Chubb Ltd DEF 14A, filed Apr 3, 2026

About this DEF 14A

Chubb Ltd (CB)

DEF 14A 2026-04-03 For: 2026-05-21

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Added on June 12, 2026

Evan G. Greenberg

Chairman and
Chief Executive Officer,
Chubb Limited

Age: 71
Years of Service: 24
(since 2002)

Committee Memberships:
Executive (Chairman)

Experience, Skills and Qualifications

Evan G. Greenberg is Chairman and Chief Executive Officer of Chubb Limited. Mr. Greenberg was elected President and Chief Executive Officer in May 2004 and Chairman of the Board of Directors in May 2007. Under his leadership, Chubb has grown to become one of the largest insurance companies in the world. Mr. Greenberg joined the company, then named ACE Limited, in 2001 as Vice Chairman. Previously, he served 25 years at American International Group, Inc., including as President and Chief Operating Officer.

Mr. Greenberg is engaged in international economic and foreign affairs through his service on the boards of several institutions, including the Board of Trustees of the Center for Strategic and International Studies, the Board of Directors of the Peterson Institute for International Economics, and as Executive Vice Chair of the National Committee on United States-China Relations. He also supports the environment and education as a member of the Board of Trustees of the National Geographic Society and the Advisory Board of Tsinghua University School of Economics and Management (Tsinghua SEM) in Beijing.

Mr. Greenberg has a long and distinguished record of leadership and achievement in the insurance industry. He has been our Chief Executive Officer since 2004. Over the course of 50 years in the insurance industry, he has held various underwriting and leadership positions in the global property, casualty and life insurance sectors. Mr. Greenberg’s record of managing large and complex insurance operations and the skills he developed in his various roles suit him for his role as a director of the Company and Chairman of the Board, in addition to his Chief Executive Officer position.

Chubb Ltd filed this DEF 14A on April 3, 2026.

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	1			Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2025
	2			Allocation of disposable profit and distribution of a dividend out of legal reserves 2.1 Allocation of disposable profit 2.2 Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve)
	3			Discharge of the Board of Directors
	4			Election of Auditors 4.1 Election of PricewaterhouseCoopers AG (Zurich) as our statutory auditor 4.2 Ratification of appointment of PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting 4.3 Election of BDO AG (Zurich) as special audit firm
	5			Election of the Board of Directors
	6			Election of the Chairman of the Board of Directors
	7			Election of the Compensation Committee of the Board of Directors
	8			Election of Homburger AG as independent proxy
	9			Renewal of a capital band for authorized share capital increases and reductions
	10			Approval of the Chubb Limited 2016 Long-Term Incentive Plan, as amended and restated
	11			Approval of the compensation of the Board of Directors and Executive Management under Swiss law requirements 11.1 Maximum compensation of the Board of Directors until the next annual general meeting 11.2 Maximum compensation of Executive Management for the 2027 calendar year 11.3 Advisory vote to approve the Swiss compensation report
	12			Advisory vote to approve executive compensation under U.S. securities law requirements
	13			Approval of the Sustainability Report of Chubb Limited for the year ended December 31, 2025

Proxy Summary		2
Agenda Items
	Approval of the Management Report, Standalone Financial Statements and Consolidated Financial Statements of Chubb Limited for the Year Ended December 31, 2025	9
	Allocation of Disposable Profit and Distribution of a Dividend Out of Legal Reserves (by Way of Release and Allocation to a Dividend Reserve)	10
	Discharge of the Board of Directors	13
	Election of Auditors	14
	Election of the Board of Directors	17
	Election of the Chairman of the Board of Directors	26
	Election of the Compensation Committee of the Board of Directors	28
	Election of Homburger AG as Independent Proxy	29
	Renewal of a Capital Band for Authorized Share Capital Increases and Reductions	30
	Approval of the Chubb Limited 2016 Long-Term Incentive Plan, as amended and restated	33
	Approval of the Compensation of the Board of Directors and Executive Management under Swiss Law Requirements	40
	Advisory Vote to Approve Executive Compensation under U.S. Securities Law Requirements	45
	Approval of the Sustainability Report of Chubb Limited for the Year Ended December 31, 2025	47
Corporate Governance		49
Overview		49
Our Corporate Governance Framework		50
Governance Practices and Policies		51
Shareholder Engagement		52
The Board of Directors		53
Board Leadership Structure		55

