Hartford Insurance Group, Inc DEF 14A, filed Apr 9, 2026

Hartford Insurance Group, Inc. (HIG)

DEF 14A 2026-04-09 For: 2026-04-09

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Added on June 13, 2026

About this DEF 14A

Hartford Insurance Group, Inc filed this DEF 14A on April 9, 2026.

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


PROXY SUMMARY			4
BOARD AND GOVERNANCE MATTERS			12
Item 1: Election of Directors			12
Governance Practices and Framework			13
Board Composition and Refreshment			16
Committees of the Board			18
The Board's Role and Responsibilities			21
Director Compensation			25
Certain Relationships and Related Party Transactions			27
Communicating with the Board			27
Director Nominees			28
AUDIT MATTERS			35
Item 2: Ratification of Independent Registered Public Accounting Firm			35
Fees of the Independent Registered Public Accounting Firm			35
Audit Committee Pre-Approval Policies and Procedures			37
Report of the Audit Committee			37
COMPENSATION MATTERS			38
Item 3: Advisory Vote to Approve Executive Compensation			38
Compensation Discussion and Analysis			39
Executive Summary			39
Components of the Compensation Program			44
2025 Named Executive Officers' Compensation and Performance			48
Process for Determining Senior Executive Compensation (Including NEOs)			52
Compensation Policies and Practices			54
Effect of Tax and Accounting Considerations on Compensation Design			55
Report of the Compensation and Management Development Committee			56
Executive Compensation Tables			58
CEO Pay Ratio			70
Pay Versus Performance			71
SHAREHOLDER PROPOSAL			73
Item 4: Vote on Shareholder Proposal that the Company Adopt Written Consent Rights for Shareholders			73
INFORMATION ON STOCK OWNERSHIP			77
Directors and Executive Officers			77
Certain Shareholders			78

INFORMATION ABOUT THE HARTFORD’S ANNUAL MEETING OF SHAREHOLDERS			79
Householding of Proxy Materials			79
Frequently Asked Questions			79
Other Information			83
APPENDIX A: RECONCILIATION OF U.S. GAAP TO NON-GAAP FINANCIAL MEASURES			84


01
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


02
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 2026.
☑			The Board recommends a vote "FOR" this item


03
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 component with target award opportunity based on market data and individual factors • 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 18%	Long-Term Incentive 75%


	Variable with Performance: 93%


Target Pay Mix — Other NEOs
Salary 17%	Annual Incentive 29%	Long-Term Incentive 54%


	Variable with Performance: 83%


2025 Compensation Decisions						Rationale
The Compensation Committee approved an AIP funding level of 176% of target.						Performance against the pre-established Compensation Core Earnings target produced a formulaic AIP funding level of 176% of target (page 44). The Compensation Committee undertook its qualitative review of performance and concluded that the formulaic AIP funding level appropriately reflected 2025 performance. Accordingly, no adjustments were made.
The Compensation Committee certified a 2023-2025 performance share award payout at 176% of target.						The Company's average annual Compensation Core ROE during the performance period was 17.4%, resulting in a payout of 168% of target for the ROE component (50% of the award). The company's TSR during the period was at the 80th percentile of the performance peers, resulting in a 183% payout for the TSR component (50% of the award). The combined performance metrics yielded a payout of 176% of target (page 48).


	Base Salary				AIP Award				LTI Award				Total Compensation
NEO	2025		Change from 2024		2025		Change from 2024		2025		Change from 2024		2025		Change from 2024
Christopher Swift	$	1,200,000	0.0	%	$	5,808,000	23.1	%	$	13,650,000	13.8	%	$	20,658,000	15.3	%
Beth Costello	$	850,000	6.3	%	$	2,904,000	50.4	%	$	3,000,000	15.4	%	$	6,754,000	26.7	%
A. Morris Tooker	$	850,000	13.3	%	$	2,829,300	80.3	%	$	3,500,000	105.9	%	$	7,179,300	78.6	%
Amy Stepnowski	$	650,000	8.3	%	$	2,024,000	28.7	%	$	1,900,000	35.7	%	$	4,574,000	28.0	%
Donald Hunt*	$	650,000	NA*		$	1,408,000	NA*		$	1,350,000	NA*		$	3,408,000	NA*


