Chubb Limited
Shareholder Annual Meeting in a DEF 14A on 04/05/2021   Download
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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Notice of Chubb Limited 2021 Annual General Meeting of Shareholders
Date and Time
May 20, 2021, 2:45 p.m.
Central European Time
Place
Chubb Limited
Bärengasse 32
CH-8001, Zurich
Switzerland
Record Date
March 26, 2021, except
as provided in “Who is entitled to vote?” in this proxy statement
Proxy Mailing Date
On or about April 7, 2021
Agenda
1
Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2020
2
Allocation of disposable profit and distribution of a dividend from reserves
2.1
Allocation of disposable profit
2.2
Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve)
3
Discharge of the Board of Directors
4
Election of Auditors
4.1
Election of PricewaterhouseCoopers AG (Zurich) as our statutory auditor
4.2
Ratification of appointment of PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting
4.3
Election of BDO AG (Zurich) as special audit firm
5
Election of the Board of Directors
6
Election of the Chairman of the Board of Directors
7
Election of the Compensation Committee of the Board of Directors
8
Election of Homburger AG as independent proxy
9
Approval of the Chubb Limited 2016 Long-Term Incentive Plan, as amended and restated
10
Reduction of share capital
11
Approval of the maximum compensation of the Board of Directors and Executive Management
11.1
Compensation of the Board of Directors until the next annual general meeting
11.2
Compensation of Executive Management for the next calendar year
12
Advisory vote to approve executive compensation under U.S. securities law requirements
Notice of Internet availability of proxy materials: Shareholders of record are being mailed, on or around April 7, 2021, a Notice of Internet Availability of Proxy Materials providing instructions on how to access the proxy materials and our Annual Report on the Internet, and if they prefer, how to request paper copies of these materials.
Due to the coronavirus (COVID-19) pandemic and in accordance with COVID-19 regulations issued by the Swiss government, in-person attendance at the Annual General Meeting by shareholders is not permitted, and shareholders may only exercise their voting rights by providing proxy voting instructions in advance of the Annual General Meeting. See “Information About the Annual General Meeting and Voting” in this proxy statement for further information, including how to vote your shares.
By Order of the Board of Directors,
[MISSING IMAGE: sg_josephwayland-bw.jpg]
Joseph F. Wayland
Executive Vice President, General Counsel and Secretary
April 5, 2021
Zurich, Switzerland
Your vote is important. Please vote as promptly as possible by following the instructions on your Notice of Internet Availability of Proxy Materials.
Chubb encourages shareholders to voluntarily elect to receive all proxy materials (including the notice of availability of such materials) electronically, which gives you fast and convenient access to the materials, reduces our impact on the environment and reduces printing and mailing costs. If you are a shareholder of record, visit www.envisionreports.com/CB for instructions. If you are a beneficial owner, visit www.proxyvote.com or contact your bank, broker or other nominee.
See the inside back cover of this proxy statement for additional information.

Table of
Contents
2
13
14
17
18
21
29
31
32
33
41
43

Corporate Governance 51
Overview 51
Our Corporate Governance Framework 52
Governance Practices and Policies that Guide Our Actions 54
Citizenship at Chubb 56
The Board of Directors 58
Board Leadership Structure 61
The Committees of the Board 62
Board Oversight of Our Independent Advisors 64
Board Oversight of Risk and Risk Management 65
What Is Our Related Party Transactions Approval Policy and What Procedures Do We Use To Implement It? 66
What Related Party Transactions Do We Have? 67
Director Compensation 69
Information About Our Share Ownership 72
How Many Shares Do Our Directors, Nominees and
SEC Executive Officers Own?
72
Which Shareholders Own More Than 5% of Our Shares? 73
Compensation Committee Report 74
Executive Compensation 75
Compensation Discussion & Analysis 75
CD&A Table of Contents 75
Executive Summary 76
The Relationship of Compensation to Risk 87
Summary Compensation Table 102
Employment Arrangements 103
Employee Stock Purchase Plan 104
Indemnification Agreements 104
Grants of Plan-Based Awards 105
Outstanding Equity Awards at Fiscal Year End 106
Option Exercises and Stock Vested 108
Pension Benefits 109
Nonqualified Deferred Compensation 110
Potential Payments upon Termination or Change in Control 112
Median Employee Pay Ratio 116
Audit Committee Report 117
Information About the Annual General Meeting and Voting 120
Shareholder Submitted Agenda Items for an Annual General Meeting 126
Non-GAAP Financial Measures 127
Annex A — Chubb Limited 2016 Long-Term Incentive Plan, as Amended and Restated, as Proposed in Agenda Item 9 A-1

 
Proxy Summary
This summary highlights information discussed in more detail elsewhere in this proxy statement. We hope that the information we have provided in these summary pages assists you to better understand and evaluate our corporate governance and executive compensation program. Notably, as in past years, we will have two distinct votes on executive compensation: a Swiss say-on-pay vote and a U.S. Securities and Exchange Commission (SEC) say-on-pay vote.
Shareholders should read the entire proxy statement and our 2020 Annual Report on Form 10-K before voting.
References in this proxy statement to “$” and “USD” are to United States dollars and references to “CHF” are to Swiss francs. References to “we”, “us”, “our”, “Chubb” or the “Company” are to Chubb Limited.
Forward-looking statements made in this proxy statement, such as those related to Company performance and our expectations and intentions and other statements that are not historical facts, reflect our current views with respect to future events and financial performance and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties that could cause actual results to differ materially, including, without limitation, factors identified in our other filings with the SEC.
Our discussion in this proxy statement includes certain financial measures, including those considered in connection with compensation decisions, that are not presented in accordance with generally accepted accounting principles in the U.S. (U.S. GAAP), known as non-GAAP financial measures. These non-GAAP financial measures include core operating income, core operating return on equity, P&C combined ratio and tangible book value per share. Core operating income is net of tax, whether or not explicitly noted. More information on the rationale for the use of these measures and reconciliations to U.S. GAAP can be found in “Non-GAAP Financial Measures” on page 127 of this proxy statement.
References to our website in this proxy statement are for informational purposes only, and the information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this proxy statement.
2
Chubb Limited 2021 Proxy Statement

Proxy Summary
2021 Annual General Meeting
Date and Time
May 20, 2021, 2:45 p.m.
Central European Time
Place
Chubb Limited
Bärengasse 32
CH-8001, Zurich
Switzerland
Record Date
March 26, 2021, except as provided in “Who is entitled to vote?” in this proxy statement
Mailing Date
On or about April 7, 2021
Meeting Agenda and Board Voting Recommendations
Meeting Agenda
Board Vote
Recommendation
Page
Reference
1
Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2020
For
13
2
Allocation of disposable profit and distribution of a dividend from reserves
2.1
Allocation of disposable profit
For
14
2.2
Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve)
For
15
3
Discharge of the Board of Directors
For
17
4
Election of Auditors
4.1
Election of PricewaterhouseCoopers AG (Zurich) as our statutory auditor
For
18
4.2
Ratification of appointment of PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting
For
18
4.3
Election of BDO AG (Zurich) as special audit firm
For
20
5
Election of the Board of Directors
For each nominee
21
6
Election of the Chairman of the Board of Directors
For
29
7
Election of the Compensation Committee of the Board of Directors
For each nominee
31
8
Election of Homburger AG as independent proxy
For
32
9
Approval of the Chubb Limited 2016 Long-Term Incentive Plan, as amended and restated
For
33
10
Reduction of share capital
For
41
11
Approval of the maximum compensation of the Board of Directors and Executive Management
11.1
Compensation of the Board of Directors until the next annual general meeting
For
43
11.2
Compensation of Executive Management for the next calendar year
For
45
12
Advisory vote to approve executive compensation under U.S. securities law requirements
For
49
Chubb Limited 2021 Proxy Statement
3

Proxy Summary
Director Nominee Information
Our director nominee slate is comprised of 12 current members of our Board of Directors and one new nominee. Each of our director nominees stands for election to a one-year term annually. See Agenda Item 5 for additional information on our director nominees.
Current Chartered Committee Membership
Nominee
Age
Director
Since
Principal Occupation
Executive
Nominating
& Governance
Audit
Compensation
Risk &
Finance
Evan G. Greenberg
66
2002
Chairman and Chief Executive Officer, Chubb Limited
Chair
Michael P. Connors
Lead Director
65
2011
Chairman and Chief Executive Officer, Information Services Group, Inc.
Chair
Michael G. Atieh
67
1991
Retired Chief Financial and Business Officer, Ophthotech Corporation
Sheila P. Burke
70
2016
Faculty Research Fellow, John F. Kennedy School of Government, Harvard University
Mary Cirillo
73
2006
Retired Executive Vice President and Managing Director, Deutsche Bank
Chair
Robert J. Hugin
66
2020
Former Chairman and Chief Executive Officer, Celgene Corporation
Robert W. Scully
71
2014
Retired Co-President, Morgan Stanley
Chair
Eugene B. Shanks, Jr.
74
2011
Retired President,
Bankers Trust Company
Theodore E. Shasta
70
2010
Retired Partner,
Wellington Management Company
David H. Sidwell
68
2014
Retired Chief Financial Officer,
Morgan Stanley
Olivier Steimer
65
2008
Former Chairman,
Banque Cantonale Vaudoise
Chair
Luis Téllez
62
New Nominee
Former Chairman and Chief Executive Officer, Mexican Stock Exchange
Frances F. Townsend
59
2020
Executive Vice President for Corporate Affairs, Activision Blizzard
Governance Highlights

Majority-vote requirement for directors. The Board may not appoint directors to fill vacancies

Board of Directors independence

93% independent

Independent Lead Director with significant power and responsibility

All independent directors on Audit, Compensation, Nominating & Governance and Risk & Finance Committees

Tenure diversity — 50% of current directors have served for 7 years or less, and one new nominee is proposed for election

Shareholder ability to call a special meeting

Annual shareholder elections of Chairman and Compensation Committee

Commitment to productive and collaborative shareholder outreach

Significant shareholder approval power over director and executive compensation matters through Swiss incorporation, corporate governance and executive compensation rules, including separate votes on aggregate director and Executive Management compensation that are in addition to the SEC say-on-pay vote

Dedication to responsible Citizenship through philanthropic, environmental and social initiatives, with Board and senior management oversight

Robust Board and committee oversight of risk and enterprise risk management framework

Board-adopted Code of Conduct applicable to all directors, officers and employees, which sets basic principles to guide their day-to-day activities
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Chubb Limited 2021 Proxy Statement

Proxy Summary
Compensation Highlights
How Our Compensation Program Works
What We Reward

Superior operating and financial performance, as measured against prior year, Board-approved plan and peers

Achievement of strategic goals

Superior underwriting and risk management in all our business activities
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How We Link Pay to Performance

Core link: Performance measured across 4 key metrics, evaluated comprehensively within the context of the environment in which we operate

Tangible book value per share growth

P&C combined ratio

Core operating return on equity

Core operating income

TSR modifier

Consideration of strategic achievements, including leadership and execution of key non-financial objectives
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How We Paid
CEO total pay

$20.6 million, down 4.6% vs. 2019

Down 15% for annual cash incentive
Other NEO total pay

Down 3.9% on average vs. 2019

Down 9.4% for annual cash incentive on average
Compensation Profile
Approximately 93% of our CEO’s and 85% of our other named executive officers’ (NEOs) total direct compensation is variable or “at-risk.” Additionally, beginning with the February 2021 long-term incentive equity award grant, the Compensation Committee eliminated time-based restricted stock awards and moved to 100% performance-based vesting for the Chief Executive Officer (CEO), Chief Operating Officer (COO) and President for North America Insurance. Each executive’s equity award mix is now comprised entirely of performance shares and stock options. The percentage mix of performance shares was also increased to 75% for the other NEOs. The compensation components for each of our NEOs as considered by the Compensation Committee are summarized in the charts below. Further detail is provided in “2020 NEO Total Direct Compensation and Performance Summary” beginning on page 97.
CEO Total Direct Compensation
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Other NEOs Total Direct Compensation
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Chubb Limited 2021 Proxy Statement
5

Proxy Summary
Our CEO Compensation Process
Each year, the Compensation Committee sets a scorecard for the potential range of CEO compensation, with top-, middle- and low-end bands tied to achievement of specific financial, operational and strategic goals, considered together with TSR, as reflected in the following summary for 2020:
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6
Chubb Limited 2021 Proxy Statement

Proxy Summary
Pay-for-Performance Framework
Each NEO has an annual cash incentive and long-term incentive opportunity denominated as a multiple of base salary.
Annual Cash Incentive
Long-Term/Equity Incentive
CEO
0–5X base salary 0–10X base salary
Other NEOs
0–3X base salary 0–5X base salary
The Compensation Committee conducts a holistic review of overall performance, factoring in the context of a highly competitive global insurance environment.
How We Use Peer Groups
We utilize two peer groups in order to (1) assess our financial performance against key metrics relative to our P&C insurance industry peers with whom we compete for business (Financial Performance Peer Group) and (2) align our compensation with companies of comparable size and complexity that we seek to be competitive with for talent and compensation purposes (Compensation Benchmarking Peer Group).
Financial Performance
Peer Group
Compensation Benchmarking
Peer Group

The Allstate Corporation

American International Group, Inc.

CNA Financial Corporation

The Hartford Financial Services Group, Inc.

The Travelers Companies, Inc.

Zurich Financial Services Group

The Allstate Corporation

American Express Company

American International Group, Inc.

Aon plc

Bank of America Corporation

The Bank of New York Mellon

BlackRock, Inc.

Cigna Corp.

Citigroup Inc.

The Goldman Sachs Group, Inc.

Marsh & McLennan Companies, Inc.

MetLife, Inc.

Morgan Stanley

Prudential Financial, Inc.

The Travelers Companies, Inc.
Why Vote “For” Say-on-Pay?
In support of our Board’s recommendations that you vote “For” our Swiss and SEC say-on-pay proposals, we highlight the following key factors:
Strong financial performance reflecting excellent underlying fundamentals and premium growth but also the impact of COVID-19 and other catastrophe losses affecting the global P&C insurance industry, including:

Consolidated net premiums written of $33.8 billion, up 4.8%, including commercial P&C growth of 8.9%

Net income of $3.5 billion ($7.79 per share), down from $4.5 billion ($9.71 per share) in 2019. Core operating income was $3.3 billion ($7.31 per share), down from $4.6 billion ($10.11 per share) in 2019

2020 after-tax catastrophe losses of $2.8 billion ($6.12 per share impact), compared to $966 million for 2019 ($2.11 per share impact).
2020 included COVID-19 catastrophe losses of $1.2 billion, which represents the Company’s best estimate of ultimate insurance losses resulting directly from the pandemic and consequent economic crises

P&C combined ratio of 96.1% in 2020 compared to 90.6% in 2019. For informational purposes, the current accident year P&C combined ratio excluding catastrophe losses was 86.7% in 2020 compared to 89.2% in 2019

Book and tangible book value per share up 7.7% and 12.2%, respectively, for the year

Return on equity (ROE) was 6.2% in 2020 compared to 8.4% in 2019; core operating ROE was 6.2% in 2020 and 9.0% in 2019

One-year and three-year annualized TSR, which include stock price appreciation plus reinvested dividends, were 1.4% and 4.1%, respectively; cumulative three-year TSR was 12.7%
Chubb Limited 2021 Proxy Statement
7

Proxy Summary
Successfully executed on significant strategic and operational goals and initiatives, including:

Continued to capitalize on market conditions in commercial P&C by driving rate, growth and profitability while maintaining underwriting discipline and excellence in customer and partner service

Demonstrated prudent risk management by developing a comprehensive framework to dimension our COVID-19 exposures with a “reserve to ultimate approach” and cautiously reacting to frequency-related reduction in losses due to COVID-related economic shutdowns

Advanced long-term China strategy with an increased stake in Huatai Insurance Group, a Chinese
insurance company with more than 600 branches and 17 million customers

Focused on digital transformation through modernizing foundational technology capability, digital capabilities, analytics and data management, and talent skills

Executed management changes and additions, leveraging existing capabilities and enhancing leadership pipeline

Advanced diversity, equity and inclusion, by articulating a vision for Chubb to become an anti-racist company and creating specific plans focused on racial equity in recruitment, career development and advancement opportunities to
improve workforce diversity (see “Citizenship at Chubb” on page 56 for details)

Improved gender balance and racial diversity at the officer level and in talent acquisition

Appointed a dedicated executive to focus on climate change and sustainability to drive climate-related initiatives

Proactively demonstrated position as an industry leader in crafting a forward-looking proposal for a public-private partnership to address future pandemics, which has been received favorably by members of Congress and representatives of other governments
Long-Term Performance Highlights
Chubb has a distinguished and consistent track record of performance and outperformance relative to its insurance industry peers. The following charts reflect our performance across key financial and operating measures starting in 2004 when Evan Greenberg became CEO of the Company.
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Source: SNL and company disclosures
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Chubb Limited 2021 Proxy Statement

Proxy Summary
Book Value per Share & Tangible Book Value per Share
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2020 Performance: Key Metrics and Strategic Achievements
The Compensation Committee evaluates our absolute and relative financial performance across four key metrics as well as TSR. On average across the key metrics described below, our performance relative to the Financial Performance Peer Group was slightly below median. Despite the impacts of COVID-19 and an unusually active year for natural catastrophes, overall 2020 financial results were strong with underlying revenue growth exceeding plan and P&C combined ratio performance remaining comfortably above the median of our peer group. The Compensation Committee considered that key metrics were impacted in the short term by management’s prudent COVID-19-related reserve decisions (further described in “2020 Compensation Decisions” below), which will benefit the Company in the longer term, and recognized the strong TSR results relative to our peer group.
Tangible book value per share growth
12.2%
Tangible book value per share performance substantially exceeded plan and was just below the median of our peer group.
P&C combined ratio
96.1%
P&C combined ratio performance was below plan and prior year due to the impact of COVID-19 and other catastrophe losses and reserve adjustments, but performance was still above the median of our peers. Current accident year P&C combined ratio excluding catastrophe losses was 86.7%, improving upon both plan and prior year.
Core operating return on equity
6.2%
Core operating ROE was below plan, prior year and peer group median due to the impact of COVID-19 and other catastrophe losses.
Core operating income
$3.3B
Core operating income was below plan, prior year and peer group median due to COVID-19 and other catastrophe losses and the impact of COVID-19 reserving in the second quarter of 2020, which represents the Company’s best estimate of ultimate insurance losses resulting directly from the pandemic and consequent economic crises.
Total shareholder return
1.4% 1-year
4.1% 3-year
Our strong 1-year and 3-year annualized TSR were each top quartile compared to peers. Our cumulative 3-year TSR was 12.7%.
Moreover, Chubb continued to invest in its future through the successful execution of established and opportunistic strategic objectives, including capitalizing on market conditions, executing on growth initiatives, furthering our digital and technological capabilities, enhancing organizational effectiveness and fulfilling our commitment to responsible Citizenship. See “Why Vote ‘For’ Say-on-Pay?” beginning on page 7 for additional information on these achievements.
Chubb Limited 2021 Proxy Statement
9

Proxy Summary
2020 Compensation Decisions
In determining the compensation direction of the Company and in setting the 2020 compensation for the CEO and other NEOs, the Compensation Committee considered the Company’s performance on key financial metrics on an absolute basis and relative to its Financial Performance Peer Group, progress on operational and strategic objectives and shareholder value creation.
In these unprecedented times, the Compensation Committee also considered the leadership decisions taken in the face of the health, economic, political and social impact of the COVID-19 pandemic, including actions taken to protect the health and wellbeing of employees, to ensure business continuity and to strengthen reserves due to COVID-19 and the uncertainty in the global environment. The Committee noted that leadership:

Quickly reacted and shifted the Company to a work-from-home environment, adopting management and communication protocols to ensure in real-time that all parts of the organization were continuing to deliver superior customer service and were kept informed and engaged;

Provided job security to employees worldwide, including announcing a no-layoff pledge and no reduction of salary or benefits during the acute phase of the crisis, as well as providing supplemental resources to support employees’ emotional and mental health and wellbeing;

Exercised prudent judgment in rapidly dimensioning our COVID-19 exposures and adjusting reserves to ultimate loss projections, along with limited recognition of the reduction in frequency losses because of the COVID economic slowdown (the Compensation Committee believes that while these decisions impacted financial results in the short-term, they will benefit the Company over the longer-term); and

