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Chubb Ltd CB

Comparing the 2025 proxy against the 2026 proxy.

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CEO total Δ

+$3,042,488

+10.1% year-over-year

Peer churn

+1 −14

Members added or dropped across all peer groups

Policy + metric churn

4

Disclosures whose value moved or appeared/disappeared

Peer groups

Peer disclosure

  • Peer Group

    — · 13 → 13 members

    13 kept · +0 · −0

    Same membership year-over-year.

  • Peer Group

    — · 13 → 10 members

    9 kept · +1 · −4

    Added

    Cigna Group (CI)

    Removed

    CNA FINANCIAL CORP (CNA) · Liberty Media Corp (FWONA) · UNIVERSAL INSURANCE HOLDINGS, INC. (UVE) · Cigna Group (CI)

  • Peer Group

    — · 10 → 0 members

    0 kept · +0 · −10

    Removed

    ALLSTATE CORP (ALL) · Aon plc (AON) · BANK OF AMERICA CORP /DE/ (BAC) · BlackRock, Inc. (BLK) · Cigna Group (CI) · CITIGROUP INC (C) · MARSH & MCLENNAN COMPANIES, INC. (MRSH) · METLIFE INC (MET) · PRUDENTIAL FINANCIAL INC (PRU) · TRAVELERS COMPANIES, INC. (TRV)

Executive pay

Named executive compensation

ExecutiveStatusFromToΔ TotalΔ %Δ At-risk
Evan G. GreenbergChairman and Chief Executive Officer
ChangedCEO$30,138,094

2024

$33,180,582

2025

+$3,042,488+10.1%+0.9 pp
John W. KeoghPresident and Chief Operating Officer; Chairman, North America Insurance
Changed$13,431,363

2024

$14,832,383

2025

+$1,401,020+10.4%+0.5 pp
Peter C. EnnsChief Financial Officer
Changed$6,238,572

2024

$6,832,820

2025

+$594,248+9.5%+0.7 pp
Juan Luis OrtegaPresident, North America Insurance
Changed$5,964,271

2024

$6,409,677

2025

+$445,406+7.5%+2.1 pp
John J. LupicaVice Chairman; Executive Chairman, North America Insurance
Removed$10,322,656

2024

————
John J. Lupica*Former Vice Chairman and Executive Chairman, North America Insurance
Added—$9,279,049

2025

———

Governance

Policy guardrails

  • change in control

    Unchanged

    Not extracted → Not extracted

    “All grants to members of Executive Management and our NEOs are subject to double-trigger vesting upon a change in control”

  • clawback

    Unchanged

    present → present

    “clawback policy, originally adopted in 2018, that provides for the forfeiture or recoupment of all variable compensation awards (cash bonus and equity, vested and unvested, time-based and performance-based) reaching back…”

  • compensation committee

    Unchanged

    Compensation Committee → Compensation Committee

    “​ ​ ​ ​ ​ ​ Compensation Committee Decisions ​ ​ ​”

  • compensation consultant

    Unchanged

    independent → independent

    “retains an independent compensation consultant to assist management in the collection and analysis of relevant market data, including compensation and financial performance data for our CEO Compensation Benchmarking and …”

  • hedging

    Unchanged

    prohibited → prohibited

    “Hedging Prohibitions The Company prohibits NEOs (as well as directors and employees) from purchasing financial instruments or otherwise engaging in transactions that hedge or offset (or are designed to have the effect of…”

  • pledging

    Unchanged

    prohibited → prohibited

    “Share Pledging Since 2017, new pledging of any Chubb shares owned by executive officers (including NEOs) or directors is prohibited”

  • stock ownership guidelines

    Unchanged

    present → present

    “Executive stock ownership requirements require our NEOs and other senior executives to hold substantial amounts of equity”

