director Nominating Process and Criteria for Board Membership
| FRANCES F. TOWNSEND Advisory Services, Frances Fragos Townsend, LLC Age: 64 Years of Service: 6 (since 2020) Committee Memberships: Compensation (Chair), Nominating & Governance, Executive | Experience, Skills and Qualifications | | | Frances F. Townsend currently runs her own independent corporate consulting business, Frances Fragos Townsend, LLC. From December 2020 until November 2023, Ms. Townsend served in a variety of roles at Activision Blizzard (interactive gaming and entertainment), including Executive Vice President for Corporate Affairs, Corporate Secretary, Chief Compliance Officer and Senior Counsel. From October 2010 to December 2020, Ms. Townsend served at MacAndrews & Forbes Incorporated (a diversified holding company). At the time of her departure she was Vice Chairman, General Counsel and Chief Administrative Officer. From April 2009 to October 2010, Ms. Townsend was a partner at the law firm of Baker Botts LLP. | | | From May 2004 until January 2008, Ms. Townsend served as Assistant to President George W. Bush for Homeland Security and Counterterrorism and chaired the U.S. Homeland Security Council. She also served as Deputy Assistant to the President and Deputy National Security Advisor for Combating Terrorism from May 2003 to May 2004. Prior to serving the President, Ms. Townsend was the first Assistant Commandant for Intelligence for the U.S. Coast Guard and spent 13 years at the U.S. Department of Justice in various senior positions. | | | Ms. Townsend is a board member of the Council on Foreign Relations and the Trilateral Commission, and is currently the Chair of the Board of Leonardo DRS, Inc. (defense contractor) and a director of Freeport-McMoRan Inc. (international mining company). Ms. Townsend previously served as a director of Scientific Games Corporation (now Light & Wonder Inc.), SciPlay Corporation and The Western Union Company. | | | Ms. Townsend brings to the board extensive public policy, government, regulatory and legal experience as well as a strong background in domestic and international affairs, risk management, strategic planning and intelligence and security matters (including cybersecurity). Ms. Townsend also has significant leadership experience through her various roles in U.S. government, including as chair of the U.S. Homeland Security Council. Ms. Townsend’s public board experience also contributes to her value as a director. |
Our Director Nominating Process and Criteria for Board Membership
Voting Requirement to Approve Agenda Item The affirmative “FOR” vote of the majority of the votes cast (in person or by proxy) at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to elect each of the above nominees in this agenda item.
Our Director Nominating Process and Criteria for Board Membership
| | Our Board of Directors recommends a vote “FOR” the election to the Board of Directors of each of the above nominees. |
Our Director Nominating Process and Criteria for Board Membership
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Our Director Nominating Process and Criteria for Board Membership
| Election of the Chairman of the Board of Directors |
Our Director Nominating Process and Criteria for Board Membership
Agenda Item Our Board of Directors is asking shareholders to elect Evan G. Greenberg as Chairman of the Board of Directors until our next annual general meeting. Explanation Under Swiss law and our Articles of Association, the authority to elect the Chair of our Board of Directors is vested with our shareholders, who elect a Chair annually from the directors elected under Agenda Item 5. With the recommendation of our Nominating & Governance Committee, our Board of Directors has nominated our current Chairman, Mr. Evan G. Greenberg, for election by shareholders as the Chairman of the Board of Directors until our next annual general meeting. Biographical information regarding Mr. Greenberg is found under Agenda Item 5. Mr. Greenberg has served as our Chairman since 2007, a period of sustained success for the Company. Under his leadership, the Company has created superior shareholder value. Between 2008, his first full year as Chairman, and 2025, our annualized total shareholder return (inclusive of reinvested dividends) was 11.7% and on a cumulative basis was 636.6%.
What Happens If Shareholders Do Not Approve the Nominees in this Proposal?
What Happens If Shareholders Do Not Approve the Nominees in this Proposal? If the shareholders do not approve the nominees in this proposal, then the Board will consider the reasons the shareholders did not approve, if known, and will call an extraordinary general meeting of shareholders for reconsideration of the proposal or a revised proposal. Voting Requirement to Approve Agenda Item The affirmative “FOR” vote of the majority of the votes cast (in person or by proxy) at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to elect each of the above nominees in this agenda item.
What Happens If Shareholders Do Not Approve the Nominees in this Proposal?
| | Our Board of Directors recommends a vote “FOR” each of the above nominees to be elected to the Compensation Committee of the Board of Directors. |
What Happens If Shareholders Do Not Approve the Nominees in this Proposal?
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What Happens If Shareholders Do Not Approve the Nominees in this Proposal?
| Election of Homburger AG as Independent Proxy |
What Happens If Shareholders Do Not Approve the Nominees in this Proposal?
Agenda Item Our Board of Directors is asking shareholders to elect Homburger AG as the Company’s independent proxy until the conclusion of our next annual general meeting. Explanation Under Swiss law and our Articles of Association, shareholders have the authority to elect an independent proxy. Swiss law does not permit other forms of institutional proxies for public companies, such as corporate proxies (appointing an officer or another representative of the Company) or depositary bank representatives as defined under Swiss law. The independent proxy’s main task is to exercise the voting rights granted to it by shareholders in accordance with shareholder instructions. The independent proxy will not make statements, submit proposals or ask questions of the Board of Directors on behalf of shareholders. Our Board of Directors has recommended that Homburger AG, Prime Tower, Hardstrasse 201, CH-8005 Zurich, Switzerland be elected as our independent proxy until the conclusion of our next annual general meeting. Homburger AG is a Swiss law firm.
What Happens If Shareholders Do Not Approve This Proposal?
| Approval of the Chubb Limited 2016 Long-Term Incentive Plan, as amended and restated |
What Happens If Shareholders Do Not Approve This Proposal?
Agenda Item Our Board of Directors is asking shareholders to approve the proposed Chubb Limited 2016 Long-Term Incentive Plan, as amended and restated (Amended LTIP). The following summary of the Amended LTIP is qualified in its entirety by the complete text of the Amended LTIP contained in Annex A. Explanation The Chubb Limited 2016 Long-Term Incentive Plan (LTIP) was first adopted by our Board of Directors on February 25, 2016 and approved by shareholders on May 19, 2016. An amended and restated LTIP was approved by shareholders on May 20, 2021 (Current LTIP). On February 26, 2026, our Board of Directors adopted the Amended LTIP, subject to and effective as of shareholder approval at the Annual General Meeting (such date of shareholder approval, the Effective Date). If the Amended LTIP is approved, the number of Common Shares available for delivery under the LTIP will increase by 12.3 million shares. It will also increase by 6.15 million shares the sublimit that restricts the ability to grant “full value awards” under the LTIP. The practical impact of these increases will be to give our Board of Directors discretion to continue to grant awards under the LTIP in the future, for up to approximately seven years, before another shareholder vote would be necessary. This seven-year estimate is based on the rate of annual grants in the past, and assumes future grants are consistent with our past practice, adjusted to reflect anticipated growth of the Company and other relevant factors. The Amended LTIP also includes certain other updates, primarily to (i) clarify the Company’s ability to grant “substitute awards” upon assumption of, or in substitution for, outstanding awards previously granted to individuals by an entity acquired by the Company (substitute awards would not be counted against the number of Common Shares reserved for issuance under the Amended LTIP); and (ii) remove certain provisions on individual award limits that were previously included for U.S. tax purposes, but are no longer required following changes to Section 162(m) of the Internal Revenue Code under the Tax Cuts and Jobs Act of 2017. It is our practice to make annual equity awards to a large group of our employees (approximately 6,700 individuals in 2026) — not a small group of key executives. Equity compensation has always been an important component of our employee and director compensation programs. We believe it aligns employee and director compensation with shareholder interests and properly defers value to the medium- or long-term. Approving the Amended LTIP would allow our Board to continue to attract and retain employees and directors, provide them competitive compensation, adapt to evolving compensation practices and account for the growth of Chubb and its employees. We also strongly link employee and equity compensation to our financial results. We believe our historical equity award practices contribute to successful financial performance, and our financial performance and strength provide the rationale for historical and anticipated grant amounts. The Amended LTIP will become effective upon shareholder approval at the Annual General Meeting. The Current LTIP remains in effect until that time. No grants can be made under the Current LTIP after shareholder approval of the Amended LTIP.
Summary of Awards Granted and Shares Remaining Available under the Current LTIP
Summary of Awards Granted and Shares Remaining Available under the Current LTIP On March 2, 2026, we granted to our employees and the employees of our subsidiaries 251,832 performance stock units and 669,948 restricted stock units, and 90,078 performance shares and 101,723 restricted stock awards, each with a grant date fair value of $342.76. We also granted 1,072,733 stock options at an exercise price of $342.76. As of March 6, 2026, there were 390,229,029 Common Shares outstanding. At that date, there were a total of 5,746,388 Common Shares that remained available for future issuance under the Current LTIP. The number of Common Shares to be issued upon exercise of outstanding options, warrants, and rights, was 9,222,037, with a weighted-average exercise price of outstanding options, warrants, and rights of $213.93 and a weighted average remaining contractual term of 6.084 years. As of March 6, 2026, there were 703,790 outstanding unvested performance shares and 1,055,215 restricted stock awards, and 831,625 outstanding unvested performance stock units and 1,077,383 restricted stock units. Under the Current LTIP limit of 16.45 million full value awards, 3,255,846 full value awards remained available for future issuance.
Summary of Awards Granted and Shares Remaining Available under the Current LTIP
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Summary of Awards Granted and Shares Remaining Available under the Current LTIP
The closing price for our Common Shares on the NYSE on April 2, 2026 was $328.33 per share. The Current LTIP is the only plan under which we are currently authorized to issue equity grants to employees and directors of Chubb or its subsidiaries, as well as consultants and other persons providing services to Chubb or its subsidiaries. In addition, we maintain our employee stock purchase plan, discussed in the “Authorized Securities under Equity Compensation Plans” table below, which allows eligible participants to purchase Common Shares.
Purpose of the Amended LTIP
Purpose of the Amended LTIP The purpose of the Amended LTIP is to: • attract and retain persons eligible to participate in the Amended LTIP; • create a link between recent performance, compensation and the enhancement of long-term shareholder return; • motivate eligible individuals to whom awards under the Amended LTIP are granted (Participants), by means of appropriate incentives, to achieve long-range goals; • provide compensation opportunities that are competitive with those of other similar companies; and • further align Participants’ interests with those of our other shareholders through compensation that is based on our Common Shares. The Amended LTIP provides for the grant of full value awards, non-qualified and incentive stock options, stock appreciation rights (SARs) and cash incentive awards. The Amended LTIP also includes several features that reflect our compensation philosophy and protect shareholder interests, such as: • no “evergreen” provision (i.e., no automatic increase in the number of shares available under the plan); • no liberal share recycling; • no grants of below-market stock options or SARs; • no repricing or cash buyout of underwater stock options or SARs without shareholder approval; • no payments of dividends or dividend equivalents on performance-based equity awards unless performance criteria are satisfied and the underlying awards vest; • no payment of dividends or dividend equivalents on stock options or SARs; • minimum vesting provisions; and • awards are subject to forfeiture/clawback, including under the Company’s clawback policies. Additionally, the value of awards granted under the Amended LTIP are subject to the shareholder-approved maximum aggregate amounts of director and Executive Management compensation described in Agenda Items 11.1 and 11.2. We use equity-based compensation as a key element of our executives’ and directors’ compensation packages, and each year we disclose the prior year grants to and other compensation of our NEOs and directors in our proxy statement and of our Executive Management and directors in our Swiss Compensation Report. Additionally, we maintain stock ownership guidelines aimed at increasing and maintaining significant officer and director Common Share ownership.
General Terms of the Amended LTIP
General Terms of the Amended LTIP The Amended LTIP is administered by the Board’s Compensation Committee (Committee). The Committee selects the Participants, the types of awards to be granted and the applicable terms, conditions, performance criteria, restrictions and other provisions of such awards. The Committee may delegate all or any portion of its responsibilities or powers under the Amended LTIP to persons selected by it. If the Committee does not exist or for any other reason determined by the Board, and to the extent not prohibited by applicable law or the applicable rules of any stock exchange, the Board may take any action under the Amended LTIP that would otherwise be the responsibility of the Committee. If the Amended LTIP is approved by shareholders, the maximum number of shares that may be delivered to Participants and their beneficiaries under the Amended LTIP will be (i) 45.2 million Common Shares (which includes all shares available for delivery under this clause (i) since the initial establishment of the LTIP in 2016); plus (ii) Common Shares that are subject to outstanding awards under the ACE Limited 2004 Long-Term Incentive Plan immediately prior to the Effective Date that are forfeited, expire or are cancelled after the Effective Date without delivery of Common Shares (or which result in the forfeiture of Common Shares back to us). Any Common Shares covered by an award under the Amended LTIP that are not delivered to a Participant or beneficiary because the award is forfeited, expires or is cancelled shall not be deemed to have been delivered for purposes of determining the shares delivered to the Participant or beneficiary. Subject to the preceding paragraph, the total number of shares covered by an award granted under the Amended LTIP will in each case be treated as delivered to the extent payments or benefits are delivered to the Participant with respect to such shares. Accordingly, (i) if an award denominated in Common Shares is settled in cash, the total number of shares with respect to which such payment is made shall be considered to have been delivered; (ii) if shares covered by an award are used to satisfy the applicable tax withholding
General Terms of the Amended LTIP
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General Terms of the Amended LTIP
