Hartford Insurance Group, Inc DEF 14A, filed Apr 6, 2023

Hartford Insurance Group, Inc. (HIG)

DEF 14A 2023-04-06

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Added on June 13, 2026

About this DEF 14A

Hartford Insurance Group, Inc filed this DEF 14A on April 6, 2023.

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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			12
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			36
Report of the Audit Committee			36
COMPENSATION MATTERS			37
Item 3: Advisory Vote to Approve Executive Compensation			37
Compensation Discussion and Analysis			38
Executive Summary			38
Components of the Compensation Program			43
Process for Determining Senior Executive Compensation (Including NEOs)			51
2022 Named Executive Officers' Compensation and Performance			51
Compensation Policies and Practices			53
Effect of Tax and Accounting Considerations on Compensation Design			54
Report of the Compensation and Management Development Committee			55
Executive Compensation Tables			56
CEO Pay Ratio			69
Pay Versus Performance			69
SHAREHOLDER PROPOSAL			72
Item 4: Vote on Shareholder Proposal That the Company’s Board Adopt and Disclose a Policy for the Time Bound Phase Out of Underwriting Risks Associated with New Fossil Fuel Exploration and Development Projects			72
INFORMATION ON STOCK OWNERSHIP			75
Directors and Executive Officers			75
Certain Shareholders			76
Delinquent Section 16(a) Reports
INFORMATION ABOUT THE HARTFORD’S ANNUAL MEETING OF SHAREHOLDERS			77
Householding of Proxy Materials			77
Frequently Asked Questions			77
Other Information			81
APPENDIX A: RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES			82


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 As an insurer we appreciate the risks that environmental challenges present to people and communities. Our 2050 net zero goal is indicative of that appreciation, and also a motivating force behind our work. As environmental stewards, we commit to mitigating climate change and building community resilience to its impacts.						SOCIAL \| EMPLOYEES Responsible growth depends on the attraction, retention and development of top-flight talent. That talent both requires and enables us to fulfill the needs and aspirations of the diverse customers and communities we serve.










						SOCIAL \| CUSTOMERS Our top priority is to foster resiliency – bringing crucial support and peace of mind to our customers through the most challenging of times. Our insight-driven products and our commitment to empathetic, high-quality service are the keys to our customer approach.


GOVERNANCE We are proud of our role as an industry leader in exhibiting outstanding governance practices and ethical standards, and we have fortified our sustainability governance model to reflect that standard and to prepare for the adaptive challenges that ESG will bring.


						SOCIAL \| COMMUNITY Our commitment to our communities transcends the products and services we offer – it includes using our knowledge, data, people and resources to make positive contributions to society. Our community engagement focuses on advancing social equity, addressing the critical needs of our neighbors in our communities, 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 2023.
✓			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 21%	Long-Term Incentive 70%


	Variable with Performance: 91%


Target Pay Mix — Other NEOs*
Salary 17%	Annual Incentive 26%	Long-Term Incentive 58%


	Variable with Performance: 84%


2022 Compensation Decisions						Rationale
The Compensation Committee approved an AIP funding level of 148% of target						Performance against the pre-established Compensation Core Earnings target produced a formulaic AIP funding level of 164% of target. The Compensation Committee reduced this funding level to 148% following its qualitative review, taking into account extraordinary returns on real estate partnerships that were significantly above operating plan assumptions (page 44).
The Compensation Committee certified a 2020-2022 performance share award payout at 121% of target.						The Company's average annual Compensation Core ROE during the performance period was 12.7%, resulting in a payout of 163% of target for the ROE component (50% of the award). The company's TSR during the period was at the 47th percentile of the performance peers, resulting in a 79% payout for the TSR component (50% of the award) (page 47).


