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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.      )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐  Preliminary Proxy Statement
☐  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒  Definitive Proxy Statement
☐  Definitive Additional Materials
☐  Soliciting Material Pursuant to § 240.14a-12
Chubb Limited
(Name of Registrant as Specified in its Charter)
   
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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☒  No fee required
☐  Fee paid previously with preliminary materials
☐  Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Notice of Chubb Limited 2024 Annual General Meeting of Shareholders
Date and Time
May 16, 2024, 2:45 p.m.
Central European Time
Place
Chubb Limited
Bärengasse 32
CH-8001, Zurich
Switzerland
Record Date
March 22, 2024, except
as provided in “Who is entitled to vote?” in this proxy statement
Proxy Mailing Date
On or about April 3, 2024
Agenda
1
Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2023
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
Cancellation of repurchased shares
10
Approval of a capital band for authorized share capital increases and reductions
11
Approval of the amended and restated Chubb Limited Employee Stock Purchase Plan
12
Approval of the compensation of the Board of Directors and Executive Management under Swiss law requirements
12.1
Maximum compensation of the Board of Directors until the next annual general meeting
12.2
Maximum compensation of Executive Management for the 2025 calendar year
12.3
Advisory vote to approve the Swiss compensation report
13
Advisory vote to approve executive compensation under U.S. securities law requirements
14
Approval of the Sustainability Report of Chubb Limited for the year ended December 31, 2023
15
Shareholder proposal on Scope 3 greenhouse gas emissions reporting, if properly presented
16
Shareholder proposal on pay gap reporting, if properly presented
Notice of Internet availability of proxy materials: Shareholders of record are being mailed, on or around April 3, 2024, 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.
See “Information About the Annual General Meeting and Voting” in this proxy statement for further information, including how to vote your shares. If you plan to attend the meeting, you must request an admission ticket by following the instructions in this proxy statement by May 6, 2024.
By Order of the Board of Directors,
[MISSING IMAGE: sg_josephfwayland-bw.jpg]
Joseph F. Wayland
Executive Vice President, General Counsel and Secretary
April 1, 2024
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.

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Corporate Governance 66
66
67
69
71
72
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Proxy Summary
   
The summary pages that follow highlight 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:

meeting agenda;

corporate governance; and

executive compensation program.
Shareholders should read the entire proxy statement and our 2023 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. Unless context otherwise requires, references to “we”, “us”, “our”, “Chubb” or the “Company” are to Chubb Limited.
Cautionary statement regarding forward-looking statements. Forward-looking statements made in this proxy statement, such as those related to Company performance, growth opportunities, commitments and initiatives, 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 U.S. Securities and Exchange Commission (SEC).
Non-GAAP financial measures. 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). These “non-GAAP financial measures” include core operating income, core operating return
on equity, core operating return on tangible equity, P&C combined ratio and tangible book value per share growth. More information on the rationale for the use of these measures and reconciliations to U.S. GAAP can be found in the “Non-GAAP Financial Measures” section of this proxy statement.
Effective July 1, 2023, the Company acquired a majority controlling interest in Huatai Insurance Group Co. Ltd. (Huatai Insurance Group), and applied consolidation accounting beginning in the third quarter of 2023. In this proxy statement, reporting of core operating income, net income, book value, tangible book value, return on equity, and per share data includes only the Company’s ownership interest in Huatai Insurance Group and excludes the non-controlling interest.
Additionally, the Company adopted the Long Duration Targeted Improvements (LDTI) U.S. GAAP guidance applicable to its long-duration contracts, as required, on January 1, 2023, with a transition date of January 1, 2021. This guidance primarily impacted the Company’s Life Insurance segment results. Company results in this document for 2022 and 2021 are adjusted, where applicable, for presentation in accordance with LDTI U.S. GAAP guidance.
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.
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Chubb Limited 2024 Proxy Statement

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Proxy Summary
2024 Annual General Meeting
Date and Time
May 16, 2024, 2:45 p.m.
Central European Time
Place
Chubb Limited
Bärengasse 32
CH-8001, Zurich
Switzerland
Record Date
March 22, 2024, except as provided in “Who is entitled to vote?” in this proxy statement
Mailing Date
On or about April 3, 2024
Deadlines to Submit Voting Instructions
Beneficial owners (shares held through broker, bank or other nominee) — by 11:59 p.m. Eastern Time on May 14, 2024
Record owners (shares held at transfer agent) — by 12:00 noon Eastern Time (6:00 p.m. Central European Time) on
May 15, 2024
Meeting Agenda and Board’s Voting Recommendations
Meeting Agenda
Board Vote
Recommendation
Page
1
Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2023
For
15
2
Allocation of disposable profit and distribution of a dividend from reserves
2.1
Allocation of disposable profit
For
16
2.2
Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve)
For
17
3
Discharge of the Board of Directors
For
19
4
Election of Auditors
4.1
Election of PricewaterhouseCoopers AG (Zurich) as our statutory auditor
For
20
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
20
4.3
Election of BDO AG (Zurich) as special audit firm
For
22
5
Election of the Board of Directors
For each nominee
23
6
Election of the Chairman of the Board of Directors
For
31
7
Election of the Compensation Committee of the Board of Directors
For each nominee
33
8
Election of Homburger AG as independent proxy
For
34
9
Cancellation of repurchased shares
For
35
10
Approval of a capital band for authorized share capital increases and reductions
For
37
11
Approval of the amended and restated Chubb Limited Employee Stock Purchase Plan
For
41
12
Approval of the compensation of the Board of Directors and Executive Management under Swiss law requirements
12.1
Maximum compensation of the Board of Directors until the next annual general meeting
For
46
12.2
Maximum compensation of Executive Management for the 2025 calendar year
For
48
12.3
Advisory vote to approve the Swiss compensation report
For
51
13
Advisory vote to approve executive compensation under U.S. securities law requirements
For
53
14
Approval of the Sustainability Report of Chubb Limited for the year ended December 31, 2023
For
55
15
Shareholder proposal on Scope 3 greenhouse gas emissions reporting, if properly presented
Against
58
16
Shareholder proposal on pay gap reporting, if properly presented
Against
63
Chubb Limited 2024 Proxy Statement
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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 director nominee stands for election to a one-year term annually.
Our Board recommends a vote “FOR” each of the nominees listed below.
See Agenda Item 5 for additional information on our director nominees.
Current and Expected Committee Membership
Nominee
Age
Director
Since
Principal Occupation
Executive
Nominating &
Governance
Audit
Compensation
Risk &
Finance
Evan G. Greenberg
69
2002
Chairman and Chief Executive Officer,
Chubb Limited
Chair
Michael P. Connors
Lead Director
68
2011
Chairman and Chief Executive Officer,
Information Services Group, Inc.
Michael G. Atieh
70
1991
Retired Chief Financial and Business
Officer, Ophthotech Corporation
Nancy K. Buese
54
2023
Chief Financial Officer,
Baker Hughes Company
Sheila P. Burke
73
2016
Faculty Research Fellow, John F.
Kennedy School of Government,
Harvard University
Nelson J. Chai
58
New Nominee
Former Chief Financial Officer,
Uber Technologies, Inc.
Michael L. Corbat
63
2023
Former Chief Executive Officer,
Citigroup Inc.
Robert J. Hugin
69
2020
Former Chairman and Chief Executive Officer, Celgene Corporation
Robert W. Scully
74
2014
Retired Co-President, Morgan Stanley
Chair
Theodore E. Shasta
73
2010
Retired Partner,
Wellington Management Company
David H. Sidwell
71
2014
Retired Chief Financial Officer,
Morgan Stanley
Chair
Olivier Steimer
68
2008
Former Chairman,
Banque Cantonale Vaudoise
Chair
Frances F. Townsend
62
2020
Advisory Services,
Frances Fragos Townsend, LLC
Chair
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Chubb Limited 2024 Proxy Statement

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Proxy Summary
Board and Governance Highlights

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

Board of Directors independence

92.3% independent (all except CEO)

Independent Lead Director with significant and substantive powers and responsibilities

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

Board tenure and refreshment — balance of shorter-, medium- and longer-serving directors; consistent refreshment over time, with 5 current directors elected since 2020 and one new nominee proposed for election in 2024

Regular executive sessions of independent directors

Board composition and skills matrix discussed and reviewed at each Nominating & Governance Committee meeting

Shareholder ability to call a special meeting

Annual shareholder elections of all directors, Chairman and Compensation Committee

Meaningful external commitment limitations for all directors; public company CEOs may not sit on more than one public company board (excluding Chubb), and no director may have more than four additional public company board and executive affiliations

Annual Board and committee self-evaluations

Continuing education and training for all directors

Commitment to productive and collaborative shareholder outreach

Board actively monitors succession planning and management development, including consideration of human capital and human resources priorities such as improved gender balance and racial/ethnic diversity at the officer level and in talent acquisition

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

Board engagement and oversight of climate-related strategies, including the development of climate policies and business activities

First annual sustainability report published in 2024; 3rd annual TCFD report published in 2023

Dedication to responsible Corporate Citizenship through philanthropic, environmental and social initiatives, with Board and senior management oversight
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 5 key metrics, evaluated comprehensively within the context of the environment in which we operate

Core operating income

Core operating return on equity

Core operating return on tangible equity

P&C combined ratio

Tangible book value per share growth

Total shareholder return (TSR) modifier

Consideration of strategic achievements, including leadership and execution of key non-financial objectives
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How We Paid Our Named Executive Officers (NEOs)
The Compensation Committee considered financial, strategic and operational performance, and took into account the Company’s excellent 2023 financial performance on an absolute basis and relative to peers, which also reflected the best full-year financial performance in the Company’s history.
CEO total pay

$27.9 million, up 12.7% vs. 2022
Other NEO total pay

up 10.5% on average for executives who were NEOs for both 2023 and 2022 (excluding two new NEOs in 2023 as well as the 2022 compensation of a former NEO who retired from the Company effective January 1, 2023)
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Proxy Summary
Compensation Profile
Approximately 94% of the total direct compensation of our CEO and 87% of the total direct compensation of our other NEOs is variable or “at-risk.” A significant portion of variable compensation is in the form of performance-based equity awards, which cliff-vest after the end of a three-year performance period if certain performance criteria are satisfied. Performance-based equity awards comprise 100% of the annual equity award granted to the CEO, COO, CFO and President, North America Insurance. For the President, Overseas General Insurance and Chief Digital Business Officer, 25% of the value of their annual equity award consists of stock options; the balance of those awards consists of restricted stock, 75% of which is performance-based and 25% of which is time-based.
The compensation components for each of our NEOs as considered by the Board’s Compensation Committee are summarized in the charts below. Further detail is provided in “2023 NEO Total Direct Compensation and Performance Summary” beginning on page 115.
CEO Total Direct Compensation
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Other NEOs Total Direct Compensation
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Chubb Limited 2024 Proxy Statement

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Proxy Summary
Our CEO Compensation Process
Each year, the 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 2023:
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Proxy Summary
Pay-for-Performance Framework
The Compensation Committee conducts a holistic review of overall performance, factoring in the context of a highly competitive global insurance environment. When determining the final mix of pay for the NEOs, the overall compensation package is weighted towards variable rather than fixed compensation, and to long-term rather than short-term annual awards, in order to have a stronger pay-for-performance alignment and to align executive awards with long-term shareholder value creation. In line with this approach, long-term equity variable compensation of our CEO and other NEOs is typically 1.5 to 2.5 times the short-term annual cash bonus award.
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 CEO compensation with companies of comparable size and complexity that we seek to be competitive with for talent and compensation purposes (CEO Compensation Benchmarking Peer Group). The Committee reviews and assesses the peers in both groups at least annually.
2023 Financial Performance
Peer Group
2023 CEO 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 Insurance 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.
*
For 1-year and 3-year TSR only. The Compensation Committee determined that, due to Zurich Insurance Group’s adoption of IFRS 17 accounting in 2023, replacing U.S. GAAP, Zurich Insurance Group’s financial performance is no longer comparable and inclusion would distort the relative performance evaluation on the metrics other than TSR. The Company and every other peer in the Financial Performance Peer Group report in accordance with U.S. GAAP.
Why Vote “For” Say-on-Pay?
In support of our Board’s recommendations that you vote “FOR” all of our Swiss and SEC say-on-pay proposals, we highlight the following key factors:
Excellent financial performance for 2023 in absolute terms and relative to peers, reflecting the best full-year financial performance in the Company’s history, including records for net and core operating income, underwriting results, investment income, and return on equity, as well as outstanding underlying fundamentals and double-digit premium revenue growth:
Operating results

Record Chubb net income and Chubb net income per share of $9.03 billion and $21.80, respectively, up 72.1% and 75.9% compared to $5.25 billion and $12.39, respectively, in 2022

Record core operating income and core operating income per share of $9.34 billion and $22.54, respectively, up 45.2% and 48.5% from $6.43 billion and $15.18, respectively, in 2022

2023 results were favorably impacted by a one-time, $1.14 billion deferred tax benefit related to the enactment of Bermuda’s new income tax law; excluding the benefit, core operating income on both a dollar and per share basis were records
Underwriting performance

Industry-leading P&C combined ratio of 86.5%, a Company record, improved 1.1 points compared to 87.6% in 2022. The current accident year P&C combined ratio excluding catastrophe losses was also a record 83.9% compared to 84.2% in 2022

Consolidated net premiums written of $47.4 billion, up 13.5% from 2022
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Chubb Limited 2024 Proxy Statement

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Proxy Summary
Investment performance

Record pre-tax net investment income and adjusted net investment income of $4.94 billion and $5.34 billion, respectively, up 31.9% and 32.8% from $3.74 billion and $4.02 billion, respectively, in 2022
Return on equity

Record return on equity (ROE) of 16.4%, up from 9.6% in 2022

Core operating ROE was 15.4%, up from 11.1% in 2022

Record core operating return on tangible equity (ROTE) of 24.2%, up from 17.0% in 2022; excluding the tax benefit, core operating ROTE was also a record
Book value per share

Book and tangible book value per share increased 20.5% and 21.3%, respectively, for the year. Book value per share ended the year at an all-time high
Shareholder value creation

One-year and three-year annualized TSR, which include stock price appreciation plus reinvested dividends, were 4.2% and 15.6%, respectively; cumulative three-year TSR was 54.5%

$3.88 billion returned to shareholders through dividends and share repurchases, while continuing to invest in our business for the future
Successfully executed on significant strategic and operational goals and initiatives, including:
Execution of business strategy

Capitalized on market conditions by driving rate, growth and profitability while maintaining underwriting discipline and excellence in customer and partner service

Managed inflationary pressures by enhancing capabilities to monitor and react quickly to loss cost inflation, including through pricing actions and adjusting outstanding reserves

Implemented reinvestment strategies in a changing interest rate environment and achieved record investment income

Enhanced natural catastrophe capabilities and modeling to manage wind, flood and wildfire risk aggregations in a more granular, practical and insightful manner
Advanced long-term growth initiatives

Integrated personal accident, supplemental health and life insurance businesses in the Asia-Pacific region acquired from Cigna while meeting or exceeding key financial targets

Executed on China strategy by increasing ownership in Huatai Insurance Group, a Chinese financial services holding company with separate property and casualty, life, and asset management subsidiaries, from 47.3% to 76.5% as of year-end (currently 85.5%), and began consolidating Huatai results into our financial statements
Digital transformation

Accelerated digital transformation with strong growth in digital product revenue and continued progress on extensive business and technology innovations
Commitment to talent development and diversity, equity and inclusion