obligation, the number of shares held back by us to satisfy such withholding obligation shall be considered to have been delivered; (iii) if the exercise price of any option granted is satisfied by tendering Common Shares to us (including shares that would otherwise be distributable upon the exercise of the option), the number of shares tendered to satisfy such exercise price shall be considered to have been delivered; (iv) if cash or Common Shares are delivered in settlement of the exercise of an SAR, the total number of shares with respect to which such SAR is exercised shall be deemed delivered; and (v) if we repurchase shares with proceeds received from the exercise of an option issued, the total number of shares repurchased shall be deemed delivered. The maximum number of Common Shares that can be delivered to Participants and beneficiaries with respect to incentive stock options under the Amended LTIP shall be 45.2 million shares. Prior to the Effective Date, the maximum number of Common Shares that may be delivered to Participants and their beneficiaries under the Current LTIP as full value awards may not exceed 16.45 million shares. However, 3,255,846 awards remained available for future issuance under this limit as of March 6, 2026. If the Amended LTIP is approved by shareholders, the maximum number of shares that may be delivered to Participants and their beneficiaries under the Amended LTIP as full value awards will be increased by 6.15 million shares. The Common Shares with respect to which awards may be made under the Amended LTIP shall be (i) shares authorized but unissued; (ii) to the extent permitted by applicable law, held or acquired by Chubb as treasury shares, including shares purchased in the open market or in private transactions; or (iii) shares purchased in the open market by a direct or indirect wholly-owned subsidiary of Chubb (and Chubb may contribute to the subsidiary an amount sufficient to accomplish the purchase of the shares to be so acquired) (the Chairman and Chief Executive Officer or any executive officer of Chubb shall have the authority to determine (or delegate to a designee to determine) whether and to what extent shares may be purchased in the open market by a subsidiary and whether and to what extent the Company may contribute amounts to a subsidiary to accomplish such purchase). At the discretion of the Committee, an award under the Amended LTIP may be settled in cash rather than Common Shares. The Committee may use Common Shares available under the Amended LTIP as the form of payment for compensation, grants or rights earned or due under any other compensation plans or arrangements of Chubb or a subsidiary, including the plans and arrangements of Chubb or a subsidiary assumed in business combinations. In the event of a corporate transaction involving Chubb, including, without limitation, any stock dividend, stock split, extraordinary cash dividend (other than regular, quarterly cash dividends), recapitalization, reorganization, merger, amalgamation, consolidation, split-up, spin-off, sale of assets or subsidiaries, combination or exchange of shares, any partial or complete liquidation of the Company, or any other extraordinary or unusual event affecting Common Shares without the Company’s receipt of consideration, the Committee may, subject to applicable law, adjust awards to preserve the benefits or potential benefits of the awards, as may be determined to be appropriate and equitable by the Committee in its sole discretion. Committee action may include adjustment of: • the number and kind of shares available for grant or delivery under the Amended LTIP; • the number of shares or awards that may be granted to any individual or that may be granted pursuant to any provision or types of awards; • the number and kind of shares, units or other property subject to outstanding awards; • the exercise price of outstanding options and SARs; and • any other adjustments to the terms of awards that the Committee determines to be equitable, which may include, without limitation: – replacement of awards with other awards which the Committee determines have comparable value and which are based on stock of a company resulting from the transaction, and – cancellation of the award in return for cash payment of the current value of the award, determined as though the award is fully vested at the time of payment, provided that in the case of an option or SAR, the amount of such payment may be the excess (if any) of value of the Common Shares subject to the option at the time of the transaction over the exercise price. Awards under the Amended LTIP are not transferable except as designated by the Participant by will or by the laws of descent and distribution, and except for transfers without consideration to the extent permitted by the Committee. Minimum Vesting. Except for awards granted under the Amended LTIP with respect to Common Shares which do not exceed, in the aggregate, 5% of the total number of Common Shares reserved for delivery, any award granted under the Amended LTIP shall condition a Participant’s right to become vested in the award on completion of a minimum period of service with us or our subsidiaries of at least one year in the case of a service-based award and a minimum performance period of at least one year in the case of a performance-based award, except, in any case, if accelerated, to the extent permitted by the Committee, in the event of the Participant’s death or disability, retirement, involuntary termination, or change in control.
Options
Options The Committee may grant an incentive stock option or non-qualified stock option to purchase Common Shares at an exercise price determined under the option. Except as described below, the exercise price for an option shall not be less than the fair market value of a Common Share at the time the option is granted. The exercise price of an option may not be decreased after the date of grant nor may an option be surrendered to Chubb as consideration for the grant of a replacement option or SAR with a lower exercise price or a full value award, except as approved by our shareholders or as adjusted for corporate transactions described above. No option shall be surrendered to Chubb in consideration for a cash payment or grant of any other award if at the time of such surrender the exercise price of such option is greater than the then current fair market value of a Common Share, except as approved by our shareholders. In addition, the Committee may grant options with an exercise price less than the fair market value of a Common Share at the time of grant in replacement for awards under other plans assumed in connection with business combinations if the Committee determines that doing so is appropriate to preserve the benefit of the awards being replaced. Options are subject to the one-year minimum vesting provisions described above. An option shall be exercisable in accordance with the terms established by the Committee. The full purchase price of each Common Share purchased upon the exercise of any option shall be paid at the time of exercise of the option (except in the case of a third-party exercise arrangement approved by the Committee). Except as otherwise determined by the Committee and subject to applicable law, the purchase price of an option shall be payable in cash, promissory notes, or Common Shares (valued at fair market value as of the day of exercise), including shares of stock otherwise distributable on the exercise of the option, or a combination thereof. The Committee, in its discretion, may impose such conditions, restrictions, and contingencies on Common Shares acquired pursuant to the exercise of an option as the Committee determines to be desirable. In no event will an option expire more than (or be exercisable after) 10 years after the grant date. No dividend equivalents may be granted under the Amended LTIP with respect to any option.
Full Value Awards
Full Value Awards The Committee may grant “full value awards” under the Amended LTIP. A full value award is the grant of one or more Common Shares or a right to receive one or more Common Shares in the future, which is contingent on continuing service, the achievement of performance objectives during a specified period, or other restrictions as determined by the Committee or in consideration of a Participant’s previously performed services or surrender of other compensation that may be due. Types of full value awards include restricted stock, restricted stock units, performance shares and performance stock units. Full value awards are subject to the one-year minimum vesting provisions described above. The grant of full value awards may also be subject to such other conditions, restrictions and contingencies, as determined by the Committee. Dividends or dividend equivalents settled in cash or Common Shares may be granted to a Participant in relation to a full value award with payments made either currently or credited to an account. No dividend or dividend equivalents granted in relation to a full value award that is subject to vesting conditioned on the achievement of performance objectives shall be settled prior to the date such full value award (or applicable portion thereof) becomes vested and is settled.
Cash Incentive Awards
Cash Incentive Awards The Committee may grant “cash incentive awards” under the Amended LTIP. A cash incentive award is the grant of a right to receive a payment of cash (or in the discretion of the Committee, Common Shares having value equivalent to the cash otherwise payable) that
Cash Incentive Awards
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Cash Incentive Awards
is contingent on achievement of performance or other objectives over a specified period established by the Committee. Cash incentive awards are subject to the one-year minimum vesting provisions described above. The grant of cash incentive awards may also be subject to such other conditions, restrictions and contingencies, as determined by the Committee.
Change in Control
Change in Control The Amended LTIP provides that the occurrence of a change in control shall have the effect, if any, with respect to an award as set forth in the applicable award agreement or, if not so provided, as determined by the Committee. For the purposes of the Amended LTIP, a “change in control” is generally deemed to occur when: • any person becomes the beneficial owner of 50% or more of Chubb’s voting stock (other than by virtue of an acquisition of Common Shares (i) by the Company or any subsidiary; (ii) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any subsidiary; or (iii) by any underwriter temporarily holding Common Shares pursuant to an offering of such securities); • the majority of the Board consists of individuals other than members of the Board on the Effective Date of the Amended LTIP, who we refer to as Incumbent Directors (any person becoming a director subsequent to the Effective Date whose election or nomination for election was supported by three-quarters of the Incumbent Directors will also be considered an Incumbent Director); • approval by shareholders of Chubb of any plan of liquidation providing for the distribution of all or substantially all of its assets; • all or substantially all of the assets or business of Chubb are disposed of pursuant to the consummation of a merger, consolidation or other transaction (unless our shareholders immediately prior to such merger, consolidation or other transaction beneficially own, directly or indirectly, in substantially the same proportion as they owned the voting stock of Chubb, all of the voting stock or other ownership interests of the entity or entities, if any, that succeed to the business of Chubb); or • Chubb consummates a combination with another company and is the surviving corporation but, immediately after the combination, Chubb shareholders immediately prior to the combination hold, directly or indirectly, 50% or less of the voting stock of the combined company.
United States Income Tax Considerations
United States Income Tax Considerations The following is a brief description of certain U.S. federal income tax treatment that will generally apply to awards under the Amended LTIP based on current U.S. income taxation with respect to Participants who are subject to U.S. income tax. These rules are highly technical and subject to change in the future, and the discussion does not purport to be a complete description of the tax aspects of the Amended LTIP. Non-Qualified Options. The grant of a non-qualified option will not result in taxable income to the Participant. Except as described below, the Participant will realize ordinary income at the time of exercise in an amount equal to the excess of the fair market value of the Common Shares acquired over the exercise price for those shares. Gains or losses realized by the Participant upon disposition of such shares will be treated as capital gains and losses, with the basis in such Common Shares equal to the fair market value of the shares at the time of exercise. Incentive Stock Options. The grant of an incentive stock option will not result in taxable income to the Participant. The exercise of an incentive stock option will not result in taxable income to the Participant provided that the Participant was, without a break in service, an employee of Chubb or a subsidiary during the period beginning on the date of the grant of the option and ending on the date three months prior to the date of exercise (one year prior to the date of exercise if the Participant is “disabled,” as that term is defined in the Internal Revenue Code). The excess of the fair market value of the Common Shares at the time of the exercise of an incentive stock option over the exercise price is an adjustment that is included in the calculation of the Participant’s alternative minimum taxable income for the tax year in which the incentive stock option is exercised. For purposes of determining the Participant’s alternative minimum tax liability for the year of disposition of the shares acquired pursuant to the incentive stock option exercise, the Participant will have a basis in those shares equal to the fair market value of the Common Shares at the time of exercise. If the Participant does not sell or otherwise dispose of the Common Shares within two years from the date of the grant of the incentive stock option or within one year after the transfer of such Common Shares to the Participant, then, upon disposition of such
Authorized Securities under Equity Compensation Plans
Authorized Securities under Equity Compensation Plans The following table presents securities authorized for issuance under equity compensation plans at December 31, 2025.
Authorized Securities under Equity Compensation Plans
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants, and rights | Weighted-average exercise price of outstanding options, warrants, and rights | Number of securities remaining available for future issuance under equity compensation plans | | Equity compensation plans approved by security holders(1) | 10,210,766 | $193.86(3) | 10,341,127 | | Equity compensation plans not approved by security holders(2) | 15,110 | | |
Authorized Securities under Equity Compensation Plans
