Hartford Insurance Group, Inc PRE 14A, filed Mar 26, 2024

Hartford Insurance Group, Inc. (HIG)

PRE 14A 2024-03-26 For: 2024-03-26

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Added on October 20, 2026

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


PROXY SUMMARY			5
BOARD AND GOVERNANCE MATTERS			14
Item 1: Election of Directors			14
Governance Practices and Framework			14
Board Composition and Refreshment			18
Committees of the Board			20
The Board's Role and Responsibilities			23
Director Compensation			28
Certain Relationships and Related Party Transactions			30
Communicating with the Board			30
Director Nominees			31
AUDIT MATTERS			38
Item 2: Ratification of Independent Registered Public Accounting Firm			38
Fees of the Independent Registered Public Accounting Firm			38
Audit Committee Pre-Approval Policies and Procedures			39
Report of the Audit Committee			39
COMPENSATION MATTERS			40
Item 3: Advisory Vote to Approve Executive Compensation			40
Compensation Discussion and Analysis			41
Executive Summary			41
Components of the Compensation Program			46
Process for Determining Senior Executive Compensation (Including NEOs)			55
2023 Named Executive Officers' Compensation and Performance			55
Compensation Policies and Practices			57
Effect of Tax and Accounting Considerations on Compensation Design			58
Report of the Compensation and Management Development Committee			59
Executive Compensation Tables			60
CEO Pay Ratio			71
Pay Versus Performance			71
MANAGEMENT PROPOSAL			75
Item 4: Vote on Management Proposal to amend the Company’s Restated Certificate of Incorporation to limit the liability of certain officers of the Company, as permitted by recent amendments to Delaware law			75
INFORMATION ON STOCK OWNERSHIP			77
Directors and Executive Officers			77
Certain Shareholders			78
Delinquent Section 16(a) Reports			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 GAAP TO NON-GAAP FINANCIAL MEASURES			84
APPENDIX B: AMENDMENT TO CERTIFICATE OF INCORPORATION			89


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



ENVIRONMENT We recognize the risks that climate change poses to people, businesses and communities and understand the role our industry plays in managing and mitigating those risks. We are committed to reducing our own environmental impact and supporting customers and business partners as we collectively transition to a greener society.						SOCIAL \| EMPLOYEES Responsible growth rests with attracting, developing, and retaining top talent, talent which reflects and understands the needs and aspirations of the diverse customers and communities that we serve. We believe that this can only be achieved if everyone feels able to bring their authentic selves to work, and we are committed to creating an inclusive culture in which all employees can thrive, and help the Company achieve its financial and sustainability objectives.










						SOCIAL \| CUSTOMERS Putting customers first is our top priority. Our insight-led products and commitment to empathetic, high-quality service bring peace of mind to our customers and support them through the most challenging of times; while empowering them to build resilience to future incidents.


GOVERNANCE Doing the right thing every day is core to our character– and we are proud of our reputation for being a company that places ethics and integrity above all else.


						SOCIAL \| COMMUNITY Our purpose of underwriting human achievement transcends the products and services we offer to include using our knowledge, data, people and resources to make positive contributions to society. Our community engagement is focused on advancing equity, addressing the critical needs of our neighbors, enabling human achievement, and supporting the causes our employees care about most.


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 2024.
✓			The Board recommends a vote "FOR" this item


			The Hartford Financial Services Group, Inc.
			(Name of Registrant as Specified In Its Charter)

			(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


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 supported by industry-leading sustainability practices, (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


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, retention and market data. • Designed to drive long-term performance, align senior executive interests with shareholders, and foster retention • Award mix (50% performance shares and 50% stock options) rewards stock price performance, peer-relative shareholder returns (stock price and dividends) and operating performance


Target Pay Mix — CEO
Salary 8%	Annual Incentive 22%	Long-Term Incentive 70%


	Variable with Performance: 92%


Target Pay Mix — Other NEOs
Salary 20%	Annual Incentive 30%	Long-Term Incentive 50%


	Variable with Performance: 80%


2023 Compensation Decisions						Rationale
The Compensation Committee approved an AIP funding level of 117% of target.						Performance against the pre-established Compensation Core Earnings target produced a formulaic AIP funding level of 117% of target (page 47). The Compensation Committee undertook its qualitative review of performance and concluded that the formulaic AIP funding level appropriately reflected 2023 performance. Accordingly, no adjustments were made.
The Compensation Committee certified a 2021-2023 performance share award payout at 200% of target.						The Company's average annual Compensation Core ROE during the performance period was 14.5%, 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 80th percentile of the performance peers, resulting in a 183% payout for the TSR component (50% of the award) (page ). While the Company's strong performance against the financial metrics, combined with achievement of its diverse executive representation goals would have resulted in a total payout of 211% of target, the total payout is capped at 200% and the 2021-2023 performance share awards paid out at 200%.


