Chubb Ltd PRE 14A, filed Mar 23, 2021

Chubb Ltd (CB)

PRE 14A 2021-03-23 For: 2021-05-20

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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, 2020					13
	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)					14
	Agenda Item 3: Discharge of the Board of Directors					17
	Agenda Item 4: Election of Auditors					18
	Agenda Item 5: Election of the Board of Directors					21
	Agenda Item 6: Election of the Chairman of the Board of Directors					29
	Agenda Item 7: Election of the Compensation Committee of the Board of Directors					31
	Agenda Item 8: Election of Homburger AG as Independent Proxy					32
	Agenda Item 9: Approval of the Chubb Limited 2016 Long-Term Incentive Plan, as Amended and Restated					33
	Agenda Item 10: Reduction of Share Capital					41
	Agenda Item 11: Approval of the Maximum Compensation of the Board of Directors and Executive Management					43
	Agenda Item 12: Advisory Vote to Approve Executive Compensation under U.S. Securities Law Requirements					49
	Agenda Item 13: Shareholder Proposal Regarding a Report on Law Enforcement Liability Insurance					51

	Corporate Governance					55
	Overview					55
	Our Corporate Governance Framework					56
	Governance Practices and Policies that Guide Our Actions					58
	Citizenship at Chubb					60
	The Board of Directors					62
	Board Leadership Structure					65
	The Committees of the Board					66
	Board Oversight of Our Independent Advisors					68
	Board Oversight of Risk and Risk Management					69
	What Is Our Related Party Transactions Approval Policy and What Procedures Do We Use To Implement It?					70
	What Related Party Transactions Do We Have?					71
	Director Compensation					73
	Information About Our Share Ownership					76
	How Many Shares Do Our Directors, Nominees and SEC Executive Officers Own?					76
	Which Shareholders Own More Than 5% of Our Shares?					77
	Compensation Committee Report					78
	Executive Compensation					79
	Compensation Discussion & Analysis					79
	CD&A Table of Contents					79
	Executive Summary					80
	The Relationship of Compensation to Risk					91
	Summary Compensation Table					106
	Employment Arrangements					107
	Employee Stock Purchase Plan					108
	Indemnification Agreements					108
	Grants of Plan-Based Awards					109
	Outstanding Equity Awards at Fiscal Year End					110
	Option Exercises and Stock Vested					112
	Pension Benefits					113
	Nonqualified Deferred Compensation					114
	Potential Payments upon Termination or Change in Control					116
	Median Employee Pay Ratio					120
	Audit Committee Report					121
	Information About the Annual General Meeting and Voting					124
	Shareholder Submitted Agenda Items for an Annual General Meeting					130
	Non-GAAP Financial Measures					131
	Annex A — Chubb Limited 2016 Long-Term Incentive Plan, as Amended and Restated, as Proposed in Agenda Item 9					A-1

Meeting Agenda		Board Vote Recommendation	Page Reference
1 Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2020		For	13
2 Allocation of disposable profit and distribution of a dividend from reserves
	2.1 Allocation of disposable profit	For	14
	2.2 Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve)	For	15
3 Discharge of the Board of Directors		For	17
4 Election of Auditors
	4.1 Election of PricewaterhouseCoopers AG (Zurich) as our statutory auditor	For	18
	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	18
	4.3 Election of BDO AG (Zurich) as special audit firm	For	20
5 Election of the Board of Directors		For each nominee	21
6 Election of the Chairman of the Board of Directors		For	29
7 Election of the Compensation Committee of the Board of Directors		For each nominee	31
8 Election of Homburger AG as independent proxy		For	32
9 Approval of the Chubb Limited 2016 Long-Term Incentive Plan, as amended and restated		For	33
10 Reduction of share capital		For	41
11 Approval of the maximum compensation of the Board of Directors and Executive Management
	11.1 Compensation of the Board of Directors until the next annual general meeting	For	43
	11.2 Compensation of Executive Management for the next calendar year	For	45
12 Advisory vote to approve executive compensation under U.S. securities law requirements		For	49
13 Shareholder proposal regarding a report on law enforcement liability insurance		Against	51

