Hartford Insurance Group, Inc DEF 14A, filed Apr 10, 2025

Hartford Insurance Group, Inc. (HIG)

DEF 14A 2025-04-10 For: 2025-04-10

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Added on June 13, 2026

About this DEF 14A

Hartford Insurance Group, Inc filed this DEF 14A on April 10, 2025.

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Christopher J. Swift						Trevor Fetter
Chairman and Chief Executive Officer						Lead Director


PROXY SUMMARY			4
BOARD AND GOVERNANCE MATTERS			11
Item 1: Election of Directors			11
Governance Practices and Framework			11
Board Composition and Refreshment			14
Committees of the Board			16
The Board's Role and Responsibilities			19
Director Compensation			22
Certain Relationships and Related Party Transactions			24
Communicating with the Board			24
Director Nominees			25
AUDIT MATTERS			32
Item 2: Ratification of Independent Registered Public Accounting Firm			32
Fees of the Independent Registered Public Accounting Firm			32
Audit Committee Pre-Approval Policies and Procedures			33
Report of the Audit Committee			33
COMPENSATION MATTERS			34
Item 3: Advisory Vote to Approve Executive Compensation			34
Compensation Discussion and Analysis			35
Executive Summary			35
Components of the Compensation Program			40
Process for Determining Senior Executive Compensation (Including NEOs)			48
2024 Named Executive Officers' Compensation and Performance			48
Compensation Policies and Practices			50
Effect of Tax and Accounting Considerations on Compensation Design			51
Report of the Compensation and Management Development Committee			52
Executive Compensation Tables			53
CEO Pay Ratio			64
Pay Versus Performance			64
Item 4: Consideration and Approval of the 2025 Long Term Incentive Stock Plan			68
SHAREHOLDER PROPOSALS			71
Item 5: Vote on Shareholder Proposal that the Company Adopt Special Meeting Rights for Shareholders			71
INFORMATION ON STOCK OWNERSHIP			73
Directors and Executive Officers			73
Certain Shareholders			74

INFORMATION ABOUT THE HARTFORD’S ANNUAL MEETING OF SHAREHOLDERS			75
Householding of Proxy Materials			75
Frequently Asked Questions			75
Other Information			79
APPENDIX A: RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES			80
APPENDIX B: Summary of the 2025 Long Term Incentive Stock Plan			85
APPENDIX C: 2025 Long Term Incentive Stock Plan			91


ITEM 1 ELECTION OF DIRECTORS
Each director nominee has an established record of accomplishment in areas relevant to overseeing our businesses and possesses qualifications and characteristics that are essential to a well-functioning and deliberative governing body.
✓			The Board recommends a vote "FOR" each director nominee


ITEM 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board is asking shareholders to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2025.
✓			The Board recommends a vote "FOR" this item


ITEM 3 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
The Board is asking shareholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement. Our executive compensation program is designed to promote long-term shareholder value creation and support our strategy by: (1) encouraging profitable organic growth and ROE performance while maintaining an ethical culture, (2) providing market-competitive compensation opportunities designed to attract and retain talent needed for long-term success, and (3) appropriately aligning pay with short- and long-term performance.
✓			The Board recommends a vote "FOR" this item



			The Hartford Insurance Group, Inc.

			(Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


Compensation Component			Description
Base Salary			• Fixed level of cash compensation based on market data, internal pay equity, experience, responsibility, expertise and performance
Annual Incentive Plan			• Variable cash award based primarily on annual company operating performance against a predetermined financial target and achievement of individual performance goals aligned with the company's strategic priorities
Long-Term Incentive Plan			• Variable awards granted based on individual performance and market data. • Designed to drive long-term performance, align senior executive interests with shareholders, and foster retention. • Award mix (75% performance shares and 25% stock options) rewards stock price performance, peer-relative shareholder returns (stock price and dividends) and operating performance.


