Chubb Ltd PRE 14A, filed Mar 21, 2025

Chubb Ltd (CB)

PRE 14A 2025-03-21 For: 2025-05-15

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Added on October 21, 2026

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	Proxy Summary					2
	Agenda Item 1: Approval of the Management Report, Standalone Financial Statements and Consolidated Financial Statements of Chubb Limited for the Year Ended December 31, 2024					11
	Agenda Item 2: Allocation of Disposable Profit and Distribution of a Dividend Out of Legal Reserves (by Way of Release and Allocation to a Dividend Reserve)					12
	Agenda Item 3: Discharge of the Board of Directors					15
	Agenda Item 4: Election of Auditors					16
	Agenda Item 5: Election of the Board of Directors					19
	Agenda Item 6: Election of the Chairman of the Board of Directors					28
	Agenda Item 7: Election of the Compensation Committee of the Board of Directors					30
	Agenda Item 8: Election of Homburger AG as Independent Proxy					31
	Agenda Item 9: Renewal of a Capital Band for Authorized Share Capital Increases and Reductions					32
	Agenda Item 10: Approval of the Compensation of the Board of Directors and Executive Management under Swiss Law Requirements					35
	Agenda Item 11: Advisory Vote to Approve Executive Compensation under U.S. Securities Law Requirements					41
	Agenda Item 12: Approval of the Sustainability Report of Chubb Limited for the Year Ended December 31, 2024					43
	Agenda Item 13: Shareholder Proposal on Scope 3 Greenhouse Gas Emissions Reporting					45

	Corporate Governance					50
	Overview					50
	Our Corporate Governance Framework					51
	Governance Practices and Policies that Guide Our Actions					53
	Shareholder Engagement					54
	Climate Change: Governance, Strategy and Engagement					55
	The Board of Directors					57
	Board Leadership Structure					59
	The Committees of the Board					61
	Board Oversight of Our Independent Advisors					63
	Board Oversight of Risk and Risk Management					63
	Related Party Transactions					66
	Delinquent Section 16(a) Reports					68
	Director Compensation					69
	Information About Our Share Ownership					72
	How Many Shares Do Our Directors, Nominees and SEC Executive Officers Own?					72
	Which Shareholders Own More Than 5% of Our Shares?					73
	Compensation Committee Report					74
	Executive Compensation					75
	Compensation Discussion & Analysis					75
	CD&A Table of Contents					75
	Executive Summary					76
	The Relationship of Compensation to Risk					84
	Summary Compensation Table					97
	Employment Arrangements					98
	Employee Stock Purchase Plan					99
	Indemnification Agreements					99
	Grants of Plan-Based Awards					100
	Outstanding Equity Awards at Fiscal Year End					101
	Option Exercises and Stock Vested					102
	Nonqualified Deferred Compensation					103
	Potential Payments upon Termination or Change in Control					104
	U.S. SEC Pay Versus Performance Disclosure					108
	Median Employee Pay Ratio					112
	Audit Committee Report					113
	Information About the Annual General Meeting and Voting					116
	Shareholder Submitted Agenda Items for an Annual General Meeting					122
	Forward-Looking Statements and Website References					122
	Non-GAAP Financial Measures					123

Meeting Agenda		Board Vote Recommendation	Page
1 Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2024		For	11
2 Allocation of disposable profit and distribution of a dividend out of legal reserves
	2.1 Allocation of disposable profit	For	12
	2.2 Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve)	For	13
3 Discharge of the Board of Directors		For	15
4 Election of Auditors
	4.1 Election of PricewaterhouseCoopers AG (Zurich) as our statutory auditor	For	16
	4.2 Ratification of appointment of PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting	For	16
	4.3 Election of BDO AG (Zurich) as special audit firm	For	18
5 Election of the Board of Directors		For each nominee	19
6 Election of the Chairman of the Board of Directors		For	28
7 Election of the Compensation Committee of the Board of Directors		For each nominee	30
8 Election of Homburger AG as independent proxy		For	31
9 Renewal of a capital band for authorized share capital increases and reductions		For	32
10 Approval of the compensation of the Board of Directors and Executive Management under Swiss law requirements
	10.1 Maximum compensation of the Board of Directors until the next annual general meeting	For	35
	10.2 Maximum compensation of Executive Management for the 2026 calendar year	For	36
	10.3 Advisory vote to approve the Swiss compensation report	For	39
11 Advisory vote to approve executive compensation under U.S. securities law requirements		For	41
12 Approval of the Sustainability Report of Chubb Limited for the year ended December 31, 2024		For	43
13 Shareholder proposal on Scope 3 greenhouse gas emissions reporting, if properly presented		Against	45