	Annual Cash Incentive	Long-Term/Equity Incentive
CEO	0–5X base salary	0–10X base salary
Other NEOs	0–3X base salary	0–5X base salary

	Financial Performance Peer Group				Compensation Benchmarking Peer Group
	• The Allstate Corporation • American International Group, Inc. • CNA Financial Corporation • The Hartford Financial Services Group, Inc. • The Travelers Companies, Inc. • Zurich Financial Services Group				• The Allstate Corporation • American Express Company • American International Group, Inc. • Aon plc • Bank of America Corporation • The Bank of New York Mellon • BlackRock, Inc. • Cigna Corp.			• Citigroup Inc. • The Goldman Sachs Group, Inc. • Marsh & McLennan Companies, Inc. • MetLife, Inc. • Morgan Stanley • Prudential Financial, Inc. • The Travelers Companies, Inc.


	Notice of Internet availability of proxy materials: Shareholders of record are being mailed, on or around April 7, 2021, 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. Due to the coronavirus (COVID-19) pandemic and in accordance with COVID-19 regulations issued by the Swiss government, in-person attendance at the Annual General Meeting by shareholders is not permitted, and shareholders may only exercise their voting rights by providing proxy voting instructions in advance of the Annual General Meeting. See “Information About the Annual General Meeting and Voting” in this proxy statement for further information, including how to vote your shares. By Order of the Board of Directors, Joseph F. Wayland Executive Vice President, General Counsel and Secretary April , 2021 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. See the inside back cover of this proxy statement for additional information.

Tangible book value per share growth	12.2%	Tangible book value per share performance substantially exceeded plan and was just below the median of our peer group.
P&C combined ratio	96.1%	P&C combined ratio performance was below plan and prior year due to the impact of COVID-19 and other catastrophe losses and reserve adjustments, but performance was still above the median of our peers. Current accident year P&C combined ratio excluding catastrophe losses was 86.7%, improving upon both plan and prior year.
Core operating return on equity	6.2%	Core operating ROE was below plan, prior year and peer group median due to the impact of COVID-19 and other catastrophe losses.
Core operating income	$3.3B	Core operating income was below plan, prior year and peer group median due to COVID-19 and other catastrophe losses and the impact of COVID-19 reserving in the second quarter of 2020, which represents the Company’s best estimate of ultimate insurance losses resulting directly from the pandemic and consequent economic crises.

Total shareholder return	1.4% 1-year 4.1% 3-year	Our strong 1-year and 3-year annualized TSR were each top quartile compared to peers. Our cumulative 3-year TSR was 12.7%.

Name and Principal Position	Salary	Bonus	Stock Awards	Option Awards	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation	Total
Evan G. Greenberg Chairman and Chief Executive Officer	$1,400,000	$5,700,000	$10,125,070	$1,917,286	—	$1,185,811	$20,328,167
Philip V. Bancroft Chief Financial Officer	$865,000	$1,342,400	$1,811,377	$342,996	—	$650,342	$5,012,115
John W. Keogh President and Chief Operating Officer	$1,032,692	$2,460,400	$3,900,158	$738,503	—	$496,027	$8,627,780
Paul J. Krump Vice Chairman, Global Underwriting and Claims	$895,385	$1,567,500	$2,137,566	$404,760	$1,034,364	$399,314	$6,438,889
John J. Lupica Vice Chairman; President, North America Insurance	$895,385	$2,219,700	$2,647,640	$501,340	—	$458,315	$6,722,380

	What We Do				What We Don’t Do
	• Substantial equity component to align pay with performance • Performance share awards subject to 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 • Significant amount of at-risk pay (93% for CEO, 85% for other NEOs) • Significant mandatory share ownership requirements (CEO 7X base salary; other NEOs 4X base salary) • Independent compensation consultants at every Compensation Committee meeting • Double trigger change in control payout • Detailed individual performance criteria • Clawback of all incentive compensation (cash bonus and equity, vested and unvested) in certain circumstances • Peer groups reevaluated 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 repricing or exchange of underwater stock options • No options backdating • No special tax gross ups • No new pledging of Chubb shares owned by executive officers or directors • No excessive perquisites for executives • No multi-year guaranteed bonuses • No disproportionate supplemental pensions • No annual pro-rata vesting of performance share awards or second chance “look back” vesting