Played a visible leadership role, particularly the CEO, in defending the insurance industry’s position on business interruption coverage and in crafting a public-private partnership to address future pandemics.
When determining 2020 variable pay for the CEO and other NEOs, including both cash bonuses and long-term incentive equity awards, the Compensation Committee recognized their outstanding leadership, sound judgment and steadfast focus, which drove strong premium revenue growth, underwriting margin improvement and solid earnings for 2020. The Committee also considered the impacts of COVID-19 and other catastrophe losses on financial results and the prudent, but sizable, COVID-19 reserve adjustment taken in the second quarter of 2020. Yet, importantly, the Committee did not make any adjustments to the measurement of financial performance goals or other performance criteria under the Company’s variable cash or equity compensation programs due to COVID-19.
On balance, the Compensation Committee determined to reduce the CEO’s annual cash bonus by 15% from the prior year to $5.7 million, reflecting the Company’s financial results for 2020. The Committee also decided to keep the CEO’s long-term incentive equity award at the same level as the prior year, reflecting his strong leadership and strategic decisions that the Committee believes position the Company well for the future. The Committee also determined not to increase the CEO’s base salary, which has remained flat since 2015. For the other NEOs, the Committee determined to reduce annual cash bonuses by an average of 9.4%, and to keep the long-term equity incentive award flat or down from last year.
The Compensation Committee believes that 2020 compensation decisions for the CEO and other NEOs are reflective of the Company’s overall operating, strategic, financial and stock price performance, and thus is aligned with shareholders. Further details on the compensation decisions for the CEO and other NEOs are described in “2020 NEO Total Direct Compensation and Performance Summary” beginning on page 97.
The Compensation Committee’s and Board’s compensation decisions for 2020 reflect the Company’s philosophy to closely link compensation to performance, ensuring that its leadership team remains highly motivated, and strongly aligning remuneration outcomes with the creation of shareholder value. The decisions also demonstrate the use of short- and long-term variable pay components to adjust compensation to reflect current year results and longer-term impacts. The success of this philosophy is demonstrated not only in this year’s strong performance in an unprecedented year that saw Chubb maintain its position as an industry leader, but also in consistent strong financial results and operational excellence as well as long-term stock price performance. Over the past 17 years, under Evan Greenberg’s leadership, the Company has had outstanding growth in tangible book value per share, an industry-leading combined ratio and strong TSR as measured against its peers.
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Chubb Limited 2021 Proxy Statement

Proxy Summary
2020 Summary Compensation Table Information
The table below sets forth 2020 compensation for our NEOs as calculated in accordance with applicable SEC regulations. Additional detail, including the full Summary Compensation Table which includes 2019 and 2018 data and explanatory footnotes, can be found in the Executive Compensation section of this proxy statement.
Name and Principal
Position
Salary
Bonus
Stock
Awards
Option
Awards
Change in Pension Value
and Nonqualified Deferred
Compensation Earnings
All Other
Compensation
Total
Evan G. Greenberg
Chairman and
Chief Executive Officer
$1,400,000
$5,700,000
$10,125,070
$1,917,286
$1,185,811
$20,328,167
Philip V. Bancroft
Chief Financial Officer
$865,000
$1,342,400
$1,811,377
$342,996
$650,342
$5,012,115
John W. Keogh
President and
Chief Operating Officer
$1,032,692
$2,460,400
$3,900,158
$738,503
$496,027
$8,627,780
Paul J. Krump
Vice Chairman, Global Underwriting and Claims
$895,385
$1,567,500
$2,137,566
$404,760
$1,034,364
$399,314
$6,438,889
John J. Lupica
Vice Chairman;
President, North America Insurance
$895,385
$2,219,700
$2,647,640
$501,340
$458,315
$6,722,380
Executive Compensation, Good Governance and Risk Management
Our executive compensation program and practices are consistent with our strong culture of good corporate governance and effective enterprise risk management. Our compensation practices take into account risk management and, through significant “at-risk” pay and other means, broadly align total compensation with the medium- and long-term financial results of the Company.
The key objectives of our executive compensation program are to:

Emphasize long-term performance and value creation that, while not immune to short-term financial results, encourages sensible risk-taking in pursuit of superior long-term operating performance.

Assure that executives do not take imprudent risks to achieve compensation goals.

Provide, to the extent practicable, that executives are not rewarded with short-term compensation for risk-taking actions that may not manifest in outcomes until after the compensation is paid.
Sound corporate governance through the institution or prohibition of certain policies and practices, as well as our Compensation Committee’s continuous oversight of our compensation program’s design and effectiveness, ensure that these key objectives are fulfilled.
Our corporate governance helps us mitigate and manage risks we face as an organization by providing a framework that guides how management runs the business and how our Board provides oversight. This is especially pertinent as it applies to our executive compensation program, and our Compensation Committee has taken steps to ensure that our program aligns with our corporate values and culture by adopting policies that discourage excessive risk-taking, ensure a stake in long-term Company performance and hold executives accountable for individual and Company performance.
Chubb Limited 2021 Proxy Statement
11

Proxy Summary
What We Do   [MISSING IMAGE: tm2039233d2-icon_tickpn.gif]
What We Don’t Do   [MISSING IMAGE: tm2039233d2-icon_crosspn.gif]

Substantial equity component to align pay with performance

Performance share awards subject to 3-year cliff vesting and two operating metrics (tangible book value per share growth and P&C combined ratio) that drive long-term shareholder value

Significant amount of at-risk pay (93% for CEO, 85% for other NEOs)

Significant mandatory share ownership requirements (CEO 7X base salary; other NEOs 4X base salary)

Independent compensation consultants at every Compensation Committee meeting

Double trigger change in control payout

Detailed individual performance criteria

Clawback of all incentive compensation (cash bonus and equity, vested and unvested) in certain circumstances

Peer groups reevaluated annually

Employment agreements with non-competition and non-solicitation terms for Executive Management

Compensation Committee considers shareholder feedback in evaluating compensation program and disclosure

No hedging of Chubb securities

No repricing or exchange of underwater stock options

No options backdating

No special tax gross ups

No new pledging of Chubb shares owned by executive officers or directors

No excessive perquisites for executives

No multi-year guaranteed bonuses

No disproportionate supplemental pensions

No annual pro-rata vesting of performance share awards or second chance “look back” vesting
In developing and maintaining a compensation program that appropriately rewards pay for performance and drives shareholder value, our Compensation Committee periodically:

Reviews the components of total compensation and the appropriate level of compensation that should be variable or “at-risk” (for additional information on the components of total compensation, see “Compensation Profile” on page 5).

Analyzes our long-term equity awards so that vesting periods and terms are aligned with long-term shareholder interests.

Re-evaluates the composition of our Compensation Benchmarking and Financial Performance Peer Groups.
Our Compensation Committee works closely with our independent compensation consultants to analyze market data, review peer groups, evaluate trends in best practices and assist the Compensation Committee in determining the appropriate amount and forms of compensation paid to our executives.
The Compensation Committee may make changes to our compensation program based on its independent judgment, including upon the consideration of best practices and shareholder feedback.
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Chubb Limited 2021 Proxy Statement

Agenda Item 1
Approval of the Management Report, Standalone Financial
Statements and Consolidated Financial Statements of Chubb Limited
for the year ended December 31, 2020
Agenda Item
Our Board of Directors is asking shareholders to approve Chubb Limited’s management report, standalone financial statements and consolidated financial statements for the year ended December 31, 2020.
Explanation
Under Swiss law, our management report, standalone financial statements and consolidated financial statements must be submitted to shareholders for approval or disapproval at each annual general meeting.
These items are all included in the Chubb Limited Annual Report for the fiscal year ended December 31, 2020 (the Annual Report), which is part of the proxy materials we provide. Specifically, the Annual Report contains:

the standalone Swiss statutory financial statements of Chubb Limited (which do not consolidate the results of operations for Chubb Limited’s subsidiaries);

the standalone Swiss statutory compensation report of Chubb Limited (the Swiss Compensation Report);

Chubb Limited’s consolidated financial statements for the year ended December 31, 2020;

the reports of our statutory auditor and independent registered public accounting firm; and

information on the Company’s business, organization and strategy (which forms the management report as defined under Swiss law).
Copies of our 2020 Annual Report and this proxy statement will be available to all shareholders entitled to vote at the May 20, 2021 annual general meeting of shareholders (the Annual General Meeting), on the Internet at http://www.edocumentview.com/CB on or about April 7, 2021.
The Company’s statutory auditor, PricewaterhouseCoopers AG, Zurich, Switzerland, has issued an unqualified recommendation to the Annual General Meeting that Chubb Limited’s statutory financial statements be approved.
PricewaterhouseCoopers AG has expressed its opinion that the financial statements for the year ended December 31, 2020 comply with Swiss law and the Company’s Articles of Association. They also confirmed that the proposed appropriation of available earnings complies with Swiss law and the Company’s Articles of Association, and has reported on other legal requirements.
PricewaterhouseCoopers AG has also issued an unqualified recommendation that the Company’s consolidated financial statements be approved. PricewaterhouseCoopers AG has expressed its opinion that the consolidated financial statements present fairly, in all material respects, the financial position of Chubb Limited as of December 31, 2020, and the results of operations and the cash flows for the year then ended, in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and comply with Swiss law, and has reported on other legal requirements.
Representatives of PricewaterhouseCoopers AG are expected to be present at the Annual General Meeting, will have an opportunity to make a statement if they wish and will also be available to answer questions.
What Happens If Shareholders Do Not Approve This Proposal?
If shareholders do not approve this proposal, then shareholders would be precluded from approving the allocation of disposable profit and distribution of a dividend as set out in Agenda Items 2.1 and 2.2.
Voting Requirement to Approve Agenda Item
The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.
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Chubb Limited 2021 Proxy Statement
13

Agenda Item 2
Allocation of Disposable Profit and Distribution of a Dividend out of
Legal Reserves (by Way of Release and Allocation to a Dividend Reserve)
2.1 Allocation of disposable profit
Agenda Item
Our Board of Directors is asking shareholders to approve that the Company’s disposable profit (including the profit for the year and the other items as shown below and on Chubb Limited’s standalone financial statements) be carried forward.
The following table shows the appropriation of available earnings as proposed by the Board of Directors for the year ended December 31, 2020:
(in millions of
Swiss francs)
Balance brought forward
8,486
Profit for the year
2,421
Cancellation of treasury shares
(280)
Attribution to reserve for treasury shares
301
Balance carried forward
10,928
Explanation
Under Swiss law, the allocation of the Company’s profit or loss must be submitted to shareholders for approval or disapproval at each annual general meeting.
Our Board of Directors continues to believe that it is in the best interests of the Company and its shareholders to retain our earnings for future investment in the growth of our business, for share repurchases, for the possible acquisition of other companies or lines of business, and for dividends out of legal reserves as described in this proxy statement.
Accordingly, the Board is proposing that all retained earnings at the disposal of the Annual General Meeting be carried forward. The Board is also proposing a dividend to shareholders under Agenda Item 2.2.
What Happens If Shareholders Do Not Approve This Proposal?
If the shareholders do not approve this proposal, then the Board will consider the reasons the shareholders did not approve the proposal, if known, and will call an extraordinary general meeting of shareholders for reconsideration of the proposal or a revised proposal.
Voting Requirement to Approve Agenda Item
The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.
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Chubb Limited 2021 Proxy Statement

Agenda Item 2
2.2. Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve)
Explanation
Our Board of Directors is requesting shareholder approval for an annual dividend of up to USD $3.20 per share, to be paid in installments as determined by the Board of Directors from a separate dividend reserve account. The separate dividend account would be in CHF in accordance with our Swiss statutory financial statements and Swiss law and is the same method approved at our annual general meeting last year. This reserve account would be larger, based on current exchange rates, than the maximum dividend amount we intend to pay out, in order to permit payment of the entire USD $3.20 per share even in the event of dramatic and material currency fluctuations. Amounts remaining in the dividend reserve account following dividend payments would be returned to the capital contributions reserve as of the date of the 2022 annual general meeting.
Dividend Reserve
Under this proposed process for a dividend, shareholders fix an aggregate CHF amount to be allocated from our capital contributions reserves to a special reserve account, where the amount will be available for the payment of dividends.
Our Board of Directors has proposed that the maximum amount legally available to pay an annual dividend be CHF 2.2 billion. The maximum amount proposed to be legally available is modestly higher than the CHF 2.15 billion requested and approved at last year’s annual general meeting in order to reflect an annual dividend increase of USD $0.08 per Chubb Limited Common Share, par value CHF 24.15 per share (a Common Share).
If approved by shareholders, the maximum amount legally available to pay a dividend will be released from the capital contributions reserves account, a sub-account of legal reserves, and be segregated to a dividend reserve account. We refer to this amount in the dividend reserve account as the Dividend Reserve. While dividend payments would reduce the Dividend Reserve on our Swiss balance sheet, the payments are not required to be sourced from CHF-denominated assets; in fact, we typically source dividend payments from assets already denominated in USD or equivalent, thereby avoiding currency exchange expense.
Annual Dividend and Board Discretion
Following shareholder approval, the Board of Directors is authorized to use the Dividend Reserve to distribute a dividend to shareholders in installments up to a maximum of USD $3.20 per share (the Annual Dividend). The Board will determine the record and payment dates at which the Annual Dividend may be paid (or, if circumstances warrant, refrain
from paying it) in one or more installments, until the date of the 2022 annual general meeting.
The Board currently expects to pay the full USD $3.20 per share of the Annual Dividend in four equal quarterly installments of USD $0.80 each.
The total amount of dividends paid is limited to the amount of the Dividend Reserve expressed in Swiss Francs, which is required under Swiss law. The amount of the Dividend Reserve as proposed is high enough to permit payment of the full USD $3.20 per share Annual Dividend even if there are dramatic and material currency fluctuations between the Swiss Franc and the U.S. dollar or the Company issues new shares. Should, however, these fluctuations or new share issuances result in payouts of the Annual Dividend that exceed the Dividend Reserve, the Annual Dividend’s installments would have to be capped accordingly. In the unlikely event that the Annual Dividend must be cut back in this way, our Board would propose payment of the unpaid amount in the dividend proposal at the next annual general meeting or call an extraordinary general meeting for that purpose.
Agenda Item
Our Board of Directors proposes:
(a)
that an aggregate amount equal to CHF 2,200,000,000 be released from the capital contribution reserves account, a sub-account of legal reserves, and allocated to a segregated dividend reserve account from capital contribution reserves (Dividend Reserve), and
(b)
to distribute a dividend to the shareholders up to an aggregate amount totaling USD $3.20 per Common Share from, and limited at a maximum to the amount of, the Dividend Reserve in one or more installments, in such amounts and on such record and payment dates as determined by the Board in its discretion.
If the Board of Directors deems it advisable for the Company, the Board of Directors shall be authorized to abstain (in whole or in part) from distributing a dividend in its discretion. The authorization of the Board of Directors to distribute the installments from the Dividend Reserve will expire on the date of the 2022 annual general meeting, on which date any balance remaining in the Dividend Reserve will be automatically reallocated to the capital contribution reserves account of legal reserves.
Chubb Limited 2021 Proxy Statement
15

Agenda Item 2
What Happens If Shareholders Do Not Approve This Proposal?
If the shareholders do not approve this proposal, then the Board will consider the reasons the shareholders did not approve the proposal, if known, and will call an extraordinary general meeting of shareholders for reconsideration of the proposal or a revised proposal.
Voting Requirement to Approve
Agenda Item
The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.
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Chubb Limited 2021 Proxy Statement

Agenda Item 3
Discharge of the Board of Directors
Agenda Item
Our Board of Directors is asking shareholders to discharge the Board of Directors for the financial year ended
December 31, 2020.
Explanation
As is customary for Swiss corporations and in accordance with Article 698, para. 2, no. 5 of the Swiss Code of Obligations as well as Article 9, no. 4 of our Articles of Association, shareholders are requested to discharge the members of the Board of Directors from liability for their activities during the year ended December 31, 2020. This discharge is not for liability relating to facts that have not been disclosed to shareholders. Registered shareholders that do not vote in favor of this agenda item are not bound by the result for a period ending six months after the Annual General Meeting.
Voting Requirement to Approve Agenda Item
The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes, blank or invalid ballots or the votes of any member of or nominee to the Company’s Board of Directors, any executive officer of the Company or any votes represented by the Company, is required to approve this agenda item.
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Chubb Limited 2021 Proxy Statement
17

Agenda Item 4
Election of Auditors
4.1 Election of PricewaterhouseCoopers AG (Zurich) as our statutory auditor
Agenda Item
Our Board of Directors is asking shareholders to elect PricewaterhouseCoopers AG (Zurich) as the Company’s statutory auditor for the financial year ending December 31, 2021.
Explanation
Our shareholders must elect an audit firm supervised by the Swiss Federal Audit Oversight Authority as statutory auditor. The statutory auditor’s main task is to audit the standalone statutory financial statements and consolidated financial statements of Chubb Limited. Our Board of Directors has recommended that PricewaterhouseCoopers AG, Birchstrasse 160, CH-8050 Zurich, Switzerland (PwC AG), be elected as our statutory auditor for our consolidated financial statements and standalone statutory financial statements.
Representatives of PwC AG are expected to be present at the Annual General Meeting, will have an opportunity to make a statement if they wish and will also be available to answer questions.
For independent auditor fee information and information on our pre-approval policy of audit and non-audit services, see the explanation of Agenda Item 4.2. Please see the Audit Committee Report included in this proxy statement for additional information about our auditors.
Voting Requirement to Approve Agenda Item
The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.
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4.2 Ratification of appointment of PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting
Agenda Item
Our Board of Directors is asking shareholders to ratify the appointment of PricewaterhouseCoopers LLP (Philadelphia, Pennsylvania, United States) as the Company’s independent registered public accounting firm for the year ending December 31, 2021.
Explanation
Our Board of Directors and the Audit Committee recommend that our shareholders ratify the appointment of PricewaterhouseCoopers LLP, Two Commerce Square, Suite
1800, 2001 Market Street, Philadelphia, Pennsylvania, 19103, United States (PwC LLP), an affiliate of PwC AG, as our independent registered public accounting firm for purposes of U.S. securities law reporting. The Audit Committee recommends the appointment of our independent registered public accounting firm to the Board for ratification by our shareholders annually.
Our Audit Committee evaluates the qualification, performance and independence of our independent registered public accounting firm and periodically considers auditor rotation. In determining whether to reappoint the Company’s independent registered public accounting firm, the Audit Committee takes into consideration a number of factors, including the length of time the firm has been engaged, the
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Chubb Limited 2021 Proxy Statement

Agenda Item 4
quality of the Audit Committee’s ongoing discussions with the firm, the firm’s global capabilities and depth of understanding of our businesses, and an assessment of the professional qualifications and past performance of the lead audit partner and their global audit team. The Audit Committee also evaluates the appropriateness of fees for audit and non-audit services, and reviews and approves both the audit scope and estimated fees for professional services for the coming year as well as the related pre-approval policy described on this page. Additionally, the Audit Committee reviews and approves the integrated annual joint audit plan prepared by PwC LLP and the Company’s internal auditor.
PwC LLP (or its predecessor Coopers & Lybrand LLP) has had a working association with the Company, and has had the responsibility for examining the consolidated financial statements of the Company and its subsidiaries, since 1985. Representatives of PwC LLP are expected to be present at the Annual General Meeting, will have an opportunity to make a statement if they wish and will also be available to answer questions.
Independent Auditor Fee Information
The following table presents fees for professional audit services rendered by PwC AG, PwC LLP and their affiliates, which we collectively refer to as PwC, for the audit of our annual consolidated financial statements for 2020 and 2019 and fees for other services rendered by PwC for such periods:
2020
2019
Audit fees1
$25,048,000
$26,163,000
Audit-related fees2
872,000
382,000
Tax fees3
2,269,000
1,856,000
All other fees4
257,000
333,000
Total
$28,446,000
$28,734,000
The fees in the table above include “out-of-pocket” expenses incurred by PwC and billed to the Company in connection with these services of $260,000 for 2020 and $1,230,000 for 2019.
1
Audit fees for the years ended December 31, 2020 and 2019 were for professional services rendered in connection with: the integrated audits of our consolidated financial statements and internal controls over financial reporting, the statutory and U.S. GAAP audits of various subsidiaries, and comfort letters and consents issued in connection with registration statements which we filed with the SEC.
2
Audit-related fees for the years ended December 31, 2020 and 2019 were for financial, accounting, or regulatory reporting matters ($499,000 for 2020 and Nil for 2019), internal control reviews ($371,000 for 2020 and $382,000 for 2019), and proxy disclosure agreed-upon procedures ($2,000 for 2020 and Nil for 2019).
3
Tax fees for the years ended December 31, 2020 and 2019 were for professional services rendered in connection with expatriate tax services ($1,033,000 for 2020 and $1,002,000 for 2019), tax compliance ($754,000 for 2020 and $453,000 for 2019), and tax planning ($482,000 for 2020 and $401,000 for 2019).
4
All other fees for the years ended December 31, 2020 and 2019 were for professional services and expenses rendered in connection with software licensure fees ($20,000 for 2020 and Nil for 2019), an employee engagement survey (Nil for 2020 and $235,000 for 2019), industry market research and survey services (Nil for 2020 and $4,000 for 2019), and various compliance and other projects ($237,000 for 2020 and $94,000 for 2019).
Pre-Approval Policy of Audit and Non-Audit Services
The Audit Committee has adopted the following policies and procedures for the pre-approval of all audit and permissible non-audit services provided by our independent auditor, PwC. The Audit Committee considers, among other things, whether the provision of specific non-audit services is permissible under existing law and whether it is consistent with maintaining the auditor’s independence.
Before engaging independent auditors for the next year’s audit, management will submit a list of services and related fees expected to be incurred during that year to the Audit Committee for approval. The Audit Committee will pre-approve and ratify the budgeted amount of fees within each of the categories and require management and the auditor to report actual fees versus the budget periodically throughout the year by category of service.
Either the Audit Committee Chair or the entire Audit Committee must pre-approve the provision of any significant additional audit fees in excess of the budgeted amount and any excess related to non-audit fees over the budgeted amount. If the Audit Committee Chair pre-approves such amounts, it is reported to and considered for ratification by the entire Audit Committee at its next meeting. All fees related to internal control work are pre-approved by the Audit Committee before such services are rendered. The Audit Committee approved all of the 2020 fees described above pursuant to its pre-approval policies and procedures.
The Audit Committee also reviewed, at its November 2020 meeting, the audit services and non-audit services budgeted fees for 2021. The Audit Committee also reviewed all non-audit services provided in 2020 and concluded that the provision of such services was compatible with the maintenance of PwC’s independence in the conduct of its audit functions.
Please see the Audit Committee Report included in this proxy statement for additional information about our Audit Committee and PwC.
Chubb Limited 2021 Proxy Statement
19

