Chubb Ltd PRE 14A, filed Mar 22, 2022

Chubb Ltd (CB)

PRE 14A 2022-03-22 For: 2022-05-19

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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, 2021					14
	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)					15
	Agenda Item 3: Discharge of the Board of Directors					18
	Agenda Item 4: Election of Auditors					19
	Agenda Item 5: Election of the Board of Directors					22
	Agenda Item 6: Election of the Chairman of the Board of Directors					30
	Agenda Item 7: Election of the Compensation Committee of the Board of Directors					32
	Agenda Item 8: Election of Homburger AG as Independent Proxy					33
	Agenda Item 9: Amendment to the Articles of Association relating to Authorized Share Capital for General Purposes					34
	Agenda Item 10: Reduction of Share Capital					36
	Agenda Item 11: Approval of the Maximum Compensation of the Board of Directors and Executive Management					38
	Agenda Item 12: Advisory Vote to Approve Executive Compensation under U.S. Securities Law Requirements					44
	Agenda Item 13: Shareholder Proposal Regarding a Policy Restricting Underwriting of New Fossil Fuel Supplies					46
	Agenda Item 14: Shareholder Proposal Regarding a Report on Greenhouse Gas Emissions					49

	Corporate Governance					53
	Overview					53
	Our Corporate Governance Framework					54
	Governance Practices and Policies that Guide Our Actions					56
	Citizenship at Chubb					58
	The Board of Directors					60
	Board Leadership Structure					62
	The Committees of the Board					63
	Board Oversight of Our Independent Advisors					65
	Board Oversight of Risk and Risk Management					66
	What Is Our Related Party Transactions Approval Policy and What Procedures Do We Use To Implement It?					67
	What Related Party Transactions Do We Have?					68
	Delinquent Section 16(a) Reports					70
	Director Compensation					71
	Information About Our Share Ownership					74
	How Many Shares Do Our Directors, Nominees and SEC Executive Officers Own?					74
	Which Shareholders Own More Than 5% of Our Shares?					75
	Compensation Committee Report					76
	Executive Compensation					77
	Compensation Discussion & Analysis					77
	CD&A Table of Contents					77
	Executive Summary					78
	The Relationship of Compensation to Risk					89
	Summary Compensation Table					103
	Employment Arrangements					105
	Employee Stock Purchase Plan					105
	Indemnification Agreements					105
	Grants of Plan-Based Awards					106
	Outstanding Equity Awards at Fiscal Year End					107
	Option Exercises and Stock Vested					109
	Pension Benefits					110
	Nonqualified Deferred Compensation					111
	Potential Payments upon Termination or Change in Control					113
	Median Employee Pay Ratio					117
	Audit Committee Report					118
	Information About the Annual General Meeting and Voting					121
	Shareholder Submitted Agenda Items for an Annual General Meeting					127
	Non-GAAP Financial Measures					128

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, 2021		For	14
2 Allocation of disposable profit and distribution of a dividend from reserves
	2.1 Allocation of disposable profit	For	15
	2.2 Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve)	For	16
3 Discharge of the Board of Directors		For	18
4 Election of Auditors
	4.1 Election of PricewaterhouseCoopers AG (Zurich) as our statutory auditor	For	19
	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	19
	4.3 Election of BDO AG (Zurich) as special audit firm	For	21
5 Election of the Board of Directors		For each nominee	22
6 Election of the Chairman of the Board of Directors		For	30
7 Election of the Compensation Committee of the Board of Directors		For each nominee	32
8 Election of Homburger AG as independent proxy		For	33
9 Amendment to the Articles of Association relating to authorized share capital for general purposes		For	34
10 Reduction of share capital		For	36
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	38
	11.2 Compensation of Executive Management for the next calendar year	For	40
12 Advisory vote to approve executive compensation under U.S. securities law requirements		For	44
13 Shareholder proposal regarding a policy restricting underwriting of new fossil fuel supplies		Against	46
14 Shareholder proposal regarding a report on greenhouse gas emissions		Against	49

	Annual Cash Incentive	Long-Term/Equity Incentive
CEO	0-6X base salary	0-12X base salary
Other NEOs	0-4X base salary	0-8X base salary

	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 6, 2022, 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 , 2022 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.