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 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)


04
Shareholder Proposal on the Right to Act by Written Consent
Vote on the shareholder proposal that the Board takes the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting.
☒			The Board of Directors recommends that shareholders vote "AGAINST" this Proposal for the following reasons: •The Hartford already provides a meaningful special meeting right that reflects market practice and investor expectations. •Written consent would bypass the safeguards of a meeting – reducing transparency and equal access among shareholders. •Written consent can enable rushed or coercive outcomes and undermine Board effectiveness. •The Hartford is committed to strong corporate governance practices and provides shareholders with other channels to effectively raise concerns outside the annual meeting cycle.


01
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 13 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 28, 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.


2			www.thehartford.com


4			www.thehartford.com


6			www.thehartford.com


8			www.thehartford.com


Board Chair						Independent Lead Director
The roles of CEO and Chair of the Board (“Chair”) are held by Christopher Swift. Mr. Swift has served as CEO since July 1, 2014, and was appointed Chair on January 5, 2015. In late 2014, before Mr. Swift assumed the role of Chair, 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 Chair 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 Chair. 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 Chair present (six such meetings in 2025). 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 Chair 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 CEO and Chair is not present, including executive sessions of the independent directors; • Serving as a liaison between the CEO and Chair and the non-management directors; • Regularly conferring with the CEO and Chair 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 meeting agendas for the Board and conferring with the Chair on information to be presented to 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 CEO and Chair 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:* T. Bartlett L. De Shon D. James (Chair) A. Rippert K. Winters MEETINGS IN 2025: 9						“During 2025, the Audit Committee operated against a backdrop of accelerating technological change—particularly the rapid adoption of generative artificial intelligence—which heightened the importance of oversight of technology and cybersecurity risks, including governance and controls. The Committee also reviewed in-depth assessments of operational and financial risk and control environments across key business areas, with particular attention to third-party risk and resiliency. Additionally, the Committee evaluated management’s loss reserve estimates, monitored evolving disclosure requirements, and oversaw enhancements to internal audit and ethics and compliance frameworks.” 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 2025: 8			“In 2025, the Compensation and Management Development Committee oversaw The Hartford’s talent development and senior management succession, including leadership transitions and organizational changes, such as expanded roles for the Chief Information Officer and the Chief Data, Artificial Intelligence and Operations Officer to strengthen focus on critical technology-and-operations priorities, as well as the appointment of a new Chief Risk Officer following a planned retirement. Consistent with its oversight responsibilities, the Committee addressed evolving risk considerations and reaffirmed its commitment to equitable pay practices and shareholder engagement.” 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 39.


Finance, Investment and Risk Management Committee
CURRENT MEMBERS: T. Bartlett L. De Shon (Chair) C. Dominguez T. Fetter D. James A. Rippert T. Roseborough V. Ruesterholz C. Swift M. Winter K. Winters MEETINGS IN 2025: 5			“In 2025, FIRMCo navigated a dynamic and uncertain macroeconomic environment—including shifting interest rate expectations and geopolitical volatility—while focusing on its implications for the Company’s investment portfolio including private credit, commercial real estate, infrastructure and energy; property catastrophe exposures including related risk management strategies and insurance underwriting appetite; and emerging risks including continued acceleration of technology evolution, the ever-increasing utilization of AI, reliance on third parties, and sophistication of cyber-attacks.” 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 2025: 5			“During the 2025-2026 Board year, 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 position the Board to oversee the Company's long-term strategy, the Board appointed Tom Bartlett, former President and CEO of American Tower, bringing C-suite experience and deep financial and operational expertise to complement existing director skills. The Committee also focused on proactive Board succession planning and Committee chair rotations, and reaffirmed its commitment to continued engagement with shareholders.” 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 sustainability strategy, governance and activities.