Performance markers

Metric facts

  • ceo pay ratio

    Changed

    477 to 1 → 512 to 1

    Numeric delta: +35.00

    “a variety of pay scales reflecting cost of living and other factors to determine how we compensate our employees in a particular region or country. The 2025 total annual compensation of our CEO calculated for purposes of…”

  • median employee compensation

    Changed

    $30,138,094 → $33,180,582

    Numeric delta: +3042488.00

    “in a particular region or country. The 2025 total annual compensation of our CEO calculated for purposes of disclosure in the Summary Compensation Table of this proxy statement was $33,180,582, which was approximately 51…”

  • operating income

    Changed

    $51.47 billion → $9.95 billion

    Numeric delta: -41520000000.00

    “​ Record operating results on both an absolute and per share basis, demonstrating the Company’s breadth of capability, earnings diversification and growth globally ​ • Record Chubb net income and Chubb net income per sha…”

  • revenue

    Changed

    $9.27 billion → $1 million

    Numeric delta: -9269000000.00

    “design and structure of our compensation program, such as deductibility, compliance with applicable tax and accounting laws, rules and regulations, and that compensation accounting is accurately presented in our financia…”

Narrative

CD&A prose similarity

Coarse measure of how much the compensation discussion text moved year-over-year. Not a substitute for reading the actual filings.

41% shingled-prose overlap between the two filings.

2025: 73,792 chars · 2026: 73,102 chars

  • Committee Report:16% overlap (633 → 2,121 chars)
  • Pay Ratio (Item 402(u)):72% overlap (2,307 → 2,404 chars)
  • Say-on-Pay proposal:14% overlap (24,898 → 4,128 chars)
2025 proxy on SEC ↗2026 proxy on SEC ↗

Narrative

What actually changed in the CD&A

Sentence-level diff between the two filings. New disclosures appear first, then sentences whose wording shifted, then sentences the prior year had that are no longer present.