Improved gender balance and racial diversity at the leadership level and in early career hiring, and reinforced leadership accountability through goal-setting and linkage to performance reviews and compensation at the executive level

Strengthened talent pipeline through external hiring (more than 5,000) and internal promotions (nearly 5,000), as well as employee development and training
Climate leadership

Continued industry leadership on climate issues with launch of Chubb Climate+ business unit to support companies engaged in developing technologies and processes to lower carbon emissions and promote climate resilience, established new oil and gas underwriting and conservation criteria, and led industry engagement with investors, climate experts and advocacy groups to advance the insurance industry’s sustainability and resilience initiatives
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Proxy Summary
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 over the last 20 years, starting in 2004 when Evan Greenberg became CEO of the Company.
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Source: SNL and company disclosures. Peer average excludes Zurich Insurance Group on all metrics except Total Shareholder Return.
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Proxy Summary
Chubb’s Book Value per Share & Tangible Book Value per Share
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2023 Performance: Key Metrics and Strategic Achievements
The Compensation Committee evaluates our absolute and relative financial performance across the five key metrics detailed in the table below, as well as TSR. The Compensation Committee reviews relative Company financial performance against the Financial Performance Peer Group.
On average across the key metrics, our performance relative to the Financial Performance Peer Group was at the 87th percentile. Overall 2023 financial results were excellent and reflect the best full-year financial performance in the Company’s history, with record net income and core operating income on both a per share and dollar basis from record P&C underwriting and investment income, a record combined ratio, record return on equity, outstanding fundamentals, underwriting margin improvement and double-digit premium revenue growth. Our tangible book value per share growth also substantially improved from prior year. On an absolute basis, Company performance exceeded prior year and plan on all five key metrics, even when excluding the favorable impact of a one-time deferred tax benefit related to Bermuda’s new income tax law. On a relative basis, Chubb significantly outperformed peers on four of the five key metrics, and performance was at median on the fifth metric. The Company also delivered strong 1-year and 3-year TSR results. Further information on each of the metrics is below.
Core operating
income
$9.34B
Core operating income was a record for the Company in 2023 and substantially exceeded both prior year and plan. Core operating income growth was at the 91st percentile of the Financial Performance Peer Group. One of our peers was excluded from the percentile rank calculation for 2023 core operating income growth to eliminate the distortive impact of it having a core operating loss in 2022.
Core operating return on equity
(ROE)
15.4%
Core operating ROE performance significantly exceeded both prior year and plan. Performance was at the 93rd percentile of the Financial Performance Peer Group.
Core operating return on tangible equity (ROTE)
24.2%
Core operating ROTE relative performance exceeded that of every company in the Financial Performance Peer Group (100th percentile). Absolute performance was a record in 2023 and substantially exceeded both prior year and plan.
P&C combined
ratio
86.5%
P&C combined ratio relative performance was better than that of every company in the Financial Performance Peer Group (100th percentile). Absolute performance was a record for 2023 and improved on both prior year and plan. Current accident year P&C combined ratio excluding catastrophe losses was also a record 83.9% in 2023.
Tangible book
value per share growth
21.3%
Tangible book value per share growth substantially improved on prior year and exceeded plan. On a relative basis, performance was at the 50th percentile of the Financial Performance Peer Group.
Total shareholder return
4.2% 1-year
15.6% 3-year
Our 1-year and 3-year annualized TSR were at the 5th (2.6 percentage points from median) and 66th percentiles, respectively, of our Financial Performance Peer Group. Our cumulative 3-year TSR was 54.5%.
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Proxy Summary
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 both organically and through strategic acquisitions including increasing our ownership of and integrating Huatai Insurance Group in China, integrating Cigna’s Asia business, furthering our digital and technological capabilities, enhancing organizational effectiveness and leadership diversity, and taking concerted and substantive actions to address climate change as an insurer and corporate citizen. See “Why Vote ‘For’ Say-on-Pay?” beginning on page 8 for additional information on these achievements.
2023 Compensation Decisions
In determining the compensation direction of the Company and in setting the 2023 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 and execution on operational and strategic objectives, and shareholder value creation.
When deciding 2023 variable pay for the CEO and other NEOs, including both cash bonuses and long-term equity awards, the Compensation Committee recognized their outstanding leadership, sound judgment and steadfast focus, which drove the Company’s outstanding overall performance described above in “2023 Performance: Key Metrics and Strategic Achievements”.
The Compensation Committee determined to increase the CEO’s variable compensation, reflecting the Company’s excellent 2023 financial performance, execution and progress on short-, medium- and long-term operational and strategic objectives, and value created for shareholders. The CEO’s annual cash bonus was set at $9 million. The long-term equity award was set at $17.35 million. The Committee also reinforced the alignment of the CEO’s compensation with long-term Company performance, as 100% of the annual equity award is subject to performance-based vesting. The Committee believes that requiring the entirety of the CEO’s equity awards to vest, if at all, depending on Company performance, and eliminating solely time-based equity vesting, more closely aligns the pay of our CEO with long-term Company financial performance and the creation of shareholder value. The Committee further determined not to increase the CEO’s base salary.
The Compensation Committee believes that 2023 compensation decisions for the CEO and other NEOs reflect the Company’s overall operating, strategic, financial and stock price performance, and thus are aligned with shareholders. Further details on the compensation decisions for the CEO and other NEOs are described in “2023 NEO Total Direct Compensation and Performance Summary” beginning on page 115.
The Compensation Committee’s and Board’s compensation decisions for 2023 reflect the Company’s philosophy to closely link pay 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 in this year’s excellent financial performance, both on an absolute basis and relative to Chubb’s Financial Performance Peer Group, and in our long-term stock price performance.
Starting with February 2024 equity grants, the Compensation Committee modified the form of certain equity awards to enable deferral of such awards under the Chubb Deferred Stock Unit Plan. The modified awards, which are now issued in the form of units instead of shares, carry the same vesting criteria and schedule as the prior respective form of such awards. Specifically, performance-based equity awards were modified from solely performance shares (PSAs) to a mix of PSAs and performance stock units (PSUs), or solely PSUs, depending on the executive. Additionally, for executives that receive both performance-based and time-based restricted stock awards, the time-based restricted stock awards (RSAs) were also modified to a mix of RSAs and restricted stock units (RSUs), or solely RSUs, depending on the executive.
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Proxy Summary
2023 Summary Compensation Table Information
The table below sets forth 2023 compensation for our NEOs as calculated in accordance with applicable SEC regulations. Additional detail, including the full Summary Compensation Table 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
All Other
Compensation
Total
Evan G. Greenberg
Chairman and Chief Executive Officer
$1,550,000
$9,000,000
$15,650,006
$1,461,311
$27,661,317
Peter C. Enns
Chief Financial Officer
$895,385
$1,764,000
$2,600,199
$294,501
$5,554,085
John W. Keogh
President and Chief Operating Officer
$1,176,923
$3,343,000
$7,000,199
$560,989
$12,081,111
John J. Lupica
Vice Chairman;
President, North America Insurance
$969,231
$3,100,000
$5,000,142
$561,533
$9,630,906
Juan Luis Ortega
President, Overseas General Insurance
$838,462
$1,650,000
$1,713,858
$628,431
$676,099
$5,506,850
Sean Ringsted
Chief Digital Business Officer
$837,500
$1,185,000
$1,612,687
$591,313
$2,339,434
$6,565,934
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, performance-based vesting criteria, 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 the 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 the 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.
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Proxy Summary
What We Do   [MISSING IMAGE: ic_tick-pn.gif]
What We Don’t Do   [MISSING IMAGE: ic_dontdo-pn.gif]

Substantial equity component to align pay with performance

100% of annual equity award for CEO, COO, CFO and President, North America Insurance is subject to performance-based vesting; 75% of the restricted stock portion of the award for the other NEOs is subject to performance-based vesting

Performance-based equity awards have 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, with TSR used only as a modifier for premium awards

Significant amount of at-risk pay (94% for CEO, 87% for other NEOs)

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

Independent compensation consultant at every Compensation Committee meeting

Double trigger change in control payout

Detailed Company and individual performance criteria covering both financial and operational/strategic performance

Robust insider trading and clawback policies, including recovery of cash bonus and both time-based and performance-based equity, vested and unvested, in certain circumstances

Peer groups reevaluated at least 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 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-based equity 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”.

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 CEO Compensation Benchmarking and Financial Performance Peer Groups.
Our Compensation Committee works closely with our independent compensation consultant 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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Agenda Item 1
Approval of the Management Report, Standalone Financial
Statements and Consolidated Financial Statements of Chubb Limited
for the Year Ended December 31, 2023
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, 2023.
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, 2023 (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, 2023;

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 2023 Annual Report and this proxy statement will be available to all shareholders entitled to vote at the May 16, 2024 annual general meeting of shareholders (the Annual General Meeting), on the Internet at www.envisionreports.com/CB on or about April 3, 2024.
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, 2023 comply with Swiss law and the Company’s Articles of Association.
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, 2023, 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 (in person or by proxy) 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 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, 2023:
(in millions of
Swiss francs)
Balance brought forward
19,552
Profit for the year
3,058
Cancellation of treasury shares
(2,518)
Attribution to reserve for treasury shares
323
Balance carried forward
20,415
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.
The Company’s statutory auditor, PricewaterhouseCoopers AG, has confirmed, in its audit report on the statutory financial
statements of the Company for the year ended December 31, 2023, that the proposed appropriation of available earnings complies with Swiss law and the Company’s Articles of Association.
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 (in person or by proxy) 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 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 $3.64 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 set 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 $3.64 per share even in the event of material currency fluctuations. Amounts remaining in the dividend reserve account following dividend payments would be returned to the capital contribution reserve as of the date of the 2025 annual general meeting.
Dividend Reserve
Under this proposed process for a dividend, shareholders fix an aggregate CHF amount to be allocated from our capital contribution reserves to a special reserve account, where the amount will be available for the payment of dividends.
Our Board of Directors proposes that the maximum amount legally available to pay the annual dividend be CHF 2.3 billion. The amount reflects an annual dividend increase of USD $0.20 per Chubb Limited Common Share, par value CHF 0.50 per share (a Common Share).
If approved by shareholders, the maximum amount legally available to pay a dividend will be released from the capital contribution 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 $3.64 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 2025 annual general meeting.
The Board currently expects to pay the full USD $3.64 per share of the Annual Dividend in four equal quarterly installments of USD $0.91 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 proposed Dividend Reserve is high enough to permit payment of the full USD $3.64 per share Annual Dividend, even if there are 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 2,300,000,000 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 $3.64 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 2025 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.
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Agenda Item 2
What Happens If Shareholders Do Not Approve This Proposal?
If the shareholders do not approve this proposal, then the Company will be prohibited from paying a dividend to shareholders. In such a case, the Board will consider the reasons the shareholders did not approve the proposal, if known, and may 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 (in person or by proxy) 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 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, 2023.
Explanation
As is customary for Swiss corporations and in accordance with Article 698, para. 2, no. 7 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, 2023. 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 12 months after the Annual General Meeting.
Voting Requirement to Approve Agenda Item
The affirmative “FOR” vote of the majority of the votes cast (in person or by proxy) 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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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, 2024.
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 (in person or by proxy) 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 financial year ending December 31, 2024.
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
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Agenda Item 4
Committee takes 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, 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 below. 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 2023 and 2022 and fees for other services rendered by PwC for such periods:
2023
2022
Audit fees1
$34,531,000
$29,816,000
Audit-related fees2
1,478,000
5,489,000
Tax fees3
1,807,000
1,616,000
All other fees4
465,000
446,000
Total
$38,281,000
$37,367,000
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 $800,000 for 2023 and $650,000 for 2022.
1
Audit fees for the year ended December 31, 2023 increased by $4,715,000 principally related to the Huatai U.S. GAAP consolidation and local statutory audit changes due to IFRS 17 adoption. The fees for 2023 and 2022 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
The audit-related fees for the years ended December 31, 2023 and 2022 were primarily for regulatory reporting and internal controls ($1,478,000 for 2023 and $5,489,000 for 2022). The decrease of $4,011,000 was primarily due to lower fees relating to the implementation of IFRS 17 ($508,000 for 2023 and $5,046,000 for 2022). In addition, it includes fees for internal control reviews ($785,000 for 2023 and $443,000 for 2022).
3
Tax fees for the years ended December 31, 2023 and 2022 were for professional services rendered in connection with expatriate tax services ($4,000 for 2023 and $345,000 for 2022), tax compliance ($893,000 for 2023 and $673,000 for 2022), and tax planning ($910,000 for 2023 and $598,000 for 2022).
4
All other fees for the years ended December 31, 2023 and 2022 were for professional services and expenses rendered in connection with software licensure fees ($22,000 for 2023 and $26,000 for 2022), industry market research and survey services ($8,000 for 2023 and $8,000 for 2022), and various compliance and other projects ($435,000 for 2023 and $412,000 for 2022).
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 review, and if it deems appropriate, 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 and non-audit fees in excess of the budgeted amount. If the Audit Committee Chair pre-approves such amounts, it is reported to 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 2023 fees described on this page pursuant to its pre-approval policies and procedures.
The Audit Committee also reviewed, at its December 2023 meeting, the audit services and non-audit services budgeted fees for 2024. The Audit Committee also reviewed all non-audit services provided in 2023 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.
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Agenda Item 4
Voting Requirement to Approve Agenda Item
The affirmative “FOR” vote of the majority of the votes cast (in person or by proxy) 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-8031 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 (in person or by proxy) 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 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 cannot appoint directors.
Our Articles of Association state that the Board of Directors must consist of 3 to 20 members, the exact number to be determined by shareholders.
For more information about our Board of Directors, please see their biographical information in this agenda item and the “Corporate Governance” section of this proxy statement.
Our Director Nominating Process and Board Composition Criteria
Nomination Process and Skills, Qualifications and Experiences Matrix. Our Nominating & Governance Committee regularly reviews the composition of the Board and relevant criteria, including diversity, tenure, skills and qualifications. Based on their assessment, the Committee recommends director nominees to the Board. The Committee takes its duties to evaluate Board composition very seriously and carefully considers relevant individual and collective criteria to cultivate a diversified Board with a variety of complementary skill sets, qualifications, backgrounds and experiences. We believe this results in a set of candidates whose individual and collective attributes best suit the Company and its complex financial, strategic, operational, governance, regulatory, risk management and other priorities.
We believe our Board has been highly effective, as evidenced by the Company’s outstanding short-, medium- and long-term performance. The Board is competent on all key matters facing the Company.
Directors must also demonstrate the highest personal and professional integrity and commitment to ethical and moral conduct, and must respect and reflect Chubb values and culture. Each director 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. Each director 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, backgrounds and experiences in evaluating collective Board composition and assessing individual directors and director nominees, some of which are noted below. In addition to the specific expertise and experience identified below, other factors for Board consideration include professional reputation, integrity, collegiality and diversity of backgrounds and perspectives, as well as gender and racial/ethnic diversity.
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Agenda Item 5
Skills, Qualifications and Experiences Matrix
Corporate Strategy

Expertise in setting long-term corporate vision, developing new products or customer segments, assessing geographic footprint and evaluating competitive positioning
CEO Experience or Similar

Practical understanding of how organizations operate and familiarity with strategic thinking, risk management and operations oversight

Significant exhibited leadership qualities and the ability to identify and develop such qualities in others
Digital/Cybersecurity/​Technology