(1) These totals include securities available for future issuance under the following plans: i. Current LTIP. A total of 32,900,000 Shares are authorized to be issued pursuant to awards made as options, stock appreciation rights, performance shares, performance stock units, restricted stock, restricted stock units and cash incentive awards. The maximum number of shares that may be delivered to participants and their beneficiaries under the Current LTIP shall be equal to the sum of: (i) 32,900,000 Common Shares (which number includes all shares available for delivery under this clause (i) since the establishment of the LTIP, determined in accordance with the terms of the LTIP); and (ii) any Common Shares that have not been delivered pursuant to the ACE Limited 2004 Long-Term Incentive Plan (the ACE LTIP) and remain available for grant pursuant to the ACE LTIP, including Common Shares represented by awards granted under the ACE LTIP that are forfeited, expire or are canceled after the effective date without delivery of Common Shares or which result in the forfeiture of Common Shares back to the Company to the extent that such shares would have been added back to the reserve under the terms of the ACE LTIP. As of December 31, 2025, a total of 8,653,198 option awards, 673,960 restricted stock unit awards and 579,793 performance unit awards are outstanding, and 7,879,066 shares remain available for future issuance under this plan. ii. ACE Limited 2004 Long-Term Incentive Plan (ACE LTIP). As of December 31, 2025, a total of 225,609 option awards and 43,038 deferred stock unit awards are outstanding. No additional grants will be made pursuant to the ACE LTIP. iii. Chubb Corporation Long-Term Incentive Plans (Chubb Corp. LTIP). As of December 31, 2025, nil option awards and 49,927 deferred stock unit awards are outstanding. No additional grants will be made pursuant to the Chubb Corp. LTIP. iv. Chubb Limited Employee Stock Purchase Plan. A total of 9,000,000 shares are authorized for purchase at a discount. As of December 31, 2025, 2,462,061 shares remain available for future issuance under this plan. (2) These plans are the Chubb Corp. CCAP Excess Benefit Plan and the Chubb Corp. Deferred Compensation Plan for Directors, under which no Common Shares are available for future issuance other than with respect to outstanding rewards. The CCAP Excess Benefit Plan is a nonqualified, defined contribution plan and covers those participants in the Capital Accumulation Plan of The Chubb Corporation (CCAP) (Chubb Corp.’s legacy 401(k) plan) and Chubb Corp.’s legacy employee stock ownership plan (ESOP) whose total benefits under those plans are limited by certain provisions of the Internal Revenue Code. A participant in the CCAP Excess Benefit Plan is entitled to a benefit equaling the difference between the participant’s benefits under the CCAP and the ESOP, without considering the applicable limitations of the Internal Revenue Code, and the participant’s actual benefits under such plans. A participant’s excess ESOP benefit is expressed as Common Shares. Payments under the CCAP Excess Benefit Plan are generally made: (i) for excess benefits related to the CCAP, in cash annually as soon as practical after the amount of excess benefit can be determined; and (ii) for excess benefits related to the ESOP, in Common Shares as soon as practicable after the participant’s termination of employment. Allocations under the ESOP ceased in 2004. Accordingly, other than dividends, no new contributions are made to the ESOP or the CCAP Excess Benefit Plan with respect to excess ESOP benefits. (3) Weighted average exercise price excludes shares issuable under performance stock unit awards and restricted stock unit awards. See Note 16 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025 (2025 Form 10-K), for further information regarding our equity compensation and employee stock purchase plans.
What Happens If Shareholders Do Not Approve This Proposal?
| | Our Board of Directors recommends a vote “FOR” the approval of the Chubb Limited 2016 Long-Term Incentive Plan, as amended and restated. |
Maximum Aggregate Compensation Dependent Upon Company and Individual Performance
Maximum Aggregate Compensation Dependent Upon Company and Individual Performance The maximum aggregate amount of compensation is a maximum cap and the Company will not necessarily award the maximum aggregate amount of compensation. For example, the compensation for members of Executive Management was approximately 89% of each of the shareholder-approved caps for 2025 and 2024, respectively. Maximum potential awards and payments at the top of applicable ranges will only be made if individual and Company performance meet performance thresholds set by the Board or Compensation Committee in accordance with the Articles of Association and the Company’s bonus and equity plans. Cash payments will be valued at the amount actually paid; the proposed amount does not factor in a discount to present value. Equity awards will be valued at the fair value at the time of grant in accordance with Article 24(e) of our Articles of Association. Performance-based equity awards (PSUs/PSAs) are valued at 100% of the market value of the target component of the award as of the grant date, and time-based restricted stock awards (RSUs/RSAs) are valued at 100% of the market value of the subject shares as of the grant date. Stock options are valued based on the applicable Black-Scholes value at the date of grant. Actual amounts realized by Executive Management will depend on various factors including our future stock price and whether relevant performance hurdles under performance-based equity awards granted to Executive Management are met. If the Board of Directors were to decide that Executive Management deserves compensation and awards in excess of the maximum amount approved by shareholders, we would pay such amounts only with subsequent shareholder approval for that additional amount.
Our Compensation Program
| Key features of our executive compensation practices and policies include: • Detailed individual and Company performance criteria; • Significant amount of at-risk pay (95% for CEO, 88% for other NEOs); • Performance-based equity (PSUs/PSAs) comprises 100% of the annual equity award for each NEO; • Performance-based equity award vesting is linked to key operating metrics (tangible book value per share growth and P&C combined ratio), with TSR used only as a modifier for premium awards; • Three-year cliff vesting and no second-chance “look-back” vesting opportunities for performance-based equity awards; • Carefully constructed peer groups, re-evaluated at least annually; • Robust insider trading and clawback policies; • No new pledging of Chubb shares owned by executive officers or directors; • Annual compensation risk assessment; • Mandatory executive share ownership guidelines; • No hedging of Chubb securities; and • Consideration of shareholder feedback in evaluating our compensation program and disclosure. |
Board Tenure in Years (Director Nominees)
Board Tenure in Years (Director Nominees)
Director Commitments and Responsibilities
Director Commitments and Responsibilities Each of our directors should represent shareholders as a whole rather than any particular shareholder or group of shareholders. Individual directors are required to notify the Nominating & Governance Committee Chair, and the Chairman of the Board, of any change in business or professional affiliations or responsibilities, including retirement, so that conflicts and other Board composition issues can be considered. The Lead Director is also involved in this evaluation process. A director is required to offer his or her resignation from the Board in the event a director leaves a full-time job or otherwise materially changes his or her full-time employed position or status for any reason (for example, by resignation, termination, reassignment or retirement). The resignation may be accepted or not accepted, on behalf of the Board, by the Chair of the Nominating & Governance Committee after consulting with other Committee or Board members in the reasonable discretion of the Chair. In addition, under our Corporate Governance Guidelines, a director should offer to resign if the Nominating & Governance Committee concludes that he or she no longer meets the Company’s requirements for service on the Board, which includes the obligation to devote the time and effort necessary to fully meet their duty of care to shareholders. We believe all our directors have demonstrated a strong commitment to service on our Board in terms of meeting attendance, substantive discussion and effective leadership.
Annual Board and Committee Evaluations
Annual Board and Committee Evaluations Led by our Nominating & Governance Committee, our Board and its committees annually perform self-evaluations that encourage open and candid feedback on Board effectiveness, performance and process. Our evaluation process also includes individual evaluations of our directors, and separate reviews of the Lead Director. Our Lead Director and each of our committee chairs incorporate feedback received from these evaluations to enhance Board governance, process, collaboration and productivity, including by identifying possible topics for future meetings and other matters, such as potential skills and attributes for future director nominees and committee composition. In 2025, results of the Board and committee evaluations were very positive. In the self-evaluation context our Nominating & Governance Committee further considers the composition of the Board and its committees, including whether the Board and each of its committees have the right mix of skill sets, qualifications, backgrounds, experience, talent and other considerations in order to function effectively. Board Leadership Structure Our Board’s mandate under Swiss law includes overall supervision and control of management of the Company. Our management and employees direct and are responsible for the business operations of the Company and its divisions, and implementation of policies and strategies approved by the Board.
Determination of Board Leadership Structure
Determination of Board Leadership Structure Our Organizational Regulations and Corporate Governance Guidelines provide the Board with the right and flexibility to recommend to shareholders that the responsibilities of the Chairman of the Board and Chief Executive Officer be vested in the same individual or in more than one individual, as the Board determines to be in the best interest of the Company. Our Nominating & Governance Committee regularly reviews and discusses Board composition, leadership and structure, and advises the Board as appropriate. The Nominating & Governance Committee also considers feedback from shareholders. The Board, upon recommendation from the Nominating & Governance Committee, recommends the Chairman for shareholder approval annually in accordance with Swiss law. The vote on our Chairman is a vested shareholder right, as described in Agenda Item 6. Our Board has determined it to be in the best interests of the Company, at this time, to vest the responsibilities of Chairman and CEO in Evan G. Greenberg because the Board believes he has the skills and experience to best perform both roles. Mr. Greenberg provides unique and immeasurable leadership value to our Board serving in the Chairman role. Our Board believes Mr. Greenberg is
Determination of Board Leadership Structure
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Determination of Board Leadership Structure
the preeminent executive in the insurance industry. Combining both roles creates strong leadership, continuity of expertise and one voice in the top Board and management roles. Our Board also believes Mr. Greenberg is best positioned to serve as the appropriate channel between management and the Board. Additionally, the Company is in a highly regulated industry, and Mr. Greenberg’s unparalleled insurance industry knowledge and deep experience spanning over 50 years serving in top management roles provide him with exceptional insight and direction to lead the Board on Company strategy, assessing market conditions, strategic opportunities, and risk management oversight, among other critical matters. Mr. Greenberg’s insurance knowledge and international business acumen make him the optimal individual to chair our Board at this time, and our Board unanimously believes that shareholders are best served with Mr. Greenberg remaining Chairman of the Board. Moreover, the Board is structured to mitigate potential risks in combining the Chairman and CEO roles. Our Board has an independent Lead Director with significant and substantive powers and responsibilities, as further described below. Mr. Greenberg, in his capacity as CEO, reports to the Board. Led by the Lead Director, the independent directors conduct a comprehensive performance evaluation and compensation determination process with respect to Mr. Greenberg’s performance as CEO. Further, all directors other than Mr. Greenberg are independent, and each of the Audit, Compensation, Nominating & Governance and Risk & Finance Committees of the Board are comprised entirely of independent directors. Most of our directors also have significant executive experience, including some as CEO, and serve individually and collectively as an effective independent complement to the Chairman and CEO. Regular Board refreshment and well-balanced tenure also ensure new independent voices and perspectives are included in Board discussions. Mr. Greenberg’s tenure as Chairman since 2007 has led to continuously strong operational and stock price performance over time. Our Board considers Mr. Greenberg’s continued service as Chairman to be essential to continue the Company’s trajectory of success consistent with its track record. Our Board believes Mr. Greenberg should continue to serve as Chairman to best enable the Company to execute on its strategic plan, identify and capitalize on market and other opportunities, and position itself well in the face of the multitude of risks and opportunities that lay ahead. The Board will continue to examine its leadership structure, consider shareholder feedback and will at all times conduct itself in the manner it determines to be in the best interests of the Company and its shareholders. We expect that the Company will always have either an independent Lead Director or a non-executive chairman.
Independent Lead Director — Role and Responsibilities
Independent Lead Director — Role and Responsibilities Board leadership also comes from our independent Lead Director, currently Michael P. Connors. Our Lead Director’s powers and responsibilities are both substantive and significant, and many of them are codified in our Organizational Regulations and Corporate Governance Guidelines. Our Board’s leadership structure allows for the Lead Director to promote and foster effective director independence in deliberations and overall governance. Mr. Connors has served as Lead Director since 2020 and as a director since 2011, and has demonstrated an exceptional understanding of the Company’s business, including strategy, finances, operations, regulatory framework, governance and other matters. These include our Board’s oversight structure of the key risks facing the Company. In collaboration with the Chairman, our Lead Director ensures the Board and its relevant committees are appropriately overseeing and identifying short-, medium- and long-term risks. See “Board Oversight of Risk and Risk Management” for more information.
Independent Lead Director — Role and Responsibilities
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Independent Lead Director — Role and Responsibilities
| Our Lead Director’s specific powers and responsibilities include: • Establishing the agenda (with the Chairman) for Board meetings • Authority to convene meetings of the Board • Presiding at, and setting the agenda for, executive sessions of the independent directors (without the Chairman present) at every regular Board meeting and at other times as the Lead Director may separately call • Providing a forum for independent director feedback at executive sessions and communicating that feedback to the Chairman • Ensuring an appropriate level of Board independence in deliberations and overall governance • Authority to require Board consideration of matters, including risk topics • Working with the Compensation Committee to lead the Board’s review of the performance evaluation and compensation of the Chairman and CEO, a detailed and comprehensive process that evaluates Company and individual performance against a set of financial, operational and strategic metrics and goals as well as compensation and financial performance peer group data (see the “Compensation Discussion & Analysis” for more information) • Working with the Nominating & Governance Committee in the Board and individual director performance evaluation processes, and personally conducting individual director evaluations • Providing input to the Nominating & Governance Committee on the design and organization of the Board, including the review and vetting of potential nominees and committee structure and membership • Facilitating communication between Board members and the Chairman of the Board • Empowerment to respond to non-audit related shareholder inquiries, engage with shareholders, monitor the Company’s mechanism for receiving and responding to shareholder communications to the Board, and oversee the timely delivery of background materials to Board members • Helping to assure that all Board members have the means to, and do, carry out their fiduciary responsibilities • Communicating regularly with our CEO on matters of significance, and with the other independent directors to help foster independent thinking |
Independent Lead Director — Role and Responsibilities
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Independent Lead Director — Role and Responsibilities
Corporate Governance – The Committees of the Board The Committees of the Board The Board of Directors has five committees: Audit, Nominating & Governance, Compensation, Risk & Finance and Executive. Each committee’s principal role, current membership, independence standards and meetings held during 2025 are outlined below.