Target Pay Mix — CEO
Salary 7%	Annual Incentive 20%	Long-Term Incentive 73%


	Variable with Performance: 93%


Target Pay Mix — Other NEOs
Salary 20%	Annual Incentive 31%	Long-Term Incentive 49%


	Variable with Performance: 80%


2024 Compensation Decisions						Rationale
The Compensation Committee updated the award mix for 2024 long-term incentive awards.						For 2024 LTI awards, the Compensation Committee updated the LTI award mix from 50% performance shares and 50% options to 75% performance shares and 25% options. In addition, the weighting of performance metrics within performance shares was changed from 50% Compensation Core ROE and 50% TSR to two-thirds Compensation Core ROE and one-third TSR.
The Compensation Committee approved an AIP funding level of 143% of target.						Performance against the pre-established Compensation Core Earnings target produced a formulaic AIP funding level of 143% of target (page 41). The Compensation Committee undertook its qualitative review of performance and concluded that the formulaic AIP funding level appropriately reflected 2024 performance. Accordingly, no adjustments were made.
The Compensation Committee certified a 2022-2024 performance share award payout at 180% of target.						The Company's average annual Compensation Core ROE during the performance period was 16.3%, resulting in a payout of 200% of target for the ROE component (50% of the award). The company's TSR during the period was at the 73rd percentile of the performance peers, resulting in a 160% payout for the TSR component (50% of the award). The combined performance metrics yielded a payout of 180% of target (page 43).


	Base Salary				AIP Award				LTI Award				Total Compensation
NEO	2024		Change from 2023		2024		Change from 2023		2024		Change from 2023		2024		Change from 2023
Christopher Swift	$	1,200,000	0.0	%	$	4,719,000	22.2	%	$	12,000,000	14.3	%	$	17,919,000	15.2	%
Beth Costello	$	800,000	3.2	%	$	1,930,500	22.2	%	$	2,600,000	7.2	%	$	5,330,500	11.5	%
A. Morris Tooker	$	750,000	NA*		$	1,569,400	NA*		$	1,700,000	NA*		$	4,019,400	NA*
Deepa Soni	$	750,000	7.1	%	$	1,561,100	66.8	%	$	1,600,000	14.3	%	$	3,911,100	28.8	%
Amy Stepnowski	$	600,000	0.0	%	$	1,573,000	22.2	%	$	1,400,000	27.3	%	$	3,573,000	19.6	%


WHAT WE DO
✓			Compensation heavily weighted toward variable pay
✓			Senior Executives generally receive the same benefits as other full-time employees
✓			Double-trigger requirement for cash severance and equity vesting upon a change of control*
✓			Cash severance upon a change of control not to exceed 2x base salary + bonus
✓			Independent compensation consultant
✓			Risk mitigation in plan design and annual review of compensation plans, policies and practices
✓			Comprehensive claw-back policy (includes misconduct) that covers both time and performance based incentive awards
✓			Prohibition on hedging, monetization, derivative and similar transactions with company securities
✓			Prohibition on Senior Executives pledging company securities
✓			Stock ownership guidelines for Directors and requirements for Senior Executives
✓			Periodic review of compensation peer groups
✓			Competitive burn rate and dilution for equity program


WHAT WE DON'T DO
û			No Senior Executive tax gross-ups for perquisites or excise taxes on severance payments
û			No individual employment agreements
û			No granting of stock options with an exercise price less than the fair market value of our common stock on the date of grant
û			No re-pricing of stock options
û			No buy-outs of underwater stock options
û			No reload provisions in any stock option grant
û			No payment of dividends or dividend equivalents on equity awards until vesting (no dividends on stock options)


ITEM 4 CONSIDERATION AND APPROVAL OF 2025 LONG TERM INCENTIVE STOCK PLAN
We are asking stockholders to approve the 2025 Long Term Incentive Stock Plan (the “Plan”), which is intended to replace the 2020 Stock Incentive Plan (the “2020 Plan”). The Plan authorizes the issuance of up to 8.5 million shares, which includes the remaining shares under the 2020 Plan, and makes certain other minor changes. On the recommendation of the Compensation and Management Development Committee (the “Compensation Committee” as referenced throughout this Item 4), the Board approved the Plan and recommends approval by stockholders. The Plan is an important part of the pay-for-performance compensation program and the authorized number of shares available for grant permits the Company to continue the program. The Board considers equity compensation that is aligned with the interests of the Company’s shareholders as a significant component in achieving its goal of attracting, retaining and developing talent needed for long-term success. A detailed summary of the Plan is attached to this proxy statement as Appendix B, which is qualified in its entirety by reference to the text of the Plan, which is attached to this proxy statement as Appendix C.
✓			The Board recommends that shareholders vote “FOR” the approval of the 2025 Long Term Incentive Stock Plan.