Ability to assess technology’s impact on Chubb and overall business environment, particularly with respect to cybersecurity, data analytics and other technological developments affecting business operations and customer experiences

Responsive to growing regulatory push for strong cybersecurity oversight at board level
Financial Literacy/​Accounting

Contribution to the Board’s oversight of our financial statements, financial reporting and internal control processes

Helps satisfy NYSE and SEC rules for Audit Committee membership
Financial Services Industry

Understanding of and capability to review our performance and strategy with respect to our capital structure, financing and asset management activities

Particularly relevant is senior management or other operational leadership experience in this industry
Governance/Compliance

General Board oversight capabilities and knowledge of director duties

Experience with Board/management accountability, transparency and protection of shareholder interests through a sustainable business model and understanding of Chubb’s internal and external compliance obligations
Insurance and Reinsurance Industry

Expertise in our industry to assist with review of our core business operations, strategy and performance

Risk assessment/management and regulatory compliance experience to help provide effective oversight of our Company
Global Business

Familiarity with global business, which brings strategic understanding to Chubb, such as fluency with international and emerging markets, regulatory regimes and multi-jurisdictional issues
M&A/​Business Development

Capabilities in overseeing, developing and implementing strategies for growing our business
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.
Commitment to Diversity. Our Board is fully committed to diversity and actively considers gender, racial, ethnic and other forms of diversity as an important factor in assessing candidates who possess the skills, experience and character necessary for Board service. Our 2024 slate of nominees includes three women and one nominee from an underrepresented minority group.
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Agenda Item 5
Our Director Nominees
Our Board of Directors has nominated a slate of 13 nominees, 12 current directors and one new nominee, for election to the Board of Directors. All elected directors will serve a one-year term from the 2024 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, Nancy K. Buese, Sheila P. Burke, Michael L. Corbat, Robert J. Hugin, Robert W. Scully, Theodore E. Shasta, David H. Sidwell, Olivier Steimer and Frances F. Townsend. Our new nominee is Nelson J. Chai. One of our current directors, Kathy Bonanno, is retiring from our Board of Directors at the expiration of her term as of the Annual General Meeting, and is not standing for re-election. We thank Ms. Bonanno for her 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, backgrounds 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: 69
Years of Service: 22 (since 2002)
Committee Memberships:
Executive (Chairman)
Evan G. Greenberg was elected as our Chairman of the Board in May 2007. Our Board 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.
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 more than 45 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.
Michael P. Connors
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Chairman and
Chief Executive Officer,
Information Services Group, Inc.
Independent Lead Director
Age: 68
Years of Service: 13 (since 2011)
Committee Memberships:
Compensation,
Nominating & Governance,
Executive
Michael P. Connors is the founder, Chairman of the Board and Chief Executive Officer of Information Services Group, Inc. (technology insights, market intelligence and advisory services company). Mr. Connors served as a member of the Executive Board of VNU N.V. (worldwide media and marketing information company) following 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 (global marketing research firm) 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 to 1995, and before that was a Corporate Vice President of Sprint Corporation (telecommunications provider). 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 independent 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, as well as information technology matters. He has also served as the chair of two compensation committees.
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Agenda Item 5
Michael G. Atieh
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Retired Chief Financial and
Business Officer,
Ophthotech Corporation
Age: 70
Years of Service: 33 (since 1991)
Committee Memberships:
Risk & Finance
Michael G. Atieh served as Executive Vice President and Chief Financial and Business Officer of Ophthotech Corporation (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. (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 a director and Chairman of the Audit Committee of Immatics N.V. (clinical stage biopharmaceutical company). Mr. Atieh served as a director and Chairman of the Audit Committee of Oyster Point Pharma, Inc. from October 2020 to January 2023. He also served as a member of the Board of Directors of electroCore, Inc. (medical technology company) from June 2018 to June 2022, 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 of OSI Pharmaceuticals, Inc. from June 2003 to May 2005. Previously, Mr. Atieh served at Dendrite International, Inc. (software provider) 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.
Mr. Atieh has served as a member of our Board since 1991 and as a result has significant experience and understanding of the Company’s business, growth, development, evolution and major risk, financial, operational and strategic considerations. His in-depth knowledge of the Company and its history adds significant value to our Board, particularly in supporting the development of our newer directors.
Nancy K. Buese
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Chief Financial Officer,
Baker Hughes Company
Age: 54
Years of Service: 1 (since 2023)
Committee Memberships:
Audit
Nancy K. Buese has served as Chief Financial Officer of Baker Hughes Company (supplier of products and services to the energy industry) since November 2022. Prior to that, Ms. Buese served as Executive Vice President and Chief Financial Officer of Newmont Corporation (precious metals and mining) from October 2016 to November 2022. Before her role at Newmont, Ms. Buese was Executive Vice President and Chief Financial Officer of MPLX (energy company), and prior to MPLX’s acquisition of MarkWest Energy Partners, L.P. in 2015, Ms. Buese served as Executive Vice President and Chief Financial Officer of MarkWest for 11 years. Ms. Buese is a certified public accountant and a former partner with Ernst & Young. Ms. Buese was a director of The Williams Companies, Inc., from 2018 to February 2023, serving on the Compensation & Management Development and Environmental, Health & Safety Committees at the time of her departure from the board, and from 2009 to 2017 served as a director and chaired the audit committee of UMB Financial Corporation.
Skills and Qualifications:
Ms. Buese’s significant financial and financial reporting knowledge and more than 25 years in finance leadership roles, including as a public company chief financial officer, audit committee chair, and certified public accountant, brings substantial value to our Board of Directors. Additionally, her extensive executive management and board experience in the energy industry provides our Board with a unique perspective and insight on environmental and sustainability matters for the Company as both an insurer and corporate citizen.
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Agenda Item 5
Sheila P. Burke
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Faculty Research Fellow, John F.
Kennedy School of Government,
Harvard University
Age: 73
Years of Service: 8 (since 2016)
Committee Memberships:
Risk & Finance
Sheila P. 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 joined our Board at the time of its 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 health insurance provider WellPoint, Inc. (now Elevance Health 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. 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.
Nelson J. Chai
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Former Chief Financial Officer,
Uber Technologies, Inc.
Age: 58
Years of Service:
New Nominee
Nelson J. Chai served as Chief Financial Officer of Uber Technologies Inc. (rideshare and logistics technology platform) from September 2018 to December 2023. Prior to that, from 2017 to 2018, Mr. Chai was President and Chief Executive Officer of The Warranty Group (warranty solutions and underwriting services provider), and from 2010 to 2015 served in a variety of senior management roles at CIT Group, Inc. (financial services company), including President from 2011 to 2015 and Chairman of CIT Bank NA from 2014 to 2015. Prior to CIT Group, Mr. Chai held senior management positions at Bank of America Corporation and Merrill Lynch & Co., including Executive Vice President and Chief Financial Officer from 2007 to 2008. Mr. Chai served as Executive Vice President and Chief Financial Officer of NYSE Euronext, Inc. and its predecessor company NYSE Group, Inc. from 2006 through 2007. Since 2010, Mr. Chai has served on the board of directors of Thermo Fisher Scientific Inc. (global provider of scientific instruments, software and laboratory services).
Skills and Qualifications:
Mr. Chai’s extensive experience in financial and executive leadership roles at global technology and financial services companies would make him a valuable contributor to our Board. His background, including as a public company chief financial officer, would add significant value in overseeing and providing guidance to management on financial and accounting matters and corporate strategy generally.
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Agenda Item 5
Michael L. Corbat
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Former Chief Executive Officer,
Citigroup Inc.
Age: 63
Years of Service: 1 (since 2023)
Committee Membership:
Risk & Finance
Michael L. Corbat served as Chief Executive Officer of Citigroup Inc. (global banking and financial services) from October 2012 until March 2021. Mr. Corbat held a number of key executive management positions in his nearly 40-year career at Citigroup, in which he gained experience in substantially all of Citi’s business operations, including Chief Executive Officer of Europe, Middle East and Africa from December 2011 to October 2012, Chief Executive Officer of Citi Holdings from January 2009 to December 2011, Chief Executive Officer of Citi Global Wealth Management from September 2008 to January 2009, and prior to that Head of the Global Corporate and Global Commercial Bank and Head of the Global Relationship Bank. In 2022, Mr. Corbat joined as a Senior Advisor to 26North Partners, a private investment firm, and founded Teton Advisors LLC, a private consulting business.
Mr. Corbat previously served as a member of the Board of Directors of Citigroup Inc. from 2012 to 2021, and also a former member during the last five years of The Clearing House Association (including Chairman of the Supervisory Board), Financial Services Forum (including Vice Chairman), Bank Policy Institute (Member), The Partnership for New York City (Executive Committee Member), The Business Council (Member), Business Roundtable (Member), International Business Council of WEF (Member), and The U.S. Ski & Snowboard Team Foundation (Trustee).
Skills and Qualifications:
Mr. Corbat is an experienced financial services executive and finance professional with extensive understanding and expertise in the areas of financial services, risk management, financial reporting, institutional business, corporate and consumer businesses, human capital management, regulatory and compliance, and corporate affairs. His experience as a chief executive officer of a large and highly regulated public global financial services company provides significant and valued insight to our Board and management on a multitude of multifaceted and complex operational, regulatory, strategic and international issues and opportunities facing the Company.
Robert J. Hugin
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Former Chairman and
Chief Executive Officer,
Celgene Corporation
Age: 69
Years of Service: 4 (since 2020)
Committee Memberships:
Risk & Finance
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. (pharmaceutical company). Mr. Hugin has previously served as a director of Allergan plc (multispecialty health care company), Danaher Corporation (science and technology company) and The Medicines Company (pharmaceutical 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.
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Agenda Item 5
Robert W. Scully
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Retired Co-President,
Morgan Stanley
Age: 74
Years of Service: 10 (since 2014)
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.
Theodore E. Shasta
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Retired Partner,
Wellington Management Company
Age: 73
Years of Service: 14 (since 2010)
Committee Memberships:
Audit
Theodore E. Shasta has served as a Director of MBIA, Inc. (financial guarantee insurance provider) since 2009, 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 to the Board from the investor perspective. 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: 71
Years of Service: 10 (since 2014)
Committee Memberships:
Nominating & Governance (Chair),
Compensation, Executive
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. 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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Agenda Item 5
Olivier Steimer
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Former Chairman,
Banque Cantonale Vaudoise
Age: 68
Years of Service: 16 (since 2008)
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, from 2009 to 2021, he served as a member, and from 2012 to 2021 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 2003, he served as a member, and from 2010 to 2014 as 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.
Frances F. Townsend
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Advisory Services,
Frances Fragos Townsend, LLC
Age: 62
Years of Service: 4 (since 2020)
Committee Memberships:
Compensation (Chair),
Nominating & Governance, Executive
Frances F. Townsend currently runs her own independent corporate consulting business, Frances Fragos Townsend, LLC. From December 2020 until November 2023, Ms. Townsend served in a variety of roles at Activision Blizzard (interactive gaming and entertainment), including Executive Vice President for Corporate Affairs, Corporate Secretary, Chief Compliance Officer and Senior Counsel. From October 2010 to 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 the lead independent director of Leonardo DRS, Inc. (defense contractor) and a director of Freeport-McMoRan Inc. (international mining company). During the past five years, Ms. Townsend served as a director of Scientific Games Corporation (now Light & Wonder Inc.), 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 (including cybersecurity). Ms. Townsend also has significant leadership experience through her various 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 (in person or by proxy) 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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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 is 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 2023, our annualized total shareholder return (inclusive of reinvested dividends) was 10.8% and on a cumulative basis was 419.4%.
Annual Review of Board
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.
In support of nominating Mr. Greenberg as Chairman, our Board encourages shareholders to consider Mr. Greenberg’s unique and immeasurable leadership value to the Board. Our Board believes Mr. Greenberg is the preeminent executive in the insurance industry and combining both roles creates strong leadership, continuity of expertise and one voice in the top Board and management roles. Our Board also believes Mr. Greenberg is best positioned to serve as the appropriate channel between management and the Board. Additionally, the Company is in a highly regulated industry, and
Mr. Greenberg’s unparalleled insurance industry knowledge and deep experience spanning over 45 years serving in top management roles provide him with exceptional insight and direction to lead the Board on Company strategy, assessing market conditions, strategic opportunities, and risk management oversight, among other critical matters. Mr. Greenberg’s insurance knowledge and international business acumen make him the optimal individual to Chair our Board at this time, and our Board unanimously believes that shareholders are best served with Mr. Greenberg remaining Chairman of the Board.
Moreover, the Board is structured to mitigate potential risks in combining the Chairman and CEO roles. Our Board has an independent Lead Director with significant and substantive powers and responsibilities, as further described below and in “Corporate Governance — Board Leadership Structure” in this proxy statement. Mr. Greenberg, in his capacity as CEO, reports to the Board. Led by the Lead Director, the independent directors conduct a comprehensive performance evaluation and compensation determination process with respect to Mr. Greenberg’s performance as CEO. Further, all directors other than Mr. Greenberg are independent, and each of the Audit, Compensation, Nominating & Governance and Risk & Finance Committees of the Board are comprised entirely of independent directors. Most of our directors also have significant executive experience, including some as CEO, and serve individually and collectively as an effective independent complement to the Chairman and CEO. Regular Board refreshment and well-balanced tenure also ensure new independent voices and perspectives are included in Board discussions.
Our Board considers Mr. Greenberg’s continued service as Chairman to be essential as the Company executes on its strategic plan and identifies and capitalizes on market and other opportunities. The Board believes that, as Chairman, Mr. Greenberg will continue the Company’s trajectory of success, consistent with its track record, in the face of the multitude of risks and opportunities that lay ahead.
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Agenda Item 6
Board Leadership: Our Independent
Lead Director
While Mr. Greenberg serves as Chairman, Board leadership comes also from our independent Lead Director, Mr. Michael P. Connors. Our Board structure provides for a strong Lead Director position to promote and foster effective 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.
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” in this proxy statement for more details on the powers and responsibilities of our Lead Director.
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 (in person or by proxy) 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 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, David H. Sidwell 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, David H. Sidwell 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.
What Happens If Shareholders Do Not Approve the Nominees in this Proposal?
If the shareholders do not approve the nominees in this proposal, then the Board will consider the reasons the shareholders did not approve, 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 (in person or by proxy) 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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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 for public companies, 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 (in person or by proxy) 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 9
Cancellation of Repurchased Shares
Agenda Item
Our Board of Directors is asking shareholders to approve that:
(i)
the Company’s share capital be reduced by CHF 5,912,800 from CHF 215,725,793 to CHF 209,812,993;
(ii)
the capital reduction be effected by cancelling 11,825,600 registered shares with a nominal value of CHF 0.50 each, all of which are held in treasury;
(iii)
the aggregate reduction amount be booked against the minus portion for treasury shares on the Company’s Swiss statutory balance sheet; and
(iv)
the Board be authorized to adjust the share capital amount set forth in Article 3 of the Articles of Association.
Explanation
We currently have in effect a Board-authorized share repurchase program enabling us to repurchase up to $5 billion of our Common Shares. This program has no expiration date. Swiss law imposes certain requirements on the use of repurchased shares. Shares repurchased under this repurchase program are earmarked for cancellation.