Agenda Item 4
Voting Requirement to Approve Agenda Item
The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.
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4.3 Election of BDO AG (Zurich) as special audit firm
Agenda Item
Our Board of Directors is asking shareholders to elect BDO AG, Schiffbaustrasse 2, CH-8005 Zurich, Switzerland as the Company’s special audit firm until our next annual general meeting.
Explanation
Under Swiss law, special reports by an audit firm supervised by the Swiss Federal Audit Oversight Authority are required in connection with certain corporate transactions, including certain types of increases in share capital. We have been informed that, because of the auditor independence requirements under U.S. federal securities laws, PwC AG cannot act as our special audit firm with respect to certain types of capital increases.
Voting Requirement to Approve Agenda Item
The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.
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Chubb Limited 2021 Proxy Statement

Agenda Item 5
Election of the Board of Directors
Agenda Item
Our Board of Directors is asking shareholders to elect each of the director nominees listed below individually to the Board of Directors until our next annual general meeting.
Explanation
Under Swiss law and our Articles of Association, our shareholders elect all of our directors annually. Our Board may not appoint directors to fill vacancies.
Our Articles of Association state that the Board of Directors must consist of three to 20 members, the exact number to be determined by shareholders.
For more information about our Board of Directors, please see the “Corporate Governance” section of this proxy statement.
Our Director Nominating Process
Board Composition Criteria
The Nominating & Governance Committee regularly reviews the current composition of the Board, including diversity, tenure, skills and qualifications. Based on their assessment, the Committee recommends director nominees to the Board.
Directors must demonstrate the highest personal and professional integrity and commitment to ethical and moral conduct, and must respect and reflect Chubb values and culture. Directors should also be able and prepared to provide wise and thoughtful counsel to management on strategy and the full range of potential issues facing the Company. They should represent all shareholders and not any special interest group or constituency. They also must have the time necessary to fully meet their duty of care to the shareholders and be willing to commit to service over the long term, if called upon.
Our Nominating & Governance Committee considers a variety of skills, qualifications and experiences in evaluating collective Board composition and assessing individual directors and director nominees, some of which are noted below. In addition, the Board values other important factors such as professional reputation, diversity and collegiality.
Skills, Qualifications and Experiences Criteria

Corporate Strategy

CEO Experience or Similar

Digital/Technology/IT

Financial Literacy/Accounting

Financial Services Industry

Governance/Compliance (including ESG matters)

Government/Regulatory/Public Policy

Insurance and Reinsurance Industry

International Business

M&A/Business Development
The above is not an exhaustive list. Our Nominating & Governance Committee may consider these criteria and other additional criteria from time to time, and may adjust the importance of certain criteria based on factors including current Board composition and evolving business, governance, regulatory and other considerations.
Chubb Limited 2021 Proxy Statement
21

Agenda Item 5
Our Director Nominees
Our Board of Directors has nominated a slate of 13 director nominees, comprised of 12 current directors and one new nominee, for election to the Board of Directors. All directors will serve a one-year term from the 2021 Annual General Meeting until our next annual general meeting. There will be a separate vote on each nominee.
The current directors who are standing for re-election are Evan G. Greenberg, Michael P. Connors, Michael G. Atieh, Sheila P. Burke, Mary Cirillo, Robert J. Hugin, Robert W. Scully, Eugene B. Shanks, Jr., Theodore E. Shasta, David H. Sidwell, Olivier Steimer and Frances F. Townsend. The new director nominee is Luis Téllez. Two of our current directors, James I. Cash and John A. Edwardson, are retiring from our Board of Directors at the expiration of their terms as of the Annual General Meeting and are not standing for re-election. We thank both Mr. Cash and Mr. Edwardson for their years of exemplary service on our Board of Directors.
Our Nominating & Governance Committee regularly considers and will continue to assess Board size, tenure and refreshment, and whether the Board has the right mix of skills, qualifications and experiences. We believe 13 directors is the appropriate size for the Board at this time.
Biographical information for each of the nominees is included below.
Evan G. Greenberg
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Chairman and
Chief Executive Officer,
Chubb Limited
Age: 66
Years of Service: 19
Committee Memberships:
Executive (Chairman)
Evan G. Greenberg was elected as our Chairman of the Board in May 2007. We appointed Mr. Greenberg as our President and Chief Executive Officer in May 2004 and as our President and Chief Operating Officer in June 2003. In April 2002, Mr. Greenberg was appointed to the position of Chief Executive Officer of ACE Overseas General. Mr. Greenberg joined the Company as Vice Chairman, ACE Limited, and Chief Executive Officer of ACE Tempest Re in November 2001. Prior to joining the Company, Mr. Greenberg was most recently President and Chief Operating Officer of American International Group, Inc. (AIG) from 1997 until 2000. From 1975 until 1997, Mr. Greenberg held a variety of senior management positions at AIG, including President and Chief Executive Officer of AIU, AIG’s foreign general insurance organization. Mr. Greenberg was during the past five years a member of the Board of Directors of The Coca-Cola Company, where he was Chairman of the Audit Committee and a member of the Finance Committee.
Skills and Qualifications:
Mr. Greenberg has a long and distinguished record of leadership and achievement in the insurance industry. He has been our Chief Executive Officer since 2004 and has served in senior management positions in the industry for over 40 years. Mr. Greenberg’s record of managing large and complex insurance operations and the skills he developed in his various roles suit him for his role as a Director of the Company and Chairman of the Board, in addition to his Chief Executive Officer position.
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Agenda Item 5
Michael P. Connors
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Chairman and
Chief Executive Officer,
Information Services Group, Inc.
Independent Lead Director
Age: 65
Years of Service: 10
Committee Memberships:
Compensation (Chair),
Nominating & Governance,
Executive
Michael P. Connors is Chairman of the Board and Chief Executive Officer of Information Services Group, Inc., a technology insights, market intelligence and advisory services company. He is also a founder of that company. Mr. Connors served as a member of the Executive Board of VNU N.V., a worldwide media and marketing information company, from the merger of ACNielsen into VNU in 2001 until 2005, and he served as Chairman and Chief Executive Officer of VNU Media Measurement & Information Group and Chairman of VNU World Directories until 2005. He previously was Vice Chairman of the Board of ACNielsen from its spin-off from the Dun & Bradstreet Corporation in 1996 until 2001, was Senior Vice President of American Express Travel Related Services from 1989 until 1995, and before that was a Corporate Vice President of Sprint Corporation. Mr. Connors was during the past five years a member of the Board of Directors of Eastman Chemical Company.
Skills and Qualifications:
Mr. Connors is a successful chief executive officer, who brings to the Board substantial corporate management experience in a variety of industries as well as expertise in marketing, media and public relations through his high-level positions at marketing and information-based companies. Mr. Connors’ skills are enhanced through his current and past experience serving on several public company boards, which furthers his ability to provide valued oversight and guidance to the Company as Lead Director and strategies to inform the Board’s general decision-making, particularly with respect to management development, executive compensation and other human resources issues. He has also served as the chair of two compensation committees.
Though Mr. Connors is the current chief executive officer of a public company, he has attended 100% of all Board and committee meetings for which he was a member since joining the Board in 2011. His duty as a chief executive officer has not prevented him from effectively focusing on Board and committee matters.
Michael G. Atieh
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Retired Chief Financial and
Business Officer,
Ophthotech Corporation
Age: 67
Years of Service: 30
Committee Memberships:
Risk & Finance
Michael G. Atieh served as Executive Vice President and Chief Financial and Business Officer of Ophthotech Corporation (a biopharmaceutical company) from September 2014 until March 2016. From February 2009 until its acquisition in February 2012, Mr. Atieh was Executive Chairman of Eyetech Inc., a private specialty pharmaceutical company. He served as Executive Vice President and Chief Financial Officer of OSI Pharmaceuticals from June 2005 until December 2008. Mr. Atieh is currently Chairman of the Board of Directors and a member of the Nominating and Governance Committee of electroCore, Inc., a director and Chairman of the Audit Committee of Immatics N.V. and a director and Chairman of the Audit Committee of Oyster Point Pharma. He served as a member of the Board of Directors of Theravance Biopharma, Inc. from June 2014 to April 2015, and as a member of the Board of Directors and Chairman of the Audit Committee for OSI Pharmaceuticals from June 2003 to May 2005. Previously, Mr. Atieh served at Dendrite International, Inc. as Group President from January 2002 to February 2004 and as Senior Vice President and Chief Financial Officer from October 2000 to December 2001. He also served as Vice President of U.S. Human Health, a division of Merck & Co., Inc., from January 1999 to September 2000, as Senior Vice President — Merck-Medco Managed Care, L.L.C., an indirect wholly-owned subsidiary of Merck, from April 1994 to December 1998, as Vice President — Public Affairs of Merck from January 1994 to April 1994 and as Treasurer of Merck from April 1990 to December 1993.
Skills and Qualifications:
Mr. Atieh brings a wealth of diverse business experience to the Board which he gained as a senior executive in a Fortune 50 company, large and small biotechnology companies and technology and pharmaceutical service companies. His experience in finance includes serving as a chief financial officer, developing and executing financing strategies for large acquisitions, and subsequently leading the integration efforts of newly acquired companies. He was an audit manager at Ernst & Young and has served as chair of the audit committee of Chubb and other public companies. Mr. Atieh also has deep knowledge of sales and operations gained from over a decade of experience in these disciplines, with extensive customer-facing responsibilities that also contribute to his value as a director.
Chubb Limited 2021 Proxy Statement
23

Agenda Item 5
Sheila P. Burke
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Faculty Research Fellow, John F.
Kennedy School of Government,
Harvard University
Age: 70
Years of Service: 5
Committee Memberships:
Risk & Finance
Sheila Burke is a Faculty Research Fellow at the Malcolm Wiener Center for Social Policy, and has been a Member of Faculty at the John F. Kennedy School of Government, Harvard University, since 2007. She has been a Senior Public Policy Advisor at Baker, Donelson, Bearman, Caldwell & Berkowitz since 2009. From 1997 to 2016, Ms. Burke was a member of the board of directors of The Chubb Corporation (Chubb Corp.) and served as chair of its Corporate Governance & Nominating Committee and as a member of the Chubb Corp. board’s Executive Committee and Organization & Compensation Committee at the time of the merger with the Company. From 2004 to 2007, Ms. Burke served as Deputy Secretary and Chief Operating Officer of the Smithsonian Institution. Ms. Burke previously was Under Secretary for American Museums and National Programs, Smithsonian Institution, from June 2000 to December 2003. She was Executive Dean and Lecturer in Public Policy of the John F. Kennedy School of Government, Harvard University, from November 1996 until June 2000. Ms. Burke served as Chief of Staff to the Majority Leader of the U.S. Senate from 1985 to 1996. Ms. Burke was also previously a member of the board of directors of WellPoint, Inc. (now Anthem Inc.).
Skills and Qualifications:
Ms. Burke brings an extensive knowledge of public policy matters and governmental affairs, in both public service and private practice, to our Board of Directors. In addition, her substantial experience on public, private and not-for-profit boards enables her to provide valuable oversight and guidance to our management on strategy, regulatory matters and risk management.
Mary Cirillo
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Retired Executive Vice President
and Managing Director,
Deutsche Bank
Age: 73
Years of Service: 15
Committee Memberships:
Nominating & Governance (Chair),
Compensation, Executive
Mary Cirillo is a retired banking executive and former advisor to Hudson Venture Partners L.P. (venture capital). She served as Chairman of OPCENTER, LLC (help desk and network operations services) from 2000 to 2004. She was Chief Executive Officer of Global Institutional Services of Deutsche Bank from July 1999 until February 2000. Previously, she served as Executive Vice President and Managing Director of Bankers Trust Company (which was acquired by Deutsche Bank), which she joined in 1997. From 1977 to 1997, she was with Citibank, N.A., most recently serving as Senior Vice President. Ms. Cirillo previously served as a director of Thomson Reuters Corporation and as a director of DealerTrack Technologies.
Skills and Qualifications:
Ms. Cirillo has spent a career in software product development, business management in transaction service businesses and in commercial banking. She has developed and led global businesses and served as chief executive officer for various subsidiaries at two major financial institutions. She has also led major turnaround efforts in global financial institutions. Ms. Cirillo also has experience in private equity. This business experience allows Ms. Cirillo to bring financial services and technology leadership skills to the Board.
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Chubb Limited 2021 Proxy Statement

Agenda Item 5
Robert J. Hugin
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Former Chairman and
Chief Executive Officer,
Celgene Corporation
Age: 66
Years of Service: 1
Committee Memberships:
Audit
Robert J. Hugin served as Chief Executive Officer of Celgene Corporation (a biopharmaceutical company) from June 2010 until March 2016, as Chairman of its Board of Directors from June 2011 to March 2016 and as Executive Chairman from March 2016 to January 2018. Prior to June 2016, Mr. Hugin held a number of management roles at Celgene, including President from May 2006 to July 2014, Chief Operating Officer from May 2006 to June 2010 and Senior Vice President and Chief Financial Officer from June 1999 to May 2006. Prior to that, Mr. Hugin was a Managing Director at J.P. Morgan & Co. Inc., which he joined in 1985. Mr. Hugin is currently a director of Biohaven Pharmaceutical Holding Company Ltd. In the past five years Mr. Hugin also served as a director of Allergan plc, Danaher Corporation and The Medicines Company.
Skills and Qualifications:
Mr. Hugin brings significant and extensive executive leadership to our Board. His experience as a chief executive officer and his outside board service enables him to provide valuable insight on complex business and financial matters and guidance to our management on strategy. In addition, his role as chairman and chief executive of a global public company provides a depth of knowledge in handling a broad array of complex operational, regulatory and international issues.
Robert W. Scully
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Retired Co-President,
Morgan Stanley
Age: 71
Years of Service: 7
Committee Memberships:
Audit (Chair), Executive
Robert W. Scully was a member of the Office of the Chairman of Morgan Stanley from 2007 until his retirement in 2009, and he previously served at Morgan Stanley as Co-President, Chairman of global capital markets and Vice Chairman of investment banking. Prior to joining Morgan Stanley in 1996, he served as a managing director at Lehman Brothers and at Salomon Brothers Inc. Mr. Scully is currently a director of KKR & Co. Inc. and Zoetis Inc. Previously, Mr. Scully was a Public Governor of the Financial Industry Regulatory Authority (FINRA) and a director of UBS Group AG, Bank of America Corporation, GMAC Financial Services and MSCI Inc.
Skills and Qualifications:
Mr. Scully’s lengthy career in the global financial services industry brings expertise in capital markets activities and, of particular note, risk management to the Board. Mr. Scully has a broad range of experience with oversight stemming from his extensive service as a director; he has served or is serving on four other organizations’ audit committees (including FINRA), three companies’ compensation committees, a risk committee and a nominating and governance committee. Mr. Scully’s experience with and knowledge of talent development and strategic initiatives are also important to the Board.
Eugene B. Shanks, Jr.
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Retired President,
Bankers Trust Company
Age: 74
Years of Service: 10
Committee Memberships:
Risk & Finance
Eugene B. Shanks, Jr., until December 2019, was a member of the Board of Directors of Federal Home Loan Mortgage Corporation (Freddie Mac). During his tenure, among other positions, he served as Chair of the Nominating and Governance Committee, Chair of the Compensation Committee, as a member of the Audit Committee and as a member of the Risk Committee. From 1997 until its sale in 2002, Mr. Shanks was President and Chief Executive Officer of NetRisk, Inc., a risk management software and advisory services company he founded. From 1973 to 1978 and from 1980 to 1995, Mr. Shanks held a variety of positions with Bankers Trust New York Corporation and Bankers Trust Company, including head of Global Markets from 1986 to 1992 and President and Director from 1992 to 1995.
Skills and Qualifications:
With two decades of varied banking experience, Mr. Shanks brings extensive finance expertise to the Board. He earned a PhD in economics at Stanford University. In addition, he has a strong background in both asset and risk management, which are two areas that are very important to Chubb’s business. Our Board also benefits from the leadership experience that Mr. Shanks gained from serving as a president of Bankers Trust. Mr. Shanks’s public company board experience also contributes to his value as a director.
Chubb Limited 2021 Proxy Statement
25

Agenda Item 5
Theodore E. Shasta
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Retired Partner,
Wellington Management Company
Age: 70
Years of Service: 11
Committee Memberships:
Audit
Theodore E. Shasta is a Director of MBIA, Inc. and also serves as the Chair of its Audit Committee and a member of its Finance and Risk Committee, Compensation and Governance Committee and Executive Committee. Mr. Shasta was formerly a Senior Vice President and Partner of Wellington Management Company, a global investment advisor. Mr. Shasta joined Wellington Management Company in 1996 and specialized in the financial analysis of publicly-traded insurance companies and retired in June 2009. Prior to joining Wellington Management Company, Mr. Shasta was a Senior Vice President of Loomis, Sayles & Company (investment management). Before that, he served in various capacities with Dewey Square Investors and Bank of Boston. In total, Mr. Shasta spent 25 years covering the insurance industry as a financial analyst.
Skills and Qualifications:
Mr. Shasta’s history of working in the financial services industry, as well as in the property and casualty insurance arena, brings valuable insight and perspective to the Board. His years of analysis of companies like Chubb and its peer group provide him with deep knowledge of particular business and financial issues we face. His financial acumen and industry knowledge make him a valuable contributor to the Audit Committee. Mr. Shasta has been a Chartered Financial Analyst since 1986.
David H. Sidwell
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Retired Chief Financial Officer,
Morgan Stanley
Age: 68
Years of Service: 7
Committee Memberships:
Audit
David H. Sidwell was Executive Vice President and Chief Financial Officer of Morgan Stanley from March 2004 to October 2007, when he retired. From 1984 to March 2004, Mr. Sidwell worked for JPMorgan Chase & Co. in a variety of financial and operating positions, most recently as Chief Financial Officer of JPMorgan Chase’s investment bank from January 2000 to March 2004. Prior to joining JP Morgan in 1984, Mr. Sidwell was with Price Waterhouse LLP, a major public accounting firm, from 1975 to 1984, where he was qualified as a chartered accountant with the Institute of Chartered Accountants in England and Wales. Mr. Sidwell was Senior Independent Director of UBS Group AG until April 2020 and was a director of the Federal National Mortgage Association (Fannie Mae) until October 2016.
Skills and Qualifications:
Mr. Sidwell has a strong background in accounting, finance and capital markets, as well as the regulation of financial institutions, complementary to his role on the Audit Committee. He also has considerable expertise in risk management from chairing the risk committee of a public company and his executive positions. Mr. Sidwell further contributes experience in executive compensation and corporate governance from his service on the committees of other public company boards. This comprehensive range of experience contributes greatly to his value as a Board member.
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Chubb Limited 2021 Proxy Statement