Independent Lead Director — Role and Responsibilities
| AUDIT COMMITTEE | NUMBER OF MEETINGS HELD | 14 | | Role & Responsibilities The Audit Committee provides oversight of the integrity of our financial statements and financial reporting process, our compliance with legal and regulatory requirements, our system of internal controls, and our audit process. The Committee’s oversight includes the performance of our internal auditors and the performance, qualification and independence of our independent auditors. All members are audit committee financial experts as defined under Item 407(d) of SEC Regulation S-K, and each member meets the financial literacy requirements of the NYSE. If a member of our Audit Committee simultaneously serves on the audit committees of more than three public companies, the Board is required to determine and disclose whether such simultaneous service would impair the ability of such member to effectively serve on our Audit Committee. No member serves on the audit committees of more than three public companies. See the “Audit Committee Report” section of this proxy statement for more information on our Audit Committee, its role and responsibilities, and a summary of the topics covered in the 14 meetings and additional in-depth training session held during 2025. | | | | | MEMBERS | | | | Robert W. Scully (Chair) Nancy K. Buese Nelson J. Chai Theodore E. Shasta | | | | All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board | |
Independent Lead Director — Role and Responsibilities
| NOMINATING & GOVERNANCE COMMITTEE | NUMBER OF MEETINGS HELD | 4 | | Role & Responsibilities The responsibilities of the Nominating & Governance Committee include identifying individuals qualified to become Board members, recommending director nominees to the Board and developing and recommending corporate governance guidelines. The Committee also has the responsibility to examine and approve the Board’s leadership structure, committee structure and committee assignments, and advise the Board on matters of organizational and corporate governance, including our Corporate Citizenship activities and sustainability policies and initiatives. In addition to general corporate governance matters, the Nominating & Governance Committee approves the Board calendar and assists the Board and its committees in their self-evaluations. | | | | | MEMBERS | | | | David H. Sidwell (Chair) Michael P. Connors Michael L. Corbat Frances F. Townsend | | | | All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board | |
Independent Lead Director — Role and Responsibilities
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Independent Lead Director — Role and Responsibilities
Corporate Governance – The Committees of the Board
Independent Lead Director — Role and Responsibilities
| COMPENSATION COMMITTEE | NUMBER OF MEETINGS HELD | 4 | | Role & Responsibilities The Compensation Committee discharges the Board’s responsibilities relating to the compensation of employees, including compensation policies and pay structure for executive officers and other senior officers of the Company. It also evaluates the performance of the CEO and other NEOs based on corporate and individual goals and objectives. Based on this evaluation, it sets the CEO’s compensation level, both as a committee and together with the other independent directors, and approves NEO compensation. The Compensation Committee also has the responsibility to review and make recommendations to the full Board regarding director compensation, recommend the maximum aggregate amount of compensation to directors and Executive Management subject to shareholder approval, oversee the Company’s equity plan and periodically consult with the Risk & Finance Committee on matters related to executive compensation and risk. In addition to the four meetings held during 2025, the Compensation Committee also conducted its annual in-depth session covering various matters. For more information about how the Compensation Committee determines executive compensation, see the “Compensation Discussion & Analysis” section of this proxy statement. | | | | | MEMBERS | | | | Frances F. Townsend (Chair) Michael P. Connors Michael L. Corbat David H. Sidwell | | | | All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board | |
Independent Lead Director — Role and Responsibilities
| RISK & FINANCE COMMITTEE | NUMBER OF MEETINGS HELD | 4 | | Role & Responsibilities The Risk & Finance Committee helps execute the Board’s supervisory responsibilities pertaining to enterprise risk management, capital structure, financing arrangements and investments. The Committee oversees that the Company has a risk management process that identifies and assesses relevant risks, has a reasonable and sound set of policies for setting parameters on risk, and, for specific material risks, has prepared itself to avoid or to mitigate outcomes that could adversely affect or threaten the viability of the Company. For more information on the Risk & Finance Committee’s role, see “Board Oversight of Risk and Risk Management” below. | | | | | MEMBERS | | | | Olivier Steimer (Chair) Michael G. Atieh Sheila P. Burke Fred Hu Robert J. Hugin | | | | All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board | |
Independent Lead Director — Role and Responsibilities
Our Board also has an Executive Committee, comprised of the Chairman of the Board (as Chair), the Lead Director and each of our other committee chairs. The Executive Committee did not meet in 2025 and has not met since 2011. Its primary function is to act for the full Board when it is not practical to convene a meeting of the full Board. The Executive Committee is authorized to exercise all the powers and authorities of the Board, except as expressly limited by applicable law or regulation, stock exchange rule, our Articles of Association or our Organizational Regulations, and except for matters expressly reserved for another committee.
Independent Lead Director — Role and Responsibilities
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Independent Lead Director — Role and Responsibilities
Board Oversight of Our Independent Advisors
Compensation Consultants
Compensation Consultants Our Compensation Committee has the authority to retain advisors and must assess the independence of any advisor so retained. Our Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any such compensation advisor. Farient Advisors LLC has been retained directly by our Compensation Committee as its independent consultant for both executive and director compensation. Farient did not perform any other work for the Company in 2025.
Elements of Director Compensation
Elements of Director Compensation
Elements of Director Compensation
| Pay Component | 2025 Compensation | | Standard Compensation Per year of service from May annual general meeting to the next May annual general meeting | $375,000 — $225,000 in restricted stock awards based on the fair market value of the Company’s Common Shares at the date of award — $150,000 in cash, paid in quarterly installments | | Committee Chair Fees | Audit Committee $40,000 Compensation Committee $30,000 Nominating & Governance Committee $25,000 Risk & Finance Committee $35,000 Paid in quarterly installments | | Lead Director Annual Fee | $100,000 Paid in quarterly installments |
Elements of Director Compensation
Directors may elect to receive all of their compensation in the form of restricted stock awards granted 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, we have a matching contribution program for directors pursuant to which we will match director charitable contributions to eligible registered charities up to a maximum of $40,000 per year. The Compensation Committee has retained Farient Advisors LLC to consult on director compensation matters, including our Outside Directors Compensation Parameters. In February 2025, the Compensation Committee conducted its annual director compensation review and recommended to the Board, and the Board approved, changes to our Outside Directors Compensation Parameters effective as of the 2025 annual general meeting. The changes were based on, among other things, a comparison of our director compensation structure to our competitors and other insurance and similarly-sized companies. As a result, the cash retainer was increased from $135,000 to $150,000; the equity retainer was increased from $190,000 to $225,000; and the Compensation Committee Chair cash retainer was increased from $25,000 to $30,000. The Board also determined to eliminate per meeting fees for special Board or committee meetings. No other changes were made with respect to any other element of director compensation. In February 2026, the Compensation Committee recommended to the Board, and the Board approved, no changes to our Outside Directors Compensation Parameters.
Elements of Director Compensation
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Elements of Director Compensation
Director Compensation – 2025 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 outside directors restricted stock awards as part of their standard compensation. In February 2025, the Board determined to increase the minimum equity ownership amount from $700,000 to five times the annual cash retainer, resulting in a current minimum of $750,000. 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 to directors) 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 minimum equity ownership, this requirement remains satisfied going forward as long as he or she retains the number of shares valued at the minimum equity ownership amount based on the NYSE closing price for the Company’s Common Shares as of the date such minimum threshold is initially met (subject to any future adjustment to the annual cash retainer). 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 and in accordance with the requirements of our Global Restrictions on Insider Trading and Trading Chubb Securities Policy. Directors are not permitted to pledge or hedge Common Shares. 2025 Director Compensation The following table sets forth information concerning 2025 director compensation.
Elements of Director Compensation
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | All Other Compensation(2) | Total | | Michael G. Atieh | $146,250 | $225,171 | $40,000 | $411,421 | | Nancy K. Buese(3) | — | $374,992 | $40,000 | $414,992 | | Sheila P. Burke | $146,250 | $225,171 | $10,000 | $381,421 | | Nelson J. Chai | $146,250 | $225,171 | $40,000 | $411,421 | | Michael P. Connors | $246,250 | $225,171 | — | $471,421 | | Michael L. Corbat | $146,250 | $225,171 | $40,850 | $412,271 | | Fred Hu | $112,500 | $225,171 | $13,349 | $351,020 | | Robert J. Hugin(4) | — | $374,992 | $40,000 | $414,992 | | Robert W. Scully(5) | — | $415,003 | $40,000 | $455,003 | | Theodore E. Shasta | $146,250 | $225,171 | $40,000 | $411,421 | | David H. Sidwell | $165,000 | $225,171 | $40,000 | $430,171 | | Olivier Steimer | $181,250 | $225,171 | $40,000 | $446,421 | | Frances F. Townsend | $175,000 | $225,171 | $29,500 | $429,671 |
Elements of Director Compensation
(1) This column reflects restricted stock awards granted on the date of the 2025 annual general meeting, which vest on the date of the 2026 annual general meeting. The grant date fair value of the restricted stock awards for 2025 are based on the Common Share value of $292.05 and amount to $225,171 for each director, computed in accordance with FASB ASC Topic 718. Such 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 and five to this table. (2) All other compensation 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 2025) and personal jet travel. (3) Included in Ms. Buese’s stock awards is an annual retainer fee of $150,000 for which she received 513 restricted stock awards, rather than cash, at the election of the director. (4) Included in Mr. Hugin’s stock awards is an annual retainer fee of $150,000 for which he received 513 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 $150,000 for which he received 513 restricted stock awards and a committee chair fee of $40,000 for which he received 137 restricted stock awards.
Elements of Director Compensation
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Elements of Director Compensation
Information About Our Share Ownership Share Ownership by Our Directors, Nominees and SEC Executive Officers The following table sets forth, as of March 27, 2026, 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 our 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 Options(1) | Restricted Common Shares(2) | | Evan G. Greenberg(3)(4)(9) | 803,816 | 508,851 | 159,916 | | Peter C. Enns(9) | 12,984 | 27,153 | 15,164 | | John W. Keogh(3)(9) | 168,435 | 161,238 | 56,031 | | John J. Lupica(3)(9)(14) | 104,709 | 115,717 | 28,002 | | Juan Luis Ortega(9)(10) | 19,008 | 60,850 | 8,094 | | Michael G. Atieh(5)(6) | 16,693 | — | 771 | | Nancy K. Buese | 1,648 | — | 1,284 | | Sheila P. Burke(11)(12) | 8,009 | — | 771 | | Nelson J. Chai | 538 | — | 771 | | Michael P. Connors | 17,044 | — | 771 | | Michael L. Corbat | 1,679 | — | 771 | | Fred Hu | — | — | 771 | | Robert J. Hugin(7) | 19,542 | — | 1,284 | | Robert W. Scully(8) | 45,276 | — | 1,421 | | Theodore E. Shasta | 14,810 | — | 771 | | David H. Sidwell | 13,986 | — | 771 | | Olivier Steimer(6) | 20,741 | — | 771 | | Frances F. Townsend(13) | 4,408 | — | 771 | | All our directors, nominees and executive officers as a group (23 individuals) | 1,424,804 | 1,050,479 | 318,601 |
Elements of Director Compensation
(1) Represents Common Shares that the individual has the right to acquire within 60 days of March 27, 2026 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 41,700 shares, 19,586 shares, and 88,700 shares, respectively, of the Common Shares listed. Of the Common Shares listed as held by all directors, nominees and executive officers as a group (including those in the immediately preceding sentence), the power to vote and/or dispose of 188,017 Common Shares is shared with other persons. (4) Mr. Greenberg has pledged 55,000 of the Common Shares beneficially owned by him. The amount included in the table for Mr. Greenberg also contains 535,349 additional pledged Common Shares that are owned by entities in which adult family members of Mr. Greenberg are beneficiaries and for which he has no pecuniary interest. 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 director compensation and associated dividend reinvestment accruals. The number of such Common Shares included in the above table for Mr. Atieh is 16,693 shares. (6) Not included in these amounts are Common Shares that will be issued to the director no earlier than 6 months following his separation from the Board. Such Common Shares relate to deferred restricted stock units granted as director compensation and associated dividend reinvestment accruals. The number of such Common Shares not included in the above table for each director is as follows: Mr. Atieh (22,524) and Mr. Steimer (3,956). (7) Includes 335 shares held by Mr. Hugin’s sons, for which Mr. Hugin disclaims beneficial ownership. (8) Includes 23,765 shares held by a family foundation. Mr. Scully has no pecuniary interest in these shares. Not included in these amounts are (i) Restricted Common Shares representing a premium performance share award with respect to the performance share awards granted in 2023, 2024, 2025 and 2026; and (ii) target and premium performance stock unit awards (PSUs) granted in 2024, 2025 and 2026. Such Restricted Common Shares and PSUs will vest on the third anniversary, subject to the satisfaction of certain service and performance-based criteria. Such Restricted Common Shares will not be entitled to vote until vested. Dividends and dividend equivalents will be accumulated and distributed only when, and to the extent, that the awards have vested. The number of such Restricted Common Shares and PSUs not included in the above table for each NEO is as follows: Mr. Greenberg (381,306), Mr. Enns (79,356), Mr. Keogh (190,871), Mr. Lupica (112,310) and Mr. Ortega (53,203).
Elements of Director Compensation
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Elements of Director Compensation