Consistent with Swiss law, and to ensure we maintain capital management flexibility and enable us to continue to return capital to shareholders through share repurchases, our Board of Directors believes it is advisable and in the best interests of the Company to cancel 11,825,600 Common Shares that were repurchased under our share repurchase programs during the 2023 calendar year, and accordingly effect the reduction of the share capital in our Articles of Association.
A creditor call required by Swiss law to implement the capital reduction is expected to be published in the Swiss Official Gazette of Commerce before the Annual General Meeting.
Following the creditor call, PricewaterhouseCoopers AG (Zurich), the Company’s statutory auditor, will deliver a special audit report confirming that all claims of creditors of the Company are fully covered despite the capital reduction as per article 653m paragraph 1 of the Swiss Code of Obligations. It is expected that such special audit report will be completed by the time of the Annual General Meeting, and the Board of Directors will inform the shareholders of the result of the special audit report at the Annual General Meeting.
Following shareholder approval, a Board meeting would be conducted in accordance with Swiss law and our Organizational Regulations to implement the capital reduction in our Articles of Association. The capital reduction would then be registered and become effective, and Article 3 of our Articles of Association would read as follows:
Artikel 3 Aktienkapital
Article 3 Share Capital
Das Aktienkapital der Gesellschaft beträgt CHF 215'725'793 209’812’993 und ist eingeteilt in 431’451’586 419’625’986 auf den Namen lautende Aktien im Nennwert von CHF 0.50 je Aktie. Das Aktienkapital ist vollständig liberiert. The share capital of the Company amounts to CHF 215,725,793 209,812,993 and is divided into 431,451,586 419,625,986 registered shares with a nominal value of CHF 0.50 per share. The share capital is fully paid-in.
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.
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Agenda Item 9
Voting Requirement to Approve Agenda Item
The affirmative “FOR” vote of the majority of the votes cast (in person or by proxy) 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 10
Approval of a Capital Band for Authorized Share Capital Increases and Reductions
Agenda Item
Our Board of Directors is asking shareholders to approve an amendment of Article 6 of the Articles of Association (as set out below under “Explanation”) to introduce a capital band, which would authorize the Board of Directors to increase or decrease the Company’s share capital by up to 20% for a 1-year period ending on May 16, 2025.
If approved, the amendment of the Articles of Association will become effective upon its registration in the Swiss commercial register.
Explanation
Swiss law previously provided for the option to create authorized share capital for which new shares could be issued up to a maximum amount of 50% of a company’s existing share capital, with the authorization valid for a maximum of 2 years. Our existing authorized share capital, previously approved by shareholders at our 2022 annual general meeting, expires on May 19, 2024.
As part of revisions to Swiss corporate law, as of January 1, 2023, the concept of authorized share capital has been replaced by a “capital band.” Under a capital band, Swiss law provides that shareholders may authorize the board of directors for a period of time to change the stated share capital within a permitted range. A capital band is required to be set out in a company’s articles of association.
Our Board believes it is advisable and in the best interests of the Company for shareholders to amend the Articles of Association in order to authorize our Board, for a maximum period of one year, to change the stated share capital registered in the Swiss commercial register once or several times within the limits of:
(i)
Increasing stated share capital by a maximum of 20%; and
(ii)
Reducing stated share capital by a maximum of 20%,
in each case, of the Company’s existing share capital after the implementation of Agenda Item 9, if approved by shareholders, or if not approved, the Company’s share capital on the date of the Annual General Meeting. Please note that these are maximum and minimum share capital limits, and that all or any limits may not be utilized, subject to the Board’s determination.
While Swiss law allows a capital band authorization to last for up to 5 years and extend to a maximum increase of 150%
and decrease of 50% of existing share capital, the Board believes the limits requested in this proposal provide appropriate flexibility.
The ability to increase share capital through this Agenda Item would enable our Board to authorize new Common Share issuances at such times and for such purposes as it may deem advisable without further action by shareholders, except as may be required by applicable laws or regulations, including NYSE requirements. For example, new shares would be available for issuance in connection with financings, acquisitions of other companies, stock dividends, raising capital following significant catastrophes that would otherwise have a material effect on Chubb’s balance sheet or financial condition, or other corporate purposes. The share capital reduction component of the proposed capital band would also enable us to continue to cancel shares earmarked for cancellation that are acquired under our share repurchase program, ensuring we maintain capital management flexibility and continue to return capital to shareholders through share repurchases in accordance with Swiss treasury share limit requirements.
If this Agenda Item is approved, we would nevertheless seek shareholder approval for share issuances to the extent required under NYSE rules. Under current NYSE rules, shareholder approval is generally required, with certain enumerated exceptions, to issue Common Shares or securities convertible into or exercisable for Common Shares in one or a series of related transactions if such Common Shares represent 20% or more of the voting power or outstanding Common Shares of the Company. NYSE rules also require shareholder approval for an issuance of Common Shares that would result in a change of control of the Company, as well as for share issuances in connection with certain benefit plans or related party transactions.
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Agenda Item 10
As a Swiss company, we are required to submit both the English and the (authoritative) German versions of the proposed amendment to the Articles of Association, pursuant to which Article 6 of the Articles of Association would replace the existing provision on authorized share capital and read as follows:
Article 6 Kapitalband Article 6 Capital Band
a)
Der Verwaltungsrat ist ermächtigt, jederzeit bis zum 16. Mai 2025 innerhalb einer Obergrenze von CHF 251’775’591.50, entsprechend 503’551’183 vollständig zu liberierenden Namenaktien mit einem Nennwert von je CHF 0.50 und einer Untergrenze von CHF 167’850’394.50, entsprechend 335’700’789 vollständig zu liberierenden Namenaktien mit einem Nennwert von je CHF 0.50, das Aktienkapital einmal oder mehrere Male zu verändern.*
a)
The Board of Directors is authorized any time until May 16, 2025 to change the share capital once or several times within the upper limit of CHF 251,775,591.50, corresponding to 503,551,183 registered shares with a par value of CHF 0.50 each to be fully paid up, and the lower limit of CHF 167,850,394.50, corresponding to 335,700,789 registered shares with a par value of CHF 0.50 each to be fully paid up.*
b)
Im Falle einer Kapitalerhöhung gilt Folgendes:
1.
Der Verwaltungsrat legt die Anzahl Aktien, den Zeitpunkt der Ausgabe von neuen Aktien, den Ausgabebetrag, die Art der zu leistenden Einlagen (einschliesslich Bareinlagen, Sacheinlagen, Verrechnung und Umwandlung von frei verwendbaren Reserven, einschliesslich Gewinnvortrag, in Aktienkapital), den Zeitpunkt der Ausgabe, die Bedingungen der Bezugsrechtsausübung und den Beginn der Dividendenberechtigung fest. Dabei kann der Verwaltungsrat neue Aktien mittels Festübernahme durch eine Bank oder einen anderen Dritten und anschliessenden Angebots an die bisherigen Aktionäre ausgeben. Der Verwaltungsrat ist ermächtigt, den Handel mit Bezugsrechten zu beschränken oder auszuschliessen. Nicht ausgeübte Bezugsrechte kann der Verwaltungsrat verfallen lassen oder diese bzw. Die Aktien, für welche Bezugsrechte eingeräumt, aber nicht ausgeübt werden, zu Marktkonditionen platzieren oder anderweitig im Interesse der Gesellschaft verwenden.
2.
Der Verwaltungsrat ist ermächtigt, Bezugsrechte der Aktionäre auszuschliessen und diese Dritten, der Gesellschaft oder ihren Tochtergesellschaften zuzuweisen, wenn die neu auszugebenden Aktien zu folgenden Zwecken verwendet werden: (1) Fusionen, Übernahmen von Unternehmen oder Beteiligungen, Finanzierungen und Refinanzierungen solcher Fusionen und Übernahmen sowie anderweitige Investitionsvorhaben (unter Einschluss von Privatplatzierungen), (2) Stärkung der regulatorischen Kapitalbasis der Gesellschaft oder ihrer Tochtergesellschaften (unter Einschluss von Privatplatzierungen), (3) zur Erweiterung des Aktionariats oder für Beteiligungen durch strategische Partner, (4) im Zusammenhang mit der Kotierung neuer Aktien zu Marktbedingungen an in- oder ausländischen Börsen (unter Einschluss von Privatplatzierungen), (5) die neuen Aktien zum Zwecke der raschen und flexiblen Beschaffung von Eigenkapital ausgegeben werden, wenn eine solche Kapitalbeschaffung schwierig oder nur zu ungünstigeren Bedingungen möglich wäre, wenn das Bezugsrecht auf die neuen Aktien nicht ausgeschlossen würde, und (6) zum Zwecke der
b)
In the event of a capital increase the following applies:
1.
The Board of Directors shall determine the number of shares to be issued, the date of issue, the type of contributions (including cash contributions, contributions in kind, set-off and conversion of freely usable reserves, including retained earnings, into share capital), the conditions governing the exercise of subscription rights and the commencement of dividend entitlement. The Board of Directors may issue new shares which are underwritten by a bank or other third party and subsequently offered to existing shareholders. The Board of Directors is authorized to restrict or to prohibit trading in the subscription rights to the new shares. In the event of subscription rights not being exercised, the Board of Directors may, at its discretion, either allow such rights to expire worthless, or place them or the shares to which they entitle their holders either at market prices or in some other manner commensurate with the interests of the Company.
2.
The Board of Directors is authorized to exclude the pre-emptive rights of the shareholders and to allocate them to individual shareholders, third parties, the Company or one of its subsidiaries, in the event of the use of shares for the purpose of (1) mergers, acquisitions of enterprises or participations, financing and/or refinancing of such mergers and acquisitions, and of other investment projects (including by way of private placements), (2) to improve the regulatory capital position of the Company or its subsidiaries (including by way of private placements), (3) broadening the shareholder constituency or for investment by strategic partners, (4) in connection with the listing of new shares at market conditions on domestic or foreign stock exchanges (including by way of private placements), (5) the new shares being issued for the purpose of raising equity capital in a swift and flexible manner, where such raising of capital would be difficult or would only be possible at less favorable conditions if the pre-emptive rights to the new shares were not excluded, and (6) the participation of members of the Board of Directors, employees, contractors, consultants or other persons performing services for the benefit of the Company or any of its subsidiaries.
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Agenda Item 10
Beteiligung von Verwaltungsratsmitgliedern, Mitarbeitern, Beauftragten, Beratern oder anderer Personen, die Dienstleistungen zugunsten der Gesellschaft oder einer ihrer Tochtergesellschaften erbringen.
c)
Im Falle einer Kapitalherabsetzung bestimmt der Verwaltungsrat, soweit erforderlich, die Zahl der zu vernichtenden Aktien und die Verwendung des Herabsetzungsbetrags. Erwerb und Halten von zur Vernichtung unter dem Kapitalband zurückgekauften Aktien unterliegen, soweit gesetzlich zulässig, nicht der 10%-Schwelle für eigene Aktien im Sinne von Art. 659 Abs. 2 OR.
c)
In case of a capital reduction, the Board of Directors shall, to the extent necessary, determine the number of cancelled shares and the use of the reduction amount. The acquisition and holding of shares repurchased for purposes of cancellation under the capital band are, to the extent permitted by law, not subject to the 10% threshold for own shares within the meaning of Art. 659 para. 2 CO.
d)
Kapitalerhöhungen können sowohl durch Erhöhung des Nennwerts der Aktien als auch durch Schaffung von Aktien und Kapitalherabsetzungen können sowohl durch Reduktion des Nennwerts der Aktien als auch durch Vernichtung von Aktien durchgeführt werden. Der Verwaltungsrat ist auch ermächtigt, eine gleichzeitige Reduktion und Wiedererhöhung des Aktienkapitals vorzunehmen. Bei einer Nennwerterhöhung oder-reduktion setzt der Verwaltungsrat den neuen Nennwert der Aktien fest und passt sämtliche Bestimmungen der Statuten, die sich auf den Nennwert einer Aktie beziehen, sowie die Anzahl Aktien mit neuem Nennwert, welcher der festen betragsmässigen Ober- und Untergrenze des Kapitalbands nach Abs. 1 entsprechen, entsprechend an.
d)
Capital increases may be performed both by increasing the par value of the shares and by issuing new shares, and reductions may be performed both by reducing the par value of the shares and by cancelling shares. The Board of Directors is also authorized to carry out a simultaneous reduction and re-increase of the share capital. In the case of a reduction of the par value, the Board of Directors shall adapt all provisions of the Articles of Association relating to the par value of a share as well as the number of shares with a new nominal value corresponding to the fixed upper and lower limit of the capital band according to para. 1, accordingly.
e)
Die Zeichnung und der Erwerb von Aktien, die im Rahmen des Kapitalbands ausgegeben werden, und jede weitere Übertragung der Aktien unterliegen den Beschränkungen von Art. 8 der Statuten.
e)
Subscription to and acquisition of newly issued shares out of the capital band and any further transfers of their ownership shall be subject to the restrictions specified in art. 8 of the Articles of Association.
*
The upper and lower limits and number of registered shares presented reflect the approval by shareholders at the Annual General Meeting of the reduction of share capital by cancellation of shares described in Agenda Item 9. If Agenda Item 9 is not also approved, the maximum 20% increase and 20% decrease share capital limit amounts and number of registered shares set out in art. 6 will be increased accordingly.
The capital band is intended to provide the Company with the ability to raise share capital in an efficient manner to finance growth projects and to secure the Company’s solvency in the future if needed. This is intended to maintain Chubb’s financing flexibility at a high level. The ability to reduce share capital within the capital band in particular allows for the cancellation of treasury shares repurchased by the Company under its share repurchase program without the need to convene a separate shareholder vote.
As noted above, the capital band allows the Company to limit or withdraw shareholders’ pre-emptive rights in specified and limited circumstances. In proposed art. 6 para. b) above, the Board is authorized to determine the modalities of capital increases within the capital band. In particular, the Board is authorized to limit or cancel shareholders’ pre-emptive rights in the event of a capital increase for the reasons set out in art. 6 para. b), which have been slightly adjusted from the current Articles of Association, in line with market practice, to include issuances in connection with the listing of new shares at market conditions on domestic or foreign stock exchanges; raising equity in a swift and flexible manner; and a clarification that new share issuances for the purpose of participation of employees includes other applicable groups who are entitled to receive equity awards under our equity compensation program. The necessary modalities for implementing capital reductions or for changing the par value of shares within the capital band are set out in para. c) and d) of proposed art. 6 of the Articles of Association.
The Company does not have any current plans or commitments to issue new Common Shares. The Board does not intend to issue any new shares except on terms or for reasons which the Board deems to be in the best interests of the Company and its shareholders.
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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 issue shares at times our Board deems necessary or advisable and in the best interests of the Company, or to cancel shares, which may impede our ability to return capital to shareholders through our share repurchase program.
Voting Requirement to Approve Agenda Item
The affirmative “FOR” vote of two-thirds of the votes present (in person or by proxy) at the Annual General Meeting is required to approve this Agenda Item.
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Agenda Item 11
Approval of the Amended and Restated Chubb Limited Employee Stock Purchase Plan
Agenda Item
Our Board of Directors is asking shareholders to approve the amended and restated Chubb Limited Employee Stock Purchase Plan (ESPP). The following summary of the ESPP is qualified in its entirety by the complete text of the ESPP contained in Annex A.
Explanation and Purpose
The purpose of the ESPP is to provide eligible employees of Chubb and its participating subsidiaries the opportunity to purchase Common Shares through accumulated payroll deductions. We believe the ESPP serves as an attractive employee benefit and aids in employee recruitment and retention.
The ESPP was first adopted by the Board of Directors on July 28, 1995 and approved by shareholders on February 9, 1996. Shareholders last approved an amendment to the ESPP at our 2017 annual general meeting. On February 22, 2024, our Board of Directors adopted the ESPP, as amended and restated effective as of such Board approval, subject to approval of shareholders at the Annual General Meeting.
If approved by shareholders, the ESPP will increase the number of Common Shares available for issuance under the ESPP by 2,500,000 shares, which shares shall be in addition to the 6,500,000 Common Shares previously reserved. The ESPP includes some further minor revisions for clarification purposes, but other than the share reserve increase, no additional material changes to the ESPP are proposed.
As of March 22, 2024, 509,458 Common Shares remained available for issuance under the ESPP. The approval of the ESPP, as amended and restated, will bring the total number of Common Shares remaining available for issuance under the ESPP to 3,009,458.
Our Board believes it is important for employees to have an equity interest in the Company. Increasing the number of Common Shares available for issuance under the ESPP is necessary to ensure that we have a sufficient number of Common Shares available for issuance under the ESPP and so that the ESPP can continue to operate.
A summary of the material provisions of the ESPP, as amended and restated, is set forth below. A copy of the ESPP, as amended and restated, is set forth in Annex A.
The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code (the Code), and therefore offers favorable tax treatment
for certain purchases of Common Shares made pursuant to the ESPP (see “United States Income Tax Considerations” below).
General Terms of the ESPP
The Board has designated the Compensation Committee, which we refer to as the Committee, to serve as the administrator of the ESPP. The Committee has the authority to manage and control the operation and administration of the ESPP, including the authority to interpret the ESPP and to establish, amend and rescind rules and regulations relating to the ESPP. Except to the extent prohibited by the provisions of Rule 16b-3 of the Exchange Act, applicable local law, the applicable rules of any stock exchange, or any other applicable rules, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers under the ESPP to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time.
If the ESPP, as proposed to be amended and restated, is approved, the maximum number of Common Shares permitted to be sold under the ESPP will be 9,000,000, of which 5,990,542 already have been sold as of March 22, 2024, leaving approximately 3,009,458 available for future sale. The Common Shares with respect to which purchases may be made under the ESPP shall be:

shares currently authorized but unissued; or

shares purchased in the open market by a direct or indirect wholly-owned subsidiary of the Company (as determined by any executive officer of the Company). The Company may contribute to the subsidiary an amount sufficient to accomplish the purchase in the open market of the shares to be so acquired (as determined by any executive officer of the Company).
Subject to the requirements of Section 423 of the Code, the Committee shall adjust the number of shares available under
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Agenda Item 11
the ESPP for any subdivision or consolidation of shares or recapitalization or any other increase or reduction of the number of Common Shares outstanding that is effected without receiving compensation therefor in money, services or property.
If the shareholders of the Company receive any shares of stock or other securities or property pursuant to any reorganization, merger, consolidation or plan of exchange with another corporation, or if the Company distributes securities of another corporation to its shareholders, then, subject to the requirements of Section 423 of the Code, an appropriate number of shares of each class of stock or amount of other securities or property which were distributed to the shareholders of the Company in respect of such shares shall be substituted for the shares, subject to outstanding rights to purchase Common Shares under the ESPP.
Except as otherwise permitted under Section 424 of the Code and Rule 16b-3 of the Exchange Act, neither the amount of any payroll deductions made with respect to a participant’s compensation nor any participant’s rights to purchase Common Shares under the ESPP may be pledged or hypothecated, nor may they be assigned or transferred other than by will and the laws of descent and distribution. During the lifetime of the participant, the rights provided to the participant under the ESPP may be exercised only by the participant.
The ESPP is not subject to the Employee Retirement Income Security Act of 1974, as amended, or qualified under Section 401(a) of the Code.
Eligibility
All employees of the Employers (meaning the Company and each of its eligible corporate subsidiaries that, with the consent of the Company, adopts the ESPP for the benefit of its eligible employees) who have been employed for more than 500 hours and for longer than six months, and whose customary employment is greater than 20 hours per week and more than five months in any calendar year, are eligible to participate in the ESPP. However, only those individuals employed by the Employers on the first day of a Subscription Period (defined below) may participate in the ESPP during that Subscription Period.
An employee who is a citizen or resident of a foreign jurisdiction where the grant of an option under the ESPP or an offering to such citizen or resident is prohibited under the laws of such jurisdiction, or where compliance with the laws of the foreign jurisdiction would cause the ESPP or offering to violate the requirements of Section 423 of the Code, is not eligible to participate in the ESPP. Contractors and consultants are also prohibited from participating in the ESPP.
In addition, employees who own, or who would own upon the exercise of any rights extended under the ESPP and the exercise of any other options (whether qualified or nonqualified), shares possessing five percent or more of the total combined voting power or value of all classes of Common
Shares or of any parent or subsidiary corporation are not eligible to participate in the ESPP. Certain restrictions apply to employees whose rights to purchase Common Shares under all employee stock purchase programs the Employers maintain would accrue at a rate that exceeds $25,000 of fair market value (determined at the time the purchase rights are granted) for each calendar year in which the purchase rights are outstanding. As of March 22, 2024, the Company and its subsidiaries had approximately 33,000 employees eligible to participate in the ESPP.
Participation
The ESPP gives participants the right to purchase Common Shares using amounts deducted from their pay during consecutive “Subscription Periods.” The Committee, with the approval of the Board, has established six-month Subscription Periods that begin on January 1 and July 1 of each year. The Committee has the authority to change the length and frequency of the Subscription Periods, but the periods may not extend beyond one year.
Eligible employees can become participants in the ESPP for any Subscription Period by filing a written payroll deduction authorization (referred to as a “Subscription Agreement” or an “Enrollment Form”) with the Committee. The Subscription Agreements authorize payroll deductions from the employees’ pay for contributions to the ESPP for that Subscription Period.
When participants file Subscription Agreements, their participation in the ESPP generally begins on the first day of the Subscription Period to which their Subscription Agreements relate and continues until the end of the Subscription Period or, if earlier, until the participants elect to terminate participation as described below or until the ESPP is terminated. At the time participation begins for a Subscription Period, participants are granted an “option” to purchase Common Shares on the Exercise Date (as defined below) for that Subscription Period. The amount of Common Shares to be purchased is determined based on the accumulated payroll deductions and the purchase price applicable to the option, as discussed below. The participants have no interest in Common Shares covered by the Subscription Agreement until the shares are delivered. Neither the ESPP nor any contract in connection with the ESPP gives any person a right to a lien on the funds deducted from participants’ pay pursuant to the ESPP.
Payroll Deductions
At the time participants file Subscription Agreements, they elect to have payroll deductions made on each pay day during the applicable Subscription Period. Participants may choose a reduction of either a full percentage of their Compensation (as defined below) or a specified whole dollar amount. Whether they elect a dollar amount or a percentage, the total amount of the payroll deductions for the Subscription Period cannot exceed 10% of their Compensation for that
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Subscription Period. “Compensation” means base salary, except that if a participant does not receive salary, compensation is based on such other amount of basic compensation as determined by the Committee. Participants do not earn interest on amounts deducted from their paychecks, and, prior to the time they are used to buy Common Shares under the ESPP, the funds are available for general use by the Employers and may be subject to the claims of the Employers’ creditors.
After the Subscription Period begins, participants may not increase or decrease the rate of their payroll deductions for that Subscription Period, unless their participation terminates, as described below. Automatic changes to deductions (including a reduction to zero) may be made to ensure that the ESPP complies with the requirements of Section 423 of the Code.
Termination of Participation
Participants may discontinue participation in the ESPP for any Subscription Period. If a participant chooses to terminate participation, the total amount that has been deducted during that Subscription Period will be returned, without interest. If deductions are withdrawn, the option for that Subscription Period will be terminated and no further payroll deductions will be made for that Subscription Period.
If a participant’s employment with the Employers terminates, the total amount that has been deducted during that Subscription Period will be returned, without interest, and the option will be terminated.
Purchase of Common Shares
The amounts that have been deducted from participants’ paychecks during a Subscription Period will be used on the “Exercise Date” to purchase full shares of Common Shares. An Exercise Date is generally the last trading day of a Subscription Period. The number of shares purchased will be equal to the total amount, as of the Exercise Date, that has been deducted from the participants’ paychecks for that Subscription Period, divided by the Purchase Price, rounded down to the next full share. The “Purchase Price” is 85% of the fair market value of a Common Share on the Exercise Date. The closing price with respect to a Common Share on March 27, 2024 was $258.50. In no event shall the Purchase Price be less than the par value of a Common Share.
Limitations may apply with respect to the amount and value of a Common Share that a participant may purchase under the ESPP for any Subscription Period. No participant may purchase more than $25,000 in value of Common Shares under the ESPP (and any other employee stock purchase plan) in any calendar year.
If participants decide they do not wish to purchase Common Shares during a Subscription Period, they may notify the Company prior to the Exercise Date (or at such other time as the Compensation Committee may establish) that they
elect not to purchase the Common Shares which they are entitled to purchase. To the extent the amounts deducted from participants’ paychecks are not used to purchase full Common Shares, those amounts shall be returned without interest. The options shall expire on the last day of the Subscription Period.
Withholding
All benefits under the ESPP are subject to withholding of all applicable taxes.
Duration, Amendment and Termination
The ESPP shall be unlimited in duration unless it is terminated pursuant to the provisions of the ESPP, which provide that the Board may amend or terminate the ESPP at any time. With limited exceptions specified in the ESPP, no amendment or termination of the ESPP may adversely affect the rights of a participant with respect to shares that have been purchased before such amendment is adopted by the Board. No amendment of the ESPP may be made without approval of the shareholders of the Company to the extent that such approval is required to maintain compliance with the requirements of Section 423 of the Code. In addition, to the extent that applicable stock exchange rules require shareholder approval for an amendment, such amendment will not be effective without shareholder approval.
United States Income Tax Considerations
The following is a brief description of the U.S. federal income tax treatment that will generally apply with respect to purchases under the ESPP by participants who are subject to U.S. income tax. This discussion is based on U.S. federal 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. federal income tax aspects of the ESPP. Participants may also be subject to foreign, state and/or local taxes in connection with purchases under the ESPP, which could differ significantly from U.S. federal tax consequences. Participants should consult with their individual tax advisors to determine the applicability of the tax aspects of purchases to their personal circumstances.
The ESPP is intended to qualify under Section 423 of the Code. Under this section, a participant will not be required to recognize taxable income at the time shares are purchased under the ESPP. The participant may, however, become liable for tax upon the disposition of the Common Shares acquired, as described below.
In the event that shares acquired pursuant to the ESPP are not sold or disposed of (including by way of gift) prior to two years after the date of the grant of the option (as determined for tax purposes) or one year after the relevant Exercise Date, the lesser of (a) the excess of the fair market value of the shares at the time of such disposition over the
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Agenda Item 11
purchase price, or (b) the excess of the fair market value of the shares at the date of grant (as determined for tax purposes) over an amount equal to what the purchase price would have been if it had been computed as of the date of the grant (as determined for tax purposes), will be treated as ordinary income to the participant. Any further gain on disposition will be treated as long-term capital gain and any loss will be treated as a capital loss.
In the event the participant sells or disposes of the shares before the expiration of the holding periods described above, the excess of the fair market value of the shares on the Exercise Date over the purchase price will be treated as ordinary income to the participant. This excess will constitute ordinary income even if no gain is realized on the sale or a gratuitous transfer of the shares is made. The balance of any gain will be treated as a capital gain and will be treated as a long-term capital gain if the shares have been held for more than one year. If the shares are sold for less than their fair market value on the Exercise Date, the participant may recognize a capital loss equal to the difference between the sales price and the value of the shares on the Exercise Date.
The Company is not currently subject to U.S. corporate income taxes. However, if a sale or disposition is made before the
expiration of the holding periods described above by a participant employed by a subsidiary that is a U.S. taxpayer, the subsidiary will be entitled to a deduction for its taxable year in which such sale or disposition occurs equal to the amount of income includible in the participant’s gross income as ordinary income.
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 ESPP. A participant may also be subject to foreign, state and/or local taxes in connection with the grant of awards under the ESPP. 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 advisors.
Common Share Issuances
The following table sets forth shares purchased pursuant to the ESPP for the fiscal year ended December 31, 2023 by the Company’s CEO and each of the other NEOs that participated in the ESPP in 2023, and by the various indicated groups, together with the weighted average purchase price paid per share:
Name
Number of
Purchased Shares
Weighted-average
Purchase Price
Evan G. Greenberg
Chairman and Chief Executive Officer
Peter C. Enns
Chief Financial Officer
John W. Keogh
President and Chief Operating Officer
John J. Lupica
Vice Chairman; President, North America Insurance
113
$163.676
Juan Luis Ortega
President, Overseas General Insurance
Sean Ringsted
Chief Digital Business Officer
Executive Officer Employee Group (9 persons)
226
$163.676
Non-Employee Director Group
Non-Executive Officer Employee Group
305,378
$176.705
New ESPP Benefits
The benefits to be derived under the ESPP by any individual in the future are currently undeterminable. Participation in the ESPP is entirely voluntary and benefits will only be realized by those employees who have chosen to allocate a portion of their Compensation to the purchase of Common Shares of the Company. The total number of shares to be purchased during each Subscription Period cannot be determined in advance, as it will vary based on an individual’s elections (which may include an election to terminate participation during a Subscription Period) and the price of a Common Share at the Exercise Date; provided that, in no event may a participant purchase more than $25,000 in value of Common Shares under the ESPP (and any other employee stock purchase plan) in any calendar year, and the total amount of payroll deductions cannot exceed 10% of the Compensation for that Subscription Period.
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Agenda Item 11
Authorized Securities under Equity Compensation Plans
The following table presents securities authorized for issuance under equity compensation plans at December 31, 2023:
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 rights3
Number of
securities
remaining
available
for future
issuance
under equity
compensation
plans
Equity compensation plans approved by security holders1
10,480,884
$157.243
13,042,871
Equity compensation plans not approved by security holders2
15,807
1
These totals include securities available for future issuance under the following plans:
i.
Chubb Limited 2016 Long-Term Incentive Plan (2016 LTIP). A total of 32,900,000 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 2016 LTIP shall be equal to the sum of: (i) 32,900,000 shares of Stock (which number includes all shares available for delivery under this clause (i) since the establishment of the Plan, determined in accordance with the terms of the Plan); and (ii) any shares of Stock that have not been delivered pursuant to the ACE Limited 2004 Long-Term Incentive Plan (the Prior Plan) and remain available for grant pursuant to the Prior Plan, including shares of Stock represented by awards granted under the Prior Plan that are forfeited, expire or are canceled after the Effective Date 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 Prior Plan. As of December 31, 2023, a total of 8,647,386 option awards and 758,402 restricted stock unit awards are outstanding, and 12,533,303 shares remain available for future issuance under this plan.
ii.
ACE Limited 2004 Long-Term Incentive Plan (ACE LTIP). As of December 31, 2023, a total of 1,812,904 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, 2023, a total of 20,594 option awards and 12,685 deferred stock unit awards are outstanding. No additional grants will be made pursuant to the Chubb Corp. LTIP.
iv.
ESPP. A total of 6,500,000 shares are authorized for purchase at a discount. As of December 31, 2023, 509,458 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 awards. 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 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 16 to the consolidated financial statements in our Annual Report on Form 10-K for further information regarding our equity compensation plans.
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 offer the ESPP to employees and participants may continue to purchase shares under the ESPP only for so long as shares remain available for issuance.
Voting Requirement to Approve Agenda Item
The affirmative “FOR” vote of the majority of the votes cast (in person or proxy) 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 12
Approval of the Compensation of the Board of Directors and
Executive Management Under Swiss Law Requirements
12.1 Maximum 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 $5.5 million in aggregate compensation for the members of the Board of Directors until the 2025 annual general meeting.
   