ITEM 5 SHAREHOLDER PROPOSAL ON THE RIGHT TO CALL A SPECIAL MEETING
Vote on the shareholder proposal that The Hartford's Board of Directors amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting.
×			The Board of Directors recommends that shareholders vote "AGAINST" this Proposal for the following reasons: •The Hartford already provides a special meeting right at a threshold that better protects the long-term interests of the Company and its shareholders. •The Hartford’s existing special meeting right is more consistent with market practice and shareholder feedback. •The Hartford is committed to strong corporate governance practices and provides shareholders with other channels to raise concerns outside the annual meeting cycle.


LETTER FROM OUR CHAIRMAN & CEO AND LEAD DIRECTOR


2			www.thehartford.com


4			www.thehartford.com


6			www.thehartford.com


ITEM 1 ELECTION OF DIRECTORS
The full Board, including its Nominating and Corporate Governance Committee, believes the director nominees possess qualifications, skills and experience that are consistent with the standards for the selection of nominees for election to the Board set forth in our Corporate Governance Guidelines described beginning on page 14 and have demonstrated the ability to effectively oversee The Hartford’s corporate, investment and business operations. Biographical information for each director nominee is described beginning on page 25, including the principal occupation and other public company directorships (if any) held in the past five years and a description of the specific experience and expertise that qualifies each nominee to serve as a director of The Hartford.
✓			The Board recommends a vote "FOR" each director nominee


Board Chair						Independent Lead Director
The roles of CEO and Chairman of the Board (“Chairman”) are held by Christopher Swift. Mr. Swift has served as CEO since July 1, 2014, and was appointed Chairman on January 5, 2015. In late 2014, before Mr. Swift assumed the role of Chairman, the Board deliberated extensively on our board leadership structure, seeking feedback from shareholders and considering corporate governance analysis. The Board concluded then, and continues to believe, that our historical approach of combining the roles of CEO and Chairman while maintaining strong, independent board leadership is the optimal leadership structure for the Board to carry out its oversight of our strategy, business operations and risk management. The Board believes other elements of our corporate governance structure ensure independent directors can perform their role as fiduciaries in the Board’s oversight of management and our business, and minimize any potential conflicts that may result from combining the roles of CEO and Chairman. For example: • All directors other than Mr. Swift are independent; • An empowered and engaged Lead Director provides independent Board leadership and oversight; and • At each regularly scheduled Board meeting, the non-management directors meet in executive session without the CEO and Chairman present (six such meetings in 2024). As part of its evaluation process, the Board reviews its leadership structure annually to ensure it continues to serve the best interests of shareholders and positions the Company for future success.						Whenever the CEO and Chairman roles are combined, our Corporate Governance Guidelines require the independent directors to elect an independent Lead Director. Trevor Fetter was elected our Lead Director in May 2017. The responsibilities and authority of the Lead Director include the following: • Presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors; • Serving as a liaison between the CEO and Chairman and the non-management directors; • Regularly conferring with the Chairman on matters of importance that may require action or oversight by the Board, ensuring the Board focuses on key issues and tasks facing The Hartford; • Approving information sent to the Board and meeting agendas for the Board; • Approving the Board meeting schedules to help ensure that there is sufficient time for discussion of all agenda items; • Maintaining the authority to call meetings of the independent non-management directors; • Approving meeting agendas and information for the independent non-management sessions and briefing, as appropriate, the Chairman on any issues arising out of these sessions; • If requested by shareholders, ensuring that they are available, when appropriate, for consultation and direct communication; and • Leading the Board’s evaluation process and discussion on board refreshment and director tenure, as well as setting and reviewing board goals. The Board believes that these duties and responsibilities provide for strong independent Board leadership and oversight.