	Board Composition and Independence			• 93% independent nominee slate (all except CEO) • Independent Lead Director with significant and substantive powers and responsibilities • All independent directors on Audit, Compensation, Nominating & Governance and Risk & Finance Committees • Regular executive sessions of independent directors without the Chairman or other management present • Board composition and skills matrix discussed and reviewed at each Nominating & Governance Committee meeting. The Committee carefully considers relevant individual and collective criteria with a variety of complementary skill sets, qualifications, backgrounds and experiences • Meaningful external commitment limitations for all directors; public company CEOs may not sit on more than one public company board (excluding Chubb), and no director may have more than four additional public company board and executive management affiliations • Annual Board and committee self-evaluations • Continuing education and training for all directors
	Board Tenure			• Balance of shorter-, medium- and longer-serving directors. Six of our nominees (43%) have a tenure of 5 years or less
	Board Oversight of Risk			• Active Board and committee oversight of risk and enterprise risk management framework • Our Board oversees management as it fulfills its responsibilities for the assessment and mitigation of risks and for taking appropriate risks
	Shareholder Powers and Company Accountability			• Majority-vote requirement for directors • Annual shareholder vote on Chairman, as well as separate election of directors and election of Compensation Committee. The Board may not appoint directors to fill vacancies • Shareholder ability to call a special meeting • Annual binding votes on the maximum compensation of our directors and Executive Management • Commitment to regular, productive and collaborative shareholder outreach
	Sustainability Governance and Reporting			• Nominating & Governance Committee has Board-delegated oversight for our Corporate Citizenship activities and sustainability policies and initiatives, and other Board committees monitor and review sustainability matters in accordance with their charter responsibilities. Sustainability and climate are also full Board topics • Comprehensive public reporting, including an annual Sustainability Report prepared using the process set forth by the International Sustainability Standards Board
	Succession Planning and Talent Management			• Nominating & Governance Committee considers Board composition regularly, and seeks to identify candidates to serve evolving governance, regulatory and other Company needs • Employee management is a full Board topic. The Board receives regular updates from senior management and actively monitors leadership succession plans and other human resource priorities such as talent retention, leadership development, hiring activity and diversity at the executive level and within the overall workforce • Chairman and CEO succession plans under various scenarios are discussed and reviewed at least annually; discussions occur with CEO as well as in executive sessions of solely independent directors • Long-planned 2024 executive succession management changes for North America, Overseas General, Asia and Technology & Operations demonstrate stable management, deep bench, internal growth and advancement, and focus on an orderly succession process

	2024 Financial Performance Peer Group				2024 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.


	Notice of Internet availability of proxy materials: Shareholders of record are being mailed, on or around April 3, 2025, a Notice of Internet Availability of Proxy Materials providing instructions on how to access the proxy materials and our Annual Report on the Internet, and if they prefer, how to request paper copies of these materials. See “Information About the Annual General Meeting and Voting” in this proxy statement for further information, including how to vote your shares. If you plan to attend the meeting, you must request an admission ticket by May 5, 2025 by following the instructions in this proxy statement. By Order of the Board of Directors, Joseph F. Wayland Executive Vice President, General Counsel and Secretary April , 2025 Zurich, Switzerland			Your vote is important. Please vote as promptly as possible by following the instructions on your Notice of Internet Availability of Proxy Materials. Chubb encourages shareholders to voluntarily elect to receive all proxy materials (including the notice of availability of such materials) electronically, which gives you fast and convenient access to the materials, reduces our impact on the environment and reduces printing and mailing costs. If you are a shareholder of record, visit www.envisionreports.com/CB for instructions. If you are a beneficial owner, visit www.proxyvote.com or contact your bank, broker or other nominee.

	Record operating results			• Record Chubb net income and Chubb net income per share of $9.27 billion and $22.70, up 2.7% and 4.1% from 2023’s record. Excluding one-time deferred tax benefits of $1.14 billion in 2023 and $55 million in 2024 related to the enactment of Bermuda’s income tax law (Bermuda tax benefit), net income and net income per share were up 16.8% and 18.4% from 2023 • Core operating income and core operating income per share were $9.20 billion and $22.51, compared to records of $9.34 billion and $22.54 in 2023. Adjusted for the Bermuda tax benefit, 2024 core operating income and core operating income per share were records, up 11.5% and 13.0% compared to 2023 • Over the past three years core operating income has grown 65%
	World-class P&C underwriting performance and a growing life insurance business			• Industry-leading P&C combined ratio of 86.6%, nearly matching 2023’s record of 86.5%. The current accident year P&C combined ratio excluding catastrophe losses was a record 83.1% compared to 83.9% in 2023 • Consolidated net premiums written of $51.47 billion, up 8.7% from 2023 • Record P&C underwriting income of $5.85 billion, up 7.1% from 2023 • Life Insurance segment income topped $1 billion, with a record $1.10 billion, up 7.3% in constant dollars from 2023