164 new141 changed112 removed144 unchanged
  • changedThe following Compensation Discussion & Analysis describes the 2025 2024compensation program for our named executive officers (NEOs).
  • newFor 2025, our NEOs were:
  • changed​​​​​​​​​ Evan G.
  • newGreenberg ​ ​ Peter C.
  • changedEnns ChiefFinancialOfficer​​​ ​ John W.
  • changedKeogh ​ ​ John J.
  • changedLupica ​ ​ Juan Luis Ortega ​ ​ Chairman and Chief ViceChairman;Executive Officer ​ ​ Chief Financial Officer ​ ​ President and Chief Operating Officer; Chairman, North America Insurance ​ ​ Former Vice Chairman and Executive Chairman, North America Insurance ​ ​ JuanLuisOrtegaPresident, North America Insurance ​
  • changed​ Executive Summary ​ ​ ​ ​ 71 75​ ​ ​ Compensation Program Overview ​ ​ ​ ​ 76 80​ ​ ​ Our Compensation Philosophy ​ ​ ​ ​ 76 80​ ​ ​ What We Reward: Company and Individual Performance Criteria ​ ​ ​ ​ 76 80​ ​ ​ Say-on-Pay Voting ​ ​ ​ ​ 77 81​ ​ ​ Compensation Governance Practices and Policies ​ ​ ​ ​ 77 81​ ​ ​ The Relationship of Compensation to Risk ​ ​ ​ ​ 79 83​ ​ ​ How We Use Peer Group and Market Data in Determining Compensation ​ ​ ​ ​ 80 85​ ​ ​ How We Determine Total Direct Compensation Pay Mix ​ ​ ​ ​ 82 87​ ​ ​ Components of Total Direct Compensation for our NEOs ​ ​ ​ ​ 82 87​ ​ ​ Equity Compensation ​ ​ ​ ​ 83 88​ ​ ​ How We Determine and Approve NEO Compensation ​ ​ ​ ​ 84 90​ ​ ​ 2025 2024NEO Total Direct Compensation and Performance Summary ​ ​ ​ ​ 85 91​ ​ ​ 2025 NEO Total Direct ExecutiveCompensation — Supplemental Table Tables​ ​ ​ ​ 88 96​ ​ ​ Executive Compensation Tables ​ ​ ​ ​ 89 ​​​ ​
  • new​ ​ ​ 2026 Proxy Statement | 70 ​
  • changedExecutive Compensation – —Executive Summary
  • changedThis TheCompensation Discussion & Analysis includes certain financial measures, including those considered in connection with compensation decisions, that are not presented in accordance with U.S. generally accepted accounting principles (U.S. GAAP).
  • newCompany 2025 financial comparisons are to 2024 unless otherwise specifically stated.
  • new​ 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 ​ ​
  • changed​WhatWeReward•Superioroperatingandfinancialperformance,asmeasuredagainstprioryear,Board-approvedplanandpeers​•Achievementofstrategicgoals​•Superiorunderwritingandriskmanagementinallourbusinessactivities​​​​​ How We Link Pay to Performance ​ ​ • The core link is performance measured across 5 key metrics, evaluated comprehensively within the context of our operating environment ​ – 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 operational and strategic achievements, including leadership and execution of key non-financial objectives ​​​​ ​ HowWePaidOurNamedExecutiveOfficers(NEOs)TheCompensationCommitteeconsideredfinancial,strategicandoperationalperformance,andtookintoaccounttheCompany’s2024financialresultsonanabsolutebasisandrelativetopeers,whichalsoreflectedthebestfull-yearfinancialperformanceintheCompany’shistory.
  • new​ How We Paid Our Named Executive Officers (NEOs) ​ ​ The Compensation Committee assessed financial, strategic and operational performance, and took into account the Company’s 2025 financial results, which reflected the best full-year financial performance in the Company’s history, including record operating results and underwriting performance.
  • newThe Committee considered results on an absolute basis and relative to peers, which demonstrated the Company’s consistent growth and strong financial and operating results over the short-, medium- and long-term.
  • newThese results underscored the Company’s discipline, financial strength and delivery of value to shareholders.
  • new​ ​ ​ CEO TOTAL PAY ​ ​ ​ OTHER NEO TOTAL PAY ​ ​ $34.0 million, up 13.5% vs. 2024 ​ ​ ​ Down 6.3% on average vs. 2024; up 10.9% on average when excluding the compensation of John J.
  • changedLupica, who retired from his executive positions effective December 31, 2025 ​ ​ Further details on the compensation decisions for the CEO and aswellastheother NEOs for 2025 performance are described in “2025 “2024NEO Total Direct Compensation and Performance Summary” beginning on page 85. 91.
  • changedApproximately 95% of the total direct compensation of our CEO and 88% 89%of the total direct compensation of our other NEOs is variable or “at-risk.” The total direct compensation components for the 2025 performance year for our CEO and other NEOs are summarized in the charts below.
  • changedFurther detail is provided in “2025 “2024NEO Total Direct Compensation and Performance Summary” beginning on page 85. 91.