	The Committees of the Board								58
	Board Oversight of Our Independent Advisors								60
	Board Oversight of Risk and Risk Management								60
	Related Party Transactions								63
	Delinquent Section 16(a) Reports								65
	Director Compensation								66
	Information About Our Share Ownership								68
	Share Ownership by Our Directors, Nominees and SEC Executive Officers								68
	Shareholders of More Than 5% of Our Shares								69
	Executive Compensation								70
	Compensation Committee Report								70
	Compensation Discussion & Analysis								70
	Compensation Discussion & Analysis Table of Contents								70
	Executive Summary								71
	The Relationship of Compensation to Risk								79
	Summary Compensation Table								89
	Employment Arrangements								90
	Employee Stock Purchase Plan								91
	Indemnification Agreements								91
	Grants of Plan-Based Awards								92
	Outstanding Equity Awards at Fiscal Year End								93
	Option Exercises and Stock Vested								95
	Nonqualified Deferred Compensation								95
	Potential Payments upon Termination or Change in Control								96
	U.S. SEC Pay Versus Performance Disclosure								100
	Median Employee Pay Ratio								104
	Audit Committee Report								105
	Information About the Annual General Meeting and Voting								107
	Shareholder Submitted Agenda Items for an Annual General Meeting								112
	Forward-Looking Statements and Website References								112
	Non-GAAP Financial Measures								113
	Annex A: Chubb Limited 2016 Long-Term Incentive Plan, as amended and restated, as proposed in Agenda Item 10								A-1

1	Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2025	FOR	9
2	Allocation of disposable profit and distribution of a dividend out of legal reserves
	2.1 Allocation of disposable profit	FOR	10
	2.2 Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve)	FOR	11
3	Discharge of the Board of Directors	FOR	13
4	Election of Auditors
	4.1 Election of PricewaterhouseCoopers AG (Zurich) as our statutory auditor	FOR	14
	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	14
	4.3 Election of BDO AG (Zurich) as special audit firm	FOR	16
5	Election of the Board of Directors	FOR Each Nominee	17
6	Election of the Chairman of the Board of Directors	FOR	26
7	Election of the Compensation Committee of the Board of Directors	FOR Each Nominee	28
8	Election of Homburger AG as independent proxy	FOR	29
9	Renewal of a capital band for authorized share capital increases and reductions	FOR	30
10	Approval of the Chubb Limited 2016 Long-Term Incentive Plan, as amended and restated	FOR	33
11	Approval of the compensation of the Board of Directors and Executive Management under Swiss law requirements
	11.1 Maximum compensation of the Board of Directors until the next annual general meeting	FOR	40
	11.2 Maximum compensation of Executive Management for the 2027 calendar year	FOR	41
	11.3 Advisory vote to approve the Swiss compensation report	FOR	43
12	Advisory vote to approve executive compensation under U.S. securities law requirements	FOR	45
13	Approval of the Sustainability Report of Chubb Limited for the year ended December 31, 2025	FOR	47

	Board Composition and Independence
	• 93% independent directors (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

	ADVANCED VOTING DEADLINES
	Beneficial owners (shares held through a bank, broker or other nominee): by 11:59 p.m. ET on May 19, 2026 Record owners (shares held at Computershare): by 12:00 p.m. ET (6:00 p.m. CET) on May 20, 2026

	Notice of Internet Availability of Proxy Materials: Shareholders of record are being mailed, on or about April 7, 2026, 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 11, 2026 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 3, 2026 Zurich, Switzerland