	Record investment performance			• Record pre-tax net investment income and adjusted net investment income of $5.93 billion and $6.38 billion, up 20.1% and 19.3% from 2023
	Strong shareholder returns and value creation			• Book and tangible book value per share increased 8.8% and 14.1%, respectively, for the year. Each were the highest year-end amounts in the Company’s history • Return on equity (ROE) was 15.0%, core operating ROE was 13.9% and core operating return on tangible equity (ROTE) was 21.6% • 1-year and 3-year annualized TSR, which include stock price appreciation plus reinvested dividends, were 23.9% and 14.4%; cumulative three-year TSR was 49.7% • $3.48 billion returned to shareholders through dividends and share repurchases, while continuing to invest in our business for the future

	Execution of business strategy			• Top and bottom-line results demonstrated the broad and diversified nature of the Company and the consistency of contributions from our businesses around the world • Capitalized on market conditions by balancing push for growth and profitability, and maintaining underwriting discipline and excellence in customer and partner service • Added leadership, capabilities and products: executed strategies to grow consumer lines and middle market/small commercial segments • Advanced digitization across the globe according to plan • Reimagined and executed investment strategies in a changing interest rate and investment environment; achieved record investment income
	Advanced long-term growth initiatives			• Continued momentum in international life as business becomes a meaningful contributor to revenue and earnings, particularly as a result of successful integration of acquired Cigna businesses in the Asia-Pacific region and acquiring a controlling ownership interest of Huatai Insurance Group
	Enhancement of digital, data and analytics capabilities			• Expanded data and software engineering capabilities and enhanced data center platforms in line with strategic plan • Significant progress with launch of global data platform and ingestion implementation and use of artificial intelligence
	Culture and talent management			• Successfully completed long-planned executive succession management changes, executing transition plans in North America, Overseas General, Asia and Technology & Operations • Enhanced diversity at the executive level through merit-based hiring and promotions • Strengthened talent pipeline through external hiring of 6,000 and internal promotions of more than 5,000, as well as employee development and skills-based training
	Climate leadership			• Demonstrated industry leadership on climate issues with continued growth of Chubb Climate+ business unit to support energy security (including oil and gas) and companies engaged in developing technologies and processes to lower carbon emissions and promote climate resilience; continued development and implementation of climate underwriting criteria for responsible high-emitting industries; and led industry engagement with investors, climate experts and advocacy groups to advance the insurance industry’s sustainability and resilience initiatives

Core operating income	$9.20B	Core operating income exceeded plan, but was slightly below prior year on a reported basis due to the Bermuda tax benefit. Adjusted for the Bermuda tax benefit, core operating income substantially exceeded prior year by 11.5% and was a record. Core operating income growth was at the 40th percentile of the Financial Performance Peer Group adjusted for the Bermuda tax benefit and last on a reported basis, although our placement was distorted by one of our peers having minimal core operating income in 2023 and more normalized results in 2024.
P&C combined ratio	86.6%	P&C combined ratio relative performance was better than that of every company in the Financial Performance Peer Group (100th percentile). Absolute performance beat plan but was 0.1 point higher than 2023’s record. Our 2024 current accident year P&C combined ratio excluding catastrophe losses was a record 83.1%.
Core operating return on equity (ROE)	13.9%	Core operating ROE results exceeded plan. Results exceeded prior year when adjusted for the Bermuda tax benefit but were below prior year on a reported basis. Relative performance was at the 48th percentile of the Financial Performance Peer Group on both a reported basis and adjusted for the Bermuda tax benefit.
Core operating return on tangible equity (ROTE)	21.6%	Core operating ROTE results exceeded plan. Results were below prior year on a reported basis, and 0.1 point below prior year’s record when adjusted for the Bermuda tax benefit. Relative performance was at the 80th percentile of the Financial Performance Peer Group on both a reported basis and adjusted for the Bermuda tax benefit.
Tangible book value per share growth	14.1%	Tangible book value per share growth relative performance was at the 60th percentile of the Financial Performance Peer Group, and results were below plan and prior year. Tangible book value per share growth exceeded plan and prior year when excluding accumulated other comprehensive income, which eliminates the effect of items that can fluctuate significantly from period to period, primarily based on changes in interest rates and foreign currency movement.