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 2025 annual general meeting is subject to this maximum aggregate amount. This includes all annual retainer fees, committee chair fees, equity awards provided to the directors, and, if applicable, any per-meeting fees for special meetings.
No increase to the maximum aggregate compensation amount is proposed. The requested $5.5 million is the same maximum amount approved by shareholders at our 2023 annual general meeting.
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 2024 annual general meeting until the end of the 2025 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, if any
Where can I find more information about director compensation?
A description of director compensation and the amounts of compensation paid to directors in 2023 can be found in the “Director Compensation” section 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.
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Process Used to Determine Maximum Aggregate Compensation for the Board of Directors, Outside Consultant Survey and Analysis of Director Compensation
In February 2024, the Nominating & Governance Committee retained Farient Advisors LLC (Farient) to provide a survey and analysis of director compensation and our Outside Directors Compensation Parameters. The Committee considered the Farient survey and analysis, and recommended to the Board, and the Board approved, changes to our Outside Directors Compensation Parameters effective as of the date of the Annual General Meeting. The changes were based on, among other things, a comparison of our director compensation structure to that of our competitors and other insurance and similarly-sized companies. As a result, the Lead Director cash retainer was increased from $50,000 to $100,000; the Audit Committee Chair cash retainer was increased from $35,000 to $40,000; the Risk & Finance Committee Chair cash retainer was increased from $25,000 to $35,000; and the Nominating & Governance Committee Chair cash retainer was increased from $20,000 to $25,000.
No other changes were made with respect to any other element of director compensation.
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 the Board, our Outside Directors Compensation Parameters, and the addition of a 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.
The proposed maximum cap is to ensure a sufficient cushion, if needed. Our Board does not expect to utilize the full amount of the cap given the proposed size of our Board and the compensation amounts set forth in our Outside Directors Compensation Parameters.
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 (in person or by proxy) 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 12
12.2 Maximum Compensation of Executive Management for the 2025 Calendar Year
Agenda Item
Our Board of Directors is asking shareholders to approve a maximum total of $72 million in aggregate compensation for the members of Executive Management for the next calendar year (2025).
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; Peter C. Enns, 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 for the subsequent calendar year.
The proposal of $72 million in aggregate compensation for Executive Management for the 2025 calendar year is an increase from the $65 million for the 2024 calendar year approved at last year’s annual general meeting.
The recommended amount takes into account 2023 compensation decisions for Executive Management that reflect alignment with the Company’s excellent financial and operational performance for the year and allows for year-over-year increases in compensation for both 2024 and 2025 assuming Company performance meets or substantially exceeds performance thresholds established by the Board and Compensation Committee. The recommended amount for 2025 therefore reflects a desire to ensure a sufficient cushion for the Company to continue to attract and retain members of Executive Management and allow flexibility for appropriate discretion by our Compensation Committee in compensation decisions in accordance with its established discipline and rigor.
The degree of cushion built into the recommended amount also considers market competitiveness, increased competition for talent, greater uncertainty in the industry environment and the lengthy period of time between when this recommended amount is set and when compensation awards are actually made approximately two years later. The cushion enables us to avoid uncertainty in appropriately awarding our executives, should it be justified by the Company’s performance.
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 2025 will be determined in accordance with our compensation principles as applied by our Compensation Committee. These principles 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.
We expect to continue this emphasis on at-risk, variable compensation, in the form of a cash bonus and long-term equity awards, to align management and shareholder interests. The annual cash bonus and long-term equity awards for 2025 will be based on and subject to the Compensation Committee’s consideration of year-end financial results, and will be awarded in 2026 with respect to performance during calendar year 2025.
Our approach to the Swiss-required Executive Management say-on-pay vote in this Agenda Item 12.2 permits shareholders to vote on executive compensation relating to the next year, while the SEC say-on-pay advisory vote in Agenda Item 13 and Swiss say-on-pay advisory vote in Agenda Item 12.3 provide shareholders an opportunity to vote looking back at actual compensation paid out to NEOs and Executive Management in the calendar year before the date of the proxy statement. In that sense, the retrospective say-on-pay votes will provide additional accountability for the way we use the maximum amounts approved in advance via this Executive Management say-on-pay vote and to ensure that pay and performance remain aligned.
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 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.
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Executive Management compensation for the 2023 calendar year was 98.6% of the maximum cap. During the last five years, from 2019-2023, Executive Management compensation paid relative to the maximum cap has ranged between 91% to 99%.
We request that our shareholders approve the maximum aggregate amount of $72 million in order to assure that the Company has a sufficient cushion and the flexibility to reward superior performance and to respond to unforeseen circumstances that may arise in calendar year 2025.
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 (2025), including variable compensation that may be paid or granted in 2026 based upon satisfaction of 2025 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 awards

Retirement contributions

Additional personal benefits including limited perquisites
How is future compensation for 2025 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 2025. 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:

performance-based equity awards (performance shares and performance stock units): 100% of the market value of the target component of the award as of the date of grant

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

time-based restricted stock awards (restricted stock and restricted stock units): 100% of the market value of the subject shares as of the date of grant
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-based equity awards 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 or premium awards or no value at all should awards fail to meet performance hurdles.
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-based equity awards 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 2023 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 plans.
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Agenda Item 12
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 for 2025 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 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 (in person or by proxy) 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 12
12.3 Advisory Vote to Approve the Swiss Compensation Report
Agenda Item
Our Board of Directors is asking shareholders to approve, on an advisory basis, the audited Swiss compensation report of Chubb Limited for the year ended December 31, 2023.
Explanation of Proposal
Under Swiss law and our Articles of Association, we are required to prepare a separate Swiss statutory compensation report each year that contains specific items in a presentation format determined by Swiss regulations.
As required by Swiss law, the Swiss compensation report for the year ended December 31, 2023 (Swiss Compensation Report) is included in the Chubb Limited 2023 Annual Report, which is part of the proxy materials we have provided to shareholders, and is also available electronically at investors.chubb.com/governance/general-meeting-of-shareholders/default.aspx.
The Swiss Compensation Report discloses the prior calendar year’s compensation for both the Board of Directors and our Swiss Executive Management. The report is audited by our independent statutory auditors, PricewaterhouseCoopers AG, who have confirmed that the compensation report complies with Swiss law.
This non-binding retrospective vote on the compensation paid to the Board of Directors and Executive Management is in addition to the binding forward-looking votes on the maximum compensation that can be paid, granted or promised to the Board of Directors and Executive Management described in the other sub-items in this Agenda Item 12, and the separate non-binding retrospective U.S. say-on-pay vote for compensation paid to our SEC named executive officers described in Agenda Item 13.
This additional Swiss say-on-pay advisory vote provides our shareholders with a direct retrospective voice on director and executive compensation by providing a look-back on the use of prior-approved Swiss maximum compensation amounts.
Q&A Relating to Shareholder Ratification of the Swiss Compensation Report
Why is this agenda item included in this proxy statement?
Swiss corporate law provides that Swiss public companies, such as Chubb, that conduct a binding prospective vote on the maximum compensation of the Board of Directors and Executive Management must additionally provide shareholders with a non-binding advisory retrospective vote on the compensation paid to the Board of Directors and Swiss executives as set forth in the Swiss Compensation Report.
The purpose of this advisory vote is to give shareholders an opportunity to provide input on the use of the Swiss maximum compensation amounts for the Board and Executive Management previously approved by shareholders. While shareholders prospectively approve aggregate compensation for a subsequent period in Agenda Items 12.1 and 12.2, the Swiss Compensation Report describes the actual use of the amount in the prior calendar year.
While we historically have had an advisory say-on-pay vote on the compensation paid to our named executive officers, that vote is required by SEC rules. The vote in this Agenda Item 12.3 is required pursuant to Swiss law. Consequently, both votes are required at the Annual General Meeting.
For which period does the ratification of the Swiss Compensation Report apply?
The Swiss Compensation Report covers the compensation paid to the members of the Board of Directors and Executive Management for the prior calendar year (2023).
What does this ratification cover?
This advisory vote covers the entire Swiss Compensation Report, disclosing aggregate compensation for directors and Executive Management, including the tabular and related narrative disclosures. This ratification covers both director and executive compensation collectively and is not intended to cover just director or Executive Management compensation, or the compensation of any individual director or executive.
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Agenda Item 12
Are there differences between director compensation disclosed in the Swiss Compensation Report and the 2023 Director Compensation table in this proxy statement?
The director compensation table in the Swiss Compensation Report is generally the same as the 2023 Director Compensation table included in the Director Compensation section of this proxy statement. The primary differences are that the Swiss Compensation Report (i) includes a Swiss-franc equivalent amount, a year-over-year comparison, and total aggregate director compensation paid for the calendar year (in addition to per director), and (ii) excludes matching contributions made under our matching charitable contribution program for directors because that is considered director compensation under SEC regulations but is not treated as compensation under applicable Swiss compensation disclosure requirements.
Are there differences between executive compensation disclosed in the Swiss Compensation Report and this proxy statement, including in the Summary Compensation Table?
There are a few differences between executive compensation disclosed in the Swiss Compensation Report and in the executive compensation section of this proxy statement, including the Summary Compensation Table. This is due to differences between Swiss and SEC compensation disclosure requirements.
First, Swiss and SEC requirements necessitate compensation disclosures for slightly different sets of executives. The Swiss Compensation Report requires disclosure of compensation paid to our Swiss Executive Management, which is a set of executives appointed by the Board based on the applicable provisions of Swiss law and our Organizational Regulations. Our Executive Management is described in Agenda Item 12.2. On the other hand, this proxy statement discloses compensation paid to our named executive officers, which is determined in accordance with SEC rules. In sum, while Messrs. Lupica, Ortega and Ringsted are named executive officers, they are not members of Executive Management, and while Mr. Wayland is a member of Executive Management, he is not a named executive officer.
Second, in accordance with Swiss rules, the executive compensation table in the Swiss Compensation Report sets out the individual compensation of Mr. Greenberg, our Chairman and CEO, and the aggregate compensation of the other members of Executive Management. SEC disclosures require the individualized compensation disclosure of each named executive officer.
Third, the equity awards disclosed in the Swiss Compensation Report table represent grants for performance for that particular year (i.e., the equity awards that were granted in February 2024 for performance in 2023 are included in 2023 compensation). This is consistent with how our Compensation Committee views compensation for 2023 as described in the Compensation Discussion & Analysis section of this proxy statement; due to SEC requirements, the Summary Compensation Table in this proxy statement shows 2023 equity awards granted in 2023, which were intended to serve as compensation for 2022.
All other forms and amounts of compensation, including base salary, cash bonus and all other compensation, are consistent between the Swiss Compensation Report and the executive compensation tables in this proxy statement.
Where can I find more information about Chubb’s executive compensation program and practices?
For further detail on our executive compensation program and practices, including the decision-making process on how our Compensation Committee links pay to performance, please review the Compensation Discussion & Analysis section of this proxy statement.
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 the compensation of the Board of Directors and Executive Management as set forth in the Swiss Compensation Report on an advisory basis if this agenda item receives the affirmative “FOR” vote of a majority of the votes cast (in person or by proxy) at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots.
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Agenda Item 13
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 (NEOs), as disclosed pursuant to the compensation disclosure rules of the SEC for the year ended December 31, 2023, including in the Compensation Discussion & Analysis, compensation tables and related material disclosed in this proxy statement. Our NEOs are determined based on relevant compensation and applicable SEC rules.
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, 2023. 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 is required by the SEC under Section 14A of the Exchange Act, and generally covers compensation awarded in the calendar year prior to the date of our proxy statement.
This 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 a 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 and the executive compensation tables and related narrative disclosure in this proxy statement for information about the compensation of our NEOs. Our NEOs for 2023 are Evan G. Greenberg, Chairman and Chief Executive Officer; Peter C. Enns, Chief Financial Officer; John W. Keogh, President and Chief Operating Officer; John J. Lupica, Vice Chairman and President, North America Insurance; Juan Luis Ortega, President, Overseas General Insurance; and Sean Ringsted, Chief Digital Business Officer.
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 13
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 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 in this proxy statement in the Compensation Discussion & Analysis, 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;

Significant amount of at-risk pay (94% for CEO, 87% for other NEOs);

Performance-based equity comprises 100% of the annual equity award for the CEO, COO, CFO and President, North America Insurance; 75% of the restricted stock portion of the equity award for the other NEOs is subject to performance-based vesting;

Performance-based equity awards 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-based equity awards;

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

Robust insider trading and clawback policies;

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 under U.S. securities law requirements on an advisory basis if this agenda item receives the affirmative “FOR” vote of a majority of the votes cast (in person or by proxy) at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots.
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Agenda Item 14
Approval of the Sustainability Report of Chubb Limited for the year ended December 31, 2023
Agenda Item
Our Board of Directors is asking shareholders to approve the Sustainability Report of Chubb Limited for the year ended December 31, 2023.
Explanation
Effective for the 2023 financial year, a change in Swiss corporate law requires public companies such as Chubb to produce a report on “non-financial matters”, and directs that the report cover environmental, social and employee matters, human rights and combating corruption. Swiss law requires that the report be submitted to shareholders at the annual general meeting.
The Company’s Sustainability Report for the year ended December 31, 2023 (Sustainability Report) is available at investors.chubb.com/financials/annual-reports/default.aspx, was prepared in accordance with the requirements of Article 964b of the Swiss Code of Obligations and made available in compliance with Swiss law. Our Board of Directors has reviewed and approved the Sustainability Report and recommends it be approved by shareholders.
The Sustainability Report is our first combined report covering multiple sustainability topics. Chubb has long been committed to communicating important information about environmental and sustainability initiatives to a range of stakeholders: clients, shareholders, employees, business partners, the communities where we operate, and others who have a general interest in our Company, our industry and environmental and sustainability initiatives. These communications include an annual report prepared in accordance with the Task Force on Climate-Related Financial Disclosures reporting framework (TCFD Report), a UN Global Compact Communication on Progress, a Global Prohibition on Modern Slavery Statement, and a variety of other public reports and disclosures, which are available at about.chubb.com/citizenship.html.
Below we have provided details on the areas covered by the Sustainability Report. We refer you to the full Sustainability Report and the Citizenship section of our website for further information on Chubb’s approach to climate change, corporate citizenship and a variety of other sustainability-related matters.
Topics Covered by the Sustainability Report
In accordance with the requirements of Swiss law, the following topics are included in the Sustainability Report:

Our Approach to Sustainability

Governance of Sustainability Risks

Environmental Matters (including climate change)