				(in millions of Swiss francs)
	Balance brought forward			8,486
	Profit for the year			2,421
	Cancellation of treasury shares			(280)
	Attribution to reserve for treasury shares			301
	Balance carried forward			10,928

	2020	2019
Audit fees1	$25,048,000	$26,163,000
Audit-related fees2	872,000	382,000
Tax fees3	2,269,000	1,856,000
All other fees4	257,000	333,000
Total	$28,446,000	$28,734,000

Our Director Nominating Process	Board Composition Criteria
The Nominating & Governance Committee regularly reviews the current composition of the Board, including diversity, tenure, skills and qualifications. Based on their assessment, the Committee recommends director nominees to the Board.	Directors must demonstrate the highest personal and professional integrity and commitment to ethical and moral conduct, and must respect and reflect Chubb values and culture. Directors should also be able and prepared to provide wise and thoughtful counsel to management on strategy and the full range of potential issues facing the Company. They should represent all shareholders and not any special interest group or constituency. They also must have the time necessary to fully meet their duty of care to the shareholders and be willing to commit to service over the long term, if called upon. Our Nominating & Governance Committee considers a variety of skills, qualifications and experiences in evaluating collective Board composition and assessing individual directors and director nominees, some of which are noted below. In addition, the Board values other important factors such as professional reputation, diversity and collegiality.
	Skills, Qualifications and Experiences Criteria
	• Corporate Strategy • CEO Experience or Similar • Digital/Technology/IT • Financial Literacy/Accounting • Financial Services Industry • Governance/Compliance (including ESG matters)	• Government/Regulatory/Public Policy • Insurance and Reinsurance Industry • International Business • M&A/Business Development
	The above is not an exhaustive list. 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, governance, regulatory and other considerations.

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)	11,478,183	$125.09(3)	8,978,256
Equity compensation plans not approved by security holders(2)	29,099

Artikel 3 Aktienkapital			Article 3 Share Capital
a) Das Aktienkapital der Gesellschaft beträgt CHF 11’447’609’903.10 und ist eingeteilt in 474’021’114 auf den Namen lautende Aktien im Nennwert von CHF 24.15 je Aktie. Das Aktienkapital ist vollständig liberiert.			a) The share capital of the Company amounts to CHF 11,447,609,903.10 and is divided into 474,021,114 registered shares with a nominal value of CHF 24.15 per share. The share capital is fully paid-in.
[b) bleibt unverändert.]			[b) remains unchanged.]

	For which period does the Board compensation approval apply?			The approval applies to compensation for the period from the 2021 annual general meeting until the end of the 2022 annual general meeting.
	What does the maximum aggregate compensation amount include?			The maximum includes a lump sum amount for all potential compensation elements for the period, including: • Annual retainers • Committee chair fees • Equity awards • Meeting fees

	Where can I find more information about director compensation?			A description of director compensation and the amounts of compensation paid to directors in 2020 can be found in the “Director Compensation” section beginning on page 73 of this proxy statement. Under Swiss law, we also publish an audited annual compensation report, the Swiss Compensation Report, which is included within our Annual Report. These documents are available to shareholders in their proxy materials.
	Who determines the actual compensation for each individual Board member?			The Board, upon recommendation of the Nominating & Governance Committee, determines the actual individual compensation of each member of the Board, subject to the maximum aggregate compensation amount ratified by the shareholders.

Compensation For Calendar Year	Amount Approved	Total Compensation Paid	% of Approved Amount
2016	$49 million	$43 million*	88%
2017	$44 million	$35.5 million	81%
2018	$41 million	$35.9 million	88%
2019	$43 million	$39 million	91%
2020	$43 million	$39 million	91%
2021	Shareholders approved $46 million in aggregate compensation

For which period does Executive Management compensation approval apply?	The approval applies to compensation for the next calendar year (2022), including variable compensation that may be paid or granted in 2023 based upon satisfaction of 2022 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 incentive awards – Retirement contributions – Additional personal benefits including limited perquisites
How is future compensation for 2022 valued for purposes of this requested approval?	The proposed maximum aggregate compensation amount for Executive Management will establish a cap on Executive Management compensation for 2022. 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: • stock options: the applicable Black-Scholes value at the date of grant • time-based restricted stock grants: 100% of the market value of the subject shares as of the date of grant • performance share awards: 100% of the market value of the target share component of the award