Tangible book value per share growth	7.6%	Tangible book value per share performance exceeded each of our peers (100th percentile). Growth also exceeded plan but was below prior year.
P&C combined ratio	89.1%	P&C combined ratio performance was just below plan but improved from prior year and bettered each of our peers (100th percentile). Current accident year P&C combined ratio excluding catastrophe losses was better than plan and prior year, and was a record at 84.8%.
Core operating return on equity (ROE)	9.9% 13.6% (adjusted for private equity investments)	Core operating ROE performance was in line with plan and exceeded prior year. Performance was at the 59th percentile when adjusted for the impact of mark-to-market on private equity investments.
Core operating return on tangible equity (ROTE)	15.3% 20.9% (adjusted for private equity investments)	Core operating ROTE was below plan but exceeded prior year. Performance exceeded each of our peers (100th percentile) when adjusted for the impact of mark-to-market on private equity investments.
Core operating income	$5.6B	Core operating income exceeded both plan and prior year. Core operating income growth was at the 83rd percentile when adjusted for the impact of mark-to-market on private equity investments and 80th percentile on a reported basis.

Total shareholder return	27.9% 1-year 16.8% 3-year	Our strong 1-year and 3-year annualized TSR each substantially exceeded prior year and were at the 67th and 66th percentiles, respectively, of our peer group. Our cumulative 3-year TSR was 59.4%.

Name and Principal Position	Salary	Bonus	Stock Awards	Option Awards	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation	Total
Evan G. Greenberg Chairman and Chief Executive Officer	$1,400,000	$7,500,000	$10,125,007	$2,996,944	—	$1,159,233	$23,181,184
Peter C. Enns* Chief Financial Officer	$649,846	$1,404,500	$3,080,272	$513,532	—	$195,544	$5,843,694
Philip V. Bancroft* Former Chief Financial Officer	$870,000	$1,553,000	$1,630,267	$482,505	—	$458,851	$4,994,623
John W. Keogh President and Chief Operating Officer	$1,050,000	$2,980,100	$3,900,006	$1,154,372	—	$464,594	$9,549,072
Paul J. Krump Vice Chairman, Global Underwriting and Claims	$900,000	$2,018,800	$2,137,622	$632,684	$194,585	$352,544	$6,236,235
John J. Lupica Vice Chairman; President, North America Insurance	$900,000	$2,650,000	$3,647,665	$783,668	—	$469,214	$8,450,547

	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 (94% for CEO, 88% 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			10,928
	Profit for the year			4,330
	Cancellation of treasury shares			(398)
	Attribution to reserve for treasury shares			447
	Balance carried forward			15,307

	2021	2020
Audit fees1	$24,698,000	$25,048,000
Audit-related fees2	1,795,000	872,000
Tax fees3	2,280,000	2,269,000
All other fees4	179,000	257,000
Total	$28,952,000	$28,446,000

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

Artikel 6 Genehmigtes Kapital zu allgemeinen Zwecken			Article 6 Authorized Share Capital for General Purposes
a) Der Verwaltungsrat ist ermächtigt, das Aktienkapital jederzeit bis zum 19. Mai 2024 im Maximalbetrag von CHF 4’830’000’000 durch Ausgabe von höchstens 200’000’000 vollständig zu liberierenden Namenaktien mit einem Nennwert von CHF 24.15 je Aktie zu erhöhen.			a) The Board of Directors is authorized to increase the share capital from time to time until May 19, 2024 by an amount not exceeding CHF 4,830,000,000 through the issue of up to 200,000,000 fully paid up registered shares with a nominal value of CHF 24.15 each.
[b)—d) bleiben unverändert.]			[b)—d) remain unchanged.]