	Base Salary				AIP Award				LTI Award				Total Compensation
NEO	2023		Change from 2022		2023		Change from 2022		2023		Change from 2022		2023		Change from 2022
Christopher Swift	$	1,200,000	0.0	%	$	3,861,000	(13.0)	%	$	10,500,000	5.0	%	$	15,561,000	(0.5)	%
Beth Costello	$	775,000	0.0	%	$	1,579,500	(17.9)	%	$	2,425,000	(3.0)	%	$	4,779,500	(8.1)	%
David Robinson	$	650,000	0.0	%	$	994,500	(16.0)	%	$	1,800,000	(10.0)	%	$	3,444,500	(10.2)	%
Deepa Soni	$	700,000	7.7	%	$	936,000	(9.7)	%	$	1,400,000	12.0	%	$	3,036,000	3.4	%

Amy Stepnowski	$	600,000	9.1	%	$	1,287,000	(13.0)	%	$	1,100,000	10.0	%	$	2,987,000	(1.4)	%


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)
✓			Prohibition on hedging, monetization, derivative and similar transactions with company securities
✓			Prohibition on Senior Executives pledging company securities
✓			Stock ownership guidelines for directors and 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


ITEM 4 MANAGEMENT PROPOSAL TO AMEND THE COMPANY’S CHARTER TO PERMIT THE EXCULPATION OF OFFICERS CONSISTENT WITH CHANGES TO DELAWARE GENERAL CORPORATION LAW
Vote on the management proposal that shareholders approve an amendment to our Restated Certificate of Incorporation limiting the liability of certain officers of the Company, as permitted by recent amendments to Delaware law.
✓			The Board of Directors recommends that shareholders vote "FOR" this Proposal for the following reasons: •The proposed changes will better incentivize officers to use their business judgment without fear of personal loss; •The proposed changes will help to limit expensive and distracting litigation; and •Not adopting such changes may impact our ability to attract and retain top executive talent in the future.


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 18 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 31, 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 2023). 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, including mix of experience, skills, diversity and tenure; • 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 E. Reese G. Woodring (Chair) MEETINGS IN 2023: 9						“In 2023, the Audit Committee had a heightened focus on technology risks, including the Company’s resilience and recoverability in the event of a disaster or cyber event. The Committee’s focus included reviewing assessments of third party risks for vendors supporting critical technology functions. The Committee also continued to review in-depth assessments of overall risk and control environments for various lines of business and functional areas, while also reviewing processes for evaluating loss reserves that are more difficult to estimate, as well as the impacts of several new SEC disclosure requirements.” Greig Woodring, Committee Chair since 2022 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 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 2023: 7			“In 2023, the Compensation and Management Development Committee reviewed the Company’s variable compensation plans in light of positive operational results and share price performance despite a challenging environment (e.g., Personal Lines macroeconomic conditions), including top tier ROE performance relative to peers. The Committee focused on key leadership appointments resulting from the retirements of the Company’s General Counsel and Head of Small Commercial and Personal Lines, validating the Company’s strategic approach to succession planning and executive development and showcasing the Company’s outstanding pipeline of talent.” 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, including an annual review of the diversity of the company’s workforce and diversity, equity and inclusion (“DEI”) programs, 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 41.


FINANCE, INVESTMENT AND RISK MANAGEMENT COMMITTEE
CURRENT MEMBERS: L. De Shon (Chair) C. Dominguez T. Fetter D. James E. Reese T. Roseborough V. Ruesterholz C. Swift M. Winter G. Woodring MEETINGS IN 2023: 5			“In 2023, FIRMCo regularly reviewed the macroeconomic outlook and its implications for the Company’s investment portfolio, including commercial real estate, and insurance underwriting performance; emerging risks related to cyber insurance and the evolving external cyber threat environment; property catastrophe exposures, particularly in light of potential climate change and severe weather events; and insurance underwriting practices, including potential implications of escalating geopolitical conflicts.” 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 2023: 4			“Focus areas for the Nominating Committee in 2023 included board composition and succession planning, assessing shareholder feedback on our sustainability agenda and corporate governance profile, monitoring the potential impacts of the political and policy landscape, and oversight of Board and management governance constructs to ensure the identification, assessment and escalation of material issues.” 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.