	How is future compensation for 2022 valued for purposes of this requested approval? (continued)			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 shares 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 awards or no value at all should awards fail to meet performance hurdles. Amounts realized will only exceed the fair value on the date of grant if premium award shares subject to the awards actually vest (in the case of performance share awards) or if the share price on the date of exercise (net of exercise price, in the case of stock options) exceeds the share price at the time of grant. 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 shares 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 share awards granted in 2020 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 incentive plans. The actual aggregate amount of compensation paid to the individual members of Executive Management may be lower than the maximum aggregate compensation amount for which the Board is seeking ratification. This is because the maximum aggregate compensation amount is calculated based on the assumption that all performance and other measures of applicable bonus and equity-based compensation plans are met or substantially exceeded.

	Board Independence			• The Board has determined that 13 out of 14 of our current directors (and 12 out of 13 of our director nominees) are independent under NYSE regulations and our Categorical Standards for Director Independence. • Our CEO is the only non-independent director.
	Board Composition			• Under Swiss law, only our shareholders can elect directors and determine Board size. Our Board may not appoint directors to fill vacancies. • Our Nominating & Governance Committee regularly reviews Board composition and the skills, qualifications, experience and other attributes of Board members, both individually and collectively, including consideration of tenure and diversity factors. • 50% of our current directors have served on the Board for 7 years or less, and one new nominee is proposed for election. • Individuals may not be nominated or re-nominated to the Board after they reach 75 years of age; this prohibition may be waived from time to time as deemed advisable by the Board. • 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).
	Board Committees			• 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).
	Leadership Structure			• Our Chairman is CEO of our Company. He interacts closely with our independent Lead Director, who is appointed by the other independent directors. A new Lead Director was appointed in 2020. • Our Lead Director ensures an appropriate level of Board independence in deliberations and overall governance, and chairs executive sessions of the independent directors to discuss certain matters without management present. These executive sessions take place at least every regular Board meeting. • Lead Director’s responsibilities also include the ability to convene Board meetings and establish the Board agenda (with the Chairman).
	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. • Our Board oversees management as it fulfills its responsibilities for the assessment and mitigation of risks and for taking appropriate risks. • During 2020, our Board communicated regularly with management and received updates both during and outside the regular meeting cycle regarding COVID-19 and the Company’s business and operational responses.
	Open Communication			• We encourage open communication and strong working relationships among the Lead Director, Chairman and other directors. • Our 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 email 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 include relevant members of management and at times members of our Board, including our Lead Director and Compensation Committee Chair.
	Accountability to Shareholders			• Shareholders annually elect our Chairman, all directors (by majority vote) 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. • Shareholders annually approve in binding votes the maximum compensation of our directors and Swiss Executive Management.
	Succession Planning/ Talent Management			• Our Board actively monitors our succession planning and management development. • Chairman and CEO succession plans under various scenarios are discussed and reviewed annually. • Human capital management is a full Board topic. Senior management provides our Board with regular updates on employee engagement, diversity and retention matters. We are focused on, and our leaders are accountable for, improving gender balance and multicultural representation at the officer level and in talent development and acquisition.

	Skills, Qualifications and Experiences Criteria
	• Corporate Strategy • CEO Experience or Similar • Digital/Technology/IT • Financial Literacy/Accounting • Financial Services Industry • Governance/Compliance (including ESG matters)			• Government/Regulatory/ Public Policy • Insurance and Reinsurance Industry • International Business • M&A/Business Development