Artikel 3 Aktienkapital			Article 3 Share Capital
a) Das Aktienkapital der Gesellschaft beträgt CHF 10’779’995’228.10 und ist eingeteilt in 446’376’614 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 10,779,995,228.10 and is divided into 446,376,614 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 2022 annual general meeting until the end of the 2023 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 2021 can be found in the “Director Compensation” section beginning on page 71 of this proxy statement. Under Swiss law, we also publish an audited annual compensation report, the Swiss Compensation Report, which is included within our Annual Report. These documents are available to shareholders in their proxy materials.
	Who determines the actual compensation for each individual Board member?			The Board, upon recommendation of the Nominating & Governance Committee, determines the actual individual compensation of each member of the Board, subject to the maximum aggregate compensation amount ratified by the shareholders.

Compensation For Calendar Year	Amount Approved	Total Compensation Paid	% of Approved Amount
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	$46 million (based on four members of Executive Management)	$42.48 million (for four members of Executive Management) plus $8.11 million (for new member of Executive Management)*	92.3% plus 17.6% for new member*
2022	Shareholders approved $48 million in aggregate compensation

For which period does Executive Management compensation approval apply?	The approval applies to compensation for the next calendar year (2023), including variable compensation that may be paid or granted in 2024 based upon satisfaction of 2023 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 2023 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 2023. 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 • performance share awards: 100% of the market value of the target share component of the award as of the date of grant • time-based restricted stock grants: 100% of the market value of the subject shares as of the date of grant

	How is future compensation for 2023 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 2021 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 12 out of 13 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, backgrounds, experience and other attributes of Board members, both individually and collectively, including consideration of tenure and diversity factors. • 46% of our current directors have served on the Board for 8 years or less, three for two 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 guideline may be waived from time to time as the Board deems advisable. • 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. • 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.
	ESG Governance			• We have a robust ESG and Corporate Citizenship 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 ESG policies and initiatives, and other Board committees monitor and review ESG-related matters in accordance with their charter responsibilities. ESG also remains a full Board topic. • In 2021, our CEO and General Counsel provided regular updates on ESG issues to the Nominating & Governance Committee and full Board.
	Climate Change Governance			• We 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 ESG 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 ESG and 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, the Risk and Underwriting Committee reviews risks associated with climate change.

	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.
	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 matters including employee success and talent development. We are focused on, and our leaders are accountable for, improving gender balance and racial diversity at the officer level and in talent development and acquisition.

Committee	Role & Responsibilities	Independence	Meetings Held 2021
Audit Committee Chair: Robert W. Scully Members: Theodore E. Shasta David H. Sidwell Luis Téllez	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	Fourteen meetings and one in-depth session covering various matters further described in the Audit Committee Report beginning on page 118
Nominating & Governance Committee Chair: Mary Cirillo 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 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 Corporate 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			2021 Compensation
	Standard Compensation Per year of service from May annual general meeting to the next May annual general meeting			$305,000 – $180,000 in restricted stock awards based on the fair market value of the Company’s Common Shares at the date of award – $125,000 in cash, paid quarterly
	Committee Chair Fees			Audit Committee $35,000 Compensation Committee $25,000 Nominating & Governance Committee $20,000 Risk & Finance Committee $25,000 Paid in quarterly installments
	Lead Director Annual Fee			$50,000 Paid in quarterly installments
	Additional Board Meeting Fees			$2,000 meeting fee was paid for attendance at a special Board meeting held in 2021.