Board Evaluation and Development of Goals (May)			The Lead Director, or third-party evaluator, leads a Board evaluation discussion in an executive session guided by the Board’s self-assessment questionnaire and key themes identified through one-on-one discussions. The Board identifies successes and areas for improvement from the prior Board year and establishes formal goals for the year ahead.
Annual Corporate Governance Review / Shareholder Engagement Program (October to December)			The Nominating Committee performs an annual review of The Hartford's corporate governance policies and practices in light of best practices, recent developments and trends. In addition, the Nominating Committee reviews feedback on governance issues provided by shareholders during our annual shareholder engagement program.
Interim Review of Goals (December)			The Lead Director leads the Board's interim review of progress made against the goals established in May.
Board Self-Assessment Questionnaires (February)			The governance review and shareholder feedback inform the development of written questionnaires that the Board and its standing committees use to help guide self-assessment. The Board’s questionnaire covers a wide range of topics, including the Board’s: • Fulfillment of its responsibilities under the Corporate Governance Guidelines; • Effectiveness in overseeing our business plan, strategy and risk management; • Leadership structure and composition; • Relationship with management; and • Processes to support the Board’s oversight function.
One-on-One Discussions (February to May)			The Lead Director, or third-party evaluator, meets individually with each independent director on Board effectiveness, dynamics and areas for improvement. Beginning in 2022, third-party led discussions also include directors' evaluations of their peers.


AUDIT COMMITTEE
CURRENT MEMBERS:* L. De Shon D. James (Chair) K. Winters MEETINGS IN 2024: 9						“During 2024, the Audit Committee maintained a heightened focus on technology risks, particularly cyber threats and advances in artificial intelligence. The Committee also dedicated significant attention to reviewing in-depth assessments of the overall risk and control environments across various lines of business and functional areas, including a strong emphasis on the IT control environment. Additionally, the Committee spent time evaluating management’s loss reserve estimates and addressing new disclosure requirements.” Donna James, Committee Chair since 2024 ROLES AND RESPONSIBILITIES • Oversees the integrity of the company's financial statements. • Oversees accounting, financial reporting and disclosure processes and the adequacy of management’s systems of internal control over financial reporting. • Oversees the company's relationship with, and performance of, the independent registered public accounting firm, including its qualifications and independence. • Considers appropriateness of rotation of independent registered public accounting firm. • Oversees the qualifications, independence and performance of the internal audit function. • Oversees operational risk, business resiliency and cybersecurity. • Oversees the company's compliance with legal and regulatory requirements and our Code of Ethics and Business Conduct. • Discusses with management policies with respect to risk assessment and risk management.
* The Board has determined that all members are “financially literate” within the meaning of the listing standards of the NYSE and “audit committee financial experts” within the meaning of the SEC’s regulations.


COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
CURRENT MEMBERS: C. Dominguez T. Fetter T. Roseborough V. Ruesterholz M. Winter (Chair) MEETINGS IN 2024: 6			“In 2024, the Compensation and Management Development Committee focused on the execution of key leadership appointments including the appointment of Mo Tooker as the Company’s President, as well as appointments resulting from the retirements of the Company’s General Counsel, Heads of Personal Insurance and Employee Benefits and Chief Underwriting Officer, affirming the Company's strategic succession planning and executive development and showcasing its exceptional talent pipeline. The Committee also oversaw the restructuring of the Claims function to report directly to the CEO, with Operations merging into IT. Additionally, executive stock ownership requirements were revised based on shareholder engagement feedback, enhancing transparency and mandating ownership levels.” Matthew Winter, Committee Chair since 2021 ROLES AND RESPONSIBILITIES • Oversees executive compensation and assists in defining an executive total compensation policy. • Works with management to develop a clear relationship between pay levels, performance and returns to shareholders, and to align compensation structure with objectives. • Has the authority to delegate, and has delegated to the Executive Vice President, Human Resources, or her designee, the authority to carry out administrative responsibilities under incentive compensation plans. • Has sole authority to retain, compensate and terminate any consulting firm used to evaluate and advise on executive compensation matters. • Considers independence standards required by the NYSE or applicable law prior to retaining compensation consultants, accountants, legal counsel or other advisors. • Reviews initiatives and progress in the area of human capital management and of the company’s process and analysis for assessing pay equity. • Reviews succession and continuity plans for the CEO and each member of the executive leadership team that reports to the CEO. • Meets annually with a senior risk officer to discuss and evaluate whether incentive compensation arrangements create material risks to the Company. • Responsible for compensation actions and decisions with respect to certain senior executives, as described in the Compensation Discussion and Analysis beginning on page 35.