Agenda Item 5
Olivier Steimer
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Former Chairman,
Banque Cantonale Vaudoise
Age: 65
Years of Service: 13
Committee Memberships:
Risk & Finance (Chair),
Executive
Olivier Steimer was Chairman of the Board of Banque Cantonale Vaudoise from October 2002 until December 2017. Previously, he worked for the Credit Suisse Group from 1983 to 2002, with his most recent position at that organization being Chief Executive Officer, Private Banking International, and member of the Group Executive Board. Mr. Steimer has served since 2013 on the Board of Allreal Holding AG (Swiss real estate manager and developer) and since January 2018 on the Board of Bank Lombard Odier & Co. Ltd. (a Swiss private bank). Also, since 2009, he has served as a member, and since 2012 as Vice Chairman, of the Bank Council of Swiss National Bank. He was Chairman of the foundation board of the Swiss Finance Institute until June 2017. From 2010 to 2014, he was Vice Chairman of the Board of Directors of SBB CFF FFS (the Swiss national railway company), and from 2009 until 2012, he was the Chairman of the Board of Piguet Galland & Cie SA. Mr. Steimer is a Swiss citizen.
Skills and Qualifications:
Mr. Steimer has a strong background of leadership in chairman and chief executive officer roles. He has deep knowledge of sophisticated banking and finance matters derived from his extensive experience in the financial services industry. As a Swiss company, Chubb benefits specifically from Mr. Steimer being a Swiss citizen and resident, and his insight into the Swiss commercial and insurance arenas provides valuable perspective to the Board.
Luis Téllez
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Former Chairman and
Chief Executive Officer,
Mexican Stock Exchange
Age: 62
Years of Service: New Nominee
Luis Téllez was Chairman and CEO of the Mexican Stock Exchange (MSE) from May 2009 to December 2014. He served as Mexico’s Secretary of Communications and Transportation from 2006 to 2009 and Secretary of Energy from 1997 to 2000. He also served as Chief of Staff to President Ernesto Zedillo from 1994 to 1997. Since April 2015, he has led the operations in Mexico of KKR & Co. Inc. (a global investment firm) as Senior Advisor, Head of Mexico. From 2015 until March 2020, Mr. Téllez served as President of the NTT consulting firm Everis in Mexico (technology consulting). Prior to the MSE, he was Managing Director of the Carlyle Group (investment firm) in Mexico (2003-2006) and Chief Executive Officer of Desc (2001-2003), a Mexican industrial conglomerate. Mr. Téllez was also Mexico’s Deputy Secretary of Agriculture from 1990 to 1993 and Head Economist at Mexico’s Treasury department from 1987 to 1990. Mr. Tellez earned a PhD in economics at the Massachusetts Institute of Technology.
Since October 2020, Mr. Téllez has served as a consultant to Chubb’s Board of Directors (which role will terminate as of the Annual General Meeting), and he previously served on Chubb’s international advisory board. Mr. Téllez currently serves as a director of two public companies in Mexico, Cultiva and Grupo Aereoportuario del Pacífico, and was a director of Sempra Energy from 2010 until 2015.
Skills and Qualifications:
Mr. Téllez would bring to the Board significant business, executive, public policy, government and international affairs expertise. His extensive experience and strong background in Latin America would also provide the Board with valuable insights and perspectives on a key growth region for the Company. Mr. Téllez’s successful performance in board, executive and senior leadership positions over the past three decades in a variety of areas in both the private sector and public sector also provide additional value to understanding and providing oversight of the variety of business, legal and regulatory matters affecting the Company.
Chubb Limited 2021 Proxy Statement
27

Agenda Item 5
Frances F. Townsend
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Executive Vice President for
Corporate Affairs,
Activision Blizzard
Age: 59
Years of Service: 1
Committee Memberships:
Compensation, Risk & Finance
Frances F. Townsend is Executive Vice President for Corporate Affairs at Activision Blizzard (interactive gaming and entertainment), a company she has been with since December 2020. From October 2010 until December 2020, Ms. Townsend served at MacAndrews & Forbes Incorporated (a diversified holding company). At the time of her departure she was Vice Chairman, General Counsel and Chief Administrative Officer. From April 2009 to October 2010, Ms. Townsend was a partner at the law firm of Baker Botts LLP. Prior to that, she served as Assistant to President George W. Bush for Homeland Security and Counterterrorism and chaired the U.S. Homeland Security Council from May 2004 until January 2008. She also served as Deputy Assistant to the President and Deputy National Security Advisor for Combating Terrorism from May 2003 to May 2004. Prior to serving the President, Ms. Townsend was the first Assistant Commandant for Intelligence for the U.S. Coast Guard and spent 13 years at the U.S. Department of Justice in various senior positions. Ms. Townsend is a board member of the Council on Foreign Relations and the Trilateral Commission, and is currently a director of Freeport-McMoRan Inc. and Investcorp. During the past five years, Ms. Townsend served as a director of Scientific Games Corporation, SciPlay Corporation and The Western Union Company.
Skills and Qualifications:
Ms. Townsend brings to the board extensive public policy, government, regulatory and legal experience as well as a strong background in domestic and international affairs, risk management, strategic planning and intelligence and security matters. Ms. Townsend also has significant leadership experience through her various senior roles in U.S. government, including as chair of the U.S. Homeland Security Council. Ms. Townsend’s public board experience also contributes to her value as a director.
Voting Requirement to Approve Agenda Item
The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to elect each of the above nominees in this agenda item.
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Chubb Limited 2021 Proxy Statement

Agenda Item 6
Election of the Chairman of the Board of Directors
Agenda Item
Our Board of Directors is asking shareholders to elect Evan G. Greenberg as Chairman of the Board of Directors until our next annual general meeting.
Explanation
Under Swiss law and our Articles of Association, the authority to elect the Chair of our Board of Directors is vested with our shareholders, who elect a Chair from the directors elected under Agenda Item 5.
With the recommendation of our Nominating & Governance Committee, our Board of Directors has nominated our current Chairman, Mr. Evan G. Greenberg, for election by shareholders as the Chairman of the Board of Directors until our next annual general meeting. Biographical information regarding Mr. Greenberg may be found under Agenda Item 5.
Mr. Greenberg has served as our Chairman since 2007, a period of sustained success for the Company. Under his leadership, the Company has created superior shareholder value. Between 2008, his first full year as Chairman, and 2020, our book value per share grew at a compound annual growth rate (CAGR) of 9.8% and our tangible book value per share CAGR was 8.8%.
During 2020, Mr. Greenberg provided strong leadership with steadfast focus in an extraordinary year and as a result, Chubb delivered solid financial results in a challenging environment, and made strategic decisions that we believe position the Company well for the future. The Company’s performance was exceptional in the context of the historic and unprecedented times globally. Despite the impacts of COVID-19, the Company delivered profitable results, headlined by rapid premium revenue growth and underwriting margin improvement across our commercial lines portfolio globally, and the balance sheet is in excellent shape.
Mr. Greenberg’s performance as Chairman during a pivotal year further illustrated his immense value to our Board. Our Board continues to believe that he has the skills and experience to best perform the Chairman role and it is in the best interest of the Company and shareholders for Mr. Greenberg to remain as Chairman. He was a visible leader both internally and externally throughout the year, making bold and decisive decisions in the face of the health, economic, political and social impact of the COVID-19 pandemic, including actions taken to protect the health and
wellbeing of employees, to ensure business continuity and to prudently strengthen reserves due to COVID-19 and the uncertainty in the global environment.
Annual Board Review of Leadership Structure
Each year, the Board of Directors reviews its leadership structure and considers shareholder feedback. The Board of Directors (with Mr. Greenberg abstaining) has unanimously agreed that it is in the best interest of the Company and shareholders for Mr. Greenberg to continue in his role as Chairman of the Board for the upcoming year. The Board believes he has the skills and experience to best perform both the Chairman and CEO roles at this time.
Board Leadership: Our Independent Lead Director
While Mr. Greenberg serves as Chairman, Board leadership comes also from our Lead Director, Mr. Michael P. Connors. Our Board structure provides for a strong Lead Director position to promote and foster strong director independence in deliberations and overall governance. The Lead Director provides a forum for independent director deliberation and feedback and helps assure that all Board members have the means to, and do, carry out their responsibilities in accordance with their fiduciary duties.
At every regular Board meeting, the Lead Director presides over an executive session with only the independent directors present. Our Nominating & Governance Committee, and the entire Board of Directors, regularly reviews our Board leadership structure, and in particular examines and reaffirms the significant authority and powers of our Lead Director. See “Corporate Governance — Board Leadership Structure” on page 61 of this proxy statement for more details on the powers and responsibilities of our Lead Director.
Chubb Limited 2021 Proxy Statement
29

Agenda Item 6
What Happens If Shareholders Do Not Approve This Proposal?
If the shareholders do not approve this proposal, then the Board will consider the reasons the shareholders did not approve the proposal, if known, and will call an extraordinary general meeting of shareholders for reconsideration of the proposal or a revised proposal.
Voting Requirement to Approve Agenda Item
The affirmative “FOR” vote of a majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.
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Chubb Limited 2021 Proxy Statement

Agenda Item 7
Election of the Compensation Committee of the Board of Directors
Agenda Item
Our Board of Directors is asking shareholders to elect each of the director nominees Michael P. Connors, Mary Cirillo and Frances F. Townsend individually as members of the Compensation Committee until our next annual general meeting.
Explanation
Under Swiss law and our Articles of Association, authority to elect the members of the Compensation Committee of our Board of Directors is vested with our shareholders, who elect members of the Compensation Committee from the directors elected under Agenda Item 5.
Upon the recommendation of our Nominating & Governance Committee, our Board of Directors has nominated a slate of three nominees for election at the Annual General Meeting to the Compensation Committee of our Board of Directors until our next annual general meeting. Each of Michael P. Connors, Mary Cirillo and Frances F. Townsend is currently serving on the Compensation Committee. Biographical information regarding each of the nominees may be found under Agenda Item 5.
The Board of Directors has unanimously agreed that service by each nominee to the Compensation Committee is in the
best interest of the Company and the shareholders. Each of the nominees has been determined by the Nominating & Governance Committee and the Board of Directors to satisfy the Company’s Categorical Standards for Director Independence and related rules of the NYSE.
John A. Edwardson, currently a member of the Compensation Committee, is retiring from our Board at the expiration of his term as of the date of the Annual General Meeting and is not standing for re-election.
Subject to re-election to the Board and the Compensation Committee, Frances F. Townsend will become the Chair of the Compensation Committee effective immediately following the Annual General Meeting. The current Compensation Committee Chair, Mr. Michael P. Connors, is also the Company’s Lead Director and will continue in the Lead Director role following the Annual General Meeting, subject to his re-election to the Board.
What Happens If Shareholders Do Not Approve This Proposal?
If the shareholders do not approve this proposal, then the Board will consider the reasons the shareholders did not approve the proposal, if known, and will call an extraordinary general meeting of shareholders for reconsideration of the proposal or a revised proposal.
Voting Requirement to Approve Agenda Item
The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to elect each of the above nominees in this agenda item.
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Chubb Limited 2021 Proxy Statement
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Agenda Item 8
Election of Homburger AG as Independent Proxy
Agenda Item
Our Board of Directors is asking shareholders to elect Homburger AG as the Company’s independent proxy until the conclusion of our next annual general meeting.
Explanation
Under Swiss law and our Articles of Association, shareholders have the authority to elect an independent proxy. Swiss law does not permit other forms of institutional proxies such as corporate proxies (appointing an officer or another representative of the Company) or depositary bank representatives as defined under Swiss law.
The independent proxy’s main task is to exercise the voting rights granted to it by shareholders in accordance with
shareholder instructions. The independent proxy will not make statements, submit proposals or ask questions of the Board of Directors on behalf of shareholders.
Our Board of Directors has recommended that Homburger AG, Prime Tower, Hardstrasse 201, CH-8005 Zurich, Switzerland be elected as our independent proxy until the conclusion of our next annual general meeting. Homburger AG is a Swiss law firm.
What Happens If Shareholders Do Not Approve This Proposal?
If the shareholders do not approve this proposal, then the Board will consider the reasons the shareholders did not approve the proposal, if known, and will call an extraordinary general meeting of shareholders for reconsideration of the proposal or a revised proposal.
Voting Requirement to Approve Agenda Item
The affirmative “FOR” vote of a majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.
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Chubb Limited 2021 Proxy Statement

Agenda Item 9
Approval of the Chubb Limited 2016 Long-Term Incentive Plan, as Amended and Restated
Agenda Item
Our Board of Directors is asking shareholders to approve the proposed Chubb Limited 2016 Long-Term Incentive Plan, as amended and restated (Amended LTIP). The following summary of the Amended LTIP is qualified in its entirety by the complete text of the Amended LTIP contained in Annex A.
Explanation
The Chubb Limited 2016 Long-Term Incentive Plan (LTIP) was first adopted by our Board of Directors on February 25, 2016 and approved by shareholders on May 19, 2016 (Current LTIP). On February 25, 2021, our Board of Directors adopted the Amended LTIP, subject to and effective as of shareholder approval at the Annual General Meeting (such date, the Effective Date).
If the Amended LTIP is approved by shareholders, the number of Common Shares available for delivery under the LTIP will increase by 13.4 million shares. It will also increase by 6.7 million shares the sublimit that restricts the ability to grant “full value awards” under the LTIP.
The practical impact of these increases will be to give our Board of Directors discretion to continue to grant awards under the LTIP in the future, for up to approximately three years, before another shareholder vote would be necessary. This three-year estimate is based on the rate of annual grants in the past, and assumes future grants are consistent with our past practice, adjusted to reflect anticipated growth of the Company and other relevant factors.
Certain other changes in the Amended LTIP are also requested primarily to reflect the elimination of the U.S Internal Revenue Code Section 162(m) tax deduction limitation exception for performance-based compensation, since it no longer applies to award grants under the plan as a result of 2017 U.S. tax reform. However, certain provisions included in the Current LTIP due to Section 162(m) have been maintained in the Amended LTIP as a matter of good corporate governance and other factors.
Equity compensation has always been an important component of our employee and director compensation programs. We believe it aligns employee and director compensation with shareholder interests and properly defers value to the medium- or long-term. Approving the Amended LTIP would allow our Board to continue to attract and retain directors and key employees, provide them competitive compensation, adapt to evolving compensation practices and account for the growth of Chubb and its employees.
It is our practice to make annual equity awards to a large group of our employees (approximately 5,100 individuals in 2021) — not a small group of key executives — which makes the Amended LTIP an important part of our compensation program. We expect that equity awards will continue to be reasonably stable and largely based on performance factors set forth elsewhere in this proxy statement, and we will continue to comply with SEC and NYSE requirements, such as proxy disclosure requirements, for stock plans. The Amended LTIP has additional safeguards, including limits on annual grants to individuals, prohibitions on option repricing and below-grant date fair market value option exercise prices, and minimum vesting provisions for all awards. We also strongly link employee and equity compensation to our financial results. We believe our historical equity award practices directly contribute to successful financial performance, and our financial performance and strength provide the rationale for historical and anticipated grant amounts.
The Amended LTIP is subject to shareholder approval at the Annual General Meeting, and will become effective upon that approval. The Current LTIP remains in effect until that time but no grants can be made under the Current LTIP after approval of the Amended LTIP.
As reflected in Article 5 of our Articles of Association, our shareholders approved a reserve of 33,000,000 shares of “conditional share capital” ​(of which 25,410,929 shares remain available) in connection with our redomestication to Switzerland in July 2008, providing a pool of shares with respect to which the Board of Directors may authorize the issuance of option rights to our employees, directors and consultants. Our Articles of Association also require that equity grants to our Executive Management consist of instruments permitted by an equity plan that has been approved by our shareholders. The Amended LTIP is being submitted to shareholders, despite the previous authorization of conditional share capital, to comply with NYSE requirements and our Articles of Association.
Chubb Limited 2021 Proxy Statement
33

Agenda Item 9
Summary of Awards Granted and Shares Remaining Available under the Current LTIP
On February 25, 2021, we granted 1,135,841 performance share and restricted stock awards and 322,047 restricted stock units to our employees and the employees of our subsidiaries, each with a grant date fair value of $164.94. We also granted 1,800,400 stock options at an exercise price of $164.94.
As of March 1, 2021, there were 450,104,985 Common Shares outstanding. At that date, there were a total of 4,357,208 Common Shares that remained available for future issuance under the Current LTIP.
The number of Common Shares to be issued upon exercise of outstanding options, warrants, and rights, was 12,571,294, with a weighted-average exercise price of outstanding options, warrants, and rights of $132.09 and a weighted average remaining contractual term of 6.5 years. As of
March 1, 2021, there were 3,245,092 outstanding unvested performance share and restricted stock awards, and 826,390 outstanding unvested restricted stock units. Under the Current LTIP limit of 9.75 million full value awards, 2,613,449 full value awards remained available for future issuance under the Current LTIP.
The Current LTIP is the only plan under which we are currently authorized to issue equity grants to employees and directors of Chubb or its subsidiaries, as well as consultants and other persons providing services to Chubb or its subsidiaries. In addition, we maintain our employee stock purchase plan, discussed in the “Authorized Securities under Equity Compensation Plans” table below, which allows eligible participants to purchase Common Shares.
Purpose of the Amended LTIP
As described more generally above, the purpose of the Amended LTIP is to:

attract and retain persons eligible to participate in the Amended LTIP;

create a link between recent performance, compensation and the enhancement of long-term shareholder return;

motivate eligible individuals to whom awards under the Amended LTIP are granted (Participants), by means of appropriate incentives, to achieve long-range goals;

provide incentive compensation opportunities that are competitive with those of other similar companies; and

further align Participants’ interests with those of our other shareholders through compensation that is based on our Common Shares.
The Amended LTIP promotes the long-term financial interest of Chubb and its subsidiaries, including the growth in value of Chubb’s equity and enhancement of long-term shareholder return. The Amended LTIP also serves to set parameters and describe for shareholders terms under which the Board is permitted to issue shares out of previously-approved conditional share capital to employees, directors and consultants.
We use equity-based compensation granted under our long-term incentive plans as a key element of our executives’
compensation packages, and each year we disclose the prior year grants to and other compensation of our named executive officers in our proxy statement and of our Executive Management in our Swiss Compensation Report. We believe the Amended LTIP assists with linking executives’ overall compensation opportunities to the enhancement of long-term shareholder return. Additionally, we have previously established a set of guidelines aimed at increasing officer and director Common Share ownership. Approval of the Amended LTIP will help achieve this goal and is necessary in order for us to continue making equity awards to employees and directors at competitive levels.
The Amended LTIP provides for the grant of non-qualified and incentive stock options, stock appreciation rights (SARs), full value awards and cash incentive awards. The flexibility inherent in the Amended LTIP permits the Board to change the type, terms and conditions of awards as circumstances may change. We believe that this flexibility and the resulting ability to more affirmatively adjust the nature and amounts of executive compensation are particularly important for our industry and to a global company such as ours, given the volatility of the public markets and reactions to economic and world events. Equity compensation, which aligns the interests of executives and our shareholders, is an important tool for our Board.
General Terms of the Amended LTIP
The Amended LTIP is administered by a committee of two or more Board members (Committee) selected by the Board. The Committee’s functions will be performed by the Compensation Committee. The Committee selects the Participants, the types of awards to be granted and the applicable terms, conditions, performance criteria, restrictions and other provisions of such awards. The
Committee may delegate all or any portion of its responsibilities or powers under the Amended LTIP to persons selected by it. If the Committee does not exist or for any other reason determined by the Board, and to the extent not prohibited by applicable law or the applicable rules of any stock exchange, the Board may take any action
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Chubb Limited 2021 Proxy Statement