Total shareholder return	23.9% 1-year 14.4% 3-year	Our 1-year and 3-year annualized TSR were at the 20th (5.3 percentage points from median) and 32nd percentiles (2.7 percentage points from median), respectively, of our Financial Performance Peer Group. Our cumulative 3-year TSR was 49.7%.

	What We Do				What We Don’t Do
	• 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 have 3-year cliff vesting and two operating metrics (tangible book value per share growth and P&C combined ratio) that drive long-term shareholder value, with TSR used only as a modifier for premium awards • Significant amount of at-risk pay (95% for CEO, 89% 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 • 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 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

				(in millions of Swiss francs)
	Balance brought forward			20,415
	Profit for the year			3,104
	Cancellation of treasury shares			(2,212)
	Attribution to reserve for treasury shares			375
	Balance carried forward			21,682

	2024	2023
Audit fees1	$35,208,000	$34,531,000
Audit-related fees2	2,226,000	1,478,000
Tax fees3	1,895,000	1,807,000
All other fees4	393,000	465,000
Total	$39,722,000	$38,281,000

	Board Criteria Matrix
	CEO or Similar Leadership Experience			• 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 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

Article 6 Kapitalband			Article 6 Capital Band
a) Der Verwaltungsrat ist ermächtigt, jederzeit bis zum 15. Mai 2026 innerhalb einer Obergrenze von CHF 247’264’452.50, entsprechend 494’528’905 vollständig zu liberierenden Namenaktien mit einem Nennwert von je CHF 0.50 und einer Untergrenze von CHF 164’842’968.50, entsprechend 329’685’937 vollständig zu liberierenden Namenaktien mit einem Nennwert von je CHF 0.50, das Aktienkapital einmal oder mehrere Male zu verändern. b) — e) [bleiben unverändert.]			a) The Board of Directors is authorized any time until May 15, 2026 to change the share capital once or several times within the upper limit of CHF 247,264,452.50, corresponding to 494,528,905 registered shares with a par value of CHF 0.50 each to be fully paid up, and the lower limit of CHF 164,842,968.50, corresponding to 329,685,937 registered shares with a par value of CHF 0.50 each to be fully paid up. b) — e) [remain unchanged.]

For which period does Executive Management compensation approval apply?	The approval applies to compensation for the next calendar year (2026), including variable compensation that may be paid or granted in 2027 based upon satisfaction of 2026 performance objectives.
What does the maximum aggregate compensation amount include?	It includes a lump sum amount for all potential compensation elements for the period, including:
	• Fixed compensation: – Base salary	• Variable compensation, including: – Cash bonus – Long-term equity awards – Retirement contributions – Additional personal benefits including limited perquisites
How is future compensation for 2026 valued for purposes of this requested approval?	To calculate depletion of amounts against the cap, cash payments will be valued at the amount actually paid; the proposed amount does not factor in a discount to present value. In accordance with Article 24(e) of our Articles of Association, equity awards will be valued at the fair value on the date of grant, which may be less than the full market value of the shares subject to particular awards. Fair value for awards will be assessed as follows: • performance-based equity awards (performance shares and performance stock units): 100% of the market value of the target component of the award as of the date of grant • time-based restricted stock awards (restricted stock and restricted stock units): 100% of the market value of the subject shares as of the date of grant • stock options: the applicable Black-Scholes value at the date of grant In all cases, amounts actually realized by Executive Management for their equity awards could be less or more than the fair value at time of grant because the stock price for Chubb shares may increase or decrease between the date of grant and the date the awards actually vest, if they vest, or are exercised.
	In addition to this potential for share price fluctuation, the fair value of stock options is less than 100% of the value of the shares subject to the options because the options have an exercise price equal to the market value on the date of grant. The fair value of performance-based equity awards is less than 100% of the value of the shares subject to the awards on the date of grant because the relevant performance hurdles, for both target awards and premium awards, may not be met. This means that members of Executive Management may realize less than the value of the target or premium awards or no value at all should awards fail to meet performance hurdles.

				In the Summary Compensation Table of this proxy statement and in our Swiss Compensation Report contained in the Annual Report, stock options are valued at a Black-Scholes value, and performance-based equity awards are reflected at 100% of the value of the target award. The Summary Compensation Table also includes in a footnote information about the grant date full (potential) value of performance-based equity awards granted in 2024 to our NEOs.
	Who determines the actual compensation for each individual member of Executive Management?			The Board or the Compensation Committee determines the actual individual compensation of each member of Executive Management, subject to the maximum aggregate compensation amounts ratified by the shareholders and other limitations contained in the Articles of Association and the Company’s bonus and equity plans.