Information About Our Share Ownership – Shareholders of More Than 5% of Our Shares Not included in these amounts are Restricted Stock Unit (RSU) awards granted in 2024. 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 for Mr. Ortega is 920. (11) 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 for Ms. Burke is 11,685. (12) 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 for Ms. Burke is 28,837. (13) Includes 353 shares held by Ms. Townsend’s husband. (14) Includes shares beneficially owned by Mr. Lupica, an NEO. Mr. Lupica retired from the Company and is no longer an executive officer. Shareholders of 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 March 27, 2026. The information provided relating to the number of shares beneficially owned reflects the most recently filed Schedule 13G/A for each of the listed persons. The percent of class listed is based on the number of our Common Shares outstanding as of March 27, 2026.
Elements of Director Compensation
| Name and Address of Beneficial Owner | Number of Shares Beneficially Owned | Percent of Class | | Berkshire Hathaway Inc. /Warren E. Buffet/National Indemnity Company(1) 3555 Farnam Street Omaha, Nebraska 68131 | 31,332,895 | 8.07% | | BlackRock, Inc.(2) 50 Hudson Yards New York, New York 10001 | 29,507,346 | 7.60% |
Elements of Director Compensation
(1) Based on a Schedule 13G/A filed by Berkshire Hathaway Inc., Warren E. Buffet and National Indemnity Company on November 14, 2025. Such Schedule 13G/A indicates that Berkshire Hathaway, Mr. Buffet and National Indemnity Company had shared voting and dispositive power over all 31,332,895 shares beneficially owned. Based on a Schedule 13G/A filed by BlackRock, Inc. on February 6, 2024. BlackRock, together with certain of its affiliates, may be deemed to have had beneficial ownership of 29,507,346 Common Shares. 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 26,434,921 shares and sole dispositive power over 29,507,346 shares.
Elements of Director Compensation
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Elements of Director Compensation
Executive Compensation Compensation Committee Report The Compensation Committee has reviewed and discussed the Compensation Discussion & Analysis contained in this proxy statement with management. Based on its 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 2026 Annual General Meeting and the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. This report has been approved by all members of the Compensation Committee.
Elements of Director Compensation
| Frances F. Townsend, Chair | Michael P. Connors | Michael L. Corbat | David H. Sidwell |
Elements of Director Compensation
Compensation Discussion & Analysis The following Compensation Discussion & Analysis describes the 2025 compensation program for our named executive officers (NEOs). Our NEOs are determined based on applicable SEC rules. For 2025, our NEOs were:
Elements of Director Compensation
| Evan G. Greenberg | Peter C. Enns | John W. Keogh | John J. Lupica | Juan Luis Ortega | | Chairman and Chief Executive Officer | Chief Financial Officer | President and Chief Operating Officer; Chairman, North America Insurance | Former Vice Chairman and Executive Chairman, North America Insurance | President, North America Insurance |
Elements of Director Compensation
| Executive Summary | 71 | | Compensation Program Overview | 76 | | Our Compensation Philosophy | 76 | | What We Reward: Company and Individual Performance Criteria | 76 | | Say-on-Pay Voting | 77 | | Compensation Governance Practices and Policies | 77 | | The Relationship of Compensation to Risk | 79 | | How We Use Peer Group and Market Data in Determining Compensation | 80 | | How We Determine Total Direct Compensation Pay Mix | 82 | | Components of Total Direct Compensation for our NEOs | 82 | | Equity Compensation | 83 | | How We Determine and Approve NEO Compensation | 84 | | 2025 NEO Total Direct Compensation and Performance Summary | 85 | | 2025 NEO Total Direct Compensation — Supplemental Table | 88 | | Executive Compensation Tables | 89 |
Elements of Director Compensation
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Elements of Director Compensation
Executive Summary This Compensation Discussion & Analysis includes certain financial measures, including those considered in connection with compensation decisions, that are not presented in accordance with U.S. generally accepted accounting principles (U.S. GAAP). These non-GAAP financial measures include core operating income, core operating return on equity, core operating return on tangible equity, P&C combined ratio and tangible book value per share growth. More information on the rationale for the use of these measures and reconciliations to U.S. GAAP can be found in “Non-GAAP Financial Measures”. Company 2025 financial comparisons are to 2024 unless otherwise specifically stated.
Compensation Profile
Compensation Profile Approximately 95% of the total direct compensation of our CEO and 88% of the total direct compensation of our other NEOs is variable or “at-risk.” The total direct compensation components for the 2025 performance year for our CEO and other NEOs are summarized in the charts below. Further detail is provided in “2025 NEO Total Direct Compensation and Performance Summary” beginning on page 85. When determining the final mix of pay for the CEO and other NEOs, the overall compensation package is weighted towards variable rather than fixed compensation, and towards long-term rather than short-term awards, in order to better link pay and performance and to align executive awards with the creation of long-term shareholder value. In line with this approach, long-term equity compensation of our CEO and other NEOs is typically 1.5 to 2.5 times the short-term annual cash bonus award. Performance-based equity awards (granted in the form of performance stock units (PSUs) and performance shares (PSAs)) cliff-vest after the end of a three-year period if certain performance criteria are satisfied. These awards comprise 100% of the annual long-term equity award for each of our NEOs. See “How We Determine Total Direct Compensation Pay Mix — Equity Compensation” beginning on page 83 for details on our equity award criteria and vesting conditions.
3. Evaluate Performance vs. Goals
3. Evaluate Performance vs. Goals In the first quarter of 2026, the Compensation Committee reviewed the Company’s 2025 results on an absolute basis against prior year and plan and relative to the Financial Performance Peer Group, as well as underlying core performance including and excluding catastrophe losses. The Committee also assessed performance against non-financial operating and strategic goals. For 2025 compensation decisions, the Compensation Committee considered the Company’s excellent financial results on an absolute basis and performance relative to the Financial Performance Peer Group. The Committee also recognized significant accomplishments and execution against operational and strategic goals. The Company’s financial performance and operational and strategic achievements considered by the Compensation Committee are described in detail in “2025 Financial, Strategic and Operational Highlights: Why You Should Vote ‘For’ Say-on-Pay” on page 73 and “Key Metrics Against Prior Year, Plan and Peers” on page 75.
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 (CEO Compensation Benchmarking Peer Group). The Compensation Committee reviews and assesses both peer groups at least annually.
How We Use Peer Groups
| 2025 Financial Performance Peer Group | 2025 CEO Compensation Benchmarking Peer Group | | | • The Allstate Corporation • American International Group, Inc. • CNA Financial Corporation • The Hartford Financial Services Group, Inc. • Liberty Mutual Holding Company Inc.* • The Travelers Companies, Inc. • Zurich Insurance 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 Use Peer Groups
* For all metrics other than TSR. Liberty Mutual Holding Company Inc. is a mutual company and has no TSR measure. ** For TSR only. Due to Zurich Insurance Group’s adoption of IFRS 17 accounting in 2023, replacing U.S. GAAP, Zurich Insurance Group’s financial performance is no longer comparable and inclusion would distort the relative performance evaluation on metrics other than TSR. The Company and each other peer in the Financial Performance Peer Group reports in accordance with U.S. GAAP.
2025 Financial, Strategic and Operational Highlights: Why You Should Vote “For” Say-on-Pay
| Advanced long-term growth initiatives |
Key Metrics Against Prior Year, Plan and Peers
| Core operating income | | Core operating income was a record for 2025, exceeding both prior year and plan. Core operating income growth was at the 6th percentile of the Financial Performance Peer Group. Contributing to our relative rank were significant improvements by two of our peers in operating income growth compared to prior year, each by 90% or more, with results reflecting recovery from substantial underperformance in prior years. Additionally, as both a significantly larger and more diversified company, the Company’s operational results are typically less volatile than peers that may experience higher growth or loss year-over-year due to their smaller scale and lesser breadth. In evaluating this metric, the Compensation Committee further considered the Company’s stable, consistent core operating income growth against more volatile peer performance over the past five years. Chubb’s core operating income growth over the prior year, three-year and five-year periods was 8.9%, 54.8% and 200.6%, respectively. | | | P&C combined ratio | | P&C combined ratio was a record low for 2025, evidencing world-class underwriting performance despite full-year catastrophe losses that were modestly higher than prior year. Absolute performance beat both plan and prior year, and relative performance was at the 97th percentile of the Financial Performance Peer Group. | | | Core operating return on equity (ROE) | | Core operating ROE exceeded plan and was 0.1 percentage point below prior year. Relative performance was at the 30th percentile of the Financial Performance Peer Group. Our relative performance rank was impacted by the Company’s strategic decision to maintain higher levels of capital relative to peers for both future risk and opportunity, as well as the Company being more acquisitive than peers and pursuing transactions we believe are in the best interests of the Company and shareholders over the long-term, resulting in a larger portion of equity comprising goodwill and other intangible assets. | | | Core operating return on tangible equity (ROTE) | | Core operating ROTE exceeded plan and was 1.0 percentage point below prior year. Relative performance was at the 46th percentile of the Financial Performance Peer Group, which was impacted by the Company maintaining higher levels of capital relative to peers for both future risk and opportunity. | | | Tangible book value per share growth | | Tangible book value per share growth performance substantially exceeded both prior year growth (by 11.6 percentage points) and plan. Relative performance was at the 51st percentile of the Financial Performance Peer Group on a reported basis, and at the 63rd percentile on an adjusted basis excluding from Chubb and peers any accretion or dilution to tangible book value resulting from extraordinary transactions such as acquisitions, dispositions, extraordinary investments and extraordinary share purchases. | | | Total shareholder return | | | Our 1-year and 3-year annualized TSR were at the 32nd (4.4 percentage points from median) and 24th (3.5 percentage points from median) percentiles, respectively, of our Financial Performance Peer Group. Our cumulative 3-year TSR was 47.7%. |
2025 Compensation Decisions
| In determining the compensation direction of the Company and in setting the 2025 compensation for the CEO and other NEOs, the Compensation Committee considered the Company’s performance on key financial metrics on an absolute basis against prior year and plan and relative to its Financial Performance Peer Group, progress and execution on operational and strategic objectives, and shareholder value creation. | | When deciding 2025 variable pay for the CEO and other NEOs, comprising both cash bonuses and long-term equity awards, the Compensation Committee recognized their outstanding leadership, sound judgment and steadfast focus, which drove the Company’s outstanding overall performance described in “Financial, Operational and Strategic Highlights: Why You Should Vote ‘For’ Say-on-Pay” on page 73 and “Key Metrics Against Prior Year, Plan and Peers” on page 75. Compensation decisions for 2025 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. | | As a result, the Compensation Committee determined to increase the CEO’s variable compensation for 2025. The CEO’s annual cash bonus was set at $11.0 million. The long-term equity award was set at $21.4 million. The Committee also reinforced the alignment of the CEO’s and other NEOs’ compensation with long-term Company performance, as 100% of each of the CEO and other NEO’s annual equity award is subject to performance-based vesting. The Committee believes that requiring the entirety of the CEO’s and other NEOs’ equity awards to vest, if at all, depending on Company performance more closely aligns pay with long-term Company financial performance and the creation of shareholder value. The Committee further determined to keep the base salary of the CEO and each other NEO unchanged for 2026. Further details on the compensation decisions for the CEO as well as the other NEOs are described in “2025 NEO Total Direct Compensation and Performance Summary” beginning on page 85. |
Equity Award Grants: Timing and Pricing
Equity Award Grants: Timing and Pricing The Compensation Committee grants long-term equity awards annually on a predetermined schedule. The awards are approved on the day of the annual February Board of Directors meeting, with a grant date of the Monday following the meeting. The grant date is approximately three to four weeks following the public disclosure of the Company’s year-end financial results. The Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information, and does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. From time to time, the Compensation Committee may make off-cycle grants to officers to recognize mid-year promotions or other circumstances. Officers who join the Company after February in a given year may be granted equity awards following their start date. The number of shares to be covered by a performance-based or time-based equity grant is based on the closing price of our Common Shares on the NYSE on the grant date. For option grants, the option exercise price is the closing price of our Common Shares on the grant date. To determine the number of shares for an option award, we use a notional Black-Scholes option value of 25% of the stock price, calculated in each case at the time that we granted the option. Each of our NEO’s annual equity awards granted in 2026 (for 2025 performance) and 2025 (for 2024 performance) comprised solely performance-based equity awards.
Equity Award Vesting — Change in Control and Termination of Employment
Equity Award Vesting — Change in Control and Termination of Employment Each year the Compensation Committee reviews the equity award 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. Equity awards 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 PSU or PSA award to a retirement-eligible executive who departs the Company within six months of the grant date without appropriate notice. One of our NEOs, John J. Lupica, age 60, has retired. In recognition of Mr. Lupica’s 25 years of exceptional service and contributions, the Compensation Committee determined to grant continued equity vesting for the outstanding unvested equity awards held by Mr. Lupica. These awards will continue to vest in accordance with the original award terms subject to compliance with terms and conditions customary for continued vesting in connection with an employee’s separation from the Company, including non-competition and non-solicitation provisions.
Compensation Components and Their Relationship to Risk
Executive Compensation – How We Use Peer Group and Market Data in Determining Compensation Equity awards deliver the remainder — and typically the majority — of each NEO’s total compensation. Awards are determined based on the same criteria as cash bonuses. The types of equity awards we may grant are: • Performance-based equity awards (performance stock units (PSUs) and performance shares (PSAs)) • Time-based restricted stock units (RSUs) and restricted stock awards (RSAs) • Stock options The types of awards and vesting conditions are described further in “How We Determine Total Direct Compensation Pay Mix — Equity Compensation”. Consequently, a substantial amount 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. Performance-based equity awards comprise 100% of the annual equity award granted to each of our NEOs. This results in the vesting of our executives’ equity awards being dependent on objectively measured operating performance (and stock price performance with respect to Premium Awards) relative to peers over a multi-year period, making a significant percentage of overall compensation subject to long-term Company outcomes relative to the competition.