	Board Tenure				Board Oversight of Risk				Shareholder Powers and Company Accountability
	• Balance of shorter-, medium- and longer-serving directors providing a mix of perspectives and experiences. Six of our nominees (46%) have a tenure of 6 years or less and four have served 3 years or less (31%)				• 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				• Majority-vote requirement for directors • Annual shareholder vote on the Chairman, as well as separate annual elections of directors and the 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				Succession Planning and Talent Management
	• 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 • Comprehensive public reporting, including an annual Sustainability Report prepared in alignment, to the extent feasible, with the International Sustainability Standards Board (ISSB) S-1 and S-2 Standards				• Nominating & Governance Committee considers Board succession planning regularly, and seeks to identify candidates to serve evolving governance, strategic, regulatory and other Company needs • Employee management and succession planning are full Board topics. 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 the CEO as well as in executive sessions of solely independent directors

	What We Reward
	• Superior operating and financial performance, as measured against prior year, Board-approved plan and peers				• Achievement of strategic goals				• Superior underwriting and risk management in all our business activities

	How We Link Pay to Performance
	• The core link is performance measured across 5 key metrics, evaluated comprehensively within the context of our operating environment – Core operating income – Core operating return on equity – Core operating return on tangible equity – P&C combined ratio – Tangible book value per share growth				• Total shareholder return (TSR) modifier • Consideration of operational and strategic achievements, including leadership and execution of key non-financial objectives

How We Paid Our Named Executive Officers (NEOs)
The Compensation Committee assessed financial, strategic and operational performance, and took into account the Company’s 2025 financial results, which reflected the best full-year financial performance in the Company’s history, including record operating results and underwriting performance. The Committee considered results on an absolute basis and relative to peers, which demonstrated the Company’s consistent growth and strong financial and operating results over the short-, medium- and long-term. These results underscored the Company’s discipline, financial strength and delivery of value to shareholders.	CEO TOTAL PAY	OTHER NEO TOTAL PAY
	$34.0 million, up 13.5% vs. 2024	Down 6.3% on average vs. 2024; up 10.9% on average when excluding the compensation of John J. Lupica, who retired from his executive positions effective December 31, 2025
	Further details on the compensation decisions for the CEO and other NEOs for 2025 performance are described in “2025 NEO Total Direct Compensation and Performance Summary” beginning on page 85.

	CEO Total Direct Compensation				Other NEOs Total Direct Compensation


	• Substantial equity component to align pay with performance • 100% of each NEO’s annual equity award is subject to performance-based vesting • Performance-based equity awards (PSUs/PSAs) have three-year cliff vesting and two operating metrics (tangible book value per share growth and P&C combined ratio) that drive long-term shareholder value, with TSR used only as a modifier for premium awards • Significant amount of at-risk pay (95% for CEO, 88% for other NEOs) • Significant mandatory share ownership requirements (CEO — 7X base salary; other NEOs — 4X base salary) • Independent compensation consultant at every Compensation Committee meeting • Double trigger change in control for equity awards • Detailed Company and individual performance criteria covering both financial and operational/strategic performance • Robust insider trading and clawback policies, including recovery of cash bonus and both time-based and performance-based equity, vested and unvested, in certain circumstances • Peer groups reevaluated at least annually • Annual compensation risk assessment • Employment agreements with non-competition and non-solicitation terms for Executive Management • Compensation Committee considers shareholder feedback in evaluating compensation program and disclosure				• No hedging of Chubb securities • No new pledging of Chubb shares owned by executive officers or directors • No excessive perquisites for executives • No special tax gross-ups for NEOs • No repricing or exchange of underwater stock options • No options backdating • No multi-year guaranteed bonuses • No disproportionate supplemental pensions • No annual pro-rata vesting of performance-based equity awards or second chance “look back” vesting

	(in millions of Swiss francs)
Balance brought forward		21,682
Profit for the year		4,237
Cancellation of treasury shares		(1,785)
Attribution to reserve for treasury shares		299
Balance carried forward		24,433