Agenda Item 9
under the Amended LTIP that would otherwise be the responsibility of the Committee.
If the Amended LTIP is approved by shareholders, the maximum number of shares that may be delivered to Participants and their beneficiaries under the Amended LTIP will be (i) 32.9 million Common Shares (which includes all shares available for delivery under this clause (i) since the initial establishment of the Current LTIP in 2016); plus (ii) Common Shares that are subject to outstanding awards under the ACE Limited 2004 Long-Term Incentive Plan (ACE LTIP) immediately prior to the Effective Date that are forfeited, expire or are cancelled after the Effective Date without delivery of Common Shares (or which result in the forfeiture of Common Shares back to us). Any Common Shares covered by an award under the Amended LTIP that are not delivered to a Participant or beneficiary because the award is forfeited, expires or is cancelled shall not be deemed to have been delivered for purposes of determining the shares delivered to the Participant or beneficiary.
Subject to the preceding paragraph, the total number of shares covered by an award granted under the Amended LTIP will in each case be treated as delivered for this purpose to the extent payments or benefits are delivered to the Participant with respect to such shares. Accordingly (i) if an award denominated in Common Shares is settled in cash, the total number of shares with respect to which such payment is made shall be considered to have been delivered; (ii) if shares covered by an award are used to satisfy the applicable tax withholding obligation, the number of shares held back by us to satisfy such withholding obligation shall be considered to have been delivered; (iii) if the exercise price of any option granted under the Amended LTIP or ACE LTIP is satisfied by tendering Common Shares to us (including shares that would otherwise be distributable upon the exercise of the option), the number of shares tendered to satisfy such exercise price shall be considered to have been delivered; (iv) if cash or Common Shares are delivered in settlement of the exercise of an SAR, the total number of shares with respect to which such SAR is exercised shall be deemed delivered; and (v) if we repurchase shares with proceeds received from the exercise of an option issued under the Amended LTIP or ACE LTIP, the total number of shares repurchased shall be deemed delivered.
Prior to the Effective Date, the maximum number of Common Shares that may be delivered to Participants and their beneficiaries under the Current LTIP as full value awards may not exceed 9.75 million shares. However, 2,613,449 awards remained available for future issuance under this limit as of March 1, 2021. If the Amended LTIP is approved by shareholders, the maximum number of shares that may be delivered to Participants and their beneficiaries under the Amended LTIP as full value awards will be increased by 6.7 million shares.
The following additional limits apply to awards under the Amended LTIP:

the maximum number of Common Shares that may be covered by options and SARs granted to any one Participant in any one calendar year may not exceed 500,000 shares;

the maximum number of Common Shares that may be delivered to a Participant pursuant to a full value award during any one calendar year may not exceed 250,000;

the maximum amount of cash incentive awards payable to any one Participant with respect to any performance period equals $1,000,000 multiplied by the number of calendar months included in the performance period; and

the maximum number of Common Shares that can be delivered to Participants and beneficiaries with respect to incentive stock options shall be 32.9 million shares.
The Common Shares with respect to which awards may be made under the Amended LTIP shall be:

shares currently authorized but unissued;

to the extent permitted by applicable law, currently held or acquired by Chubb as treasury shares, including shares purchased in the open market or in private transactions; or

shares purchased in the open market by a direct or indirect wholly-owned subsidiary of Chubb (and Chubb may contribute to the subsidiary an amount sufficient to accomplish the purchase of the shares to be so acquired) (the Chairman and Chief Executive Officer or any executive officer of Chubb shall have the authority to determine whether and to what extent shares may be purchased in the open market by a subsidiary and whether and to what extent the Company may contribute amounts to a subsidiary to accomplish such purchase).
At the discretion of the Committee, an award under the Amended LTIP may be settled in cash rather than Common Shares. The closing price for our Common Shares on the NYSE on April 1, 2021 was $158.99 per share.
The Committee may use Common Shares available under the Amended LTIP as the form of payment for compensation, grants or rights earned or due under any other compensation plans or arrangements of Chubb or a subsidiary, including the plans and arrangements of Chubb or a subsidiary assumed in business combinations.
In the event of a corporate transaction involving Chubb, including, without limitation, any stock dividend, stock split, extraordinary cash dividend (other than regular, quarterly cash dividends), recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares, or any other extraordinary or unusual event affecting Common Shares without the Company’s receipt of consideration, the Committee may adjust awards to preserve the benefits or potential benefits of the awards. Action by the Committee may include adjustment of:

the number and kind of shares which may be delivered under the Amended LTIP;
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Agenda Item 9

the number and kind of shares subject to outstanding awards;

the exercise price of outstanding options and SARs; and

any other adjustments that the Committee determines to be equitable, which may include, without limitation:

replacement of awards with other awards which the Committee determines have comparable value and which are based on stock of a company resulting from the transaction, and

cancellation of the award in return for cash payment of the current value of the award, determined as though the award is fully vested at the time of payment, provided that in the case of an option, the amount of such payment may be the excess of value of the Common Shares subject to the option at the time of the transaction over the exercise price.
Awards under the Amended LTIP are not transferable except as designated by the Participant by will or by the laws of
descent and distribution, and except for transfers without consideration to the extent permitted by the Committee.
Minimum Vesting. Except for awards granted under the Amended LTIP with respect to Common Shares which do not exceed, in the aggregate, 5% of the total number of Common Shares reserved for delivery under the Amended LTIP, any award granted under the Amended LTIP (including, without limitation, options, SARs, full value awards and cash incentive awards) shall condition a Participant’s right to become vested in the award on completion of a minimum period of service with us or our subsidiaries of at least one year in the case of a service-based award and a minimum performance period of at least one year in the case of a performance-based award, except, in any case, if accelerated, to the extent permitted by the Committee, in the event of the Participant’s death or disability, retirement, involuntary termination, or change in control.
Eligibility
All employees and directors of Chubb or its subsidiaries, as well as consultants and other persons providing services to Chubb or its subsidiaries, are eligible to become Participants in the Amended LTIP, except that non-employees may not be granted incentive stock options. Additionally, all awards
granted to directors of Chubb shall be granted in accordance with our Articles of Association and Swiss law.
As of March 1, 2021, Chubb and its subsidiaries had approximately 31,000 employees.
Options
The Committee may grant an incentive stock option or non-qualified stock option to purchase Common Shares at an exercise price determined under the option. Except as described below, the exercise price for an option shall not be less than the fair market value of a Common Share at the time the option is granted. The exercise price of an option may not be decreased after the date of grant nor may an option be surrendered to Chubb as consideration for the grant of a replacement option or SAR with a lower exercise price or a full value award, except as approved by our shareholders or as adjusted for corporate transactions described above.
No option shall be surrendered to Chubb in consideration for a cash payment or grant of any other award if at the time of such surrender the exercise price of such option is greater than the then current fair market value of a Common Share, except as approved by our shareholders. In addition, the Committee may grant options with an exercise price less than the fair market value of a Common Share at the time of grant in replacement for awards under other plans assumed in connection with business combinations if the Committee determines that doing so is appropriate to preserve the benefit of the awards being replaced.
Options are subject to the one-year minimum vesting provisions described above. An option shall be exercisable in accordance with the terms established by the Committee. The full purchase price of each Common Share purchased upon the exercise of any option shall be paid at the time of exercise of the option (except in the case of a third-party exercise arrangement approved by the Committee). Except as otherwise determined by the Committee and subject to applicable law, the purchase price of an option shall be payable in cash, promissory notes, or Common Shares (valued at fair market value as of the day of exercise), including shares of stock otherwise distributable on the exercise of the option, or a combination thereof. The Committee, in its discretion, may impose such conditions, restrictions, and contingencies on Common Shares acquired pursuant to the exercise of an option as the Committee determines to be desirable. In no event will an option expire more than (or be exercisable after) 10 years after the grant date. No dividend equivalents may be granted under the Amended LTIP with respect to any option.
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Agenda Item 9
Stock Appreciation Rights
An SAR entitles the Participant to receive the amount (in cash or Common Shares) by which the fair market value of a specified number of Common Shares on the exercise date exceeds an exercise price established by the Committee. Except as described below, the exercise price for an SAR shall not be less than the fair market value of the Common Shares at the time the SAR is granted or, if less, the exercise price of a tandem option. The exercise price of an SAR may not be decreased after the date of grant nor may an SAR be surrendered to Chubb as consideration for the grant of a replacement option or SAR with a lower exercise price or a full value award, except as approved by our shareholders or as adjusted for corporate transactions described above. No SAR shall be surrendered to Chubb in consideration for a cash payment or grant of any other award if at the time of such surrender the exercise price of such SAR is greater than the then current fair market value of a Common Share, except as approved by our shareholders.
In addition, the Committee may grant SARs with an exercise price less than the fair market value of the Common Shares at
the time of grant in replacement for awards under other plans assumed in connection with business combinations if the Committee determines that doing so is appropriate to preserve the benefit of the awards being replaced. The Committee may grant an SAR independent of any option grant and may grant an option and SAR in tandem with each other, and SARs and options granted in tandem may be granted on different dates but may have the same exercise price provided, however, that in no event shall the exercise price of the later granted award be less than the fair market value of a Common Share on the date of grant.
SARs are subject to the one-year minimum vesting provisions described above. The Committee, in its discretion, may impose such conditions, restrictions, and contingencies on Common Shares acquired pursuant to the exercise of an SAR as the Committee determines to be desirable. In no event will an SAR expire more than (or be exercisable after) 10 years after the grant date. No dividend equivalents may be granted under the Amended LTIP with respect to any SAR.
Full Value Awards
The Committee may grant “full value awards” under the Amended LTIP. A full value award is the grant of one or more Common Shares or a right to receive one or more Common Shares in the future which is contingent on continuing service, the achievement of performance objectives during a specified period, or other restrictions as determined by the Committee or in consideration of a Participant’s previously performed services or surrender of other compensation that may be due.
Types of full value awards include restricted stock, restricted stock units, performance shares and performance units. Full value awards are subject to the one-year minimum vesting
provisions described above. The grant of full value awards may also be subject to such other conditions, restrictions and contingencies, as determined by the Committee. Dividends or dividend equivalents settled in cash or Common Shares may be granted to a Participant in relation to a full value award with payments made either currently or credited to an account. No dividend or dividend equivalents granted in relation to a full value award that is subject to vesting conditioned on the achievement of performance objectives shall be settled prior to the date such full value award (or applicable portion thereof) becomes vested and is settled.
Cash Incentive Awards
The Committee may grant “cash incentive awards” under the Amended LTIP. A cash incentive award is the grant of a right to receive a payment of cash (or in the discretion of the Committee, Common Shares having value equivalent to the cash otherwise payable) that is contingent on achievement of performance or other objectives over a specified period
established by the Committee. Cash incentive awards are subject to the one-year minimum vesting provisions described above. The grant of cash incentive awards may also be subject to such other conditions, restrictions and contingencies, as determined by the Committee.
Change in Control
The Amended LTIP provides that the occurrence of a change in control shall have the effect, if any, with respect to an award as determined by the Committee. For the purposes of the Amended LTIP, a “change in control” is generally deemed to occur when:

any person becomes the beneficial owner of 50% or more of Chubb’s voting stock;

the majority of the Board consists of individuals other than members of the Board on the Effective Date of the Amended LTIP, who we refer to as Incumbent Directors (any person becoming a director subsequent to the Effective
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Agenda Item 9
Date whose election or nomination for election was supported by three-quarters of the Incumbent Directors will also be considered an Incumbent Director);

Chubb adopts any plan of liquidation providing for the distribution of all or substantially all of its assets;

all or substantially all of the assets or business of Chubb are disposed of pursuant to a merger, consolidation or other transaction (unless our shareholders immediately prior to such merger, consolidation or other transaction beneficially own, directly or indirectly, in substantially the same
proportion as they owned the voting stock of Chubb, all of the voting stock or other ownership interests of the entity or entities, if any, that succeed to the business of Chubb); or

Chubb combines with another company and is the surviving corporation but, immediately after the combination, Chubb shareholders immediately prior to the combination hold, directly or indirectly, 50% or less of the voting stock of the combined company.
Amendment and Termination
The Board may amend or terminate the Amended LTIP at any time. The Board or the Committee may amend any award granted under the Amended LTIP, but no amendment or termination may adversely affect the rights of any Participant without the Participant’s written consent. The Board may not amend the provision of the Amended LTIP related to anti-repricing of stock options or SARs without approval of
shareholders or make any material amendments to the Amended LTIP without shareholder approval. The Amended LTIP will remain in effect as long as any awards under the Amended LTIP remain outstanding, but no new awards may be granted under the Amended LTIP after the tenth anniversary of the Effective Date.
United States Income Tax Considerations
The following is a brief description of the U.S. federal income tax treatment that will generally apply to awards under the Amended LTIP based on current U.S. income taxation with respect to Participants who are subject to U.S. income tax. These rules are highly technical and subject to change in the future, and the discussion does not purport to be a complete description of the tax aspects of the Amended LTIP.
Non-Qualified Options. The grant of a non-qualified option will not result in taxable income to the Participant. Except as described below, the Participant will realize ordinary income at the time of exercise in an amount equal to the excess of the fair market value of the Common Shares acquired over the exercise price for those shares. Gains or losses realized by the Participant upon disposition of such shares will be treated as capital gains and losses, with the basis in such Common Shares equal to the fair market value of the shares at the time of exercise.
Incentive Stock Options. The grant of an incentive stock option will not result in taxable income to the Participant. The exercise of an incentive stock option will not result in taxable income to the Participant provided that the Participant was, without a break in service, an employee of Chubb or a subsidiary during the period beginning on the date of the grant of the option and ending on the date three months prior to the date of exercise (one year prior to the date of exercise if the Participant is “disabled,” as that term is defined in the Internal Revenue Code).
The excess of the fair market value of the Common Shares at the time of the exercise of an incentive stock option over the exercise price is an adjustment that is included in the calculation of the Participant’s alternative minimum taxable income for the tax year in which the incentive stock option is
exercised. For purposes of determining the Participant’s alternative minimum tax liability for the year of disposition of the shares acquired pursuant to the incentive stock option exercise, the Participant will have a basis in those shares equal to the fair market value of the Common Shares at the time of exercise.
If the Participant does not sell or otherwise dispose of the Common Shares within two years from the date of the grant of the incentive stock option or within one year after the transfer of such Common Shares to the Participant, then, upon disposition of such Common Shares, any amount realized in excess of the exercise price will be taxed to the Participant as capital gain. A capital loss will be recognized to the extent that the amount realized is less than the exercise price.
If the above holding period requirements are not met, the Participant will generally realize ordinary income at the time of the disposition of the shares, in an amount equal to the lesser of (i) the excess of the fair market value of the Common Shares on the date of exercise over the exercise price, or (ii) the excess, if any, of the amount realized upon disposition of the shares over the exercise price. If the amount realized exceeds the value of the shares on the date of exercise, any additional amount will be capital gain. If the amount realized is less than the exercise price, the Participant will recognize no income, and a capital loss will be recognized equal to the excess of the exercise price over the amount realized upon the disposition of the shares.
Stock Appreciation Rights. The grant of an SAR will not result in taxable income to the Participant. Upon exercise of an SAR, the amount of cash or the fair market value of the Common Shares received will be taxable to the Participant as ordinary income. Gains and losses realized by the Participant upon
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Agenda Item 9
disposition of any such shares will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares at the time of exercise.
Full Value Awards. A Participant who has been granted a full value award will not realize taxable income at the time of grant, provided that the Common Shares subject to the award are not delivered at the time of grant, or if the Common Shares are delivered, it is subject to restrictions that constitute a “substantial risk of forfeiture” for U.S. income tax purposes. Upon the later of delivery or vesting of Common Shares subject to an award, the holder will realize ordinary income in an amount equal to the then fair market value of those shares. Gains or losses realized by the Participant upon disposition of such shares will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares at the time of delivery or vesting. Dividends paid to the holder during the restriction period, if so provided, will also be compensation income to the Participant.
Withholding of Taxes. The Company may withhold amounts from Participants to satisfy withholding tax requirements.
Except as otherwise provided by the Committee, Participants may have Common Shares withheld from awards or may tender previously owned Common Shares to the Company to satisfy tax withholding requirements. The Common Shares withheld from awards may only be used to satisfy the minimum statutory withholding obligation.
Tax Deduction. Chubb is not subject to U.S. income taxes. However, if an award is granted to a Participant employed by a subsidiary that is a U.S. taxpayer, the subsidiary generally will be entitled to a deduction equal to the amount of income includible in the Participant’s income.
Change In Control. Any acceleration of the vesting or payment of awards under the Amended LTIP in the event of a change in control may cause part or all of the consideration involved to be treated as an “excess parachute payment” under the Internal Revenue Code, which may subject the Participant to a 20% excise tax and preclude deduction by a subsidiary.
Tax Advice
U.S. Tax Advice. The preceding discussion is based on U.S. tax laws and regulations presently in effect, which are subject to change, and the discussion does not purport to be a complete description of the U.S. income tax aspects of the Amended LTIP. A Participant may also be subject to state and local taxes
in connection with the grant of awards under the Amended LTIP. We suggest that Participants consult with their individual tax advisors to determine the applicability of the tax rules to the awards granted to them in their personal circumstances.
Non-U.S. Tax Considerations. Participants subject to taxation in other countries should consult their tax advisor.
Authorized Securities under Equity Compensation Plans
The following table presents securities authorized for issuance under equity compensation plans at December 31, 2020:
Plan Category
Number of securities
to be issued upon
exercise of
outstanding options,
warrants, and rights
Weighted-average
exercise price of
outstanding options,
warrants, and rights
Number of securities
remaining available
for future issuance
under equity
compensation plans
Equity compensation plans approved by security holders(1)
11,478,183
$125.09(3)
8,978,256
Equity compensation plans not approved by security holders(2)
29,099
(1)
These totals include securities available for future issuance under the following plans:
i.
Chubb Limited 2016 Long-Term Incentive Plan (Current LTIP). A total of 19,500,000 shares are authorized to be issued pursuant to awards made as options, stock appreciation rights, stock units, performance shares, performance units, restricted stock, and restricted stock units. The maximum number of shares that may be delivered to participants and their beneficiaries under the Current LTIP shall be equal to the sum of: (x) 19,500,000 shares of stock; and (y) any shares of stock that have not been delivered pursuant to the ACE LTIP and remain available for grant pursuant to the ACE LTIP, including shares of stock represented by awards granted under the ACE LTIP that are forfeited, expire or are canceled after May 19, 2016, the effective date of the Current LTIP, without delivery of shares of stock or which result in the forfeiture of the shares of stock back to the Company to the extent that such shares would have been added back to the reserve under the terms of the ACE LTIP. As of December 31, 2020, a total of 6,847,243 option awards and 800,939 restricted stock unit awards are outstanding, and 7,576,239 shares remain available for future issuance under this plan.
ii.
ACE Limited 2004 Long-Term Incentive Plan (ACE LTIP). As of December 31, 2020, a total of 4,554,332 option awards are outstanding. No additional grants will be made pursuant to the ACE LTIP.
iii.
Chubb Corporation Long-Term Incentive Plans (Chubb Corp. LTIP). As of December 31, 2020, a total of 76,186 option awards and 36,063 deferred stock unit awards are outstanding. No additional grants will be made pursuant to the Chubb Corp. LTIP.
iv.
Employee Stock Purchase Plan. A total of 6,500,000 shares are authorized for purchase at a discount. As of December 31, 2020, 1,402,017 shares remain available for future issuance under this plan.
(2)
These plans are the Chubb Corp. CCAP Excess Benefit Plan and the Chubb Corp. Deferred Compensation Plan for Directors, under which no Common Shares are available for future issuance other than with respect to outstanding rewards. The CCAP Excess Benefit Plan is a nonqualified, defined contribution plan and covers those participants in the Capital Accumulation Plan of The Chubb Corporation (CCAP) (Chubb Corp.’s legacy 401(k) plan) and Chubb Corp.’s legacy employee stock ownership plan (ESOP) whose total benefits under those plans are limited by certain provisions of the Internal Revenue Code. A participant in the CCAP
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Agenda Item 9
Excess Benefit Plan is entitled to a benefit equaling the difference between the participant’s benefits under the CCAP and the ESOP, without considering the applicable limitations of the Code, and the participant’s actual benefits under such plans. A participant’s excess ESOP benefit is expressed as Common Shares. Payments under the CCAP Excess Benefit Plan are generally made: (i) for excess benefits related to the CCAP, in cash annually as soon as practical after the amount of excess benefit can be determined; and (ii) for excess benefits related to the ESOP, in Common Shares as soon as practicable after the participant’s termination of employment. Allocations under the ESOP ceased in 2004. Accordingly, other than dividends, no new contributions are made to the ESOP or the CCAP Excess Benefit Plan with respect to excess ESOP benefits.
(3)
Weighted average exercise price excludes shares issuable under performance unit awards and restricted stock unit awards.
See Note 12 to the consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2020, for further information regarding our equity compensation plans.
What Happens If Shareholders Do Not Approve This Proposal?
If shareholders do not approve this proposal, the Board of Directors will take the vote of the shareholders into consideration and will continue to make awards under the Current LTIP for so long as shares remain available for issuance under the plan.
Voting Requirement to Approve Agenda Item
The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting (such that the number of votes cast in favor of the agenda item exceeds the aggregate of votes cast against the agenda item plus abstentions), not counting broker non-votes or blank or invalid ballots, is required to approve this agenda item.
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Agenda Item 10
Reduction of Share Capital
Agenda Item
Our Board of Directors is asking shareholders to approve that:
(i)
the Company’s share capital be reduced by CHF 86,557,222.50 from CHF 11,534,167,125.60 to CHF 11,447,609,903.10 by cancelling 3,584,150 registered shares with a nominal value of CHF 24.15 each, all of which are held in treasury;
(ii)
it be acknowledged that according to the special audit report prepared by PricewaterhouseCoopers AG (Zurich), the claims of creditors will be covered despite the capital reduction; and
(iii)
Article 3(a) of the Articles of Association be amended as set forth below under “Explanation.”
Explanation
We currently have in effect a Board of Directors-authorized share repurchase program enabling us to repurchase up to $2.5 billion of our Common Shares through December 31, 2021. Swiss law imposes certain requirements on the use of repurchased shares and the number of treasury shares a company can carry relative to total share capital.
To ensure we maintain capital management flexibility, enable us to continue to return capital to shareholders through share buybacks and in order to preserve favorable tax consequences for the Company and our shareholders in connection with our repurchase program, our Board of Directors believes it is advisable and in the best interests of the Company to cancel 3,548,150 Common Shares that were repurchased under our share buyback program during 2020, and accordingly effect the reduction of the share capital of Chubb Limited by approval of an amendment to Article 3(a) of our Articles of Association.
PricewaterhouseCoopers AG (Zurich), the Company’s statutory auditor, will deliver a report to the Annual General Meeting confirming that the claims of creditors are fully covered despite the capital decrease as per article 732, paragraph 2 of the Swiss Code of Obligations. The auditor’s
report will be available at least 20 days prior to the Annual General Meeting at investors.chubb.com/investor-relations/shareholder-resources/shareholder-meeting-materials/default.aspx. Upon request, shareholders may also receive a copy of the report free of charge by contacting Chubb Limited Investor Relations by telephone at +1 (212) 827-4445 or via e-mail at investorrelations@chubb.com. Copies may also be physically inspected at the offices of Chubb Limited, Bärengasse 32, CH-8001 Zurich, Switzerland.
The capital reduction by cancellation of shares can only be accomplished after publication of three notices to creditors and a subsequent two-month waiting period in accordance with Swiss law. Such notices to creditors will be published after the Annual General Meeting in the Swiss Official Gazette of Commerce. The capital reduction will then be registered and become effective.
As a Swiss company, Chubb Limited is required to submit both the English and the (authoritative) German versions of the proposed amendment to its Articles of Association, pursuant to which Article 3(a) of the Articles of Association would read as follows:
 