Our Assessment of Compensation Risk
Our Assessment of Compensation Risk As part of Board risk governance, the Compensation Committee reviews the Company’s compensation structure, policies and practices to determine whether incentives arising from compensation policies or practices relating to any of our NEOs and other employees would be reasonably likely to have a material adverse effect on the Company. The Compensation Committee and management concluded that the Company’s compensation structure, policies and practices do not create risks reasonably likely to have a material adverse effect on the Company, and confirmed that the mix of compensation types and timeframes tended to align risk- taking with medium- and long-term Company performance. How We Use Peer Group and Market Data in Determining Compensation The Compensation Committee recommends to the full Board, and the Board reviews and 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 executive officers. 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 CEO Compensation Benchmarking Peer Group, a group of companies with characteristics similar to us that best defines the market in which we compete for CEO 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 or financial services 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.
CEO Compensation Benchmarking Peer Group
CEO Compensation Benchmarking Peer Group Our CEO 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 CEO talent. The Compensation Committee reviews the composition of our CEO Compensation Benchmarking Peer Group on an annual basis. The Compensation Committee’s independent executive compensation consultant assists in the annual evaluation of this group. The evaluation of this peer group considers multiple characteristics, such as industry relevance, market capitalization, geographic breadth, revenues and number of business lines, to identify companies within and outside our industry to constitute a robust group of peer companies. Our CEO Compensation Benchmarking Peer Group includes insurance companies with different primary businesses than ours and other financial services companies, which together complement the remaining property and casualty insurance 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, 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 calibrated and appropriate CEO compensation decision-making than using our much smaller Financial Performance Peer Group. With few exceptions, the comparable property and casualty insurers are considerably smaller than we are. For instance, Chubb’s market capitalization as of December 31, 2025 was approximately $122.0 billion, which is comparable to the year-end 2025 average and median market capitalizations of the CEO Compensation Benchmarking Peer Group of approximately $143.0 billion and $80.0 billion, respectively. On the other hand, the
CEO Compensation Benchmarking Peer Group
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CEO Compensation Benchmarking Peer Group
Executive Compensation – How We Use Peer Group and Market Data in Determining Compensation average and median market capitalizations of applicable companies in our Financial Performance Peer Group as of the end of 2025 were approximately $54.0 billion and $50.0 billion, respectively. Compared to peers outside the property and casualty insurer group, we may experience more volatility (particularly from catastrophe losses), and different factors impact our financial statements. These peers therefore may have markedly different results in a given year than the Company. However, these companies’ size and complexity better match the Company’s characteristics and therefore make them suitable CEO compensation peers. Following its annual review, our Compensation Committee determined to make no changes to the composition of this peer group from prior year.
CEO Compensation Benchmarking Peer Group
| 2025 CEO 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 Group | • Citigroup Inc. • The Goldman Sachs Group, Inc. • Marsh & McLennan Companies, Inc. • MetLife, Inc. • Morgan Stanley • Prudential Financial, Inc. • The Travelers Companies, Inc. |
Financial Performance Peer Group
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 consultant. The Financial Performance Peer Group includes three companies in the CEO Compensation Benchmarking Peer Group that are considered commercial property and casualty insurance companies. It also has four additional commercial property and casualty insurance companies that are not in the CEO 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 our key metrics: core operating income, core operating return on equity, core operating return on tangible equity, P&C combined ratio and tangible book value per share growth, as well as TSR. Following its annual review, our Compensation Committee determined to make no changes to the composition of this peer group from prior year.
Financial Performance Peer Group
| 2025 Financial Performance Peer Group | | | • The Allstate Corporation • American International Group, Inc. • CNA Financial Corporation • The Hartford Financial Services Group, Inc. | • Liberty Mutual Holding Company Inc. (all metrics other than TSR)* • The Travelers Companies, Inc. • Zurich Insurance Group (TSR only)** |
Financial Performance Peer Group
* Liberty Mutual is a mutual company and therefore has no TSR measure. ** Prior to the 2023 financial year, Zurich Insurance Group had been a member of the peer group on all metrics. Due to Zurich’s adoption of IFRS 17 accounting standards in 2023, the Committee determined that it could evaluate Zurich on a relative basis for TSR only and not any of the other financial metrics. The Committee concluded that, on each of the other metrics, Zurich’s reported results would no longer be comparable and inclusion would distort the relative performance evaluation, as the Company and other peers report in accordance with U.S. GAAP.
Financial Performance Peer Group
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Financial Performance Peer Group
Executive Compensation – How We Determine Total Direct Compensation Pay Mix How We Determine Total Direct Compensation Pay Mix
Components of Total Direct Compensation for our NEOs
| | Component | What We Reward | Target Opportunity | What It Achieves | | Fixed compensation | Base salary | Closely tied to role and market. | Targeted at the median of our CEO compensation peer group (for our CEO) and industry peers and relevant compensation survey data (for our other NEOs). May fall above or below the market median based on performance, experience, time in position and other circumstances. | Provides a competitive, market-based level of fixed compensation. | | Variable compensation | Cash bonus | Determined in early 2026 based on 2025 performance, as measured against: • Company Performance Criteria; • Individual Performance Criteria; and • the performance of the operating unit(s) or functions directly managed by the NEO. | Based on performance for each NEO, and targeted to deliver total compensation in a range that typically approximates market median to the 75th percentile. | Ties NEO pay to annual Company and individual performance. Allows the Compensation Committee to adjust annual compensation to reflect overall Company financial performance during the prior fiscal year and the actual performance of each NEO. | | | Long-term equity awards Performance-based equity awards (performance stock units (PSUs) and performance shares (PSAs)): • Target Awards • Premium Awards | Determined in early 2026, based on 2025 performance, as measured against: • Company Performance Criteria; • Individual Performance Criteria; and • the performance of the operating unit(s) or functions directly managed by the NEO. The ultimate value realized from these awards is subject to the Company’s stock price performance and vesting criteria based on relative tangible book value per share growth and P&C combined ratio performance over a three-year period. Premium Awards are also subject to a relative TSR modifier. | Based on performance for each NEO, typically 1.5 to 2.5 times the annual cash bonus to emphasize long-term performance tied to shareholder value, and targeted to deliver total compensation in a range that typically approximates market median to the 75th percentile. | The Compensation Committee uses long-term equity awards as: • a timely reward for recent performance, linked to multi-year future Company performance; • a forward-looking vehicle for retention of executive talent due to the multi-year cliff vesting schedule; • an important driver of long-term performance and risk management; and • a key link for aligning shareholder and executive interests. |
Components of Total Direct Compensation for our NEOs
When both Company and individual performance are considered outstanding, NEOs have the opportunity to achieve total direct compensation that approximates the 75th percentile for comparable positions in the CEO Compensation Benchmarking Peer Group (for the CEO) and broader industry peers (for other NEOs). 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 CEO Compensation Benchmarking Peer Group and industry, and the ambitious financial goals of the Company, which the Board reviews and approves each year.
Equity Compensation
Equity Compensation The annual equity awards granted to NEOs in 2026 (for 2025 performance) and 2025 (for 2024 performance) consisted entirely of performance-based equity awards (PSUs and PSAs). Prior to February 2025, one or more NEOs were also granted time-based restricted stock awards (RSUs and RSAs, which vest ratably over a 4-year period from the grant date) and stock options (which vest ratably over a 3-year period from the grant date, with a 10-year exercise period). These awards are described further in the executive compensation tables that follow this Compensation Discussion & Analysis. PSUs and RSUs carry the same vesting criteria and schedule as PSAs and RSAs. Shares are not issued for PSUs or RSUs until vesting (unless settlement is further deferred at the executive’s election), while PSAs and RSAs are issued shares at grant but subject to forfeiture if the awards do not vest.
Performance-Based Equity Award Criteria and Vesting
Performance-Based Equity Award Criteria and Vesting PSUs and PSAs cliff vest at the end of a three-year performance period if established performance criteria are met. To determine whether PSUs and PSAs 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). If performance exceeds the 75th percentile, relative TSR is then measured to determine an additional number of Premium Awards that will vest. We selected tangible book value per share growth and P&C combined ratio as metrics for our performance-based equity award plan 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. While tangible book value per share growth and P&C combined ratio are also included among the key financial metrics used to determine annual variable compensation (in the form of an annual cash bonus and long-term equity awards), these two measures are evaluated differently for performance-based equity vesting purposes. For the determination of annual variable compensation, these metrics are considered along with other metrics, as well as TSR, on an annual basis against prior year, plan and peers. For the determination of PSU and PSA vesting, the two metrics are evaluated only on a relative basis against peers over a three-year time horizon.
Performance-Based Equity Awards — Target Awards and Premium Awards
Performance-Based Equity Awards — Target Awards and Premium Awards PSUs and PSAs each have two components: Target Awards and Premium Awards. The performance measurement and vesting requirements for each component as granted to our NEOs are summarized below.
Performance-Based Equity Awards — Target Awards and Premium Awards
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Performance-Based Equity Awards — Target Awards and Premium Awards
Executive Compensation – How We Determine and Approve NEO Compensation
Independent Verification of Performance Criteria
Independent Verification of Performance Criteria We have retained Ernst & Young Ltd. (EY), an independent public accounting firm, to verify the calculations of our performance criteria for the vesting of performance-based equity awards and to prepare a report on its findings. Our Compensation Committee reviews the report prepared by EY 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, awards vested as a result. In May 2025, the Compensation Committee certified that Target Awards granted in 2022 earned a Premium Award of 50% of the Target Award following completion of the three-year cumulative performance period. See footnote 1 to the Summary Compensation Table for further detail.
Issuance Criteria for Target Awards and Premium Awards
Issuance Criteria for Target Awards and Premium Awards PSUs. NEOs granted PSUs are entitled to receive Common Shares representing Target Awards and Premium Awards in the future. Common Shares underlying PSUs are issued when the Compensation Committee certifies that performance criteria were met for the corresponding performance period. NEOs and other participating executives have the option to further defer settlement of shares representing vested PSUs pursuant to the Company’s deferred stock unit plan. PSAs. Common Shares representing Target Awards and Premium Awards are issued on the grant date. The awards are subject to forfeiture if applicable performance criteria are not met. Shares vest upon certification by the Compensation Committee that performance criteria were met for the corresponding performance period. The Compensation Committee lacks discretion to increase the vesting of any performance-based equity award other than what was achieved based on actual performance. The Committee’s analysis of performance metrics for all performance-based equity 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. How We Determine and Approve NEO Compensation
Role of Independent Consultant in Advising the CEO and Compensation Committee on NEO Compensation Determinations
Role of Independent Consultant in Advising the CEO and Compensation Committee on NEO Compensation Determinations The Compensation Committee directly retains an independent compensation consultant to assist management in the collection and analysis of relevant market data, including compensation and financial performance data for our CEO Compensation Benchmarking and Financial Performance Peer Groups. The consultant 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 retains the consultant to assist it with respect to the compensation of the CEO. The consultant meets directly with the Compensation Committee to review Company performance and 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 equity award. The consultant 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 any compensation consultant and to approve their fees and other retention terms. Farient Advisors LLC has been retained directly by the Compensation Committee as its independent compensation consultant. Farient also provides director compensation-related market data and analysis to the Compensation Committee.
2025 NEO Total Direct Compensation — Supplemental Table
2025 NEO Total Direct Compensation — Supplemental Table The total direct compensation for 2025 and its components for each of our NEOs are summarized in the table below. This table presents compensation more in alignment with how our Compensation Committee considered and made compensation decisions for performance in 2025 than the Summary Compensation table on the following page, because pursuant to SEC rules, the Summary Compensation Table reflects equity grants awarded during the prior calendar year (2025), even if corresponding to the year before’s performance (2024). Our Compensation Committee and the Board of Directors approves NEO cash bonus and long-term equity awards each February corresponding to the prior year’s performance; for example, cash bonus and equity awards for 2025 performance are approved in February 2026 and reflected in the table below.
2025 NEO Total Direct Compensation — Supplemental Table