	Why is this agenda item included in this proxy statement?			Swiss corporate law provides that Swiss public companies, such as Chubb, that conduct a binding prospective vote on the maximum compensation of the Board of Directors and Executive Management must additionally provide shareholders with a non-binding advisory retrospective vote on the compensation paid to the Board of Directors and Swiss executives as set forth in the Swiss Compensation Report. While shareholders prospectively approve aggregate compensation for a subsequent period in Agenda Items 10.1 and 10.2, the Swiss Compensation Report describes the actual use of the amounts in the prior calendar year. While we historically have had an advisory say-on-pay vote on the compensation paid to our named executive officers, that vote is required by SEC rules. The vote in this Agenda Item 10.3 is required pursuant to Swiss law. Consequently, both votes are required at the Annual General Meeting.
	What does this ratification cover?			This advisory vote covers the entire Swiss Compensation Report, disclosing aggregate compensation for directors and Executive Management, including the tabular and related narrative disclosures. This ratification covers both director and executive compensation collectively and is not intended to cover just director or Executive Management compensation, or the compensation of any individual director or executive.

	Are there differences between director compensation disclosed in the Swiss Compensation Report and the 2024 Director Compensation table in this proxy statement?			Yes. The differences are that the Swiss Compensation Report (i) includes a Swiss-franc equivalent amount, a year-over-year comparison, and total aggregate director compensation paid for the calendar year (in addition to per director), (ii) values the equity granted to directors in accordance with Swiss statutory reporting, while the 2024 Director Compensation table uses the grant date fair value as required by SEC regulations, and (iii) excludes matching contributions made under our matching charitable contribution program for directors because that is considered director compensation under SEC regulations but is not treated as compensation under applicable Swiss compensation disclosure requirements.
	Are there differences between executive compensation disclosed in the Swiss Compensation Report and this proxy statement, including in the Summary Compensation Table?			Yes. This is due to differences between Swiss and SEC compensation disclosure requirements. First, Swiss and SEC requirements necessitate compensation disclosures for slightly different sets of executives. The Swiss Compensation Report requires disclosure of compensation paid to our Swiss Executive Management, which is a set of executives appointed by the Board based on the applicable provisions of Swiss law and our Organizational Regulations. Our Executive Management is described in Agenda Item 10.2. On the other hand, this proxy statement discloses compensation paid to our named executive officers, which is determined in accordance with SEC rules. In short, while Messrs. Lupica and Ortega are named executive officers, they are not members of Executive Management, and while Mr. Wayland is a member of Executive Management, he is not a named executive officer. Second, in accordance with Swiss rules, the executive compensation table in the Swiss Compensation Report sets out the individual compensation of Mr. Greenberg, our Chairman and CEO, and the aggregate compensation of the other members of Executive Management. SEC disclosures require the individualized compensation disclosure of each named executive officer. Third, the equity awards disclosed in the Swiss Compensation Report table represent grants for performance for that particular year (i.e., the equity awards that were granted in February 2025 for performance in 2024 are included in 2024 compensation). This is consistent with how our Compensation Committee views compensation for 2024 as described in the Compensation Discussion & Analysis; due to SEC requirements, the Summary Compensation Table shows 2024 equity awards granted in 2024, which were intended to serve as compensation for 2023. All other forms and amounts of compensation, including base salary, cash bonus and all other compensation, are consistent between the Swiss Compensation Report and the executive compensation tables in this proxy statement.

	Board Independence			• 12 out of 13 of our current directors (and 13 out of 14 of our nominees) are independent. Our CEO is the only non-independent director. • Five standing Board committees — Audit, Compensation, Nominating & Governance, Risk & Finance and Executive. All committees are composed entirely of independent directors, with the exception of the Executive Committee (our Chairman and CEO serves on the Executive Committee).
	Board Composition			• Under Swiss law, only our shareholders can elect directors. Our Board may not appoint directors. • Our Nominating & Governance Committee regularly reviews Board composition and the skills, qualifications, backgrounds, experience and other attributes of Board members, both individually and collectively. • We have a well-balanced tenure of short-, medium- and longer-serving directors, and consistent refreshment over time. Six of our nominees (43%) have served for 5 years or less, and one new nominee is proposed for election at the Annual General Meeting. • Our Board has an active, continuous process for considering new director candidates, and does not seek directors solely for diversity characteristics or being skilled in just one area, field, topic or region. • Our Corporate Governance Guidelines provide that a director that is a public company chief executive should not sit on more than one public company board (excluding Chubb). Our Articles of Association limit all directors to no more than four additional public company board or executive management affiliations.
	Board Leadership Structure			• Our Chairman is CEO of our Company. Our Board believes he has both the critical skills and experience to best perform both roles at this time. Our Chairman works closely with our independent Lead Director, who is appointed by the other independent directors. • Our Lead Director has significant and substantive powers and responsibilities, many of which are memorialized in the Company’s Organizational Regulations and Corporate Governance Guidelines. Our Lead Director ensures an appropriate level of Board independence in deliberations and overall governance, and chairs and sets the agenda for executive sessions of the independent directors, which take place at least every regular Board meeting, to discuss certain matters without the Chairman or other management present. • Our Lead Director also has the ability to convene Board meetings, establishes the regular Board agenda (with the Chairman), actively engages in the Board’s performance assessment process, and provides input on the design of the Board, including composition and committee structure.
	Risk Oversight			• Our full Board and the Risk & Finance Committee are responsible for risk management oversight, with individual Board committees responsible for overseeing specified risks. See “Board Oversight of Risk and Risk Management” for more details. • Our Board oversees management as it fulfills its responsibilities for the assessment and mitigation of risks and for taking appropriate risks.
	Open Communication			• We encourage open communication and strong working relationships among the Lead Director, Chairman and other directors. • Directors have access to members of management and employees, and our Lead Director and members of our committees regularly communicate with members of management other than the CEO on a variety of topics. • Shareholders and other interested parties can contact our Board, Audit Committee or Lead Director by e-mail or regular mail.