FINANCE, INVESTMENT AND RISK MANAGEMENT COMMITTEE
CURRENT MEMBERS: L. De Shon (Chair) C. Dominguez T. Fetter D. James A. Rippert T. Roseborough V. Ruesterholz C. Swift M. Winter K. Winters MEETINGS IN 2024: 5			“In 2024, FIRMCo regularly reviewed the macroeconomic outlook and its implications for the Company’s investment portfolio, including private credit and commercial real estate, and insurance underwriting performance; emerging risks related to cyber insurance and the evolving external cyber threat environment; and insurance underwriting practices, including investments across technology, data and AI.” Larry De Shon, Committee Chair since 2023 ROLES AND RESPONSIBILITIES • Reviews and recommends changes to enterprise policies governing management activities relating to major risk exposures such as market risk; liquidity and capital requirements; insurance risks, including acts of terrorism and changing climate or weather patterns; and any other risk that poses a material threat to the strategic viability of the company. • Reviews the company's overall risk appetite framework, which includes an enterprise risk appetite statement, risk preferences, risk tolerances, and an associated limit structure for each of the company's major risks. • Reviews and recommends changes to financial, investment and risk management guidelines. • Provides a forum for discussion among management and the entire Board of key financial, investment, and risk management matters.


NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Current Members: L. De Shon C. Dominguez D. James T. Roseborough (Chair) V. Ruesterholz MEETINGS IN 2024: 5			“In 2024, the Nominating and Corporate Governance Committee continued its focus on board composition and effectiveness. As a result of the Committee’s identification of candidates that would best complement the skills and attributes of the existing directors and position the Board to oversee the company's long-term strategy, the Board appointed two seasoned and highly successful leaders: Kathleen Winters, the former CFO of ADP, and Annette Rippert, the former CEO of the Strategy and Consulting group at Accenture. The Committee also continued its focus on ensuring strong sustainability governance practices, and its oversight of the Company’s political engagement and lobbying activities.” Teresa Roseborough, Committee Chair since 2021 ROLES AND RESPONSIBILITIES • Advises and makes recommendations to the Board on corporate governance matters. • Considers potential nominees to the Board. • Makes recommendations on the organization, size and composition of the Board and its committees. • Considers the qualifications, compensation and retirement of directors. • Reviews policies and reports on political contributions. • Oversees the establishment, management and processes related to ESG activities.


What we heard from shareholders			Actions taken
Recognition of the increased demands on public company directors' time, and support for reducing the number of boards permitted under overboarding policies.			Amended the company's Corporate Governance Guidelines to lower the overboarding threshold for non-CEO directors from four boards (in addition to The Hartford) to three.
Support for shareholders' right to call a special meeting at a reasonable threshold.			Amended the company's By-Laws to allow shareholders who own at least 25% of the Company’s common stock to require that the Company call a special meeting of shareholders (see page 11 for more details).
Support for more rigorous stock ownership requirements and increased disclosure.			Adopted a revised stock ownership and retention policy and increased disclosure about which forms of equity are recognized for adherence (see page 50 for more details).


Sustainability Governance
Under our Corporate Governance Guidelines, the full Board retains oversight responsibility for The Hartford's sustainability matters, including climate-risk issues. Specifically, the Board has the goal of overseeing the company’s journey to operationalizing and embedding sustainability principles into broader enterprise strategy – adapting to the continued rise of stakeholder capitalism and how business lines are managing sustainability risks and seizing opportunities. In addition to the Board's oversight responsibility of substantive sustainability topics, the Nominating Committee retains oversight of the company’s sustainability governance framework.