  • changedWhen determining the final mix of pay for the CEO and other NEOs, the overall compensation package is weighted towards variable rather than fixed compensation, and towards tolong-term rather than short-term awards, in order to better link pay and performance and to align executive awards with the creation of long-term shareholder value. valuecreation.
  • newPerformance-based equity awards (granted in the form of performance stock units (PSUs) and performance shares (PSAs)) cliff-vest after the end of a three-year period if certain performance criteria are satisfied.
  • changedThese awards comprise 100% of the annual long-term equity award consistsentirelyofperformance-basedequityawardsfor each of our theNEOs.
  • changedSee “How We Determine Total Direct Compensation Pay Mix — Equity Compensation” beginning on page 83 88for details on our equity award criteria and vesting conditions.
  • new​ 71 | 2026 Proxy Statement ​ ​ ​
  • changed​ CEO Total Direct Compensation ​ ​ ​ Other NEOs Total Direct Compensation ​ ​ ​ ​ ​ ​
  • newOur CEO Compensation Process
  • changedOurCEOCompensationProcess​Each year, the Compensation Committee conducts a comprehensive process to set setsa level scorecardforthepotentialrangeof CEO compensation that is compensation,withtop-,middle-andlow-endbandstied to the achievement of specific financial, operational and strategic goals, considered together with TSR, as reflected in the following summary for 2025: 2024:
  • new1.
  • newSet CEO Compensation Range
  • newDetermine total compensation parameters under various performance scenarios.
  • new2.
  • newSet CEO Goals
  • newIn the first quarter of 2025, the Compensation Committee approved financial, operational and strategic goals.
  • new​ Financial, Operational & Strategic Scorecard ​ ​ ​ ​ ​ ​ ​ Shareholder Value ​ ​ Financial Results (75%) • Core operating income ​ • Core operating return on equity ​ • Core operating return on tangible equity ​ • P&C combined ratio ​ • Tangible book value per share growth ​ ​ ​ ​ + ​ ​ ​ Operational & Strategic Goals (25%) • Execution of growth initiatives ​ • Underwriting portfolio management actions ​ • Digital technology and data analytics capabilities ​ • Acquisition integration ​ • Business transformation ​ • Climate change and sustainability initiatives as an insurer and corporate citizen ​ • Talent management, development and succession ​ • Culture ​ ​ ​ ​ +/- ​ ​ ​ Total Shareholder Return Modifier • 1-year TSR performance ​ • 3-year TSR performance ​ ​
  • new3.
  • newEvaluate Performance vs. Goals
  • newIn the first quarter of 2026, the Compensation Committee reviewed the Company’s 2025 results on an absolute basis against prior year and plan and relative to the Financial Performance Peer Group, as well as underlying core performance including and excluding catastrophe losses.
  • newThe Committee also assessed performance against non-financial operating and strategic goals.
  • newFor 2025 compensation decisions, the Compensation Committee considered the Company’s excellent financial results on an absolute basis and performance relative to the Financial Performance Peer Group.
  • newThe Committee also recognized significant accomplishments and execution against operational and strategic goals.
  • newThe Company’s financial performance and operational and strategic achievements considered by the Compensation Committee are described in detail in “2025 Financial, Strategic and Operational Highlights: Why You Should Vote ‘For’ Say-on-Pay” on page 73 and “Key Metrics Against Prior Year, Plan and Peers” on page 75.
  • new4.
  • newSet Final CEO Compensation
  • newBased on the Company’s absolute and relative performance, operational and strategic accomplishments, and long-term strategy execution, the Compensation Committee set a final 2025 CEO compensation value including base salary, annual cash bonus and long-term equity awards.
  • new​ ​ ​ 2026 Proxy Statement | 72 ​
  • changedThe Compensation Committee reviews and assesses both peer groups at least annually.
  • changed​ 2025 2024Financial Performance Peer Group ​ ​ ​ 2025 2024CEO Compensation Benchmarking Peer Group ​ ​ • The Allstate Corporation ​ • American International Group, Inc. ​ • CNA Financial Corporation ​ • The Hartford Financial Services Group, Inc. ​ • Liberty Mutual Holding Company 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. ​ ​
  • changedThe Company and each other peer in the Financial Performance Peer Group reports reportin accordance with U.S. GAAP.
  • changed2025 Financial, Strategic and Operational Highlights: Why You Should Vote “For” Say-on-Pay
  • new​ Record operating results on both an absolute and per share basis, demonstrating the Company’s breadth of capability, earnings diversification and growth globally ​