UNDERWRITING HUMAN ACHIEVEMENT
Supporting Resiliency and Entrepreneurship for our Customers and Communities	Improving Health and Well-being	Delivering Inclusive Growth	Advancing the Energy Transition and Reducing Emissions
We aspire to build resilient and entrepreneurial communities that can adapt rapidly to changing circumstances and mitigate risks before they take place	We promote mental and physical prosperity by providing our customers, employees and communities with tools to improve their lives and the lives of their families	We promote a more diverse and inclusive world by providing resources and opportunities to our diverse customers, business partners and employees	We support the energy transition by providing risk-transfer services to low carbon technologies and transitioning companies; we reduce our emissions and help our customers and business partners achieve their goals


Sustainability Governance
Under our Corporate Governance Guidelines, the full Board retains oversight responsibility for The Hartford's sustainability strategy and profile, including its management of ESG-related activities and 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 ESG risks and seizing opportunities. In furtherance of that oversight, the Board receives and provides input on a "deep dive" report on at least one sustainability topic annually. In addition to the Board's oversight responsibility of substantive ESG topics, the Nominating Committee retains oversight of the company’s sustainability governance framework, including processes related to ESG activities. The Company has now implemented its go-forward sustainability governance framework. This comprised the appointment of our first Chief Sustainability Officer and the establishment of an Office of Sustainability, with experts dedicated to managing and facilitating ESG work across the enterprise. The company's Sustainability Governance Committee, a management committee comprised of senior leaders from across the enterprise, sets and helps drive execution of the company's sustainability strategy. The Sustainability Governance Committee was reconstituted in 2022 with increased C-level participation, and formal lines were built to dedicated subcommittees aligned to our core sustainability priorities, including climate risk, underwriting and investments, and DEI. This fortified structure lets us optimize our identification, assessment, and escalation of ESG risks and opportunities no matter where they arise. The Sustainability Governance Committee meets five times a year.


Director Compensation Program			Annual Cash Compensation
Annual Cash Retainer			$110,000
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(3)	139,400	180,000	1,427	320,827
Carlos Dominguez	110,000	180,000	2,159	292,159
Trevor Fetter	160,000	180,000	1,427	341,427
Donna James	110,000	180,000	2,159	292,159
Kathryn A. Mikells(4)	145,000	—	914	145,914
Edmund Reese(5)	110,000	180,000	13,033	303,033
Teresa W. Roseborough	135,000	180,000	2,159	317,159
Virginia P. Ruesterholz	110,000	180,000	1,427	291,427
Matthew E. Winter	140,000	180,000	2,159	322,159
Greig Woodring	145,000	180,000	3,107	328,107


	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	7/31/2023	2,519	202,477
Carlos Dominguez	7/31/2023	2,519	202,477
Trevor Fetter	7/31/2023	2,519	202,477
Donna James	7/31/2023	2,519	202,477

Edmund Reese	7/31/2023	2,519	202,477
Teresa W. Roseborough	7/31/2023	2,519	202,477
Virginia P. Ruesterholz	7/31/2023	2,519	202,477
Matthew E. Winter	7/31/2023	2,519	202,477
Greig Woodring	7/31/2023	2,519	202,477


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			Digital and technology expertise 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 (“D&T”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. D&T 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 D&T for fiscal year 2024, the Audit Committee carefully considered, among other items: • The professional qualifications of D&T, the lead audit partner and other key engagement partners; • D&T’s depth of understanding of the Company’s businesses, accounting policies and practices and internal control over financial reporting; • D&T’s quality controls and its processes for maintaining independence; • The appropriateness of D&T’s fees for audit and non-audit services; and • D&T’s commitment to diversity & inclusion. The Audit Committee oversees and is ultimately responsible for the outcome of audit fee negotiations associated with the Company’s retention of D&T. 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 D&T’s new lead engagement partner. The members of the Audit Committee and the Board believe that the continued retention of D&T 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 D&T 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 D&T. Representatives of D&T 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, 2024


	Year Ended December 31, 2023		Year Ended December 31, 2022
Audit fees	$	11,273,000	$	10,572,000
Audit-related fees(1)	$	1,598,000	$	1,046,000
Tax fees(2)	$	60,000	$	68,000
All other fees(3)	$	68,000	$	650,000
Total	$	12,999,000	$	12,336,000


ITEM 3 ADVISORY APPROVAL OF 2023 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 41, 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 supported by industry-leading sustainability practices, (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
David Robinson			Executive Vice President and General Counsel
Deepa Soni			Executive Vice President, Head of Technology, Data, Analytics & Information Security
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 2023 Corporate Peer Group (listed on page 56) include discretion in their annual award design.


			2023 Compensation Core Earnings*
2023 AIP Funding Level: When setting the operating plan, which forms the basis for the Compensation Core Earnings target, management and the Board anticipated renewal written price increases in Commercial Lines, excluding workers' compensation, as well as strong retention and new business growth; fairly stable loss cost trends with some moderation in property severity; an acceleration in Personal Lines renewal written price for automobile in response to continued elevation of loss cost severity trends with an expectation to have exceeded loss costs by the fourth quarter of the year, while earned pricing in homeowners would exceed loss cost trends throughout the year; an improvement in group life loss ratios over prior year, as well as moderation of recent favorable incidence and recovery trends in group disability; and an approximate 50 basis point increase in investment yields, before tax, excluding limited partnerships and other alternative investments.