Name	Fees Earned or Paid in Cash	Stock Awards1	All Other Compensation2	Total
Michael G. Atieh	$127,000	$180,000	$20,000	$327,000
Sheila P. Burke	$127,000	$180,000	$13,000	$320,000
James I. Cash3	$33,250	$67,500	$41,956	$142,706
Mary Cirillo4	$2,000	$325,000	$35,000	$362,000
Michael P. Connors	$183,250	$180,000	$10,000	$373,250
John A. Edwardson3	$2,000	$114,375	$3,304	$119,679
Robert J. Hugin5	$2,000	$305,000	$20,000	$327,000
Robert W. Scully6	$2,000	$340,000	$20,000	$362,000
Eugene B. Shanks, Jr.	$127,000	$180,000	—	$307,000
Theodore E. Shasta	$127,000	$180,000	$20,000	$327,000
David H. Sidwell	$127,000	$180,000	$20,000	$327,000
Olivier Steimer	$152,000	$180,000	$40,000	$372,000
Luis Téllez	$93,750	$112,500	—	$206,250
Frances F. Townsend	$145,750	$180,000	—	$325,750

Name of Beneficial Owner	Common Shares Beneficially Owned	Common Shares Subject to Options1	Restricted Common Shares2
Evan G. Greenberg3 4 10 11	758,775	790,532	222,055
Peter C. Enns10	3,000	—	28,418
Philip V. Bancroft4 10 11 15	35,518	119,954	22,501
John W. Keogh3 10	186,003	224,670	89,433
Paul J. Krump10 11 12	20,464	—	38,750
John J. Lupica3 10	152,196	168,873	69,795
Michael G. Atieh5 6 7	16,579	—	1,083
Kathy Bonanno	—	—	—
Sheila P. Burke13 14	5,244	—	1,083
Mary Cirillo6	26,070	—	1,956
Michael P. Connors	14,279	—	1,083
Robert J. Hugin8	13,251	—	1,836
Robert W. Scully9	42,802	—	2,047
Eugene B. Shanks, Jr.	11,369	—	1,083
Theodore E. Shasta	14,556	—	1,083
David H. Sidwell	11,150	—	1,083
Olivier Steimer6	19,251	—	1,083
Luis Téllez	—	—	1,083
Frances F. Townsend	1,290	—	1,083
All directors and executive officers as a group (23 individuals)	1,658,656	1,623,233	588,157

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned	Percent of Class
The Vanguard Group1 100 Vanguard Blvd. Malvern, Pennsylvania 19355	35,503,624	8.24%
Wellington Management Group LLP2 c/o Wellington Management Company LLP 280 Congress Street Boston, Massachusetts 02210	27,645,799	6.42%
BlackRock, Inc.3 55 East 52nd Street New York, New York 10055	27,072,528	6.3%
T. Rowe Price Associates, Inc.4 100 E. Pratt Street Baltimore, Maryland 21202	22,571,047	5.2%
State Street Corporation5 State Street Financial Center 1 Lincoln Street Boston, Massachusetts	21,994,670	5.11%
Capital International Investors6 333 South Hope Street, 55th Fl Los Angeles, CA 90071	21,774,217	5.1%

	Executive Summary					78
	Compensation Program Overview					85
	Our Compensation Philosophy					85
	What We Reward: Individual and Company Performance Criteria					86
	Components of Total Direct Compensation					87
	Compensation Practices and Policies					88
	The Relationship of Compensation to Risk					89
	How We Use Peer Group and Market Data in Determining Compensation					91
	How We Determine Total Direct Compensation Pay Mix					92
	Elements of Total Direct Compensation					92
	Equity Compensation					93
	Stock Option, Performance Share and Restricted Stock Grants: Timing and Pricing					95
	How We Determine and Approve NEO Compensation					96
	2021 NEO Total Direct Compensation and Performance Summary					98
	Executive Compensation Tables					103


				Evan G. Greenberg Chairman and Chief Executive Officer
				Peter C. Enns 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
				Philip V. Bancroft Former Chief Financial Officer (retired July 1, 2021)