	2025			2024
Audit fees(1)		$	33,932,000		$	35,208,000
Audit-related fees(2)			1,974,000			2,226,000
Tax fees(3)			1,912,000			1,895,000
All other fees(4)			244,000			393,000
Total		$	38,062,000		$	39,722,000

	Board Criteria Matrix
	CEO or Similar Leadership			• Demonstrated leadership qualities including setting corporate strategy, executing successful growth strategies and developing talent
	Financial Services and Insurance Industry			• General understanding of financial services markets and industry dynamics, including regulatory considerations; knowledge of insurance industry core business operations, strategy, financial measures, risk assessment, risk management and competition
	International Business			• Knowledge of global business operations, experience in a variety of international markets, and understanding of multi-jurisdictional issues
	Financial Literacy			• Expertise regarding financial statements, public company accounting, internal controls, audit functions and domestic and international tax matters
	Technology, IT Security and Cyber Risk			• Experience and knowledge regarding a full range of technology issues including information technology systems and resources, digitalization, artificial intelligence (AI) and cybersecurity
	Public Policy/Government Affairs/Regulation			• Knowledge and experience at a senior level in domestic political affairs or geopolitics; familiarity with governmental and regulatory processes and the impact of government actions on the Company’s business
	Marketing and Branding			• Experience with consumer marketing and global corporate branding, including digital and multi-media marketing and related communication strategies
	Corporate Governance			• Experience with public company governance, including shareholder rights, and board oversight responsibilities and limitations; understanding of the Company’s external and internal compliance obligations and commitment to ethical business conduct
	Human Resources			• Experience with public company human resources issues including executive compensation, succession planning, talent development and managing a global workforce

	Michael P. Connors Chairman and Chief Executive Officer, Information Services Group, Inc. Independent Lead Director Age: 70 Years of Service: 15 (since 2011) Committee Memberships: Compensation, Nominating & Governance, Executive				Experience, Skills and Qualifications
					Michael P. Connors is the founder, Chairman of the Board and Chief Executive Officer of Information Services Group, Inc. (technology insights, market intelligence and advisory services company). Mr. Connors served as a member of the Executive Board of VNU N.V. (worldwide media and marketing information company) following the merger of ACNielsen into VNU in 2001 until 2005, and he served as Chairman and Chief Executive Officer of VNU Media Measurement & Information Group and Chairman of VNU World Directories until 2005. He previously was Vice Chairman of the Board of ACNielsen (global marketing research firm) from its spin-off from the Dun & Bradstreet Corporation in 1996 until 2001, was Senior Vice President of American Express Travel Related Services from 1989 to 1995, and before that was a Corporate Vice President of Sprint Corporation (telecommunications provider). Mr. Connors was previously a member of the Board of Directors of Eastman Chemical Company.
					Mr. Connors is a successful chief executive officer, who brings to the Board substantial corporate management experience in a variety of industries as well as expertise in marketing, media and public relations through his high-level positions at marketing and information-based companies. Mr. Connors’ skills are enhanced through his current and past experience serving on several public company boards, which furthers his ability to provide valued oversight and guidance to the Company as independent Lead Director and strategies to inform the Board’s general decision-making, particularly with respect to management development, executive compensation and other human resources issues, as well as information technology matters. He has also served as the chair of two compensation committees.