| Name and Principal Position | Salary(1) | Cash Bonus | Long-Term Equity Award | Total Direct Compensation | | Evan G. Greenberg Chairman and Chief Executive Officer | $1,600,000 | $11,000,000 | $21,400,000 | $34,000,000 | | Peter C. Enns Chief Financial Officer | $976,923 | $2,142,000 | $3,700,000 | $6,818,923 | | John W. Keogh President and Chief Operating Officer; Chairman, North America Insurance | $1,200,000 | $4,161,000 | $9,900,000 | $15,261,000 | | John J. Lupica Former Vice Chairman and Executive Chairman, North America Insurance | $975,000 | $2,034,500 | $2,012,500 | $5,022,000 | | Juan Luis Ortega President, North America Insurance | $925,000 | $2,135,000 | $3,100,000 | $6,160,000 |
2025 NEO Total Direct Compensation — Supplemental Table
| Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards(2) | All Other Compensation(3) | Total | | Evan G. Greenberg Chairman and Chief Executive Officer | 2025 | $1,600,000 | $11,000,000 | $18,850,128 | — | $1,730,454 | $33,180,582 | | | 2024 | $1,600,000 | $9,500,000 | $17,350,017 | — | $1,688,077 | $30,138,094 | | | 2023 | $1,550,000 | $9,000,000 | $15,650,006 | — | $1,461,311 | $27,661,317 | | Peter C. Enns Chief Financial Officer | 2025 | $976,923 | $2,142,000 | $3,400,092 | — | $313,805 | $6,832,820 | | | 2024 | $900,000 | $1,893,000 | $3,125,103 | — | $320,469 | $6,238,572 | | | 2023 | $895,385 | $1,764,000 | $2,600,199 | — | $294,501 | $5,554,085 | | John W. Keogh President and Chief Operating Officer; Chairman, North America Insurance | 2025 | $1,200,000 | $4,161,000 | $8,750,086 | — | $721,297 | $14,832,383 | | | 2024 | $1,200,000 | $3,769,000 | $7,850,091 | — | $612,272 | $13,431,363 | | | 2023 | $1,176,923 | $3,343,000 | $7,000,199 | — | $560,989 | $12,081,111 | | John J. Lupica* Former Vice Chairman and Executive Chairman, North America Insurance | 2025 | $975,000 | $2,034,500 | $5,625,200 | — | $644,349 | $9,279,049 | | | 2024 | $975,000 | $3,413,000 | $5,325,137 | — | $609,519 | $10,322,656 | | | 2023 | $969,231 | $3,100,000 | $5,000,142 | — | $561,533 | $9,630,906 | | Juan Luis Ortega President, North America Insurance | 2025 | $925,000 | $2,135,000 | $2,800,144 | — | $549,533 | $6,409,677 | | | 2024 | $881,731 | $1,875,000 | $1,875,368 | $714,045 | $618,127 | $5,964,271 | | | 2023 | $838,462 | $1,650,000 | $1,713,858 | $628,431 | $676,099 | $5,506,850 |
2025 NEO Total Direct Compensation — Supplemental Table
* Mr. Lupica retired from his executive positions effective December 31, 2025. (1) This column discloses the aggregate grant date fair value of stock awards granted during the year. This column includes performance-based equity awards (PSUs/PSAs) for which the target amount is included (Target Award). For information on performance targets and vesting, see “Compensation Discussion & Analysis — How We Determine Total Direct Compensation Pay Mix — Equity Compensation”. For Mr. Ortega, 2023 and 2024 includes time-based restricted stock awards (RSUs/RSAs). Additional detail regarding stock awards made in 2025 is provided in the Grants of Plan-Based Awards table below in this section of the proxy statement, and for further information on stock-based compensation, see note 16 to our consolidated financial statements included in our 2025 Form 10-K. Assuming the highest level of performance is achieved, which would result in Premium Award vesting of 100% of the Target Award granted in each of 2025, 2024 and 2023 (i.e., all Target Awards and Premium Awards), the aggregate grant date fair value of the stock awards set forth in the table above would be:
2025 NEO Total Direct Compensation — Supplemental Table
| | 2025 | 2024 | 2023 | | Evan G. Greenberg | $37,700,256 | $34,700,034 | $31,300,012 | | Peter C. Enns | $6,800,184 | $6,250,206 | $5,200,398 | | John W. Keogh | $17,500,172 | $15,700,182 | $14,000,398 | | John J. Lupica | $11,250,400 | $10,650,274 | $10,000,284 | | Juan Luis Ortega | $5,600,288 | $3,281,830 | $2,999,251 |
2025 NEO Total Direct Compensation — Supplemental Table
The PSA Target Awards granted in 2022 met relevant performance criteria and cliff-vested in 2025 as scheduled. Performance share awards granted to NEOs in 2022 earned a Premium Award of 77% (50% of the Target Awards granted) based on Cumulative Performance exceeding the 75th percentile and three-year TSR not meeting or exceeding the 55th percentile. The table below shows the value realized on vesting of those Premium Awards at the vesting dates for the 2022, 2021 and 2020 grants. The Target Awards granted to NEOs in 2021 and 2020 earned a Premium Award of 100% (65% of the Target Award).
2025 NEO Total Direct Compensation — Supplemental Table
| | 2022 Grant Vested in 2025 | 2021 Grant Vested in 2024 | 2020 Grant Vested in 2023 | | Evan G. Greenberg | $8,529,320 | $10,568,977 | $6,541,216 | | Peter C. Enns | $990,634 | $996,479 | — | | John W. Keogh | $3,851,847 | $4,070,941 | $2,217,274 | | John J. Lupica | $2,751,403 | $2,763,758 | $1,368,439 | | Juan Luis Ortega | $866,804 | $822,188 | $465,297 |
2025 NEO Total Direct Compensation — Supplemental Table
This column discloses the aggregate grant date fair value of stock option awards granted during the year. Option values are based on the grant date fair market value computed in accordance with FASB ASC Topic 718. For further information on stock options, see note 16 to our consolidated financial statements included in our 2025 Form 10-K.
2025 NEO Total Direct Compensation — Supplemental Table
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2025 NEO Total Direct Compensation — Supplemental Table
As detailed in the table below, this column includes perquisites and other personal benefits, consisting of the following: • Retirement plan contributions, personal use of corporate and chartered aircraft, personal use of Company apartment, housing allowance, tax reimbursements and miscellaneous other benefits. — We calculate our incremental cost for personal use of corporate and chartered aircraft based on our variable operating costs, including fuel, crew travel, landing/ramp fees, catering, international handling and deadhead flights. We include in this table amounts for personal use of corporate aircraft by all NEOs who make personal use of the corporate aircraft, less amounts reimbursed in accordance with applicable FAA regulations. Mr. Greenberg may reimburse the Company for his personal use of corporate aircraft pursuant to an Aircraft Time Sharing Agreement, and such reimbursed amounts are not perquisites and are not included in the table below. The Board of Directors requires Mr. Greenberg to use corporate aircraft for all travel whenever practicable for security reasons and in light of the international nature of the Company’s business. For all other NEOs, personal use of the corporate aircraft was limited to space available on normally scheduled management business flights. — We do not pay tax reimbursements or gross-ups to our NEOs, except that, in 2023 and through July 2024, Mr. Ortega received certain tax reimbursements as part of his employment package established when his prior role was based outside the U.S. and prior to becoming an executive officer. Mr. Ortega no longer receives any tax reimbursements or gross ups. — Our contributions to retirement plans consist of matching and non-contributory employer contributions for 2025, 2024 and 2023.
2025 NEO Total Direct Compensation — Supplemental Table
| Name | Year | Housing Allowance | Private Aircraft Usage | Misc. Other Benefits(1) | Tax Reimbursements | Retirement Plan Contribution | | Evan G. Greenberg | 2025 | — | $299,844 | $98,610 | — | $1,332,000 | | | 2024 | — | $299,505 | $116,572 | — | $1,272,000 | | | 2023 | — | $298,363 | $52,948 | — | $1,110,000 | | Peter C. Enns | 2025 | $144,000 | — | $81,882 | — | $87,923 | | | 2024 | $144,000 | — | $95,469 | — | $81,000 | | | 2023 | $144,000 | — | $69,916 | — | $80,585 | | John W. Keogh | 2025 | — | $14,694 | $110,323 | — | $596,280 | | | 2024 | — | — | $67,112 | — | $545,160 | | | 2023 | — | — | $49,678 | — | $511,311 | | John J. Lupica | 2025 | — | — | $117,789 | — | $526,560 | | | 2024 | — | — | $120,519 | — | $489,000 | | | 2023 | — | — | $107,545 | — | $453,988 | | Juan Luis Ortega | 2025 | $108,000 | — | $105,533 | — | $336,000 | | | 2024 | $108,000 | — | $146,601 | $59,718 | $303,808 | | | 2023 | $108,000 | — | $107,519 | $184,165 | $276,415 |
2025 NEO Total Direct Compensation — Supplemental Table
(1) This column consists of the following: (i) for Mr. Greenberg, executive medical coverage and matching contributions made under our matching charitable contributions program; and (ii) for all other NEOs, club memberships, financial planning, tax services, executive medical coverage, use of corporate apartment, matching contributions made under our matching charitable contributions program, car allowance or car lease and car maintenance allowance, expatriate home leave and dependent education. For Mr. Enns, amounts relating to tax services were $55,338 for 2025, $70,605 for 2024 and $50,488 for 2023.
Nonqualified Retirement Plans and Deferred Compensation Plans
| Chubb US Deferred Compensation Plan This is a nonqualified 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. | • 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. • 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. | | Chubb Deferred Stock Unit Plan This is a nonqualified deferred compensation sub-plan of the Chubb Limited 2016 Long-Term Incentive Plan for a select group of employees who are granted performance stock units (PSUs) or a mix of performance stock units and restricted stock units (RSUs). | • Participants may elect to defer up to 100% of their PSU and RSU awards (and associated dividend equivalents) to the extent such awards are US-allocated compensation. • Participants will elect the time and form of payment at the same time that they elect to defer awards. 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; — to receive a distribution upon a change in control; and — a different distribution date and form of payment each time they elect to defer new awards. The new date and payment form will apply to equity 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. • Earnings or losses credited to a participant’s notional plan account are based on the performance of notional investments and any credited dividend equivalents. All amounts credited to the plan will initially be notionally invested in Common Shares. However, participants have the option to change their notional investment from Common Shares to a pre-set investment fund lineup, subject to certain limitations and timing requirements. |
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| Year | Summary Compensation Table total for PEO(a) | Compensation actually paid to PEO(a)(b) | Average Summary Compensation Table total for non-PEO named executive officers(a) | Average compensation actually paid to non-PEO named executive officers(a)(c) | Value of initial fixed $100 investment based on(d) | | Chubb net income (in millions) | Core operating income (in millions) | | | | | | | Total shareholder return | Peer group total shareholder return | | | | 2025 | $33,180,582 | $58,465,778 | $9,338,482 | $15,865,717 | $219.13 | $228.54 | $10,310 | $9,954 | | 2024 | $30,138,094 | $55,361,558 | $8,989,215 | $15,449,569 | $191.46 | $193.19 | $9,272 | $9,142 | | 2023 | $27,661,317 | $35,703,017 | $7,867,777 | $9,453,265 | $154.54 | $151.38 | $9,028 | $8,202 | | 2022 | $25,152,070 | $44,160,566 | $8,148,565 | $12,454,746 | $148.35 | $142.22 | $5,246 | $6,429 | | 2021 | $23,181,184 | $42,028,742 | $7,014,834 | $10,960,083 | $127.88 | $122.68 | $8,525 | $5,586 |
Pay Versus Performance Table
Additional Company Financial Performance Measures
Pay Versus Performance Table
| Year | Core operating return on equity | Core operating return on tangible equity | P&C combined ratio | Tangible book value per share growth | | 2025 | 13.7% | 20.5% | 85.7% | 25.7% | | 2024 | 13.8% | 21.5% | 86.6% | 14.1% | | 2023 | 13.5% | 21.2% | 86.5% | 21.3% | | 2022 | 11.1% | 17.0% | 87.6% | -20.4% | | 2021 | 9.9% | 15.3% | 89.1% | 7.6% |
Pay Versus Performance Table
(a) The principal executive officer (PEO) for each year reflected in the table is Evan G. Greenberg, the Company’s Chairman and CEO. The non-PEO NEOs are John W. Keogh; John J. Lupica; Peter C. Enns; Juan Luis Ortega (2023-2025), Sean Ringsted (2023); Paul J. Krump ( 2021-2022); and Philip V. Bancroft (2021). (b) For Mr. Greenberg, the following are the amounts deducted from and added to the Summary Compensation Table amount to derive the “compensation actually paid” as determined in accordance with SEC regulations:
Pay Versus Performance Table
| Year | Summary Compensation Table total | Stock and option awards granted during year and included in the Summary Compensation Table | Year-end fair value of stock and option awards granted during year and included in the Summary Compensation Table | Change in fair value of stock and option awards granted in any prior year remaining unvested as of year-end | Change in fair value as of the vesting date of stock and option awards granted in any prior year | Year-end fair value of Premium Award shares at the end of three-year performance period(1) | Total | | 2025 | $33,180,582 | $(18,850,128) | $20,309,648 | $5,126,057 | $(1,204,273) | $19,903,892 | $58,465,778 | | 2024 | $30,138,094 | $(17,350,017) | $18,811,057 | $7,775,398 | $5,497,020 | $10,490,006 | $55,361,558 | | 2023 | $27,661,317 | $(15,650,006) | $16,955,424 | $423,109 | $(2,704,453) | $9,017,626 | $35,703,017 | | 2022 | $25,152,070 | $(14,647,433) | $18,365,019 | $6,082,084 | $1,955,057 | $7,253,769 | $44,160,566 | | 2021 | $23,181,184 | $(13,121,951) | $16,059,140 | $7,561,095 | $1,856,572 | $6,492,703 | $42,028,742 |
Pay Versus Performance Table
Reflects year-end fair value of performance share Premium Awards at the end of the three-year performance period based on the probable outcome of satisfaction of performance criteria consistent with the fair value methodology to account for Premium Awards for financial reporting purposes in accordance with U.S. GAAP. For 2025, 2024, 2023, 2022 and 2021, the table reflects performance share Premium Awards granted in 2023, 2022, 2021, 2020 and 2019, respectively.
Pay Versus Performance Table
| | 2026 Proxy Statement | 100 |
Pay Versus Performance Table
For the other NEOs, the following are the amounts deducted from and added to the Summary Compensation Table amount to derive the “average compensation actually paid” as determined in accordance with SEC regulations:
Pay Versus Performance Table
| Year | Summary Compensation Table total | Stock and option awards granted during year and included in the Summary Compensation Table | Year-end fair value of stock and option awards granted during year and included in the Summary Compensation Table | Change in fair value of stock and option awards granted in any prior year remaining unvested as of year-end | Change in fair value as of the vesting date of stock and option awards granted in any prior year | Year-end fair value of Premium Award shares at the end of three-year performance period(1) | Total | | 2025 | $9,338,482 | $(5,143,880) | $5,542,159 | $1,373,613 | $(295,695) | $5,051,038 | $15,865,717 | | 2024 | $8,989,215 | $(4,722,436) | $5,150,896 | $2,070,807 | $1,274,426 | $2,686,661 | $15,449,569 | | 2023 | $7,867,777 | $(3,829,366) | $4,169,896 | $95,118 | $(494,626) | $1,644,466 | $9,453,265 | | 2022 | $8,148,565 | $(4,134,431) | $5,183,762 | $1,497,256 | $459,212 | $1,300,382 | $12,454,746 | | 2021 | $7,014,834 | $(3,592,519) | $4,424,191 | $1,545,637 | $357,278 | $1,210,662 | $10,960,083 |
Pay Versus Performance Table
(1) Reflects year-end fair value of performance share Premium Awards at the end of the three-year performance period based on the probable outcome of satisfaction of performance criteria consistent with the fair value methodology to account for Premium Awards for financial reporting purposes in accordance with U.S. GAAP. For 2025, 2024, 2023, 2022 and 2021, the table reflects performance share Premium Awards granted in 2023, 2022, 2021, 2020 and 2019, respectively. (d) For purposes of calculating cumulative total shareholder return (TSR) of the Company and peer group, (i) 2025 TSR is based on 2021-2025 results; (ii) 2024 TSR is based on 2021-2024 results; (iii) 2023 TSR is based on 2021-2023 results; (iv) 2022 TSR is based on 2021-2022 results; and (v) 2021 TSR is based on 2021 results. The peer group used in this table is the Company’s Financial Performance Peer Group for TSR comparative purposes described elsewhere in this proxy statement. These companies for each period presented are The Allstate Corporation, American International Group, Inc., CNA Financial Corporation, The Hartford Financial Services Group, Inc., The Travelers Companies, Inc. and Zurich Insurance Group. The TSR of each company in the peer group has been weighted according to its respective stock market capitalization at the beginning of each period for which a TSR is provided. Calculations for both the Company and peer group include reinvested dividends.