Artikel 3 Aktienkapital
Article 3 Share Capital
a)
Das Aktienkapital der Gesellschaft beträgt CHF 11’447’609’903.10 und ist eingeteilt in 474’021’114 auf den Namen lautende Aktien im Nennwert von CHF 24.15 je Aktie. Das Aktienkapital ist vollständig liberiert.
a)
The share capital of the Company amounts to CHF 11,447,609,903.10 and is divided into 474,021,114 registered shares with a nominal value of CHF 24.15 per share. The share capital is fully paid-in.
[b)
bleibt unverändert.]
[b)
remains unchanged.]
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Agenda Item 10
What Happens If Shareholders Do Not Approve This Proposal?
If the shareholders do not approve this proposal, the Board will consider the reasons that the shareholders did not approve the proposal, if known, and will seek shareholder reconsideration of the proposal or a revised proposal at next year’s annual general meeting. Alternatively, the Board may call an extraordinary general meeting of the shareholders for reconsideration of the proposal or a revised proposal. If shareholders do not approve this proposal, we may be restricted in our ability to return capital to shareholders through our share repurchase program in the future.
Voting Requirement to Approve Agenda Item
The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.
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Agenda Item 11
Approval of the Maximum Compensation of the Board of
Directors and Executive Management
11.1 Compensation of the Board of Directors until the Next
Annual General Meeting
Agenda Item
Our Board of Directors is asking shareholders to approve a maximum total of $4.5 million in aggregate compensation for the members of the Board of Directors until the 2022 annual general meeting.
The requested $4.5 million is 6.3% less than the current maximum aggregate authorized Board of Directors compensation of $4.8 million, which was approved by shareholders at our 2020 annual general meeting. The decrease is primarily due to the reduction in the size of our proposed Board nominee slate by one director.
 
Explanation of Proposal
All compensation to directors (other than Mr. Greenberg, who does not receive compensation for his service as a director) from the date of the Annual General Meeting through the 2022 annual general meeting is subject to this maximum aggregate amount. This includes all annual retainer fees, committee chair fees and equity awards provided to the directors. It also includes the value of dividend equivalents paid with respect to (i) certain outstanding deferred restricted stock units (which we stopped granting in 2009) held by some of our longer-serving directors and (ii) market value units held by former Chubb Corp. directors that were assumed in connection with the Chubb Corp. acquisition, and certain other payments described in the “Director Compensation” section in this proxy statement.
Explanation of Swiss Requirement
Swiss law and our Articles of Association require shareholders to ratify, on an annual basis and in a separate binding vote, the maximum aggregate amount of compensation that can be paid, granted or promised to the Board of Directors.
Q&A Relating to Shareholder Ratification of the Maximum Aggregate Compensation of the Board
For which period does the Board compensation approval apply?
The approval applies to compensation for the period from the 2021 annual general meeting until the end of the 2022 annual general meeting.
What does the maximum aggregate compensation amount include?
The maximum includes a lump sum amount for all potential compensation elements for the period, including:

Annual retainers

Committee chair fees

Equity awards

Meeting fees
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Agenda Item 11
Where can I find more information about director compensation?
A description of director compensation and the amounts of compensation paid to directors in 2020 can be found in the “Director Compensation” section beginning on page 69 of this proxy statement. Under Swiss law, we also publish an audited annual compensation report, the Swiss Compensation Report, which is included within our Annual Report. These documents are available to shareholders in their proxy materials.
Who determines the actual compensation for each individual Board member?
The Board, upon recommendation of the Nominating & Governance Committee, determines the actual individual compensation of each member of the Board, subject to the maximum aggregate compensation amount ratified by the shareholders.
Process Used to Determine Maximum Aggregate Compensation for the Board of Directors, Outside Consultant Survey and Analysis of Director Compensation
In February 2021 the Nominating & Governance Committee retained Pay Governance to provide a survey and analysis of director compensation and our Outside Directors Compensation Parameters, including, among other things, a comparison of our compensation structure to that of our competitors and other insurance and similarly-sized companies. The Committee considered the Pay Governance survey and analysis, and recommended to the Board, and the Board approved, our Outside Directors Compensation Parameters with no changes.
Upon recommendation of the Nominating & Governance Committee, the Board also approved the maximum aggregate amount of director compensation to recommend to shareholders. Considerations included the proposed size of our Board, no changes being made to our Outside Directors Compensation Parameters, an estimation of an amount for dividend equivalents paid with respect to certain outstanding deferred restricted stock units (which we stopped granting in 2009) held by some of our longer-serving directors and market value units held by former Chubb Corp. directors, and the addition of a small cushion to permit per-meeting fees to be paid in accordance with our Outside Directors
Compensation Parameters in case of additional meetings, should they be necessary.
The Board does not expect to consider changes to the Outside Directors Compensation Parameters until it considers the maximum aggregate compensation pool to be submitted for shareholder approval next year.
What Happens If Shareholders Do Not Ratify the Maximum Aggregate Compensation Amount Proposed by the Board?
If shareholders do not ratify the maximum aggregate compensation amount proposed by the Board, our Articles of Association require the Board to consider the results of the vote, other shareholder feedback and other matters in its discretion. Then the Board may submit a new proposal for approval of the maximum aggregate amount at next year’s annual general meeting or at an extraordinary general meeting of the shareholders. The Company may continue to pay compensation to the Board subject to the subsequent approval. The Board may also split proposals for approval by submitting proposals with respect to particular elements of compensation, shorter periods of time, or a more limited group of persons. However, rejection of this proposal could lead to material uncertainty with respect to the Company’s compensation arrangements and could detrimentally impact the Company’s ability to attract and retain directors.
Voting Requirement to Approve Agenda Item
The affirmative “FOR” vote of a majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.
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Chubb Limited 2021 Proxy Statement

Agenda Item 11
11.2 Compensation of Executive Management for the Next Calendar Year
Agenda Item
Our Board of Directors is asking shareholders to approve a maximum total of $48 million in aggregate compensation for the members of Executive Management for the next calendar year (2022).
Explanation of Proposal
Chubb’s Executive Management is appointed by the Board, based on the applicable provisions of Swiss law and our Organizational Regulations. Chubb’s Executive Management currently consists of Evan G. Greenberg, Chairman and Chief Executive Officer; Philip V. Bancroft, Chief Financial Officer; John W. Keogh, President and Chief Operating Officer; and Joseph F. Wayland, General Counsel.
Swiss law and our Articles of Association require our shareholders to ratify, on an annual basis and in a separate binding vote, the maximum aggregate amount of compensation that can be paid, granted or promised to the members of Executive Management. The aggregate amount of the compensation for Executive Management relates to the subsequent calendar year.
Shareholders approved at our 2020 annual general meeting a maximum total of $46 million in aggregate compensation for our Executive Management group for 2021. The current proposal reflects a 4.3% increase to last year’s amount. The recommended amount for 2022 reflects a desire to ensure a sufficient cushion to allow for appropriate discretion by our Compensation Committee in compensation decisions in accordance with its established discipline and rigor.
The maximum aggregate amount includes base salary, annual cash bonus and long-term equity awards, as well as Company contributions to retirement plans, perquisites and the value of other special services provided to Executive Management. Compensation payable for 2022 will be determined in accordance with our compensation principles as applied by our Compensation Committee.
The compensation principles of our Board and Compensation Committee are described in our Articles of Association and the Compensation Discussion & Analysis section of this proxy statement. The elements of compensation covered by this approval are described in Articles 23 and 24 of our Articles of Association. A significant portion of compensation of Executive Management will remain “at-risk” or “variable”
and dependent on Company and individual performance. At Chubb, base salary generally becomes a lesser percentage of overall compensation the more senior the position.
We expect to continue this emphasis on at-risk compensation, in the form of a variable bonus, stock options, performance shares and time-based restricted stock grants, to align management and shareholder interests. The annual cash bonus and long-term equity awards for 2022 are based on and subject to the Compensation Committee’s consideration of year-end financial results, and will be awarded in 2023 with respect to performance during calendar year 2022.
Our approach to the Swiss-required Executive Management say-on-pay vote in this Agenda Item 11.2 permits shareholders to vote on executive compensation relating to the next year, while the SEC say-on-pay advisory vote in Agenda Item 12 provides shareholders an opportunity to vote looking back at actual compensation paid out to NEOs in the calendar year before the date of the proxy statement. In that sense, the SEC say-on-pay vote will provide additional accountability for the way we use the maximum amounts approved in advance via this Swiss Executive Management say-on-pay vote.
Maximum Aggregate Compensation Dependent Upon Company and Individual Performance
It is important to note that the maximum aggregate amount of compensation is a maximum cap and the Company will not necessarily award the maximum aggregate amount of compensation. Maximum potential awards and payments at the top of applicable ranges will only be made if individual and Company performance meet performance thresholds set by the Board or Compensation Committee in accordance with the Articles of Association and the Company’s bonus and equity incentive plans. Equity awards will be valued at the fair value at the time of grant in accordance with Article 23(e) of our Articles of Association. Actual amounts realized by Executive Management will depend on various factors including our future stock price.
As noted in the following table, the amount actually paid to Executive Management has historically been considerably lower than the maximum amounts pre-approved by shareholders. Nevertheless, we request that our shareholders approve the maximum aggregate amount of $48 million in order to assure that the Company has the flexibility to reward superior performance and to respond to unforeseen circumstances that may arise in calendar year 2022.
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Agenda Item 11
Prior Approved Executive Management Compensation and Total Compensation Paid
Compensation For
Calendar Year
Amount Approved
Total Compensation Paid
% of Approved Amount
2016
$49 million
$43 million*
88%
2017
$44 million
$35.5 million
81%
2018
$41 million
$35.9 million
88%
2019
$43 million
$39 million
91%
2020
$43 million
$39 million
91%
2021
            Shareholders approved $46 million in aggregate compensation
*
Executive Management consisted of five persons.
Q&A Relating to Shareholder Ratification of the Maximum Aggregate Compensation of Executive Management
For which period does Executive Management compensation approval apply?
The approval applies to compensation for the next calendar year (2022), including variable compensation that may be paid or granted in 2023 based upon satisfaction of 2022 performance objectives.
What does the maximum aggregate compensation amount include?
It includes a lump sum amount for all potential compensation elements for the period, including:

Fixed Compensation:

Base salary

Variable Compensation, including:

Cash bonus

Long-term equity incentive awards

Retirement contributions

Additional personal benefits including limited perquisites
How is future compensation for 2022 valued for purposes of this requested approval?
The proposed maximum aggregate compensation amount for Executive Management will establish a cap on Executive Management compensation for 2022. To calculate depletion of amounts against the cap, cash payments will be valued at the amount actually paid; the proposed amount does not factor in a discount to present value. In accordance with Article 24(e) of our Articles of Association, equity awards will be valued at the fair value on the date of grant, which may be less than the full market value of the shares subject to particular awards. Fair value for awards will be assessed as follows:

stock options: the applicable Black-Scholes value at the date of grant

time-based restricted stock grants: 100% of the market value of the subject shares as of the date of grant

performance share awards: 100% of the market value of the target share component of the award
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Agenda Item 11
How is future compensation for 2022 valued for purposes of this requested approval?
(continued)
In all cases, amounts actually realized by Executive Management for their equity awards could be less or more than the fair value at time of grant because the stock price for Chubb shares may increase or decrease between the date of grant and the date the awards actually vest, if they vest, or are exercised.
In addition to this potential for share price fluctuation, the fair value of stock options is less than 100% of the value of the shares subject to the options because the options have an exercise price equal to the market value on the date of grant. The fair value of performance shares is less than 100% of the value of the shares subject to the awards on the date of grant because the relevant performance hurdles, for both target awards and premium awards, may not be met. This means that members of Executive Management may realize less than the value of the target awards or no value at all should awards fail to meet performance hurdles. Amounts realized will only exceed the fair value on the date of grant if premium award shares subject to the awards actually vest (in the case of performance share awards) or if the share price on the date of exercise (net of exercise price, in the case of stock options) exceeds the share price at the time of grant.
In the Summary Compensation Table of this proxy statement and in our Swiss Compensation Report contained in the Annual Report, stock options are valued at a Black-Scholes value, and performance shares are reflected at 100% of the value of the target award. The Summary Compensation Table also includes in a footnote information about the grant date full (potential) value of performance share awards granted in 2020 to our NEOs.
Who determines the actual compensation for each individual member of Executive Management?
The Board or the Compensation Committee determines the actual individual compensation of each member of Executive Management, subject to the maximum aggregate compensation amounts ratified by the shareholders and other limitations contained in the Articles of Association and the Company’s bonus and equity incentive plans. The actual aggregate amount of compensation paid to the individual members of Executive Management may be lower than the maximum aggregate compensation amount for which the Board is seeking ratification. This is because the maximum aggregate compensation amount is calculated based on the assumption that all performance and other measures of applicable bonus and equity-based compensation plans are met or substantially exceeded.
Where Can I Find More Information about Executive Management Compensation?
The Compensation Discussion & Analysis section of this proxy statement contains detailed information about executive compensation for our NEOs. Under Swiss law, we also publish our annual audited Swiss Compensation Report, which contains compensation information for our Executive Management, and it is included within our Annual Report. These documents are available to shareholders in their proxy materials.
Chubb Executive Management, Role and Compensation
Executive Management has accountability for corporate strategy, providing constant leadership to the organization on the execution of that strategy, and ensuring that the financial performance of the Company creates shareholder value both in the short and long term.
Chubb’s Executive Management receives both fixed and variable compensation for their work. The majority of their compensation is variable, in the form of annual cash bonus and long-term equity awards — both of which are directly linked to the financial and operating performance of the Company.
The determination of annual variable compensation follows from a thoughtful and disciplined assessment of Company performance in both absolute and relative terms, fostering clear alignment between annual compensation and Company financial and operating performance.
Process Used to Determine Maximum Aggregate Compensation for Executive Management
The Board of Directors calculates the maximum aggregate compensation amount based on the assumption that compensation for Executive Management will be at the maximum of all applicable ranges, meaning that all individual and Company performance criteria are met or substantially exceeded. Actual compensation determinations and awards are subject to Board or Compensation Committee determination after the Annual General Meeting. If the Board of Directors were to decide that Executive Management deserves compensation and awards in excess of the maximum amount approved by shareholders, we would pay such amounts only with subsequent shareholder approval for that additional amount.
If performance criteria are not met, then the actual aggregate amount of compensation paid to the individual members of Executive Management will be significantly lower than the
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Agenda Item 11
maximum aggregate compensation amount for which the Board is seeking approval.
What Happens If Shareholders Do Not Ratify the Maximum Aggregate Compensation Amount Proposed by the Board?
If shareholders do not ratify the maximum aggregate compensation amount, our Articles of Association requires the Board to consider the results of the vote, other shareholder
feedback and other matters in its discretion. Then the Board may submit a new proposal for approval of the maximum aggregate amount at next year’s annual general meeting or at an extraordinary general meeting of the shareholders, and the Company may pay compensation to Executive Management subject to the subsequent approval. The Board may also split proposals for approval by submitting proposals with respect to particular elements of compensation, shorter periods of time, or a more limited group of persons. However, rejection of this proposal could lead to material uncertainty with respect to the Company’s executive compensation arrangements and could detrimentally impact the Company’s ability to attract and retain members of Executive Management.
Voting Requirement to Approve Agenda Item
The affirmative “FOR” vote of a majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.
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Chubb Limited 2021 Proxy Statement

Agenda Item 12
Advisory Vote to Approve Executive Compensation under
U.S. Securities Law Requirements
Agenda Item
Our Board of Directors is asking shareholders to approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC for the year ended December 31, 2020, including in the Compensation Discussion & Analysis, compensation tables and related material disclosed in this proxy statement. We refer to our named executive officers, who are determined based on relevant compensation and applicable SEC rules, as NEOs.
Explanation
This proposal, commonly known as the SEC’s “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our NEOs’ compensation for the fiscal year ended December 31, 2020. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement.
This Agenda Item 12, required by the SEC under Section 14A of the Exchange Act, and the immediately preceding Agenda Item 11.2, required by Swiss law, provide our shareholders with a prospective and retrospective voice on executive compensation. The Swiss executive say-on-pay vote is designed as a pre-approval so that we can clarify shareholder intent and direction before the year actually begins, which provides helpful certainty for our Company, our Executive Management and our shareholders.
The SEC say-on-pay vote generally covers the calendar year prior to the date of our proxy statement. As a result, our approach to Swiss executive say-on-pay will allow shareholders to vote on executive compensation relating to the next year, while the SEC say-on-pay advisory vote provides for a look-back to the calendar year before the date of the applicable proxy statement. The SEC say-on-pay vote keeps us accountable for the way we actually use the maximum amounts approved in advance via the Swiss executive say-on-pay vote. Our Board and Compensation Committee value and will use this feedback to continually evolve our compensation programs.
The SEC say-on-pay vote is advisory, and not binding on the Company, the Compensation Committee or the Board of Directors. However, the Board of Directors and the
Compensation Committee value the opinions of our shareholders and will continue to consider the outcome of this vote each year when making compensation decisions for our CEO and other NEOs. To the extent there is any significant vote against NEO compensation as disclosed in this proxy statement, we will consider our shareholders’ concerns and the Compensation Committee will evaluate the voting results and any actions necessary to address those concerns.
Shareholders should review the Compensation Discussion & Analysis beginning on page 75 and the executive compensation tables and related narrative disclosure in this proxy statement for information about the compensation of our NEOs. Our NEOs for 2020 are Evan G. Greenberg, Chairman and Chief Executive Officer; Philip V. Bancroft, Chief Financial Officer; John W. Keogh, President and Chief Operating Officer; Paul J. Krump, Vice Chairman, Global Underwriting and Claims; and John J. Lupica, Vice Chairman and President, North America Insurance.
Our Compensation Program
The goal of our compensation program is to fairly compensate our employees and to enhance shareholder value by closely aligning our executive compensation philosophy and practices with the interests of our shareholders.
We compete for executive talent with property and casualty insurers, specialty insurers, and financial services companies worldwide. We believe our compensation programs are effective in attracting and retaining the highest caliber senior executives with the skills necessary to achieve our strong financial and operating performance objectives.
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Agenda Item 12
Our compensation practices are structured to:

pay for performance;

encourage business decision-making aligned with the long-term interests of the Company; and

support the human resource requirements of our business in all the markets, globally, in which we operate.
We continually evolve our executive compensation practices to reflect the highest global standards. Our performance-based compensation criteria include key financial performance metrics, relevant business unit performance objectives and non-quantitative objectives that support our long-term strategic plan.
We are asking our shareholders to indicate their support for our NEO compensation as described on pages 75-116 of this proxy statement, which include the Compensation Discussion & Analysis section and the compensation tables and related narrative disclosure.
Accordingly, we ask our shareholders to vote “FOR” the proposal at the Annual General Meeting to approve, on an advisory basis, the compensation paid to the Company’s NEOs.
Key features of our executive compensation practices and policies include:

Detailed individual and Company performance criteria;

More than half of equity grant for all NEOs in the form of performance shares

Performance shares linked to key operating metrics (tangible book value per share growth and P&C combined ratio), with TSR used only as a modifier for premium awards;

Three-year cliff vesting and no second-chance “look-back” vesting opportunities for performance shares;

Carefully constructed peer groups, re-evaluated at least annually;

No tax reimbursements or gross-ups for U.S.-based senior management;

Clawback of incentive cash and equity (vested and unvested) compensation;

No new pledging of Chubb shares owned by executive officers or directors;

Mandatory executive share ownership guidelines; and

No hedging of Chubb securities.
Voting Requirement to Approve Agenda Item
This agenda item is an advisory vote. As such, it is not binding in nature. Therefore, there is no specific approval requirement. However, the Board of Directors will consider that the shareholders have approved executive compensation on an advisory basis if this agenda item receives the affirmative “FOR” vote of a majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots.
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Chubb Limited 2021 Proxy Statement

Corporate Governance
Overview
We are committed to the highest levels of ethical conduct. This commitment is reflected in our corporate governance and in the foundation of our corporate values and culture. As an insurance company, we are in the business of managing risk. Our corporate governance helps us mitigate and manage risks by providing clear lines of oversight and responsibility for management and the Board. We review and evolve corporate governance regularly.
Our Board of Directors’ corporate governance policies comply with the rules of the SEC, the listing standards of the NYSE and Swiss law. Our compliance with U.S. laws includes compliance with the Sarbanes Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and other statutes applicable to corporations doing business in the U.S. To balance our NYSE listing and Swiss incorporation requirements, we:

adhere to SEC and NYSE governance and compensation regulations and best practices; and

comply with Swiss corporate laws that impose various additional restrictions and requirements, including our implementation, through our Articles of Association and presentation of annual ballot items for our shareholders, of Swiss corporate governance and compensation requirements.
We have adopted Organizational Regulations, Corporate Governance Guidelines and Categorical Standards for Director Independence covering issues such as executive sessions of the Board of Directors, director qualification and independence standards, Board leadership, director
responsibilities and procedures, director equity ownership guidelines, management evaluation and succession, and Board self- evaluations. Our Board has established committees that help with oversight of the Company and its operations, and these committees govern themselves pursuant to the Organizational Regulations and charters that are reviewed at least annually and amended as necessary.
Corporate Governance Documents
The following governance documents are available in the Investor Relations section of our website at investors.chubb.com/investor-relations/corporate-governance/highlights-and-governance-documents:

Articles of Association

Organizational Regulations

Corporate Governance Guidelines

Committee Charters

Categorical Standards for Director Independence

Code of Conduct

Policy on Fair Disclosure
You may also request copies of any of these documents by contacting our Investor Relations department:
Telephone — +1 (212) 827-4445; or
E-mail — investorrelations@chubb.com
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Corporate Governance — Our Corporate Governance Framework
Our Corporate Governance Framework
Board
Independence

The Board has determined that 13 out of 14 of our current directors (and 12 out of 13 of our director nominees) are independent under NYSE regulations and our Categorical Standards for Director Independence.