	Shareholder Input			• We conduct a robust annual shareholder outreach program to discuss trends, topics and issues of interest with shareholders and to solicit feedback. We strongly encourage shareholders to set the agenda for engagement discussions. • Chubb participants in meetings with shareholders include relevant members of management and at times members of our Board, including our Lead Director. • Our 2024-2025 engagement program targeted our top 50 shareholders, and also included proxy advisors and the proponent who submitted a proposal for our 2024 and 2025 annual general meetings. • Since 2023 we have sponsored an annual series of climate workshops for top shareholders, regulators, academics, insurers and other stakeholders to discuss how insurers can participate in the global transition to a low-carbon economy and the development of meaningful actions, metrics and disclosures to communicate progress.
	Accountability to Shareholders			• Shareholders annually elect all directors (by majority vote), our Chairman and members of our Compensation Committee. • There is no plurality concept built into our shareholder voting, unless the number of nominees exceeds the maximum number of director positions as set by shareholders in our Articles of Association. That is because shareholders can determine the number of Board positions, and all nominees who receive a majority of votes cast are, by law, elected to the Board. • Under Swiss law, a director cannot remain in office if they do not receive the requisite majority shareholder vote; therefore, a resignation policy for obtaining less than a majority of votes cast is not applicable. • Shareholders annually approve in binding votes the maximum compensation of our directors and Swiss Executive Management.
	Sustainability Governance			• We have a robust sustainability governance structure with regular Board and senior management involvement and oversight. • The Nominating & Governance Committee has Board-delegated oversight for our Corporate Citizenship activities and sustainability policies and initiatives, and other Board committees monitor and review sustainability matters in accordance with their charter responsibilities. Sustainability and climate are also full Board topics.
	Climate Change Governance			• We have implemented an active governance structure to oversee and execute our global environmental program and climate change strategy. At the Board level, our Nominating & Governance Committee is responsible for reviewing sustainability issues including climate change, and our Risk & Finance Committee helps execute the Board’s supervisory responsibilities pertaining to enterprise risk management, which include climate risk. The full Board is also involved in these matters. • Our management-level Executive Committee, which include our Chairman and CEO and most senior executive leaders, are responsible for aligning climate and other Corporate Citizenship activities for consistency with the Company’s culture, values, corporate mission and business objectives. The Executive Committee also has executive management responsibility for the execution of underwriting and portfolio management decisions and responses related to climate change. In addition, management’s Risk and Underwriting Committee, product boards and risk-related committees review risks associated with climate change. • Our Global Climate Officer is responsible for providing oversight of the Company’s day-to-day climate-related activities and strategies, including business and public policy initiatives, as well as reporting.
	Succession Planning and Talent Management			• Our Board actively monitors our management succession planning and talent development. Chairman and CEO succession plans under various scenarios are discussed and reviewed annually; discussions occur with the CEO as well as in executive sessions of solely independent directors. • Employee management is a full Board topic. Senior management provides our Board with regular updates on matters including leadership succession plans, talent development, talent retention, hiring activity and diversity at the executive level and within the overall workforce. • Long-planned 2024 executive succession management changes for North America, Overseas General, Asia and Technology & Operations demonstrate stable management, deep bench, internal growth and advancement, and focus on an orderly succession process.