Committee	Role & Responsibilities	Independence	Meetings Held 2020
Audit Committee Chair: Robert W. Scully Members: James I. Cash Robert J. Hugin Theodore E. Shasta David H. Sidwell	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 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	Fifteen meetings and one in-depth session covering various matters further described in the Audit Committee Report beginning on page 121
Nominating & Governance Committee Chair: Mary Cirillo Members: Michael P. Connors John A. Edwardson	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 review and make recommendations to the full Board regarding director compensation, examine and approve the Board’s committee structure and committee assignments, and advise the Board on matters of organizational and corporate governance, including our Citizenship (ESG) activities and related policies. In addition to general corporate governance matters, the Nominating & Governance Committee approves the Board calendar and assists the Board and the Board 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			2020 Compensation
	Standard Compensation Per year of service from May annual general meeting to the next May annual general meeting			$305,000 – $180,000 in restricted stock awards based on the fair market value of the Company’s Common Shares at the date of award – $125,000 in cash, paid quarterly
	Committee Chair Fees			Audit Committee $35,000 Compensation Committee $25,000 Nominating & Governance Committee $20,000 Risk & Finance Committee $25,000 Paid in quarterly installments
	Lead Director Annual Fee			$50,000 Paid in quarterly installments
	Additional Board Meeting Fees			No fees were paid in 2020 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	$125,000	$180,000	$137,343	$442,343
Sheila P. Burke	$125,000	$180,000	$42,431	$347,431
James I. Cash	$125,000	$180,000	$50,290	$355,290
Mary Cirillo3	—	$325,000	$65,320	$390,320
Michael P. Connors	$187,500	$180,000	—	$367,500
John A. Edwardson4	—	$305,000	$40,000	$345,000
Robert M. Hernandez5	$43,750	$67,500	$106,445	$217,695
Robert J. Hugin4	—	$190,625	$20,000	$210,625
Kimberly A. Ross5	$31,250	$67,500	$8,500	$107,250
Robert W. Scully6	—	$340,000	$40,000	$380,000
Eugene B. Shanks, Jr.	$125,000	$180,000	$40,000	$345,000
Theodore E. Shasta	$125,000	$180,000	$28,268	$333,268
David H. Sidwell	$125,000	$180,000	$20,000	$325,000
Olivier Steimer	$148,750	$180,000	$50,979	$379,729
Frances F. Townsend	$93,750	$112,500	$3,500	$209,750

Name of Beneficial Owner	Common Shares Beneficially Owned	Common Shares Subject to Options1	Restricted Common Shares2
Evan G. Greenberg3 4 10 11	769,323	819,566	210,039
Philip V. Bancroft4 10 11	201,819	109,668	30,285
John W. Keogh3 10	171,285	221,635	82,928
Paul J. Krump 10 11 12	41,010	33,822	37,078
John J. Lupica3 10	139,842	174,005	59,598
Michael G. Atieh5 6 7	18,951	—	1,721
Sheila P. Burke13 14	3,954	—	1,721
James I. Cash13 14	3,756	—	1,721
Mary Cirillo6	23,740	—	3,107
Michael P. Connors	12,989	—	1,721
John A. Edwardson	10,014	—	2,916
Robert J. Hugin8	10,335	—	2,916
Robert W. Scully9	40,364	—	3,251
Eugene B. Shanks, Jr.	10,079	—	1,721
Theodore E. Shasta	14,017	—	1,721
David H. Sidwell	9,860	—	1,721
Olivier Steimer6	17,649	—	1,721
Luis Téllez	—	—	—
Frances F. Townsend	—	—	1,721
All directors, director nominees and SEC executive officers as a group (23 individuals)	1,845,544	1,643,453	545,123

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned	Percent of Class
The Vanguard Group1 100 Vanguard Blvd. Malvern, Pennsylvania 19355	35,934,796	7.96%
BlackRock, Inc.2 55 East 52nd Street New York, New York 10055	29,455,172	6.5%
Wellington Management Group LLP3 c/o Wellington Management Company LLP 280 Congress Street Boston, Massachusetts 02210	27,670,712	6.13%
T. Rowe Price Associates, Inc. 4 100 E. Pratt Street Baltimore, Maryland 21202	23,852,906	5.2%
Capital International Investors5 333 South Hope Street, 55th Fl Los Angeles, CA 90071	23,360,900	5.2%

	Executive Summary					80
	Compensation Program Overview					86
	Our Compensation Philosophy					86
	What We Reward: Individual and Company Performance Criteria					87
	Components of Total Direct Compensation					88
	Compensation Practices and Policies					89
	The Relationship of Compensation to Risk					91
	How We Use Peer Group Data in Determining Compensation					93
	How We Determine Total Direct Compensation Pay Mix					94
	Elements of Total Direct Compensation					94
	Equity Compensation					95
	Stock Option, Performance Share and Restricted Stock Grants: Timing and Pricing					98
	How We Determine and Approve NEO Compensation					99
	2020 NEO Total Direct Compensation and Performance Summary					101
	Executive Compensation Tables					106