Our CEO is the only non-independent director.
Board
Composition

Under Swiss law, only our shareholders can elect directors and determine Board size. Our Board may not appoint directors to fill vacancies.

Our Nominating & Governance Committee regularly reviews Board composition and the skills, qualifications, experience and other attributes of Board members, both individually and collectively, including consideration of tenure and diversity factors.

50% of our current directors have served on the Board for 7 years or less, and one new nominee is proposed for election.

Individuals may not be nominated or re-nominated to the Board after they reach 75 years of age; this prohibition may be waived from time to time as deemed advisable by the Board.

Our Corporate Governance Guidelines provide that a director that is a public company chief executive should not sit on more than one public company board (excluding Chubb).
Board
Committees

Five standing Board committees — Audit, Compensation, Nominating & Governance, Risk & Finance and Executive.

All committees are composed entirely of independent directors, with the exception of the Executive Committee (our Chairman and CEO serves on the Executive Committee).
Leadership
Structure

Our Chairman is CEO of our Company. He interacts closely with our independent Lead Director, who is appointed by the other independent directors. A new Lead Director was appointed in 2020.

Our Lead Director ensures an appropriate level of Board independence in deliberations and overall governance, and chairs executive sessions of the independent directors to discuss certain matters without management present. These executive sessions take place at least every regular Board meeting.

Lead Director’s responsibilities also include the ability to convene Board meetings and establish the Board agenda (with the Chairman).
Risk Oversight

Our full Board and the Risk & Finance Committee are responsible for risk management oversight, with individual Board committees responsible for overseeing specified risks.

Our Board oversees management as it fulfills its responsibilities for the assessment and mitigation of risks and for taking appropriate risks.

During 2020, our Board communicated regularly with management and received updates both during and outside the regular meeting cycle regarding COVID-19 and the Company’s business and operational responses.
Open
Communication

We encourage open communication and strong working relationships among the Lead Director, Chairman and other directors.

Our directors have access to members of management and employees, and our Lead Director and members of our committees regularly communicate with members of management other than the CEO on a variety of topics.

Shareholders and other interested parties can contact our Board, Audit Committee or Lead Director by email or regular mail.
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Chubb Limited 2021 Proxy Statement

Corporate Governance — Our Corporate Governance Framework
Shareholder
Input

We conduct a robust annual shareholder outreach program to discuss trends, topics and issues of interest with shareholders and to solicit feedback. We strongly encourage shareholders to set the agenda for engagement discussions.

Chubb participants in meetings include relevant members of management and at times members of our Board, including our Lead Director and Compensation Committee Chair.
Accountability
to Shareholders

Shareholders annually elect our Chairman, all directors (by majority vote) and members of our Compensation Committee.

There is no plurality concept built into our shareholder voting, unless the number of nominees exceeds the maximum number of director positions as set by shareholders in our Articles of Association. That is because shareholders can determine the number of Board positions, and all nominees who receive a majority of votes cast are, by law, elected to the Board.

Under Swiss law, a director cannot remain in office if they do not receive the requisite majority shareholder vote.

Shareholders annually approve in binding votes the maximum compensation of our directors and Swiss Executive Management.
Succession
Planning/ Talent
Management

Our Board actively monitors our succession planning and management development.

Chairman and CEO succession plans under various scenarios are discussed and reviewed annually.

Human capital management is a full Board topic. Senior management provides our Board with regular updates on employee engagement, diversity and retention matters. We are focused on, and our leaders are accountable for, improving gender balance and multicultural representation at the officer level and in talent development and acquisition.
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Corporate Governance — Governance Practices and Policies that Guide Our Actions
Governance Practices and Policies that Guide Our Actions
Our Code of Conduct
Our Board has adopted a Code of Conduct applicable to all directors, officers and employees, which sets forth the basic principles to guide their day-to-day activities. The Code of Conduct addresses, among other things, conflicts of interest, corporate opportunities, confidentiality, fair dealing, protection and proper use of Company assets, compliance with laws and regulations (including insider trading laws) and reporting illegal or unethical behavior.
Director Stock Ownership Requirements
A substantial portion of our directors’ compensation consists of restricted stock awards. Our Corporate Governance Guidelines require minimum equity ownership of $600,000 for outside directors (based on stock price on date of award). Each director has until the fifth anniversary of his or her initial election to the Board to achieve this minimum. All of our outside directors who have served for at least five years satisfy Chubb’s director equity ownership requirements. Our outside directors are also subject to prohibitions on pledging and hedging Common Shares.
Executive Sessions of Directors
Our independent directors meet for an executive session of the Board at each quarterly Board meeting. Our CEO is our only non-independent director and does not attend these sessions. Our Lead Director, currently Michael P. Connors, is the presiding director for Board executive sessions of independent directors. Executive sessions are also common for special meetings of the Board and ad hoc committees that are created from time to time to provide oversight over specific matters. Similarly, our Board committees (other than the Executive Committee) generally conduct an executive session at their meetings, with only committee members and no members of management present.
Continuing Education for Directors
We provide ongoing programs for directors covering, among other things, the Company’s business, organizational and management structure, results of operations and financial condition, including critical accounting policies, budgets and forecasts, and corporate governance and risk management. Directors are encouraged to attend these and other appropriate continuing education programs. Onboarding is also provided for new directors. In addition, a number of our directors attended outside director education programs in 2020.
Related Party Transactions Guidelines
We have adopted Related Party Transactions Guidelines that require our Nominating & Governance Committee or Board to review and approve or ratify certain transactions between Chubb and any related parties. For additional information, see “What is Our Related Party Transactions Approval Policy and What Procedures Do We Use to Implement It?”.
Shareholder Outreach Program
We recognize the value in maintaining open lines of communication with our shareholders and consequently we consider our robust shareholder outreach program to be a vital governance tool.
We understand that engagement is more important than ever to our shareholders and therefore seek to engage with them on a regular basis throughout the year. These engagement discussions take place both during and away from the annual meeting cycle, providing us with ample opportunity to better understand and thoughtfully consider our shareholders’ key issues and concerns. Chubb participants include relevant members of management and at times members of our Board, including our Lead Director and Compensation Committee Chair.
The primary purpose of our shareholder outreach program is to discuss and solicit feedback about corporate governance, executive compensation and other matters. Increasingly, we also discuss our Citizenship (ESG) initiatives and related factors affecting our Company. We also strongly encourage our participating shareholders to set the agenda for these meetings and address any trends, topics or issues that they wish to discuss with us.
Management and the Board recognize the value of taking our shareholders views into account. Feedback from our shareholders helps us understand how they view us, set goals and expectations for our performance, and identify emerging issues that may affect our strategies, corporate governance, compensation practices or other aspects of our operations and Citizenship efforts.
In 2020, we solicited our 50 largest shareholders, representing approximately 68% of our outstanding Common Shares, to discuss a variety of corporate governance (including Board composition and leadership), executive compensation and other ESG topics, such as climate change, human capital management, diversity and inclusion, and the Company’s response to COVID-19. Shareholders representing approximately 44% of our outstanding Common Shares accepted our request for engagement.
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Chubb Limited 2021 Proxy Statement

Corporate Governance — Governance Practices and Policies that Guide Our Actions
Open Lines of Communication
The Chubb Ethics Help Line is a free, confidential service available 24 hours a day for questions or concerns about ethics or integrity at Chubb. Please visit our website for specific contact information at: investors.chubb.com/investor-relations/corporate-governance/chubb-ethics-help-line.
We also have a process for shareholders, employees and other interested parties to send communications to the Board:
To contact the Board about accounting or auditing matters, you may send an e-mail to the Chair of the Audit Committee at: chmnaudit@chubb.com. The Corporate Secretary has
access to this e-mail address. For other matters you may send an e-mail to: corpsecy@chubb.com. You may also contact the Lead Director, any independent director, the Chairman of the Board, or the Chair of any Board committee by sending an e-mail to our Lead Director at: LeadDirector@chubb.com. The Corporate Secretary has access to this e-mail address.
If you wish to send written communications, please mail to the Board of Directors, c/o Corporate Secretary, Chubb Limited, Bärengasse 32, CH-8001 Zurich, Switzerland, although mail to Switzerland is not as prompt as e-mail. The Corporate Secretary will forward communications to the Board to the Lead Director.
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Corporate Governance — Citizenship at Chubb
Citizenship at Chubb
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Protecting the Present and Building a Better Future
Good corporate citizenship lies at our core — how we practice our craft of insurance, how we work together to serve our customers, how we treat each other, and how we work to help make a better world for our communities and our planet. Citizenship is about responsibility — and we express that responsibility in a way that reflects our core values and our mission to protect the present and build a better future.
We accomplish our mission by providing the security from risk that allows people and businesses to grow and prosper. Our mission is realized by sustaining a culture that values and rewards excellence, integrity, inclusion and opportunity; by working to protect our planet and assisting less fortunate individuals and communities in achieving and sustaining productive and healthy lives; and by promoting the rule of law.
From our roots in 18th century Philadelphia, we have built Chubb to be a dynamic, forward-looking global enterprise with a commitment to responsible citizenship. We act on this promise of responsibility through a wide range of activities that include our contributions of time and money.
Underlying our mission and commitment is a strong leadership and governance structure. At the senior executive level, our management Executive Committee oversees our Citizenship program, led by our General Counsel in that regard, and ensures that our activities and policies are consistent with Chubb’s culture, values and mission. Our Board of Directors has delegated to our Nominating & Governance Committee responsibility for overseeing Chubb’s Citizenship (ESG) activity, and other Board committees monitor and review specific Citizenship-related matters in accordance with their charters. Citizenship also remains a full Board topic.
We are also active in engaging with key stakeholders (including our shareholders, employees, rating agencies, interest groups and others) on our Citizenship initiatives and consider their feedback.
Set out below are just a few of the many initiatives that we are proud of and hope you find of interest. As part of our commitment to accountability and transparency, we also provide regular reports and updates on our Citizenship and sustainability initiatives, including an annual environmental report and an annual report on political activity. For more information, including access to these reports, visit our website at: chubb.com/us-en/about-chubb/citizenship.html.
Philanthropy
The Chubb Charitable Foundation believes that meaningful contributions that support our communities globally provide lasting benefits to society, to Chubb and to Chubb employees. Through philanthropy, global partnerships and Company-sponsored volunteer activities focused on giving the gift of time and donations, the foundation supports clearly defined projects that solve problems with measurable and sustainable outcomes, helping people in the countries where we live and work build productive and healthy lives.
Our philanthropy is funded principally through the Chubb Charitable Foundation and the Chubb Rule of Law Fund. Our commitment to assist those less fortunate and to be stewards of the planet is focused on the areas of education, poverty and health, and the environment. In the last decade, Chubb has contributed more than $100 million to the foundation.
For example, the Chubb Charitable Foundation has supported the International Rescue Committee. Through partnerships with The Nature Conservancy, Rainforest Trust and other conservation organizations, the foundation supports programs to save endangered wildlife, protect threatened lands and waters, and promote resiliency. Additionally, the foundation serves as a major partner for Teach for America and Teach for All programs in the U.S. and globally. In 2020, Chubb committed $10 million to pandemic relief efforts globally.
As part of our commitments to expand and enhance our broader diversity, equity and inclusion agenda, we are working through the Chubb Charitable Foundation and the Chubb Rule of Law Fund to support a range of programs to address inequality and promote social, economic and racial justice.
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Corporate Governance — Citizenship at Chubb
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Environment
Chubb recognizes the reality of climate change and the substantial impact of human activity on our planet. We realize our commitment to be a steward of the earth in a number of ways: recognizing and responding to the reality of climate change across our businesses; managing environmental risk for our customers with innovative products and risk engineering solutions; supporting environmental resiliency projects throughout the world; protecting biodiversity and saving land through our philanthropy; and reducing the environmental footprint of our own operations.
Chubb develops insurance products and risk management services that facilitate market-based solutions to current and pending environmental and climate-related issues.
The Chubb Charitable Foundation and the Company’s employees support a range of environmental philanthropies, as well as volunteer activities in local communities around the world.
In 2019, Chubb adopted a new policy concerning coal-related underwriting and investment and established new science-based greenhouse gas (GHG) emissions reduction goals using 2016 as the baseline. By the end of 2019, the Company achieved its first goal to reduce absolute GHG emissions by 20% and is committed to its long-term goal of reducing absolute GHG emissions 40% by 2035.
Diversity, Equity & Inclusion
Chubb operates within a dynamic and changing global environment where marketplaces and customers are culturally diverse and broad. Meeting diverse customer needs requires the best minds collaborating in a rewarding and supportive environment. We recognize our responsibility to ensure opportunity within our own organization by creating an atmosphere where all colleagues, regardless of who they are, feel comfortable bringing their best to the table. Our strategy for diversity, equity and inclusion (DE&I) is designed to support Chubb’s ability to attract, develop and retain the best talent — regardless of background.
Chubb’s culture holds true to the principles of accountability and ownership and requires collective and individual responsibility. Making and sustaining progress requires holding leadership accountable; developing and advancing diverse talent; increasing gender and multicultural leadership diversity; and deploying inclusive recruitment, development and promotional practices.
In 2020, Chubb committed to take specific actions related to racial equity in recruitment, career development and advancement opportunities; promoting a greater sense of belonging for Black colleagues; and increasing the knowledge and understanding of the Black employee experience through open two-way dialogue and education. These actions support our goal of becoming an anti-racist company.
Other DE&I initiatives include mentorships and affinity groups, such as Business Roundtables and Regional Inclusion Councils, which promote dynamic networking across the business and engage hundreds of employees in constructive dialogue.
Chubb Rule of Law Fund
As a corporate citizen, Chubb recognizes the rule of law as the foundation of a liberal world order that the Company embraces as essential to the proper functioning of markets and the protection of personal freedoms. Through the Chubb Rule of Law Fund, a unique corporate initiative, we support projects around the world that promote the preservation and advancement of the rule of law.
Since it was founded in 2008, the fund has supported 62 projects in countries around the world focused on improving access to justice, strengthening courts, fighting corruption and creating the conditions of security and freedom in which our customers, employees and fellow citizens can thrive.
The events that unfolded across the U.S. in 2020 focused Chubb’s attention on the persistent challenges arising from bigotry, racism and racial injustice in society, particularly for Black people. The fund has recently committed to supporting seven projects aimed at alleviating inequities in the administration of justice, including inequities arising from existing and historic racism. Among them are initiatives to improve trust and fairness in community policing, address racial disparities in the criminal justice system, build an international refugee legal regime for the 21st century and provide important training for judges in Guatemala to help promote greater independence and integrity in the judicial process.
The Chubb Rule of Law Fund is funded by the Chubb Charitable Foundation and contributions from 15 of Chubb’s partner law firms.
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Corporate Governance — The Board of Directors
The Board of Directors
Our Board oversees our business and monitors the performance of management. The directors keep themselves informed by discussing matters with the CEO, other key executives and our principal external advisors, such as legal counsel, outside auditors, and other consultants. They also receive and review reports and updates from management and third parties, participate in Board and committee meetings and attend relevant conferences and other educational sessions.
Board Meetings
The Board usually meets a minimum of four times per year in regularly scheduled meetings, but will meet more often if necessary. The Board met five times during 2020. During 2020, the Board also received regular updates and communicated with management outside the regular meeting cycle on COVID-19 business and operational matters.
All directors attended at least 75% of the aggregate number of meetings of the Board and committees of the Board of which they were a member that were held during 2020.
Director Independence
The Board has determined that the following directors and nominees are independent under the listing standards of the NYSE: Michael G. Atieh, Sheila P. Burke, James I. Cash, Mary Cirillo, Michael P. Connors, John A. Edwardson, Robert J. Hugin, Robert W. Scully, Eugene B. Shanks, Jr., Theodore E. Shasta, David H. Sidwell, Olivier Steimer, Luis Téllez and Frances F. Townsend. Our independent directors constitute (and assuming all our nominees are elected, will constitute) a substantial majority of our Board of Directors.
In making its determination of independence, the Board applied its Categorical Standards for Director Independence and determined that no other material relationships existed between the Company and these directors and nominees. With respect to Luis Téllez, the Board also considered that he has served as a consultant to the Board in anticipation of his nomination as a director and that he previously served on the Company’s international advisory board, but determined that neither constituted a material relationship with the Company.
Director Nomination Process
The Board’s Nominating & Governance Committee reviews the qualifications of various persons to determine whether they might make good candidates for consideration for
membership on the Board of Directors. The Nominating & Governance Committee considers each person’s judgment, experience, independence and understanding of our business or other related industries, as well as other factors it determines are relevant in light of the needs of the Board and the Company. The Nominating & Governance Committee will select qualified candidates and review its recommendations with the Board, which will decide whether to invite the candidate to be a nominee for election to the Board.
In accordance with its charter, the Nominating & Governance Committee may identify and consider director nominees from various sources. The Nominating & Governance Committee will consider shareholder recommendations for director candidates, but the Nominating & Governance Committee has no obligation to recommend such candidates. Assuming that appropriate biographical and background material (including qualifications) is provided for candidates recommended by shareholders, the Nominating & Governance Committee will evaluate those candidates by following substantially the same process and applying substantially the same criteria as for candidates recommended by other sources.
Board Composition and Skills Review
Our Nominating & Governance Committee reviews at least quarterly the individual and collective skills and attributes of Board members. Board members should have individual backgrounds that, when combined, provide a portfolio of diverse experience and knowledge that serve our governance and strategic needs well.
As part of its review the Nominating & Governance Committee considers a variety of skills, qualifications and experiences criteria in evaluating collective Board composition and assessing individual directors and director candidates, some of which are noted in the table below, as well as Board size, tenure and refreshment.
In addition, the Board values other important factors such as professional reputation, diversity and collegiality. Directors must demonstrate the highest personal and professional integrity and commitment to ethical and moral conduct, and must respect and reflect Chubb values and culture. Directors should also be able and prepared to provide wise and thoughtful counsel to management on the full range of potential issues facing the Company. They should represent all shareholders and not any special interest group or constituency. They also must have the time necessary to fully meet their duty of care to the shareholders and be willing to commit to service over the long term, if called upon.
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Corporate Governance — The Board of Directors
Skills, Qualifications and Experiences Criteria