	Primary Engagement Topics
	• Chubb’s climate-related initiatives, strategies, progress and disclosures, including activities relating to energy security and the transition to a more carbon neutral economy through our Chubb Climate+ business unit and carbon-related underwriting criteria • Corporate governance, including Board composition, leadership structure and diversity • Board oversight of risk and risk management • Executive compensation matters and disclosures generally

	Q1			• Further engagement with shareholders and, if proposals received, shareholder proponents • Nominating & Governance Committee reviews and considers any additional feedback from shareholder outreach and any shareholder proposals • Board considers and approves AGM agenda and provides recommendations on all agenda items
	Q2			• Proxy statement, annual report and sustainability report published • Engagement with shareholders on AGM matters • AGM held. Board and management consider voting results
	Q3			• Evaluate AGM results as well as shareholder feedback, and determine if any follow-up actions are appropriate • Review proxy season feedback and trends, both for Chubb and companies generally • Review and evaluate corporate governance policies and practices

	Board Criteria Matrix
	• CEO or Similar Leadership Experience • Financial Services and Insurance Industry • International Business • Financial Literacy • Technology, IT Security and Cyber Risk			• Public Policy/Government Affairs/Regulation • Marketing and Branding • Corporate Governance • Human Resources

Committee	Role & Responsibilities	Independence	Meetings Held 2024
Audit Committee Chair: Robert W. Scully Members: Nancy K. Buese Nelson J. Chai Theodore E. Shasta	The Audit Committee provides oversight of the integrity of our financial statements and financial reporting process, our compliance with legal and regulatory requirements, our system of internal controls, and our audit process. The Committee’s oversight includes the performance of our internal auditors and the performance, qualification and independence of our independent auditors. If a member of our Audit Committee simultaneously serves on the audit committees of more than three public companies, the Board is required to determine and disclose whether such simultaneous service would impair the ability of such member to effectively serve on our Audit Committee. No member serves on the audit committees of more than three public companies. All members are audit committee financial experts as defined under Item 407(d) of SEC Regulation S-K, and each member meets the financial literacy requirements of the NYSE. For more information on our Audit Committee and its role and responsibilities, see the “Audit Committee Report” section of this proxy statement.	All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board	Fourteen meetings and one in-depth session covering various matters further described in the “Audit Committee Report” section of this proxy statement
Nominating & Governance Committee Chair: David H. Sidwell Members: Michael P. Connors Frances F. Townsend	The responsibilities of the Nominating & Governance Committee include identification of individuals qualified to become Board members, recommending director nominees to the Board and developing and recommending corporate governance guidelines. The Committee also has the responsibility to 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.	All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board	Four meetings

	Pay Component			2024 Compensation
	Standard Compensation Per year of service from May annual general meeting to the next May annual general meeting			$325,000 – $190,000 in restricted stock awards based on the fair market value of the Company’s Common Shares at the date of award – $135,000 in cash, paid in quarterly installments
	Committee Chair Fees			Audit Committee $40,000 Compensation Committee $25,000 Nominating & Governance Committee $25,000 Risk & Finance Committee $35,000 Paid in quarterly installments
	Lead Director Annual Fee			$100,000 Paid in quarterly installments
	Additional Board Meeting Fees			No fees were paid in 2024 for attendance at regular or special Board or Committee meetings.

Name	Fees Earned or Paid in Cash	Stock Awards1	All Other Compensation2	Total
Michael G. Atieh	$135,000	$190,184	$40,000	$365,184
Kathy Bonanno3	$33,750	—	—	$33,750
Nancy K. Buese4	$33,750	$325,008	$40,000	$398,758
Sheila P. Burke	$135,000	$190,184	$14,000	$339,184
Nelson J. Chai	$101,250	$190,184	$30,000	$321,434
Michael P. Connors	$222,500	$190,184	—	$412,684
Michael L. Corbat	$135,000	$190,184	$40,000	$365,184
Robert J. Hugin5	—	$325,008	—	$325,008
Robert W. Scully6	—	$365,005	$40,000	$405,005
Theodore E. Shasta	$135,000	$190,184	$35,000	$360,184
David H. Sidwell7	$140,000	$215,083	$31,002	$386,085
Olivier Steimer	$167,500	$190,184	$33,212	$390,896
Frances F. Townsend	$160,000	$190,184	$21,000	$371,184