				Evan G. Greenberg Chairman and Chief Executive Officer
				Philip V. Bancroft Chief Financial Officer
				John W. Keogh President and Chief Operating Officer
				Paul J. Krump Vice Chairman, Global Underwriting and Claims
				John J. Lupica Vice Chairman; President, North America Insurance

	Annual Cash Incentive	Long-Term/Equity Incentive
CEO	0-5X base salary	0-10X base salary
Other NEOs	0-3X base salary	0-5X base salary

Tangible book value per share growth	12.2%	Tangible book value per share performance substantially exceeded plan and was just below the median of our peer group.
P&C combined ratio	96.1%	P&C combined ratio performance was below plan and prior year due to the impact of COVID-19 and other catastrophe losses and reserve adjustments, but performance was still above the median of our peers. Current accident year P&C combined ratio excluding catastrophe losses was 86.7%, improving upon both plan and prior year.
Core operating return on equity	6.2%	Core operating ROE was below plan, prior year and peer group median due to the impact of COVID-19 and other catastrophe losses.
Core operating income	$3.3B	Core operating income was below plan, prior year and peer group median due to COVID-19 and other catastrophe losses and the impact of COVID-19 reserving in the second quarter of 2020, which represents the Company’s best estimate of ultimate insurance losses resulting directly from the pandemic and consequent economic crises.

Total shareholder return	1.4% 1-year 4.1% 3-year	Our strong 1-year and 3-year annualized TSR were each top quartile compared to peers. Our cumulative 3-year TSR was 12.7%.

	Type of Award			Vesting Period
	Performance Shares			Cliff vest at end of 3-year performance period (subject to satisfaction of established performance criteria)
	Restricted Stock (time-based)			Evenly over a 4-year period from date of grant
	Stock Options			Evenly over a 3-year period from date of grant (10-year exercise period)

	Philip V. Bancroft Chief Financial Officer
	Corporate Units under his management:
	• Accounting & Financial Reporting			• Actuarial
	• Investment Management			• Tax and Treasury
	2020 Performance Criteria Mr. Bancroft’s compensation was based on overall Company performance, against both financial and strategic objectives, and his individual performance as the Company’s CFO, which was evaluated in terms of his execution of a wide and complex set of financially-oriented objectives related to the balance sheet and income statement. Consideration was also given to competitive market data. Compensation Committee Decisions • Base salary was unchanged • Annual cash bonus was reduced 8.1% • Long-term incentive equity award was reduced 10% • 2020 total direct compensation was reduced 7.2%

	John W. Keogh President and Chief Operating Officer
	Corporate Units under his management:
	• Overseas General P&C businesses • Chubb Global Markets • North American P&C businesses
	2020 Performance Criteria Mr. Keogh’s compensation was based on overall Company performance, against both financial and strategic objectives, and his strategic leadership of Chubb’s general insurance business units as well as the product, underwriting, claims and support functions globally. Consideration was also given to competitive market data. Compensation Committee Decisions • Base salary was unchanged • Annual cash bonus was reduced 12.2% • Long-term incentive equity award was unchanged • 2020 total direct compensation was reduced 3.2%

	Paul J. Krump Vice Chairman, Global Underwriting and Claims
	Corporate Units under his management:
	• Global Claims			• Corporate Underwriting
	• Global Underwriting			• Risk Engineering Services
	2020 Performance Criteria Mr. Krump’s compensation was based on overall Company performance, against both financial and strategic objectives, the performance of the operating units under Mr. Krump’s direct management, which for 2020 included Global Claims, Global and Corporate Underwriting and Risk Engineering Services (and for a portion of the year, North America Personal Risk Services and Commercial Insurance), as well as his individual performance. Consideration was also given to competitive market data. Compensation Committee Decisions • Base salary was unchanged • Annual cash bonus was reduced 17.5% • Long-term incentive equity award was unchanged • 2020 total direct compensation was reduced 5.6%