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 ($)	Total ($)
Thomas A. Bartlett	115,000	190,000	1,397	306,397
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	2,159	357,159
Donna James	150,000	190,000	2,159	342,159
Annette P. Rippert(3)	144,300	238,300	1,321	383,921
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 Winters(4)	115,000	190,000	1,151	306,151


	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 ($)
Thomas A. Bartlett	7/30/2025	1,530	210,834
Larry D. De Shon	7/30/2025	1,530	210,834
Carlos Dominguez	7/30/2025	1,530	210,834
Trevor Fetter	7/30/2025	1,530	210,834
Donna James	7/30/2025	1,530	210,834
Annette P. Rippert	7/30/2025	1,530	210,834
Teresa W. Roseborough	7/30/2025	1,530	210,834
Virginia P. Ruesterholz	7/30/2025	1,530	210,834
Matthew E. Winter	7/30/2025	1,530	210,834
Kathleen Winters	7/30/2025	1,530	210,834


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.
Emerging Technology			Expertise in emerging technologies, including artificial intelligence and data, is important in light of the speed of 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.


02
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, 2026. 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 2026, 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, 2026.


	Year Ended December 31, 2025		Year Ended December 31, 2024
Audit fees	$	11,490,000	$	10,958,000
Audit-related fees(1)	$	1,596,000	$	1,576,000
Tax fees(2)	$	60,000	$	60,000
All other fees(3)	$	126,000	$	—
Total	$	13,272,000	$	12,594,000


03
Advisory Approval of 2025 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 39, 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
Amy Stepnowski			Executive Vice President and Chief Investment Officer; President of HIMCO
Donald Hunt			Executive Vice President and General Counsel
Deepa Soni*			Former Executive Vice President and Chief Information and Operations Officer


	Base Salary				Actual AIP Award				LTI Award				Total Compensation
NEO	2025		Change from 2024		2025		Change from 2024		2025		Change from 2024		2025		Change from 2024
Christopher Swift	$	1,200,000	0.0	%	$	5,808,000	23.1	%	$	13,650,000	13.8	%	$	20,658,000	15.3	%
Beth Costello	$	850,000	6.3	%	$	2,904,000	50.4	%	$	3,000,000	15.4	%	$	6,754,000	26.7	%
A. Morris Tooker	$	850,000	13.3	%	$	2,829,300	80.3	%	$	3,500,000	105.9	%	$	7,179,300	78.6	%
Amy Stepnowski	$	650,000	8.3	%	$	2,024,000	28.7	%	$	1,900,000	35.7	%	$	4,574,000	28.0	%
Donald Hunt*	$	650,000	NA*		$	1,408,000	NA*		$	1,350,000	NA*		$	3,408,000	NA*



			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, many other companies in our 2025 Corporate Peer Group (listed on page 53) include discretion in their annual award design.


			2025 Compensation Core Earnings*
2025 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 Business Insurance, significant improvement in personal auto loss ratios, and higher net investment income; partially offset by rising group disability incidence and life loss ratios, higher Business Insurance non-catastrophe property losses, no favorable prior year developments, higher current accident year catastrophes, higher IT investment related expenses, and fewer tax benefits.


Qualitative Criteria						Rationale
Composition of Earnings						Understanding trends that drove earnings informs how the Compensation Committee thinks about holistic company performance.
Strategic Initiatives						Strategic initiatives position the Company for long term-growth and often represent significant successes in a given year, but such initiatives may not be reflected or may reflect negatively in the quantitative formula.
Peer-Relative Performance						Performance against the public companies within our 2025 Corporate Peer Group on key financial metrics and TSR is not captured in the quantitative formula but informs how the Compensation Committee thinks about holistic company performance.
Risk and Compliance						Linked to strategy of attracting and retaining talent, as prospective employees are significantly more likely to work for a company that has a strong reputation of ethical conduct.
Strategic Expense Management						Managing expenses is critical to maintaining competitive pricing and freeing up resources for investments in the business.


2025 - 2027 LTI Awards
Stock Options 25%			Performance Shares (TSR-linked) 25%
Performance Shares (Compensation Core ROE-linked) 50%