	Nancy K. Buese Chief Financial Officer, CRH plc Age: 56 Years of Service: 3 (since 2023) Committee Memberships: Audit				Experience, Skills and Qualifications
					Nancy K. Buese has served as Chief Financial Officer of CRH plc (building materials company) since May 2025. Ms. Buese previously served as Chief Financial Officer of Baker Hughes Company (supplier of products and services to the energy industry) from November 2022 to February 2025, and as Executive Vice President and Chief Financial Officer of Newmont Corporation (precious metals and mining) from October 2016 to November 2022. Before her role at Newmont, Ms. Buese was Executive Vice President and Chief Financial Officer of MPLX (energy company), and prior to MPLX’s acquisition of MarkWest Energy Partners, L.P. in 2015, Ms. Buese served as Executive Vice President and Chief Financial Officer of MarkWest for 11 years. Ms. Buese is a certified public accountant and a former partner with Ernst & Young. Ms. Buese was a director of The Williams Companies, Inc., from 2018 to 2023, and from 2009 to 2017 served as a director and chaired the audit committee of UMB Financial Corporation.
					Ms. Buese’s significant financial and financial reporting knowledge and more than 25 years in finance leadership roles, including as a public company chief financial officer, audit committee chair, and certified public accountant, brings substantial value to our Board of Directors. Additionally, her extensive executive management and board experience in the energy industry provides our Board with a unique perspective and insight on environmental and sustainability matters for the Company as both an insurer and corporate citizen.

	Nelson J. Chai Chief Executive Officer, DailyPay, LLC Age: 60 Years of Service: 2 (since 2024) Committee Memberships: Audit				Experience, Skills and Qualifications
					Nelson J. Chai has served as Chief Executive Officer of DailyPay, LLC (worktech and earned wage access platform) since October 2025, and as a member of its board of directors since January 2025. Mr. Chai was non-executive chairman of DailyPay from January 2025 to October 2025. Prior to that, Mr. Chai served as Chief Financial Officer of Uber Technologies Inc. (rideshare and logistics technology platform) from September 2018 to December 2023. From 2017 to 2018, Mr. Chai was President and Chief Executive Officer of The Warranty Group (warranty solutions and underwriting services provider), and from 2010 to 2015 served in a variety of senior management roles at CIT Group, Inc. (financial services company), including President from 2011 to 2015 and Chairman of CIT Bank NA from 2014 to 2015. Prior to CIT Group, Mr. Chai held senior management positions at Bank of America Corporation and Merrill Lynch & Co., including Executive Vice President and Chief Financial Officer from 2007 to 2008. Mr. Chai served as Executive Vice President and Chief Financial Officer of NYSE Euronext, Inc. and its predecessor company NYSE Group, Inc. from 2006 through 2007. Since 2010, Mr. Chai has served on the board of directors of Thermo Fisher Scientific Inc. (global provider of scientific instruments, software and laboratory services).
					Mr. Chai’s extensive experience in financial and executive leadership roles at global technology and financial services companies make him a valuable contributor to our Board. His background, including as a public company chief financial officer, adds significant value in overseeing and providing guidance to management on financial and accounting matters and corporate strategy generally.

	Robert J. Hugin Former Chairman and Chief Executive Officer, Celgene Corporation Age: 71 Years of Service: 6 (since 2020) Committee Memberships: Risk & Finance				Experience, Skills and Qualifications
					Robert J. Hugin served as Chief Executive Officer of Celgene Corporation (a biopharmaceutical company) from June 2010 until March 2016, as Chairman of its Board of Directors from June 2011 to March 2016 and as Executive Chairman from March 2016 to January 2018. Prior to June 2016, Mr. Hugin held a number of management roles at Celgene, including President from May 2006 to July 2014, Chief Operating Officer from May 2006 to June 2010 and Senior Vice President and Chief Financial Officer from June 1999 to May 2006. Prior to that, Mr. Hugin was a Managing Director at J.P. Morgan & Co. Inc., which he joined in 1985. Mr. Hugin is currently a director of Biohaven, Ltd. (pharmaceutical company). Mr. Hugin has previously served as a director of Biohaven Pharmaceutical Holding Company Ltd. (pharmaceutical company), Allergan plc (multispecialty health care company), Danaher Corporation (science and technology company) and The Medicines Company (pharmaceutical company).
					Mr. Hugin brings significant and extensive executive leadership to our Board. His experience as a chief executive officer and his outside board service enables him to provide valuable insight on complex business and financial matters and guidance to our management on strategy. In addition, his role as chairman and chief executive of a global public company provides a depth of knowledge in handling a broad array of complex operational, regulatory and international issues.