Tangible book value per share growth	7.6%	Tangible book value per share performance exceeded each of our peers (100th percentile). Growth also exceeded plan but was below prior year.
P&C combined ratio	89.1%	P&C combined ratio performance was just below plan but improved from prior year and bettered each of our peers (100th percentile). Current accident year P&C combined ratio excluding catastrophe losses was better than plan and prior year, and was a record at 84.8%.
Core operating return on equity (ROE)	9.9% 13.6% (adjusted for private equity investments)	Core operating ROE performance was in line with plan and exceeded prior year. Performance was at the 59th percentile when adjusted for the impact of mark-to-market on private equity investments.
Core operating return on tangible equity (ROTE)	15.3% 20.9% (adjusted for private equity investments)	Core operating ROTE was below plan but exceeded prior year. Performance exceeded each of our peers (100th percentile) when adjusted for the impact of mark-to-market on private equity investments.
Core operating income	$5.6B	Core operating income exceeded both plan and prior year. Core operating income growth was at the 83rd percentile when adjusted for the impact of mark-to-market on private equity investments and 80th percentile on a reported basis.

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

	Peter C. Enns Chief Financial Officer
	Corporate Units under his management:
	• Accounting & Financial Reporting			• Actuarial
	• Investment Management			• Tax
	• Treasury
	2021 Performance Criteria Mr. Enns’ compensation was based on overall Company performance, against both financial and strategic objectives, and his individual performance as the Company’s CFO, a role assumed on July 1, 2021, which was evaluated in terms of his execution of a wide and complex set of financially-oriented objectives related to the balance sheet and income statement. Consideration was also given to competitive market data and the targets for annual cash bonus and long-term incentive equity awards set forth in his employment offer letter. Compensation Committee Decisions • Base salary was unchanged • Annual cash bonus was 0.3% above target • Long-term incentive equity award was at target

	John W. Keogh President and Chief Operating Officer
	Corporate Units under his management:
	• Overseas General P&C businesses			• Global Accident & Health
	• North American P&C businesses			• Chubb Global Markets

	Paul J. Krump Vice Chairman, Global Underwriting and Claims
	Corporate Units under his management:
	• Global Claims			• Corporate Underwriting
	• Global Underwriting			• Risk Engineering Services
	• Environmental Program and Sustainability Strategy
	2021 Performance Criteria Mr. Krump’s compensation was based on overall Company performance, against both financial and strategic objectives, the performance of the operating units under Mr. Krump’s direct management, as well as his individual performance. Compensation Committee Decisions • Base salary was unchanged • Annual cash bonus was increased 29% • Long-term incentive equity award was increased 9% • 2021 total direct compensation was increased 13%

	John J. Lupica Vice Chairman; President, North America Insurance
	North America Insurance Business Units under his management:
	• Commercial Insurance			• Major Accounts
	• Personal Risk Services			• Agribusiness
	• Westchester (excess and surplus)			• Chubb Bermuda
	• Rain & Hail
	2021 Performance Criteria Mr. Lupica’s compensation was based on overall Company performance, against both financial and strategic objectives, the performance of the operating units under Mr. Lupica’s direct management, as well as his individual performance. Consideration was also given to competitive market data. Compensation Committee Decisions • Base salary was increased 6% • Annual cash bonus was increased 19% • Long-term incentive equity award was increased 42% (comparison excludes off-cycle $1 million special recognition equity award granted in 2021) • 2021 total direct compensation was increased 29% (excluding 2021 special recognition award)

Name and Title/Business Unit	Salary1	Cash Bonus	Long-Term Incentive Equity Award	Total Direct Compensation
Evan G. Greenberg2 Chairman and Chief Executive Officer	$1,400,000	$7,500,000	$15,500,000	$24,400,000
Peter C. Enns3 Chief Financial Officer	$649,846	$1,404,500	$2,400,000	$4,454,346
Philip V. Bancroft Former Chief Financial Officer	$870,000	$1,553,000	—	$2,423,000
John W. Keogh4 President and Chief Operating Officer	$1,050,000	$2,980,100	$7,000,000	$11,030,100
Paul J. Krump5 Vice Chairman, Global Underwriting and Claims	$900,000	$2,018,800	$3,100,000	$6,018,800
John J. Lupica6 Vice Chairman; President, North America Insurance	$900,000	$2,650,000	$5,000,000	$8,550,000