Corporate Strategy

CEO Experience or Similar

Digital/Technology/IT

Financial Literacy/Accounting

Financial Services Industry

Governance/Compliance (including ESG matters)

Government/Regulatory/ Public Policy

Insurance and Reinsurance Industry

International Business

M&A/Business Development
The above list is not exhaustive. Our Nominating & Governance Committee may consider these criteria and other additional criteria from time to time, and may adjust the importance of certain criteria based on factors including current Board composition and evolving business, governance, regulatory and other considerations.
Board Diversity
We believe that a variety of perspectives, opinions, backgrounds and tenure among the members of the Board is critical to the Board’s ability to perform its duties and various roles. We strive to maintain, and we encourage, diversity of thought and viewpoint among Board members, which makes the body as a whole more effective. Our Board includes ethnic, racial and religious minorities, members from multiple countries, men and women, and people from many walks of life and disciplines. The make-up and diversity of the Board has evolved, and broadened, as Chubb has grown and evolved as a company, and continued diversity is expected. A description of the various skillsets, attributes and experiences of each of our director nominees is set forth in Agenda Item 5. Our Board is currently composed of 14 members, of which 13 are independent, the average age is 68, three are women, and one is a racial or ethnic minority; in addition, a director nominee who is currently serving as a consultant to the Board is a racial or ethnic minority. Of our slate of 13 director nominees, 12 are independent, the average age is 67, three are women, one is a racial or ethnic minority and one of our retiring directors is a racial or ethnic minority.
At Chubb, we recognize, respect and actively support diversity, including at the Board level. Board composition is discussed at every regular Nominating & Governance Committee meeting. The Nominating & Governance Committee was established in large part to focus on Board composition matters, and consideration of relevant criteria help ensure that the Board, as it evolves, will have the collective skills, experience, independence and diversity to enable it to function as well as possible for the short-term and long-term.
Our Code of Conduct applies to the Board and its decisions. The Code of Conduct prohibits discrimination on the basis of any characteristic protected by law. Chubb is committed to
providing an environment in which diversity is valued, and this is particularly true with respect to the Board of Directors.
Board Tenure Diversity
Our Board considers director tenure in connection with its independence determination. Board tenure diversity is equally important as we seek to achieve the appropriate balance of tenure years of service. Our more senior directors have a deep knowledge of our Company, while new directors provide fresh perspectives. Our proposed slate of director nominees, including one new nominee, has an average tenure of 9.9 years, and 50% of our current directors have joined the Board since 2014.
Board Tenure in Years (Director Nominees)
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Our Corporate Governance Guidelines set a retirement age of 75, after which directors may no longer be nominated or re-nominated to the Board. This guideline may be waived from time to time as the Board deems advisable.
Director Commitments and Responsibilities
Each of our directors represents shareholders as a whole rather than any particular shareholder or group of shareholders. Individual directors are required to notify the Nominating & Governance Committee’s Chair, and the Chairman of the Board, of any change in business or professional affiliations or responsibilities, including retirement, so that diversity, conflicts and other Board composition issues can be considered. The Lead Director is also involved in this evaluation process. A director is required to offer his or her resignation from the Board in the event a director leaves a full-time job or otherwise materially changes his or her full-time employed position or status for any reason (for example, by resignation, termination, reassignment or retirement). The resignation may be accepted or not accepted, on behalf of the Board, by the Chair of the Nominating & Governance Committee after consulting with other Committee or Board members in the reasonable discretion of the Chair.
In addition, under our Corporate Governance Guidelines, a director should offer to resign if the Nominating & Governance Committee concludes that he or she no longer meets the Company’s requirements for service on the Board, which includes the obligation to devote the time and effort necessary to fully meet their duty of care to shareholders.
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Corporate Governance — The Board of Directors
We believe all our directors have demonstrated a strong commitment to service on our Board in terms of meeting attendance, substantive discussion and effective leadership.
Annual Board and Committee Evaluations
Led by our Nominating & Governance Committee, our Board and its committees annually perform self-evaluations that allow for open and candid feedback on Board effectiveness, performance and process. Our evaluation process also includes biennial reviews of each of our directors by each of their peers. In 2020, the process also included our new Lead Director meeting individually with each member of the Board to solicit feedback.
Our Lead Director and each of our committee chairs incorporate feedback received from these evaluations to enhance Board governance, process, collaboration and productivity, including by identifying possible topics for future meetings and other matters, including potential skills and attributes for future director nominees and committee composition. In 2020, results of the Board and committee evaluations were overwhelmingly positive.
In the self-evaluation context our Nominating & Governance Committee further considers the composition of the Board and its committees, including diversity considerations and whether the Board and each of its committees have the right mix of skill sets, experience, talent and other considerations in order to function effectively.
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Corporate Governance — Board Leadership Structure
Board Leadership Structure
Our Board’s mandate under Swiss law includes overall supervision and control of management of the Company. Though our management and employees direct and are responsible for the business operations of the Company and its divisions, and implementation of policies and strategies approved by the Board, the power of management is fundamentally delegated from the Board.
Our Organizational Regulations and Corporate Governance Guidelines provide the Board with the right and flexibility to recommend to shareholders that the responsibilities of Chairman of the Board and Chief Executive Officer be vested in the same individual or in more than one individual, as the Board determines to be in the best interest of the Company. Our Board has determined it to be in the best interests of the Company, at this time, to vest the responsibilities of Chairman and CEO in Evan G. Greenberg because the Board believes he has the skills and experience to best perform both roles. While Mr. Greenberg serves as Chairman, Board leadership comes also from our Lead Director, currently Mr. Michael P. Connors. Our Lead Director’s powers are significant.
Independent Lead Director — Role and Responsibilities
Our Lead Director provides independent Board leadership. Specific responsibilities include:

Establishing the agenda (with the Chairman) for Board meetings

Authority to convene meetings of the Board

Presiding at executive sessions of the independent directors at every regular Board meeting and at other times as the Lead Director may separately call

Providing a forum for independent director feedback at those executive sessions and communicating that feedback to the Chairman

Ensuring an appropriate level of Board independence in deliberations and overall governance

Working with the Nominating & Governance Committee in the Board’s performance evaluation process and the Compensation Committee in the CEO evaluation process and compensation determination

Facilitating communication between Board members and the Chairman of the Board

Empowerment to respond to non-audit related shareholder inquiries, monitor the Company’s mechanism for receiving and responding to shareholder communications to the Board, and oversee the timely delivery of background materials to Board members

Helping to assure that all Board members have the means to, and do, carry out their fiduciary responsibilities

Communicating regularly with our CEO on matters of significance, and with the other independent directors to help foster independent thinking
Our Nominating & Governance Committee regularly reviews and discusses Board composition, leadership and structure, and advises the Board as appropriate. The Nominating & Governance Committee also considers feedback from shareholders.
The Board, upon recommendation from the Nominating & Governance Committee, recommends the Chairman for shareholder approval annually in accordance with Swiss law.
Chubb’s Board leadership structure has evolved over time. For example, the Chairman and CEO roles were separate immediately before May 2007. Mr. Greenberg was promoted to CEO in 2004 and was not appointed Chairman of the Board until three years later.
As Chubb and its circumstances develop in the future, the Board will continue to examine its leadership structure, consider shareholder feedback and will at all times conduct itself in the manner it determines to be in the best interests of the Company and its shareholders. We expect that the Company will always have either an independent lead director or a non-executive chairman.
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Corporate Governance — The Committees of the Board
The Committees of the Board
The Board of Directors has five committees: Audit, Nominating & Governance, Compensation, Risk & Finance and Executive. The principal role, independence standards and meetings held during 2020 are outlined below. For more information on committee members, see our Board of Director profiles beginning on page 22.
Committee
Role & Responsibilities
Independence
Meetings
Held 2020
Audit Committee
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Chair:
Robert W. Scully
Members:
James I. Cash
Robert J. Hugin
Theodore E. Shasta
David H. Sidwell
The Audit Committee provides oversight of the integrity of our financial statements and financial reporting process, our compliance with legal and regulatory requirements, our system of internal controls, and our audit process.
The Committee’s oversight includes the performance of our internal auditors and the performance, qualification and independence of our independent auditors.
If a member of our Audit Committee simultaneously serves on the audit committees of more than three public companies, the Board is required to determine and disclose whether such simultaneous service would impair the ability of such member to effectively serve on our Audit Committee. No member serves on the audit committees of more than three public companies.
All members are audit committee financial experts as defined under Item 407(d) of Regulation S-K, and each member meets the financial literacy requirements of the NYSE.
For more information on our Audit Committee and its role and responsibilities, see the “Audit Committee Report” section of this proxy statement.
All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board
Fifteen meetings and one in-depth session covering various matters further described in the Audit Committee Report beginning on page 117
Nominating &
Governance
Committee
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Chair:
Mary Cirillo
Members:
Michael P. Connors
John A. Edwardson
The responsibilities of the Nominating & Governance Committee include identification of individuals qualified to become Board members, recommending director nominees to the Board and developing and recommending corporate governance guidelines.
The Committee also has the responsibility to review and make recommendations to the full Board regarding director compensation, examine and approve the Board’s committee structure and committee assignments, and advise the Board on matters of organizational and corporate governance, including our Citizenship (ESG) activities and related policies.
In addition to general corporate governance matters, the Nominating & Governance Committee approves the Board calendar and assists the Board and the Board committees in their self-evaluations.
All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board
Four meetings
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Corporate Governance — The Committees of the Board
Committee
Role & Responsibilities
Independence
Meetings
Held 2020
Compensation
Committee
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Chair:
Michael P. Connors
Members:
Mary Cirillo
John A. Edwardson
Frances F. Townsend
The Compensation Committee discharges the Board’s responsibilities relating to the compensation of employees, including compensation policies and pay structure for executive officers and other senior officers of the Company. It also evaluates the performance of the CEO and other NEOs based on corporate and personal goals and objectives. Based on this evaluation, it sets the CEO’s compensation level, both as a committee and together with the other independent directors, and approves NEO compensation.
The Compensation Committee also works with the Nominating & Governance Committee and the CEO on succession planning, and periodically consults with the Risk & Finance Committee on matters related to executive compensation and risk.
Under Swiss law, shareholders have sole authority to elect the members of the Compensation Committee. See Agenda Item 7 for more details. Subject to re-election, Frances F. Townsend will become Chair of the Compensation Committee effective immediately following the Annual General Meeting. The current Compensation Committee Chair, Mr. Michael P. Connors, is also currently our Lead Director, and he will continue in the Lead Director role following the Annual General Meeting, subject to re-election to the Board.
For more information about how the Compensation Committee determines executive compensation, see the “Compensation Discussion & Analysis” section of this proxy statement.
All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board
Four meetings and several in-depth sessions covering various matters
Risk & Finance Committee
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Chair:
Olivier Steimer
Members:
Michael G. Atieh
Sheila P. Burke
Eugene B. Shanks, Jr.
Frances F. Townsend
The Risk & Finance Committee helps execute the Board’s supervisory responsibilities pertaining to enterprise risk management, capital structure, financing arrangements and investments.
For more information on the Risk & Finance Committee’s role, see “Board Oversight of Risk and Risk Management” below.
All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board
Four meetings
Our Board also has an Executive Committee, comprised of the Chairman of the Board (as Chair) and each of our other committee chairs (as members). The Executive Committee did not meet in 2020 and has not met since 2011. Its primary focus is to act for the full Board when it is not practical to convene a meeting of the full Board. The Executive Committee is authorized to exercise all the powers and authorities of the Board, except as expressly limited by applicable law or regulation, stock exchange rule, our Articles of Association or our Organizational Regulations, and except for matters expressly reserved for another committee.
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Corporate Governance — Board Oversight of Our Independent Advisors
Board Oversight of Our Independent Advisors
Independent Auditors
Our Audit Committee hires, determines the compensation of, and decides the scope of services performed by, our independent auditors. It also has the authority to retain outside advisors.
Our Audit Committee evaluates the qualification, performance and independence of our independent auditors. As part of this evaluation, rotation of our independent auditors is periodically considered. If required by applicable law or regulation relating to auditor rotation or otherwise, or if the Audit Committee otherwise determines it is necessary, it will initiate and stay actively involved in the process to select and replace the independent auditors. In addition, in connection with regular mandated rotation of audit partners, the Audit Committee is directly involved in the selection of the lead audit partner.
In determining whether to re-appoint the Company’s independent auditor, the Audit Committee took into consideration a number of factors, including:

the length of time the firm has been engaged;

the quality of the Audit Committee’s ongoing discussions with the firm;

the firm’s global capabilities and depth of understanding of our businesses;

an assessment of the professional qualifications and past performance of the lead audit partner and their global audit team; and

the appropriateness of fees for audit and non-audit services.
Compensation Consultants
Our Compensation Committee has the authority to retain advisors and must assess the independence of any advisor so retained. Our Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any such compensation advisor. During 2020, our Compensation Committee retained Pay Governance as its independent compensation consultant. Pay Governance did not perform any other work for the Company in 2020 other than advising our Compensation Committee and, with respect to director compensation, our Nominating & Governance Committee.
Search Firm Consultants
Our Nominating & Governance Committee from time to time retains a search firm to identify and evaluate potential director candidates, and has the authority to approve the firm’s fees and other retention terms. Our Nominating & Governance Committee may also retain other advisors.
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Corporate Governance — Board Oversight of Risk and Risk Management
Board Oversight of Risk and Risk Management
As an insurer, the Company is in the business of managing risk. As part of its oversight of the Company and its business activities, the Board takes very seriously its role in risk management. The Board has established the Risk & Finance Committee for purposes of risk assessment and management as described in its charter and further below, and other committees are also tasked with oversight of particular risks. These committees are composed entirely of independent directors.
Under Swiss law, the Board of Directors has ultimate responsibility for management and direction of the Company. The full Board also discusses and considers risk management issues at each of its meetings. The Board will adjust its practices with respect to risk management oversight whenever it determines it needs to do so and will involve itself in particular risk areas or business circumstances where its proper exercise of oversight demands it.
The Board’s role in risk oversight is consistent with the Company’s leadership structure, with the CEO and other members of senior management having responsibility for assessing and managing the Company’s risk exposure, and the Board and its committees providing oversight in connection with these efforts.
Risk & Finance Committee and Other Board Committee Oversight of Risk
The goal of the Risk & Finance Committee is to assure that the Company’s risk management process identifies and assesses relevant risks, has a reasonable and sound set of policies for setting parameters on risk, and, for specific material risks, has prepared itself to avoid or to mitigate outcomes that threaten the viability of the Company.
The Risk & Finance Committee helps execute the Board’s supervisory responsibilities pertaining to enterprise risk management, capital structure, financing arrangements and investments. This includes:

evaluation of the integrity and effectiveness of the Company’s enterprise risk management procedures and systems and information;

oversight of policy decisions about risk aggregation and minimization, including credit risk;

assessment of the Company’s major decisions and preparedness levels pertaining to perceived material risks;

oversight of the capital structure and financing arrangements in support of the Company’s plans and consistent with its risk tolerances; and

oversight of management’s investment of the Company’s investible assets, including to give input on strategies and monitor overall conditions and developments with respect to these assets and, again, make certain they are consistent with the Company’s risk tolerances.
The Risk & Finance Committee meets regularly with Company management, including the Chief Risk Officer and Chief Digital Officer, Chief Investment Officer, Treasurer and others, in fulfillment of its responsibilities. The Chief Risk Officer and Chief Digital Officer reports to both the Risk & Finance Committee and the CEO. The Risk & Finance Committee also conducts joint meetings, such as with the Audit Committee on enterprise risk management matters and the Compensation Committee Chair on compensation risk.
Other Board committees are also responsible for certain other risks. Examples of particular risks overseen by our other Board committees include the following:

The Audit Committee is responsible for oversight of the Company’s financial statements, financial reporting and internal controls, including model risk; the process for establishing insurance reserves; the Company’s cyber-security program and related exposures and risks; and legal, regulatory and compliance matters.

The Compensation Committee is responsible for overseeing succession planning and employee compensation policies and practices, including how specific business risks are taken into account or mitigated as part of the design and structure of our compensation program. For additional information, see “The Relationship of Compensation to Risk” section of the Compensation Discussion & Analysis.

The Nominating & Governance Committee is responsible for overseeing the Company’s corporate governance structure and practices and our Citizenship (ESG) activities and related policies, including associated risks.
Each committee periodically reports to the Board on its risk oversight activities. Committees may also consult with one another on certain risks where appropriate. Risk oversight responsibilities may change, from time to time, based on the Company’s evolving needs.
Climate Change and Environmental Risk. We are an underwriting company and we recognize that climate change affects the risks we insure. Our Board is proactively engaged on this issue. The Risk & Finance Committee’s role in executing the Board’s supervisory responsibilities pertaining to risk management encompasses the risks associated with climate change and catastrophe risk, including those relating to our underwriting activities.
The Nominating & Governance Committee is responsible for overseeing our Citizenship (ESG) program, which includes initiatives relating to climate change and the environment, such as our coal policy on underwriting and investment, corporate environmental goals and philanthropic efforts.
Cyber-Security/IT Risk Oversight. The Audit Committee is tasked with oversight of the Company’s cyber-security program and related exposures and risks, about which the Audit Committee periodically reports to the full Board and consults with the Risk & Finance Committee. Review and oversight may generally encompass data breach risk and
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Corporate Governance — Board Oversight of Risk and Risk Management
impact; cyber protection and detection controls; privacy matters; third-party risks; cyber trends and events; and other topics.
The Risk & Finance Committee is responsible for oversight of risk generally and identifying significant risks, which may include risks relating to cyber-security and privacy, business continuity risk (including the resilience of IT operations and physical infrastructure) and cyber underwriting risk.
What Is Our Related Party Transactions Approval Policy And What Procedures Do We Use To Implement It?
The Board of Directors has adopted Related Party Transactions Guidelines. For the purposes of our Related Party Transactions Guidelines, a related party is any person who is:

a director, director nominee or executive officer of the Company;

a beneficial owner of more than 5% of the Company’s outstanding Common Shares at the time the transaction occurred or existed; and

any immediate family member of any of the foregoing.
Related Party Transactions
Our Related Party Transactions Guidelines require approval or ratification of transactions in which (a) the aggregate amount involved exceeds or is expected to exceed $120,000 in any fiscal year, (b) the Company was, is or will be a participant and (c) any related party had, has or will have a direct or indirect material interest. Subject to certain exceptions, all related party transactions subject to the guidelines must be approved or ratified by the Nominating & Governance Committee. The Board or the Nominating & Governance Committee may determine from time to time that the authority to review and approve or ratify certain related party transactions should instead reside with the full Board.
The Company recognizes that there are types of transactions involving a related party that are appropriate and may be in, or may not be inconsistent with, the best interests of the Company, and that do not create or involve a direct or indirect material interest for the related party. Accordingly, our Related Party Transactions Guidelines deem as pre-approved:

Transactions involving our sale of insurance or reinsurance in the ordinary course of business on terms that are generally available to similarly situated parties that are not related to us, and payments or settlements of claims on such policies in the ordinary course of business on commercially reasonable terms;

Compensation of executive officers or directors that is reported in the compensation tables or other disclosures in our proxy statement,

Compensation of a type that would be reported if the related party were named in the proxy statement, provided the Compensation Committee has approved such compensation;

Payment or reimbursement of a director’s or employee’s expenses incurred in performing such person’s Company-related responsibilities;

Any transaction in which the related party’s interest arises solely from ownership of securities issued by the Company and all holders of such securities receive the same benefits pro rata as the related party;

Contributions to the Company’s political action committee by a related party;

Payments passed through a related party or affiliate of a related party but not from or for such related party or affiliate’s account; and

Transactions in which the related party’s interest arises only from (i) (1) such person’s position as a director of an entity, (2) the direct or indirect ownership by such person and all immediate family members of such person, in the aggregate, of less than a 10% equity interest in an entity (other than a partnership) or (3) both such position and ownership; or (ii) such person’s position as a limited partner in a partnership in which the person and all immediate family members of such person have an equity interest of less than 10%.
There is a financial limit condition to the determination of pre-approval status for the transactions or payments listed in the first bullet above. If transactions involve payments to an entity for which a director is an employee or general partner or a director’s immediate family member is an executive officer or general partner totaling the greater of $1 million or 2% of that entity’s annual consolidated gross revenue, then they will not be considered pre-approved and will subject to the review procedures of the guidelines.
Not-for-Profit Organizations
Our Related Party Transactions Guidelines require the Nominating & Governance Committee to review, approve or ratify, and determine that no conflict of interest exists regarding, financial contributions greater than $50,000 in the aggregate per fiscal year by the Company (or its charitable foundations) to not-for-profit organizations for which a director, nominee or an executive officer or an immediate family member of any of the foregoing serves as a director, trustee or senior officer.
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