Name of Beneficial Owner	Common Shares Beneficially Owned	Common Shares Subject to Options1	Restricted Common Shares2
Evan G. Greenberg3 4 9	758,756	608,513	193,351
Peter C. Enns9	5,576	27,153	23,208
John W. Keogh3 9	168,612	227,161	75,188
John J. Lupica3 9	108,768	166,279	48,388
Juan Luis Ortega9 10	18,935	60,433	14,585
Michael G. Atieh5 6	16,475	—	718
Nancy K. Buese	728	—	1,227
Sheila P. Burke11 12	7,471	—	718
Nelson J. Chai	—	—	718
Michael P. Connors	16,506	—	718
Michael L. Corbat	716	—	718
Fred Hu	—	—	—
Robert J. Hugin7	18,315	—	1,227
Robert W. Scully8	44,243	—	1,378
Theodore E. Shasta	14,272	—	718
David H. Sidwell	13,377	—	812
Olivier Steimer6	22,062	—	718
Frances F. Townsend13	3,870	—	718
All our directors, nominees and executive officers as a group (23 individuals)	1,381,704	1,277,339	419,738

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned	Percent of Class
The Vanguard Group1 100 Vanguard Blvd. Malvern, Pennsylvania 19355	38,930,986	9.7%
BlackRock, Inc.2 50 Hudson Yards New York, New York 10001	29,507,346	7.4%
Berkshire Hathaway Inc./Warren E. Buffet/National Indemnity Company3 3555 Farnam Street Omaha, Nebraska 68131	27,033,784	6.7%

	Executive Summary					76
	Compensation Program Overview					81
	Our Compensation Philosophy					81
	What We Reward: Company and Individual Performance Criteria					81
	Say-on-Pay Voting					82
	Compensation Governance Practices and Policies					82
	The Relationship of Compensation to Risk					84
	How We Use Peer Group and Market Data in Determining Compensation					86
	How We Determine Total Direct Compensation Pay Mix					88
	Components of Total Direct Compensation					88
	Equity Compensation					89
	How We Determine and Approve NEO Compensation					91
	2024 NEO Total Direct Compensation and Performance Summary					92
	Executive Compensation Tables					97


				Evan G. Greenberg Chairman and Chief Executive Officer
				Peter C. Enns Chief Financial Officer
				John W. Keogh President and Chief Operating Officer
				John J. Lupica Vice Chairman; Executive Chairman, North America Insurance
				Juan Luis Ortega President, North America Insurance

	Type of Award			Vesting Period
	PSUs and PSAs (performance-based vesting)			Cliff vest at end of a 3-year performance period if established performance criteria are met
	RSUs and RSAs (time-based vesting)			Evenly over a 4-year period from date of grant
	Stock options (time-based vesting)			Evenly over a 3-year period from date of grant (10-year exercise period)

Name and Title/Business Unit	Salary1	Cash Bonus	Long-Term Equity Award	Total Direct Compensation
Evan G. Greenberg Chairman and Chief Executive Officer	$1,600,000	$9,500,000	$18,850,000	$29,950,000
Peter C. Enns2 Chief Financial Officer	$900,000	$1,893,000	$3,400,000	$6,193,000
John W. Keogh President and Chief Operating Officer	$1,200,000	$3,769,000	$8,750,000	$13,719,000
John J. Lupica Vice Chairman; Executive Chairman, North America Insurance	$975,000	$3,413,000	$5,625,000	$10,013,000
Juan Luis Ortega President, North America Insurance	$881,731	$1,875,000	$2,800,000	$5,556,731

Name and Principal Position	Year	Salary	Bonus	Stock Awards1	Option Awards2	All Other Compensation3	Total
Evan G. Greenberg Chairman and Chief Executive Officer	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
	2022	$1,400,000	$7,700,000	$11,625,143	$3,022,290	$1,404,637	$25,152,070
Peter C. Enns Chief Financial Officer	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
	2022	$880,000	$1,528,000	$1,800,027	$467,971	$252,138	$4,928,136
John W. Keogh President and Chief Operating Officer	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
	2022	$1,088,462	$3,084,000	$5,250,013	$1,364,909	$525,036	$11,312,420
John J. Lupica Vice Chairman; Executive Chairman, North America Insurance	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
	2022	$938,461	$2,814,000	$3,750,123	$974,946	$552,480	$9,030,010
Juan Luis Ortega President, North America Insurance	2024	$881,731	$1,875,000	$1,875,368	$714,045	$618,127	$5,964,271
Juan Luis Ortega President, North America Insurance	2023	$838,462	$1,650,000	$1,713,858	$628,431	$676,099	$5,506,850

	2021 Grant Vested in 2024	2020 Grant Vested in 2023	2019 Grant Vested in 2022
Evan G. Greenberg	$10,568,977	$6,541,216	$6,962,921
Peter C. Enns	$996,479	—	—
John W. Keogh	$4,070,941	$2,217,274	$2,130,732
John J. Lupica	$2,763,758	$1,368,439	$1,723,575
Juan Luis Ortega	$822,188	$465,297	—