	Base Salary				AIP Award				LTI Award				Total Compensation
NEO	2022		Change from 2021		2022		Change from 2021		2022		Change from 2021		2022		Change from 2021
Christopher Swift	$	1,200,000	4.3	%	$	4,440,000	(6.3)	%	$	10,000,000	8.1	%	$	15,640,000	3.3	%
Beth Costello	$	775,000	6.9	%	$	1,924,000	(6.3)	%	$	2,500,000	25.0	%	$	5,199,000	8.8	%
Douglas Elliot	$	950,000	0.0	%	$	2,812,000	(6.3)	%	$	5,450,000	0.0	%	$	9,212,000	(2.0)	%
David Robinson	$	650,000	8.3	%	$	1,184,000	(3.3)	%	$	2,000,000	37.9	%	$	3,834,000	17.1	%

Deepa Soni	$	650,000	NA*		$	1,036,000	NA*		$	1,250,000	NA*		$	2,936,000	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
✓			Claw-back provisions in compensation and severance plans
✓			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 SHAREHOLDER PROPOSAL THAT THE COMPANY ADOPT AND DISCLOSE A POLICY FOR THE TIME BOUND PHASE OUT OF UNDERWRITING RISKS ASSOCIATED WITH NEW FOSSIL FUEL EXPLORATION AND DEVELOPMENT PROJECTS
Vote on the shareholder proposal that The Hartford’s Board of Directors adopt and disclose a policy for the time bound phase out of underwriting risks associated with new fossil fuel exploration and development projects.
×			The Board of Directors recommends that shareholders vote "AGAINST" this Proposal for the following reasons: •The Hartford has established itself as a U.S. insurance industry leader in its commitment to address climate change through a proactive, balanced and pragmatic approach. •Proscriptive approaches to address climate change fail to account for the complexities of the U.S. insurance system or the role the fossil fuel industry must play in energy transition. Divestitures and boycotts are not the optimal foundation to reach net zero. •Recent geopolitical and economic events have underscored the need for insurers to remain pragmatic and flexible in their underwriting approach during the energy transition. •U.S. insurers are operating in an increasingly complex regulatory environment, making a balanced and pragmatic approach to underwriting of vital importance. •A strong majority and wide variety of stakeholders support The Hartford’s energy transition approach.


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 16 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


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 2022). 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 K. Mikells E. Reese G. Woodring (Chair) MEETINGS IN 2022: 9						“The Audit Committee continued to focus on management’s business and technology risk assessments, devoting particular attention to oversight of talent and cyber risks in light of external factors, such as evolving labor market conditions and the increased incidence of ransomware attacks. The Committee also continued to review in-depth assessments of overall risk and control environments for several lines of business and functional areas, while also reviewing processes for evaluating loss reserves that are more difficult to estimate, as well as the Company’s readiness to implement the new accounting standard for long duration insurance contracts beginning in 2023." 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 2022: 6			“In 2022, the Compensation and Management Development Committee focused on the Company’s continued human capital management progress with respect to attracting, retaining and developing talent; and maintaining a high performing culture. The Committee reviewed the Company’s talent strategy and its meaningful progress towards advancing its talent agenda, in particular the evolution of the Company’s DEI program and other strategic initiatives. The Committee also reviewed an executive leadership team retention assessment, succession and development plans, as well as CEO emergency succession plans.” 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 38.


FINANCE, INVESTMENT AND RISK MANAGEMENT COMMITTEE
CURRENT MEMBERS: L. De Shon C. Dominguez T. Fetter D. James K. Mikells (Chair) E. Reese T. Roseborough V. Ruesterholz C. Swift M. Winter G. Woodring MEETINGS IN 2022: 5			“In 2022, FIRMCo regularly reviewed the macroeconomic outlook and its implications for the Company’s investment portfolio and insurance underwriting performance; emerging risks related to cyber insurance and the evolving external threat environment; property catastrophe exposures, particularly in light of potential climate change and severe weather; and insurance underwriting practices. The Committee also continued its review of the COVID-19 pandemic’s effect on the risk profile of the Company, including impacts to insurance coverages and the legal and regulatory environment.” Kathryn Mikells, Committee Chair since 2022 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 2022: 4			“With the retirement of two directors in the spring of 2022, the Nominating Committee successfully executed on its director succession planning protocols to identify 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. Focusing on candidates with public company leadership experience in the financial services industry and financial acumen, the Committee's search culminated in the appointment of Edmund Reese, the Chief Financial Officer of Broadridge Financial Solutions, Inc.” 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.