Director Compensation Program			Annual Cash Compensation
Annual Cash Retainer			$115,000
Committee Chair Retainer: Audit			$35,000
Committee Chair Retainer: FIRMCo			$35,000
Committee Chair Retainer: Compensation			$30,000
Committee Chair Retainer: Nominating			$25,000
Lead Director Retainer			$50,000


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	All Other Compensation ($)	Total ($)
Larry D. De Shon	150,000	190,000	2,159	342,159
Carlos Dominguez	115,000	190,000	2,159	307,159
Trevor Fetter	165,000	190,000	1,427	356,427
Donna James(3)	144,300	190,000	2,159	336,459
Edmund Reese(4)	115,000	—	750	115,750
Teresa W. Roseborough	140,000	190,000	2,159	332,159
Virginia P. Ruesterholz	115,000	190,000	1,427	306,427
Matthew E. Winter	145,000	190,000	2,159	337,159
Kathleen A. Winters(5)	115,000	190,000	893	305,893
Greig Woodring(6)	120,800	190,000	2,311	313,111


	Stock Awards(1)
Name	Stock Grant Date(2)	Number of Shares or Units of Stock That Have Not Vested (#)(3)	Market Value of Shares or Units of Stock That Have Not Vested ($)
Larry D. De Shon	7/29/2024	1,733	189,590
Carlos Dominguez	7/29/2024	1,733	189,590
Trevor Fetter	7/29/2024	1,733	189,590
Donna James	7/29/2024	1,733	189,590
Teresa W. Roseborough	7/29/2024	1,733	189,590
Virginia P. Ruesterholz	7/29/2024	1,733	189,590
Matthew E. Winter	7/29/2024	1,733	189,590
Kathleen Winters	7/29/2024	1,733	189,590


By internet	By telephone	By mail

Visit 24/7 www.ethicspoint.com	1-866-737-6812 (U.S. and Canada) 1-866-737-6850 (all other countries)	The Hartford c/o EthicsPoint P.O. Box 230369 Portland, Oregon 97281


Experience / Qualification			Relevance to The Hartford
Leadership			Experience in significant leadership positions provides us with new insights, and demonstrates key management disciplines that are relevant to the oversight of our business.
Insurance and Financial Services Industries			Extensive experience in the insurance and financial services industries provides an understanding of the complex regulatory and financial environment in which we operate and is highly important to strategic planning and oversight of our business operations.
Digital/Technology			Expertise in digital and technology, including artificial intelligence and data, is important in light of the speed of digital progress and the development of disruptive technologies both in the insurance industry and more broadly.
Corporate Governance			An understanding of organizations and governance supports management accountability, transparency and protection of shareholder interests.
Risk Management			Risk management experience is critical in overseeing the risks we face today and those emerging risks that could present in the future.
Finance and Accounting			Finance and accounting experience is important in understanding and reviewing our business operations, strategy and financial results.
Business Operations and Strategic Planning			An understanding of business operations and processes, and experience making strategic decisions, are critical to the oversight of our business, including the assessment of our operating plan and business strategy.
Regulatory			An understanding of laws and regulations is important because we operate in a highly regulated industry and we are directly affected by governmental actions.
Human Capital Management			We place great importance on attracting and retaining superior talent, and motivating employees to achieve desired enterprise and individual performance objectives.