	Robert W. Scully Retired Co-President, Morgan Stanley Age: 76 Years of Service: 12 (since 2014) Committee Memberships: Audit (Chair), Executive				Experience, Skills and Qualifications
					Robert W. Scully was a member of the Office of the Chairman of Morgan Stanley from 2007 until his retirement in 2009, where he had previously been Co-President of the firm, Chairman of global capital markets and Vice Chairman of investment banking. Prior to joining Morgan Stanley in 1996, he served as a managing director at Lehman Brothers and at Salomon Brothers Inc. Mr. Scully is currently a director of KKR & Co. Inc. (private equity and asset management). Previously, Mr. Scully was a Public Governor of the Financial Industry Regulatory Authority (FINRA) and a director of Zoetis Inc., UBS Group AG, Bank of America Corporation, GMAC Financial Services and MSCI Inc.
					Mr. Scully’s lengthy career in the global financial services industry brings expertise in capital markets activities and, of particular note, risk management to the Board. Mr. Scully has a broad range of experience with oversight stemming from his extensive service as a director; he has served or is serving on four other organizations’ audit committees (including FINRA), three companies’ compensation committees, a risk committee and a nominating and governance committee. Mr. Scully’s experience with and knowledge of talent development and strategic initiatives are also important to the Board.

	Theodore E. Shasta Retired Partner, Wellington Management Company Age: 75 Years of Service: 16 (since 2010) Committee Memberships: Audit				Experience, Skills and Qualifications
					Theodore E. Shasta has served as a Director of MBIA, Inc. (financial guarantee insurance provider) since 2009, and also serves as the Chair of its Audit Committee and a member of its Finance and Risk Committee, Compensation and Governance Committee and Executive Committee. Mr. Shasta was formerly a Senior Vice President and Partner of Wellington Management Company (global investment advisor). Mr. Shasta joined Wellington Management Company in 1996 and specialized in the financial analysis of publicly-traded insurance companies and retired in June 2009. Prior to joining Wellington Management Company, Mr. Shasta was a Senior Vice President of Loomis, Sayles & Company (investment management). Before that, he served in various capacities with Dewey Square Investors and Bank of Boston. In total, Mr. Shasta spent 25 years covering the insurance industry as a financial analyst.
					Mr. Shasta’s history of working in the financial services industry, as well as in the property and casualty insurance arena, brings valuable insight to the Board from the investor perspective. His years of analysis of companies like Chubb and its peer group provide him with deep knowledge of particular business and financial issues we face. His financial acumen and industry knowledge make him a valuable contributor to the Audit Committee. Mr. Shasta has been a Chartered Financial Analyst since 1986.

	David H. Sidwell Retired Chief Financial Officer, Morgan Stanley Age: 73 Years of Service: 12 (since 2014) Committee Memberships: Nominating & Governance (Chair), Compensation, Executive				Experience, Skills and Qualifications
					David H. Sidwell was Executive Vice President and Chief Financial Officer of Morgan Stanley from March 2004 to October 2007, when he retired. From 1984 to March 2004, Mr. Sidwell worked for JPMorgan Chase & Co. in a variety of financial and operating positions, most recently as Chief Financial Officer of JPMorgan Chase’s investment bank from January 2000 to March 2004. Prior to joining JP Morgan in 1984, Mr. Sidwell was with Price Waterhouse LLP, a major public accounting firm, from 1975 to 1984, where he was qualified as a chartered accountant with the Institute of Chartered Accountants in England and Wales. Mr. Sidwell was Senior Independent Director of UBS Group AG until April 2020 and was a director of the Federal National Mortgage Association (Fannie Mae) until October 2016.
					Mr. Sidwell has a strong background in accounting, finance and capital markets, as well as the regulation of financial institutions. He also has considerable expertise in risk management from chairing the risk committee of a public company and his executive positions. Mr. Sidwell further contributes experience in executive compensation and corporate governance from his service on the committees of other public company boards. This comprehensive range of experience contributes greatly to his value as a Board member.