DEF 14A of Chubb Ltd

Compensation Profile

3. Evaluate Performance vs. Goals

Executive Compensation, Good Governance and Risk Management

Our Director Nominating Process and Criteria for Board Membership

Our Director Nominating Process and Criteria for Board Membership

Our Director Nominating Process and Criteria for Board Membership

Our Director Nominating Process and Criteria for Board Membership

Our Director Nominating Process and Criteria for Board Membership

Our Director Nominating Process and Criteria for Board Membership

Our Director Nominating Process and Criteria for Board Membership

Our Director Nominating Process and Criteria for Board Membership

Our Director Nominating Process and Criteria for Board Membership

Our Director Nominating Process and Criteria for Board Membership

Our Director Nominating Process and Criteria for Board Membership

Our Director Nominating Process and Criteria for Board Membership

Our Director Nominating Process and Criteria for Board Membership

Our Director Nominating Process and Criteria for Board Membership

Our Director Nominating Process and Criteria for Board Membership

Our Director Nominating Process and Criteria for Board Membership

Our Director Nominating Process and Criteria for Board Membership

Our Director Nominating Process and Criteria for Board Membership

Our Director Nominating Process and Criteria for Board Membership

Our Director Nominating Process and Criteria for Board Membership

Our Director Nominating Process and Criteria for Board Membership

Our Director Nominating Process and Criteria for Board Membership

Our Director Nominating Process and Criteria for Board Membership

Our Director Nominating Process and Criteria for Board Membership

Our Director Nominating Process and Criteria for Board Membership

Our Director Nominating Process and Criteria for Board Membership

Our Director Nominating Process and Criteria for Board Membership

Our Director Nominating Process and Criteria for Board Membership

Our Director Nominating Process and Criteria for Board Membership

Our Director Nominating Process and Criteria for Board Membership

What Happens If Shareholders Do Not Approve the Nominees in this Proposal?

What Happens If Shareholders Do Not Approve the Nominees in this Proposal?

What Happens If Shareholders Do Not Approve the Nominees in this Proposal?

What Happens If Shareholders Do Not Approve the Nominees in this Proposal?

What Happens If Shareholders Do Not Approve the Nominees in this Proposal?

What Happens If Shareholders Do Not Approve This Proposal?

What Happens If Shareholders Do Not Approve This Proposal?

Summary of Awards Granted and Shares Remaining Available under the Current LTIP

Summary of Awards Granted and Shares Remaining Available under the Current LTIP

Summary of Awards Granted and Shares Remaining Available under the Current LTIP

Purpose of the Amended LTIP

General Terms of the Amended LTIP

General Terms of the Amended LTIP

General Terms of the Amended LTIP

Options

Full Value Awards

Cash Incentive Awards

Cash Incentive Awards

Cash Incentive Awards

Change in Control

United States Income Tax Considerations

Authorized Securities under Equity Compensation Plans

Authorized Securities under Equity Compensation Plans

Authorized Securities under Equity Compensation Plans

What Happens If Shareholders Do Not Approve This Proposal?

Maximum Aggregate Compensation Dependent Upon Company and Individual Performance

Our Compensation Program

Board Tenure in Years (Director Nominees)

Director Commitments and Responsibilities

Annual Board and Committee Evaluations

Determination of Board Leadership Structure

Determination of Board Leadership Structure

Determination of Board Leadership Structure

Independent Lead Director — Role and Responsibilities

Independent Lead Director — Role and Responsibilities

Independent Lead Director — Role and Responsibilities

Independent Lead Director — Role and Responsibilities

Independent Lead Director — Role and Responsibilities

Independent Lead Director — Role and Responsibilities

Independent Lead Director — Role and Responsibilities

Independent Lead Director — Role and Responsibilities

Independent Lead Director — Role and Responsibilities

Independent Lead Director — Role and Responsibilities

Independent Lead Director — Role and Responsibilities

Independent Lead Director — Role and Responsibilities

Independent Lead Director — Role and Responsibilities