ESG Governance
Under our Corporate Governance Guidelines, the full Board retains oversight responsibility for The Hartford's corporate reputation and ESG activities. Specifically, the Board has the goal of overseeing the company’s journey to operationalizing and embedding ESG 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 ESG topic annually. In addition to the Board's oversight responsibility of substantive ESG topics, the Nominating Committee retains oversight of the company’s governance framework and processes related to ESG activities. In 2022, the Company undertook several important steps to fortify its sustainability governance framework. This included 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 ESG subcommittees aligned to our core ESG 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 six times a year. At a Board level, the Sustainability Governance Committee’s work is generally overseen by the Nominating Committee, although the Sustainability Governance Committee reports to the full Board at least annually.


Annual Cash Compensation			Director Compensation Program
Annual Retainer			$110,000
Committee Chair Retainer			$35,000 – Audit $25,000 – FIRMCO, Compensation $20,000 – Nominating
Lead Director Retainer			$40,000


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	All Other Compensation ($)	Total ($)
Larry D. De Shon	110,000	180,000	1,268	291,268
Carlos Dominguez	110,000	180,000	1,268	291,268
Trevor Fetter	150,000	180,000	1,268	331,268
Donna James	110,000	180,000	2,000	292,000
Kathryn A. Mikells	135,000	180,000	992	315,992
Edmund Reese(3)	64,400	105,300	514	170,214
Teresa W. Roseborough	130,000	180,000	1,268	311,268
Virginia P. Ruesterholz	110,000	180,000	1,268	291,268
Matthew E. Winter	135,000	180,000	2,000	317,000
Greig Woodring	145,000	180,000	2,948	327,948


	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	8/1/2022	2,854	216,419
Carlos Dominguez	8/1/2022	2,854	216,419
Trevor Fetter	8/1/2022	2,854	216,419
Donna James	8/1/2022	2,854	216,419
Kathryn A. Mikells	8/1/2022	2,854	216,419
Edmund Reese	10/31/2022	1,454	110,257
Teresa W. Roseborough	8/1/2022	2,854	216,419
Virginia P. Ruesterholz	8/1/2022	2,854	216,419
Matthew E. Winter	8/1/2022	2,854	216,419
Greig Woodring	8/1/2022	2,854	216,419


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, 2023. 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 2023, 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, 2023.


	Year Ended December 31, 2022		Year Ended December 31, 2021
Audit fees	$	10,572,000	$	11,041,000
Audit-related fees(1)	$	1,046,000	$	1,071,000
Tax fees(2)	$	68,000	$	47,000
All other fees(3)	$	650,000	$	33,000
Total	$	12,336,000	$	12,192,000


ITEM 3 ADVISORY APPROVAL OF 2022 COMPENSATION OF NAMED EXECUTIVE OFFICERS
Section 14A of the Securities Exchange Act of 1934, as amended, 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 38, 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
Douglas Elliot*			President
David Robinson			Executive Vice President and General Counsel
Deepa Soni			Executive Vice President, Head of Technology, Data, Analytics & Information Security



			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 2022 Corporate Peer Group (listed on page 52) include discretion in their annual award design.


			2022 Compensation Core Earnings
2022 AIP Funding Level: When setting the operating plan, which forms the basis for the Compensation Core Earnings target, management and the Board anticipated strong Commercial Lines results driven by written premium growth including price increases in excess of loss trends in nearly all lines except workers’ compensation and lower catastrophes; higher margins in Group Benefits due to lower mortality in group life, partially offset by lower investment income and moderation in favorable disability incidence and recovery trends; deterioration in Personal Lines driven by increases in automobile claim frequency and severity, higher levels of non-catastrophe losses in homeowners and higher catastrophes, as well as not assuming the same level of net favorable prior accident year development that was recognized in 2021; and lower limited partnership and other alternative investment returns relative to the strong returns in 2021.


Performance Metric			Rationale
Compensation Core ROE (50% weighting)			Strategic measure that drives shareholder value creation
Peer-relative TSR (50% weighting)			Measure of our performance against peers that are competing investment choices in the capital markets