	Olivier Steimer Former Chairman, Banque Cantonale Vaudoise Age: 70 Years of Service: 18 (since 2008) Committee Memberships: Risk & Finance (Chair), Executive				Experience, Skills and Qualifications
					Olivier Steimer was Chairman of the Board of Banque Cantonale Vaudoise from October 2002 until December 2017. Previously, he worked for the Credit Suisse Group from 1983 to 2002, with his most recent position at that organization being Chief Executive Officer, Private Banking International, and member of the Group Executive Board. Mr. Steimer has served since January 2018 on the Board of Bank Lombard Odier & Co. Ltd. (a Swiss private bank) and was a member of the Board of Allreal Holding AG (Swiss real estate manager and developer) from 2013 to 2025. From 2009 to 2021, he served as a member, and from 2012 to 2021 as Vice Chairman, of the Bank Council of Swiss National Bank. He was Chairman of the foundation board of the Swiss Finance Institute until June 2017. From 2003, he served as a member, and from 2010 to 2014 as Vice Chairman, of the Board of Directors of SBB CFF FFS (the Swiss national railway company), and, from 2009 until 2012, he was the Chairman of the Board of Piguet Galland & Cie SA. (a Swiss private bank). Mr. Steimer is a Swiss citizen.
					Mr. Steimer has a strong background of leadership in chairman and chief executive officer roles. He has deep knowledge of sophisticated banking and finance matters derived from his extensive experience in the financial services industry. As a Swiss company, Chubb benefits specifically from Mr. Steimer being a Swiss citizen and resident, and his insight into the Swiss commercial and insurance arenas provides valuable perspective to the Board.

	Article 6 Kapitalband				Article 6 Capital Band
	a) Der Verwaltungsrat ist ermächtigt, jederzeit bis zum 21. Mai 2027 innerhalb einer Obergrenze von CHF 240’072’508’.00, entsprechend 480’145’016 vollständig zu liberierenden Namenaktien mit einem Nennwert von je CHF 0.50 und einer Untergrenze von CHF 160’048’339.00, entsprechend 320’096’678 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 21, 2027 to change the share capital once or several times within the upper limit of CHF 240,072,508.00, corresponding to 480,145,016 registered shares with a par value of CHF 0.50 each to be fully paid up, and the lower limit of CHF 160,048,339.00, corresponding to 320,096,678 registered shares with a par value of CHF 0.50 each to be fully paid up. b) — e) [remain unchanged.]

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants, and rights		Weighted-average exercise price of outstanding options, warrants, and rights			Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders(1)		10,210,766		$	193.86(3)		10,341,127
Equity compensation plans not approved by security holders(2)		15,110

	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 11.1 and 11.2, 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 11.3 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 2025 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 2025 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.

	Corporate Governance Documents
	The following governance documents are available on our website at about.chubb.com/governance.html: • Articles of Association • Organizational Regulations • Corporate Governance Guidelines • Board Committee Charters: Audit, Compensation, Executive, Nominating & Governance, and Risk & Finance • Categorical Standards for Director Independence • Code of Conduct You may also request copies of any of these documents by contacting our Investor Relations department: Telephone — +1 (212) 827-4445; or E-mail — investorrelations@chubb.com

	Board Composition and Independence				Board Leadership Structure
	• 93% of our directors 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). • Under Swiss law, only our shareholders can elect directors and the Chairman. Our Board may not appoint directors. • Our Nominating & Governance Committee regularly reviews Board composition, tenure 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 (46%) have served for 6 years or less, and four (31%) have served 3 years or less. • Our Board has an active, continuous process for considering new director candidates, and does not seek directors solely for characteristics or skills 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.				• 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 at 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				Open Communication
	• Our full Board and the Risk & Finance Committee are responsible for risk management oversight, with the full Board and 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.				• 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. • Shareholders and other interested parties can contact our Board, Audit Committee or Lead Director by e-mail or regular mail.