Chubb’s Workforce

Our Commitment to Ethical Conduct and the Protection of Human Rights
A brief overview of these sections is provided below.
Our Approach to Sustainability
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 help to make a better world.
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.
Within this larger framework of corporate citizenship, Chubb’s commitment to sustainability is demonstrated through our leading work in developing approaches to insuring the transition to a net-zero economy, our operational sustainability practices, and our policies and standards that promote an inclusive global workplace and strive to maintain the highest ethical standards in all that we do. Our commitment to sustainability begins with our Board and the Company’s senior executives, and is embedded in our governance.
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Agenda Item 14
As part of our sustainability program, we continuously evaluate evolving regulatory and voluntary approaches to sustainability disclosure and evaluate their suitability for our strategic purposes, including meeting the informational needs of our various stakeholders.
Governance of Sustainability Risks
The identification and management of sustainability risks is integrated into our core governance and risk management activities. The Sustainability Report describes our governance of sustainability risks via Board and senior management oversight, as well as our enterprise risk management and compliance processes.
Chubb’s Board of Directors is actively engaged in oversight regarding our strategy and the management of sustainability-related risks and opportunities. ESG is a full-Board topic, and our directors are regularly briefed by senior executives and outside consultants on emerging ESG risks. In addition, the Board and management committees have specific responsibilities related to the oversight and management of sustainability risks and opportunities, which are highlighted in the Sustainability Report as well as the “Board Oversight of Risk and Risk Management” section in this proxy statement.
Environmental Matters and Climate Change
Our annual TCFD Report provides extensive information regarding our climate-related actions and policies, and is incorporated by reference into our Sustainability Report (Our latest TCFD Report is available at
about.chubb.com/citizenship/reports.html.)
The Sustainability Report contains additional disclosures on the development of our climate strategy, including transition planning, and reporting of metrics related to Chubb Climate+, our global climate business unit. The Sustainability Report also includes specific information relating to (i) GHG emissions data; (ii) our efforts in supporting the transition to a net-zero economy; (iii) promoting climate resilience, including through philanthropy; (iv) assessing climate-related risks; (v) external collaborations and partnerships relating to development of our climate strategy; and (vi) managing our environmental impact through our underwriting and operational sustainability policies. For additional information, see “Corporate Governance — Climate Change: Governance, Progress and Engagement” in this proxy statement.
Chubb’s Workforce
Chubb’s talent strategy recognizes the importance of our workforce in delivering on our commitments to our customers and our shareholders. The Sustainability Report highlights elements relating to Chubb’s workforce and our talent management strategy. The report also highlights several formalized programs to support the recruitment and retention of the talent that is necessary to the growth and success of our business, and employee resource groups that are aimed at fostering a diverse and inclusive work environment that also provide support, mentorship and networking opportunities for various underrepresented minority groups within the Company. The report also covers how metrics relating to our workforce are tracked and reported to senior management and the Board, and how senior management and the Board manage and oversee succession planning.
Our Commitment to Ethical Conduct and the Protection of Human Rights
With respect to business conduct and human rights, the Sustainability Report describes the importance of Chubb’s Code of Conduct to our day-to-day operations. The Code of Conduct not only sets forth the behavioral expectations for all Chubb employees, directors and contractors but also explains the procedures for reporting of any potential violations of the code. The Code of Conduct also establishes our expectations with respect to combating bribery and corruption, and protecting human rights, such as our commitment to preventing human rights abuses including modern slavery and human trafficking in its various forms. The report additionally describes how the Code of Conduct applies to the assessment of human rights in the activities of our insureds, including through the underwriting process.
Chubb generally does not engage in the types of business activities that give rise to concerns about corruption or human rights concerns, but our policies on these topics are an important reflection of our commitment to pursue our craft with integrity.
The Sustainability Report also illustrates our commitment to human rights through our Chubb Rule of Law Fund, which supports projects around the world that promote the preservation and advancement of the rule of law. New projects for 2023 are highlighted, and relate to 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.
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Agenda Item 14
What Happens If Shareholders Do Not Approve this Proposal?
If shareholders do not approve the Sustainability Report, the Board will consider the results of the vote, shareholder feedback and other matters in its discretion, and to the extent determinable, will incorporate them as practicable into our next annual sustainability report.
Voting Requirement to Approve Agenda Item
The affirmative “FOR” vote of a majority of the votes cast (in person or by proxy) 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 15
Shareholder Proposal on Scope 3 Greenhouse Gas Emissions Reporting
Agenda Item
As You Sow, as representative of As You Sow Foundation Fund and Warren Wilson College, and co-filer Green Century Capital Management, Inc., as representative of Green Century Equity Fund, have submitted the shareholder proposal described below and advised us that a representative will attend the Annual General Meeting and move the proposal as required. As reported to the Company, each of As You Sow Foundation Fund, Warren Wilson College and Green Century Equity Fund hold at least the minimum value of Chubb Common Shares to submit a shareholder proposal for inclusion in this proxy statement under SEC rules. Chubb disclaims any responsibility for the content of this proposal and supporting statement. In accordance with SEC rules, we are reprinting the proposal and supporting statement in this proxy statement as they were submitted to us. We will provide the address of the proponents and their representatives upon oral or written request made to c/o Corporate Secretary, Chubb Limited, Bärengasse 32, CH-8001 Zurich, Switzerland, or +1 (212) 827-4445.
Shareholder Proposal
Beginning of Proposal and Proponent’s Statement of Support:
WHEREAS: In the United States, annual insured losses from extreme weather now routinely approach $100 billion, compared to $4.6 billion in 2000.1 The Insurance Information Institute has noted that “catastrophe losses in the first half of 2023 were the highest in over two decades.”2 Swiss Re reports that a 3.2 degree increase in global average temperature will result in an expected drop in GDP output of 18% by 2050.3
Shareholders are concerned that Chubb is not reducing the climate footprint of its insured, invested, and underwriting activities in alignment with global 1.5°C goals to help reduce growing climate risk. Chubb’s 2023 Q1 pre-tax catastrophe losses were $458 million, compared to $333 million last year.4 Chubb’s Global Reinsurance segment moved from underwriting profits of $98 million in 2019 to $52 million in 2020 to underwriting losses of $69 million in 2021 and $24 million in 2022.5
Chubb is actively amplifying the problem by continuing to invest in, and underwrite, high greenhouse gas (GHG) emitting activities. Ceres reports that of the 16 largest U.S. property
and casualty insurers, Chubb is the sixth largest investor in fossil fuel-fuel related assets, with $3 billion invested as of 2019.6
Chubb was also the fourth largest fossil fuel insurer globally in 2022, providing $550 to $850 million of fossil fuel related insurance.7 Chubb is reported as providing coverage to the Freeport liquefied natural gas (LNG) terminal in Texas and Louisiana. LNG export facilities lock in decades of high carbon energy production, even while climate related catastrophes cause insurance premiums to skyrocket or insurance to become unavailable in growing areas of the US.8
Chubb has not given investors sufficient information on the magnitude and extent of its insured, invested, and underwriting emissions. Standards and methodologies exist to quantify and report such emissions. In 2022, the Partnership for Carbon Accounting Financials launched its Global GHG Accounting and Reporting Standard for Insurance Associated Emissions.9
1 https://www.iii.org/table-archive/20922
2 https://www.businesswire.com/news/home/20230803387647/en/Inflation-High-CAT-Losses-to-Lead-to-2023-Underwriting-Loss-for-PC-Industry-But-Recession-
Likely-Avoided-This-Year-New-Triple-IMilliman-Report-Shows
3 https://www.swissre.com/media/press-release/nr-20210422-economics-of-climate-change-risks.html
4 https://www.insurancejournal.com/news/national/2023/04/26/717942.htm
5 https://s201.q4cdn.com/471466897/files/doc_financials/2022/ar/2021-Chubb-Annual-Report.pdf p.59
6 https://www.ceres.org/sites/default/files/reports/2023- 08/Changing%20Climate%20for%20the%20Insurance%20Sector_%20Research%20and%20Insights.pdf p.21
7 https://global.insure-our-future.com/wp-content/uploads/sites/2/2023/11/IOF-2023-Scorecard.pdf p.13
8 https://lailluminator.com/2023/07/24/lng_insurance/
9 https://carbonaccountingfinancials.com/en/newsitem/pcaf-launches-the-global-ghg-accounting-and-reporting-standard-for- insurance-associated-emissions
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Agenda Item 15
Chubb is behind peers in reporting its emissions. Both Travelers10 and AIG11 have begun disclosing their financed emissions. European insurers including Swiss Re, Munich Re, Allianz, and Aviva have begun disclosing investment related emissions.12 Swiss Re also discloses its insurance associated emissions.13 Aviva this year plans to disclose and set 2030 targets for its insured emissions.14
BE IT RESOLVED: Shareholders request that Chubb issue a report, at reasonable cost and omitting proprietary information, disclosing the GHG emissions from its underwriting, insuring, and investment activities.
SUPPORTING STATEMENT: As necessary and at management discretion, Chubb can initially base reporting on reasonable emissions estimates and provide a timeline for disclosures.
10
https://sustainability.travelers.com/iw-documents/sustainability/Travelers_SustainabilityReport2022.pdf p.24
11
https://www.aig.com/content/dam/aig/america-canada/us/documents/about-us/report/aig-esg-report_2022.pdf p.32
12
https://www.swissre.com/dam/jcr:ec822a14-a4d7-4b6b-b0e2-49ae6036058c/2022-financial-report-doc-en.pdf#page=148 p.175; https://www.munichre.com/
content/dam/munichre/contentlounge/website-pieces/documents/MunichRe-Sustainability-Report_2022.pdf/_jcr_content/renditions/original./MunichRe-
Sustainability-Report_2022.pdf p.37; https://www.allianz.co.uk/content/dam/onemarketing/azuk/allianzcouk/about-us/docs/pdfs/social-responsibility/Allianz_Group_Sustainability_Report_2021-web.pdf p.85; https://www.aviva.com/sustainability/reporting/climate-related-financial-disclosure/ p.67
13
https://www.swissre.com/sustainability/approach/metrics-targets/net-zero-insurance.html
14
https://www.aviva.com/sustainability/reporting/climate-related-financial-disclosure/ p.45
Statement of the Board of Directors’ Opposition to the Shareholder Proposal
Our Board has considered this shareholder proposal and recommends that you vote “AGAINST” it for the following reasons:
Chubb shares the proponents’ objective to limit warming to 1.5°C in order to avoid the most dangerous impacts of climate change and has been actively working to support this goal. However, we have previously provided extensive public reporting explaining why the disclosure of Scope 3 emissions provides no meaningful basis to evaluate Chubb’s actions to address climate change or manage our climate-related risk. Chubb also already provides disclosure regarding our commitments and actions to advance the global 1.5°C goal and the transition to net zero, including a wide range of innovative initiatives in underwriting, risk management and philanthropy grounded in science and results. We do not believe that greenhouse gas (GHG) emissions produced by our clients can be calculated with any methodological validity or that such calculations would alter our approach to engagement with high-emitting industries to promote the net-zero transition. There is, therefore, no reason to require Chubb to take on the impractical burden of trying to calculate Scope 3 emissions.
Chubb’s extensive disclosure regarding climate issues is contained in its 2023 TCFD Report1, 2023 Sustainability Report2, Climate Change Policy Statement3, and elsewhere in this proxy statement, which collectively provide additional context relating to and supporting the Board’s “AGAINST” recommendation.
The Threshold Issue: Data and Methodology
The proposal rests on a fundamental misconception that there is a well-established and widely accepted methodology to measure the Scope 3 emissions produced by all of Chubb’s customers, from individual consumers purchasing cell phone coverage or life insurance products to the largest multinational corporations purchasing complex property and casualty insurance, collectively engaged in virtually every social and economic activity. In fact, there is no such methodology. Nor is there any accepted methodology to allocate a portion of an insured’s emissions to an insurer and quantify “insurance-associated emissions” in a manner that provides a reliable way to measure Scope 3 emissions in an insurance portfolio over time.
Data Insufficiency. Although the proposal makes a conclusory assertion that it is possible to “quantify” all of Chubb’s Scope 3 emissions, the proposal tellingly provides no explanation of how this might be done across Chubb’s global personal and commercial client base. Even with respect to large commercial clients, there is no agreed emissions data source; many of our clients are not currently required to report their GHG emissions to government authorities and therefore may not have data that they are able, or willing, to provide to Chubb. There is also no way for Chubb to accurately calculate the emissions associated with the social and economic activity of the millions of individuals insured by Chubb. Any forced effort to report Scope 3 emissions at this time would require gross guesses and estimations that could expose Chubb to significant disclosure liability risk or be so qualified and generalized as to be meaningless as an accurate or reliable measure.
1
https://about.chubb.com/content/dam/chubb-sites/chubb/about-chubb/citizenship/environment/pdf/chubb_2023_climate-related_financial_disclosure_report.pdf
2
https://investors.chubb.com/financials/annual-reports/default.aspx
3
https://about.chubb.com/content/dam/chubb-sites/chubb/about-chubb/citizenship/environment/pdf/Chubb-Our_Climate_Change_Policy.pdf
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Agenda Item 15
Chubb continues to evaluate emerging climate disclosure frameworks. This proposal is particularly poorly timed, in Chubb’s view, given the backdrop of the adoption of an SEC climate disclosure rule. We will be subject to the SEC rule, and we believe it is best for the Company to build the SEC climate disclosure rule into its strategy without the constraints of this proposal, which was formulated when the SEC rule was not public. Further, Chubb’s evaluation of emerging climate disclosure frameworks includes, as described on page 2 of the TCFD Report, Chubb’s assessment of the IFRS S-2 Standard for Climate-Related Financial Disclosures, which was released in June 2023. The IFRS S-2 standard is one of two initial standards created by the International Sustainability Standards Board (ISSB). Chubb is continuing to work to evaluate ISSB’s specific proposed requirements for the calculation of financed emissions, and their applicability to its business. The Company notes that the ISSB’s S-2 standard “does not require disclosure of the ‘associated emissions’ of underwriting portfolios in the insurance and reinsurance industries.”4 Chubb understands this decision was reached based on ISSB’s assessment that standards for Scope 3 emissions for insurance clients are not yet sufficiently well-established and accepted.
Attribution Shortcomings. Even if there were an accepted methodology for determining the total emissions arising from the activity of all of Chubb’s clients, there is the additional methodological problem of attribution: how can emissions from third parties be attributed to a particular insurer? Chubb has previously explained the serious deficiencies in the methodology suggested by the proponents: the Partnership for Carbon Accounting Financials (PCAF) standard. Specifically, under the PCAF methodology, “attribution factors” for insurance-associated emissions are calculated using the total revenue of an insured and the total premiums it pays to an insurer. This method fails to meet PCAF’s own quality criteria because the insurance-associated emissions it calculates will consistently be subject to significant year-over-year variations that have nothing to do with the real-economy emissions of the insured. Insurance premiums for any particular client and across industry sectors and business lines will change for many reasons without any relation to changes in emissions in the real economy, such as changes in pricing due to softening or hardening of the insurance market.
Chubb provided on page 2 of its most recent TCFD Report a mathematical example of how “insured emissions” may go up under the PCAF methodology while emissions in the real economy have gone down. Because the results under the PCAF methodology are impacted by so many unrelated factors, they distort, and cannot be used reliably to measure, an insurer’s year-over-year progress in supporting the transition to a net-zero economy.
In fact, we understand that a number of insurers and asset managers who originally joined PCAF have since departed, further demonstrating that there remains significant concern over an appropriate methodology that will provide useful information to investors and other stakeholders.
The Missing Causal Link
Proponents’ premise is that insurers’ disclosure of Scope 3 emissions will lead to Scope 3 targets, which, in turn, will lead to reductions in Scope 3 emissions across the global economy. Yet proponents provide no evidence that this causal link exists. To the contrary, as the Institutional Investor Group on Climate Change (IIGCC) noted in a recent discussion paper, “Scope 3 accounting and target-setting at portfolio or fund level may not lead to real-world outcomes that help to reduce climate change.”5 The IIGCC notes that the most important factor in driving change in the real economy is the ability of an entity to influence the emissions of others in its value chain. We agree. And we have demonstrated a path in applying specific underwriting criteria to high-emitting industries that is designed to directly influence the emissions of our insureds in appropriate ways related to their risk.
If the proponents’ intent is to encourage focus on the parts of the value chain where the Company can drive emissions reductions, then quantifying Scope 3 emissions is neither necessary nor sufficient. We already do this. As detailed in our 2023 Sustainability Report and 2023 TCFD Report, the Company has identified the high-emitting, transition-exposed industries where we have underwriting exposures, and we are developing science-based underwriting criteria that require our insureds to take tangible actions in their operations addressing their risk that we expect will result in near-term GHG emissions reductions. Our Sustainability Report also explains that the Company is working to adapt this approach for application in our asset management activities.
The Company believes that these underwriting and investment actions will do far more to reduce emissions in the real economy than any exercise to estimate Scope 3 emissions across our portfolio could achieve, demonstrating that such efforts are not necessary for substantial, real-economy engagement on emissions reductions. Furthermore, proponents provide no evidence that Scope 3 emissions accounting or target setting has reduced emissions in the real economy. Contrarily, initial evaluations of the impacts of net-zero alliances conclude that the process of Scope 3 accounting and goal setting by financial institutions and asset managers has had no measurable impact on real-world emissions.
Moreover, for any large commercial insurer like Chubb, its Scope 3 emissions will span a vast range of economic activities, including activities with little direct GHG emissions, high-emitting activities that are subject to significant transition risks, high-emitting activities that do not have significant transition risks, and activities that help to reduce emissions in the real economy. Chubb believes that aggregating these activities into a Scope 3 metric conflates potentially meaningful information with information that is not useful, and does not enable investors to understand the potential exposure of the insurer to climate risks or the insurer’s progress on 1.5°C goals.
4 IFRS S-2 Basis for Conclusions on Climate-Related Disclosures BC129 (2023).
5 https://139838633.fs1.hubspotusercontent-eu1.net/hubfs/139838633/2024%20resources%20uploads/IIGCC_Investor-approaches-to-scope-3_Final_Jan-2024.pdf
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Agenda Item 15
Chubb also believes Scope 3 emissions do not serve as a proxy for how well Chubb is reducing its physical exposures in the future by mitigating climate change. A reduction in Chubb’s Scope 3 emissions does not necessarily mean that GHG emissions in the global economy will go down — a necessary condition to avoid the most significant future impacts of climate change. In fact, if a large commercial insurer’s Scope 3 emissions decrease, it is highly unlikely to be as a result of the insurer having reduced its physical exposure in the world at large. Instead, it would likely be because either (1) the insurer no longer performs a shock absorber function and has limited insurance offerings to certain parts of the economy, or (2) the global economy as a whole has transitioned to lower global emissions and the insurer’s Scope 3 emissions automatically reflect that broader transition.
Chubb is Taking Substantive Actions to Support the Net-Zero Transition
Chubb believes the most effective use of its resources to support society’s transition to net zero, and address Chubb’s risk in the transition, is to focus on the impact we can have on our broad client base to support their respective transitions. We have more influence over the climate risks related to our clients’ insurable activity when we use our risk management expertise to support their transition rather than simply trying to aggregate Scope 3 emissions.
Chubb’s climate strategy is highlighted by three pillars:
1.
Supporting technologies promoting the transition to a net-zero economy, using underwriting and risk engineering expertise;
2.
Expanding climate resilience through risk engineering and new service offerings; and
3.
Using technical underwriting criteria to encourage controls and best practices in high GHG-emitting industries.
Through Chubb Climate+, the Company’s global business unit launched in January 2023, Chubb is addressing the first two pillars. Chubb Climate+ provides a broad spectrum of insurance products and services to businesses engaged in developing or employing new technologies and processes that support the transition to a net-zero economy. It also provides risk management and resiliency services to help those managing the impact of climate change. Chubb has begun to disclose metrics relating to Chubb Climate+, starting in our 2023 Sustainability Report, that it believes will be meaningful markers to assess Chubb’s climate commitments.
In addition to Chubb Climate+, Chubb is developing and implementing science-based underwriting criteria for high-emitting industries and directly engaging with our clients on these criteria. Through the underwriting process, the Company has opportunities to promote good risk management and the adoption of sound engineering practices by its clients in high-emitting industries. To that end, in March 2023, Chubb announced underwriting and conservation criteria that apply to oil and gas extraction projects to help drive the reduction of GHG emissions from its insureds. Chubb’s first criteria focuses on methane, one of the most significant and potent GHG contributors, which requires adoption of responsible behavior that is scientifically proven to reduce methane emissions. Chubb may decline coverage if a potential policyholder cannot meet its methane performance expectations.
Chubb began disclosing metrics on its methane initiative in its 2023 TCFD Report, and expects to continue to disclose data on methane engagements in future TCFD reports, along with emissions data of its clients subject to the oil and gas criteria as it becomes available. Chubb has already undertaken initial efforts to assess the methane emissions of clients it has engaged with as part of the Company’s initial assessment of its underwriting criteria. Chubb additionally disclosed in its TCFD Report that it is working with the Environmental Defense Fund to evaluate best practices and expand its work to evaluate emissions reduction opportunities and underwriting criteria for other high-emitting industries.
For additional information on Chubb’s climate-related actions, see “Corporate Governance — Climate Change: Governance, Progress and Engagement” in this proxy statement.
In summary, our actions provide assurance to our shareholders, clients and other stakeholders that we take the risks of climate change seriously and that we are thoughtfully taking action to support the global net-zero transition most effectively. We will continue to assess Scope 3 GHG disclosure methodologies and consider if and when any additional disclosures are achievable, impactful, in the Company and shareholders’ best interests, and as may be required by applicable law or regulation.
AGAINST Recommendation
Our Board therefore recommends a vote “AGAINST” this shareholder proposal.
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Agenda Item 15
Voting Requirement to Approve Agenda Item
This agenda item is a request to the Board of Directors. The Board of Directors will consider that the shareholders have approved the shareholder proposal on an advisory basis if this agenda item receives the affirmative “FOR” vote of a majority of the votes cast (in person or by proxy) at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots.
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Agenda Item 16
Shareholder Proposal on Pay Gap Reporting
Agenda Item
Arjuna Capital, as representative of David Boghossian, and Proxy Impact, as representative of Broz Family Investments LLC, have submitted the shareholder proposal described below and advised us that a representative will attend the Annual General Meeting and move the proposal as required. As reported to the Company, David Boghossian and Broz Family Investments LLC are each the holder of at least the minimum value of Chubb Common Shares to submit a shareholder proposal for inclusion in this proxy statement under SEC rules. Chubb disclaims any responsibility for the content of this proposal and supporting statement. In accordance with SEC rules, we are reprinting the proposal and supporting statement in this proxy statement as they were submitted to us. We will provide the address of the proponent and its representative upon oral or written request made to c/o Corporate Secretary, Chubb Limited, Bärengasse 32, CH-8001 Zurich, Switzerland, or +1 (212) 827-4445.
Shareholder Proposal
Beginning of Proposal and Proponent’s Statement of Support:
Racial and Gender Pay Gap Reporting
Whereas: Pay inequities persist across race and gender and pose substantial risks to companies and society. Black workers’ median annual earnings represent 77 percent of white wages. The median income for women working full time is 84 percent that of men. Intersecting race, Black women earn 76 percent and Latina women 63 percent.1 At the current rate, women will not reach pay equity until 2059, Black women in 2130, and Latina women in 2224.2
Citigroup estimates closing minority and gender wage gaps 20 years ago could have generated 12 trillion dollars in additional national income. PwC estimates closing the gender pay gap could boost Organization for Economic Cooperation and Development (OECD) countries’ economies by 2 trillion dollars annually.3
Actively managing pay equity is associated with improved representation. Diversity in leadership is linked to superior stock performance and return on equity.4 Minorities represent 31 percent of Chubb’s workforce and 16 percent of executives. Women represent 55 percent of the workforce and 28 percent of executives.5
Best practice pay equity reporting consists of two parts:
1.
unadjusted median pay gaps, assessing equal opportunity to high paying roles,
2.
statistically adjusted gaps, assessing whether minorities and non-minorities, men and women, are paid the same for similar roles.
Chubb does not report quantitative unadjusted or adjusted pay gaps. About 50 percent of the 100 largest U.S. employers currently report adjusted gaps, and an increasing number of companies disclose unadjusted gaps to address the structural bias women and minorities face regarding job opportunity and pay.6
Racial and gender unadjusted median pay gaps are accepted as the valid way of measuring pay inequity by the United States Census Bureau, Department of Labor, OECD, and International Labor Organization. The United Kingdom and Ireland mandate disclosure of median gender pay gaps.7 For its United Kingdom employees, Chubb reports a median hourly pay gap of 29 percent and bonus gender pay gap of 48 percent.8
Resolved: Shareholders request Chubb report on both quantitative median and adjusted pay gaps across race and gender, including associated policy, reputational, competitive,
1 https://www.census.gov/data/tables/time-series/demo/income-poverty/cps-pinc/pinc-05.html — par_textimage_24
2 https://static1.squarespace.com/static/5bc65db67d0c9102cca54b74/t/622f4567fae4ea772ae60492/1647265128087/Racial+Gender+Pay+Scorecard+
2022+-+Arjuna+Capital.pdf
3 Ibid.
4 Ibid.
5 https://www.chubb.com/content/dam/chubb-sites/chubb/about-chubb/diversity-equity-inclusion/accountability/pdf/chubb-2022-eeo-1-data.pdf
6 https://diversiq.com/which-sp-500-companies-disclose-gender-pay-equity-data/
7 https://static1.squarespace.com/static/5bc65db67d0c9102cca54b74/t/622f4567fae4ea772ae60492/1647265128087/Racial+Gender+Pay+Scorecard+
2022+-+Arjuna+Capital.pdf
8 https://www.chubb.com/uk-en/about-us-uk/pay-gap-reports.html
Chubb Limited 2024 Proxy Statement
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Agenda Item 16
and operational risks, and risks related to recruiting and retaining diverse talent. The report should be prepared at reasonable cost, omitting proprietary information, litigation strategy and legal compliance information.
Racial/gender pay gaps are defined as the difference between non-minority and minority/male and female median earnings expressed as a percentage of non-minority/male earnings (Wikipedia/OECD, respectively).
Supporting Statement: An annual report adequate for investors to assess performance could, with board discretion, integrate base, bonus and equity compensation to calculate:

percentage median and adjusted gender pay gap, globally and/or by country, where appropriate

percentage median and adjusted racial/minority/ethnicity pay gap, US and/or by country, where appropriate
Statement of the Board of Directors’ Opposition to the Shareholder Proposal
Our Board has considered this shareholder proposal and recommends that you vote “AGAINST” it for the following reasons:
We share the proponents’ focus on pay equity. As described in more detail below, the Company has existing responsible and robust policies and procedures to promote equity in our compensation program. The requested report is unnecessary and would not meaningfully enhance Chubb’s strong commitment and efforts to focus on and address pay equity.
Chubb’s Commitment to Pay Equity and Conducting Pay Gap Analyses
At Chubb, we recognize, respect and actively support diversity and our efforts focus on creating an environment where all colleagues feel comfortable performing to their full potential and are appropriately and fairly recognized for their contributions. To us, diversity and inclusion also includes equity, and creating a level playing field for all individuals and groups. As a result, our compensation decisions are consistently reviewed and considered through a pay equity lens.
In support of our commitment to pay equity, we regularly conduct detailed statistical pay gap analyses in our larger markets and when required by regulation (such as in the United Kingdom), as well as periodically within business units, functions or roles. We look to identify and address racial and gender disparities among employees performing similar work.
The evidence of our commitment is in the results. Our 2023 U.S. pay equity analysis, which employed a well-recognized third-party workforce equity software tool, determined that, taking into account all forms of compensation, including salary, cash bonus and equity awards, we had no racial or gender pay gap in our U.S. employee population on an adjusted median or mean basis, meaning women and minority groups were paid dollar for dollar with men and white employees in similar roles, respectively.
This pay gap analysis and our efforts to promote diversity, equity and inclusion in our workforce are disclosed in our
2023 Sustainability Report, available at investors.chubb.com/financials/annual-reports/​default.aspx.
The report requested by the proponents is not needed to prompt Chubb’s alignment and commitment to paying employees equitably. As demonstrated above, we are already doing so, and expect to continue doing so.
We note the proponents’ request that we also disclose unadjusted median pay equity data. We believe that reporting unadjusted numbers does not provide relevant information to shareholders as it does not take into account critical factors such as an individual’s role, level and scope of responsibilities, experience or location. These factors are needed to evaluate whether our employees are equitably compensated. Additionally, given the global nature of our workforce, with approximately 40,000 employees and operations in 54 countries and territories, unadjusted racial and gender pay gap results would not provide a meaningful result to assess the adequacy of Chubb’s compensation program fairness or compare Chubb against other companies, which have different employee bases, locations and organizational structures.
Chubb’s Commitment to Diversity, Equity and Inclusion in All Aspects of Our Business
We believe that making and sustaining progress in creating an equitable workplace requires holding leadership accountable; developing and advancing diverse talent; increasing gender and multicultural leadership diversity; and deploying inclusive recruitment, development and promotional practices. It’s an enterprise-wide effort that must be measured and enhanced over time.
Our management leaders are clear about the role they play in this mission. We provide resources and data to help them be purposeful in their decisions to develop and engage diverse teams. We have set high expectations for diverse candidate slates across all leadership roles. And we are constantly tracking our progress.
For example, we reinforce leadership accountability and commitment to improving gender balance and racial diversity in leadership through goal setting and linkage to performance reviews and compensation at the executive level. Progress
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Chubb Limited 2024 Proxy Statement

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against these goals is regularly reviewed, and we apply the same rigor to our diversity efforts that exists in other areas of our business. Chubb is also committed to improving the gender and racial diversity of our executive leadership globally. To that end, Chubb has assigned accountability for improving diversity to senior leaders for their respective areas.
To promote transparency and accountability, we also publicly disclose our EEO-1 US workforce report on our website.
Additionally, we offer a series of development programs around the world designed for women at all stages of their career. These include early-, mid- and upper-level career programs involving networking, coaching and mentorship to support talented women in achieving their career aspirations and maximizing the impact they can make at Chubb.
With respect to advancing racial equity at Chubb and racial justice more generally, Chubb is continuing the commitment it made in 2020 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. With respect to hiring, development, and retention specifically, we incorporate inclusive hiring and intentional inclusion training programs to help us source and support the best and broadest array of talent, and ingrain inclusion practices in our leaders and strengthen how we attract, assess, develop and retain diverse talent.
Chubb also has a variety of employee resource groups that are aimed at fostering a diverse and inclusive work environment, and provide support, mentorship and networking opportunities for various underrepresented groups. They also play a significant role in business development, community outreach and influence. These groups include:

Mosaic: aims to foster the professional development of diverse talent including Black, Asian and LatinX employees through networking, coaching and mentoring. Chubb also offers individual Black Alliance, Asian Alliance and Latinx Alliance Business Roundtables within Mosaic.