ITEM 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
In accordance with its Board-approved charter, the Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent external audit firm retained to audit the company’s financial statements. The Audit Committee has appointed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Deloitte has been retained as the Company’s independent registered public accounting firm since 2002. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm. In selecting Deloitte for fiscal year 2025, the Audit Committee carefully considered, among other items: • The professional qualifications of Deloitte, the lead audit partner and other key engagement partners; • Deloitte’s depth of understanding of the Company’s businesses, accounting policies and practices and internal control over financial reporting; • Deloitte’s quality controls and its processes for maintaining independence; and • The appropriateness of Deloitte’s fees for audit and non-audit services. The Audit Committee oversees and is ultimately responsible for the outcome of audit fee negotiations associated with the Company’s retention of Deloitte. In addition, when a rotation of the audit firm’s lead engagement partner is mandated, the Audit Committee and its chair are directly involved in the selection of Deloitte’s new lead engagement partner. The members of the Audit Committee and the Board believe that the continued retention of Deloitte to serve as the Company’s independent external auditor is in the best interests of the Company and its investors. Although shareholder ratification of the appointment of Deloitte is not required, the Board requests ratification of this appointment by shareholders. If shareholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain Deloitte. Representatives of Deloitte will attend the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.
✓			The Board recommends that shareholders vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025


	Year Ended December 31, 2024		Year Ended December 31, 2023
Audit fees	$	10,958,000	$	11,273,000
Audit-related fees(1)	$	1,576,000	$	1,598,000
Tax fees(2)	$	60,000	$	60,000
All other fees(3)	$	—	$	68,000
Total	$	12,594,000	$	12,999,000


ITEM 3 ADVISORY APPROVAL OF 2024 COMPENSATION OF NAMED EXECUTIVE OFFICERS
Section 14A of the Exchange Act provides our shareholders with the opportunity to vote to approve, on an advisory basis, the compensation of our NEOs as disclosed in this proxy statement in accordance with the rules of the SEC. We currently intend to hold these votes on an annual basis. As described in detail in the Compensation Discussion and Analysis beginning on page 35, our executive compensation program is designed to promote long-term shareholder value creation and support our strategy by: (1) encouraging profitable organic growth and ROE performance while maintaining an ethical culture, (2) providing market-competitive compensation opportunities designed to attract and retain talent needed for long-term success, and (3) appropriately aligning pay with short- and long-term performance. The advisory vote on this resolution is not intended to address any specific element of compensation; rather, it relates to the overall compensation of our NEOs, as well as the philosophy, policies and practices described in this proxy statement. You have the opportunity to vote for, against or abstain from voting on the following resolution relating to executive compensation: RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the narrative discussion contained in this proxy statement. Because the required vote is advisory, it will not be binding upon the Board. The Compensation Committee will, however, take into account the outcome of the vote when considering future executive compensation arrangements.
✓			The Board recommends that shareholders vote “FOR” the above resolution to approve our compensation of named executive officers as disclosed in the Compensation Discussion and Analysis, the compensation tables and the narrative discussion contained in this proxy statement.


Name			Title
Christopher Swift			Chairman and Chief Executive Officer
Beth Costello			Executive Vice President and Chief Financial Officer
Adin Morris Tooker			President
Deepa Soni*			Executive Vice President and Chief Information and Operations Officer
Amy Stepnowski			Executive Vice President and Chief Investment Officer; President of HIMCO



			The Compensation Committee believes retaining the flexibility to adjust the formulaic AIP funding is aligned with shareholders' interests because it allows the Compensation Committee to arrive at a final AIP funding level that best rewards holistic company performance and mitigates the risk inherent in a strictly formulaic approach. Using a strict formula may have unintended consequences due to events or market conditions unanticipated when goals are set, or may overemphasize short-term performance at the expense of long-term shareholder returns or undervalue achievements that are not yet evident in our financial performance. These factors are particularly relevant in the P&C insurance industry, where the “cost of goods sold” (that is, the amount of insured losses) is not known at the time of sale and develops over time — in some cases over many years. Because of this industry dynamic, a substantial majority of our 2024 Corporate Peer Group (listed on page 49) include discretion in their annual award design.


			2024 Compensation Core Earnings*
2024 AIP Funding Level: When setting the operating plan, which forms the basis for the Compensation Core Earnings target, management and the Board anticipated strong premium growth in Property & Casualty and modest growth in Employee Benefits, significant improvement in personal auto loss ratios and modest improvement in the group life loss ratio, and higher net investment income; partially offset by rising group disability and voluntary loss ratios, increased underwriting and operating expenses, higher Business Insurance non-cat property losses, a slight deterioration in workers’ compensation, and higher current accident year catastrophes.