  • new•
  • newRecord Chubb net income and Chubb net income per share of $10.31 billion and $25.68, up 11.2% and 13.1%.
  • newRecord core operating income and core operating income per share of $9.95 billion and $24.79, up 8.9% and 10.8%.
  • newOver the past three and five years, core operating income has grown 54.8% and 200.6%.
  • newResults reflect record earnings from each of our three primary sources of income (P&C underwriting income, investment income and life segment income).
  • new​ World-class, industry-leading P&C underwriting performance and a rapidly growing life insurance business ​
  • newP&C underwriting income was a record $6.53 billion, up 11.6%, with a record low P&C combined ratio of 85.7%, compared to 86.6% for 2024.
  • newOur record underwriting results and earnings were achieved despite full-year catastrophe losses that were modestly higher than prior year, substantially driven by the California wildfires in the first quarter of 2025.
  • newP&C current accident year underwriting income excluding catastrophe losses was a record $8.32 billion, up 12.7%, with a record low combined ratio of 81.9%, compared to 83.1% for 2024.
  • newConsolidated net premiums written of $54.84 billion, up 6.6%.
  • newLife Insurance segment income was a record $1.24 billion, up 16.7% in constant dollars.
  • new​ Record investment performance and a growing invested asset ​
  • newRecord pre-tax net investment income and adjusted net investment income of $6.47 billion and $6.95 billion, each up 9.0%, with strong returns in both our public fixed income and private portfolios.
  • newLarge and growing invested asset of $168.72 billion as of December 31, 2025, a 12.0% increase from year-end 2024, exhibiting the Company’s earnings power, cash flow and ability to continue to grow book value and diversify earnings.
  • new​ 73 | 2026 Proxy Statement ​ ​ ​
  • new​ Strong shareholder returns and value creation ​
  • newBook and tangible book value per share, our most important measures of wealth creation, increased 18.0% and 25.7%, respectively, for the year.
  • newEach were the highest year-end amounts in the Company’s history.
  • newReturn on equity (ROE) was 15.0%, core operating ROE was 13.7% and core operating return on tangible equity (ROTE) was 20.5%.
  • new1-year and 3-year annualized TSR, which include stock price appreciation plus reinvested dividends, were 14.5% and 13.9%; cumulative three-year TSR was 47.7%.
  • new$4.91 billion returned to shareholders through dividends and share repurchases, a 41.1% increase from 2024, while continuing to invest in our business for the future.
  • new​ Execution of business strategy ​
  • newTop and bottom-line results demonstrated the Company’s breadth and consistency of contributions from our businesses around the world.
  • newMitigated impact of losses from California wildfires and other catastrophe events through diversification and conservative balance sheet management.
  • newContinued focus on underwriting discipline, and catastrophe and casualty inflation management, as well as refining underwriting and product for optimal return relative to risk exposure while maintaining excellence in customer and partner service.
  • newReimagined and executed investment strategies, including expanded focus on alternative investments, in a changing interest rate and investment environment; achieved record investment income.
  • new​ Advanced long-term growth initiatives ​
  • newAcquired the P&C insurance businesses of Liberty Mutual in Thailand and Vietnam, expanding our presence in the Asia-Pacific region.

Removed from 2025

  • For 2024, our named executive officers were:
  • Greenberg Chairman and Chief Executive Officer ​ ​ ​ ​ Peter C.
  • Keogh President and Chief Operating Officer ​ ​ ​ ​ John J.
  • ​ 74 ​ ​ Chubb Limited 2025 Proxy Statement ​
  • CEO total pay • $29.95 million, up 7.3% vs. 2023 ​ Other NEO total pay • up 9.1% on average vs. 2023 ​ ​
  • Performance-based equity awards, which cliff-vest after the end of a three-year period if certain performance criteria are satisfied, comprise 100% of the annual long-term equity award for each of our NEOs.
  • ​ Chubb Limited 2025 Proxy Statement ​ ​ 75 ​
  • ​ 76 ​ ​ Chubb Limited 2025 Proxy Statement ​
  • ​ Excellent financial performance for 2024, reflecting record operating results, including record earnings from each of our three primary sources of income (P&C underwriting income, investment income and life income), solid premium revenue growth, strong shareholder returns, and outstanding underlying fundamentals: ​
  • ​ Record operating results ​ ​ • Record Chubb net income and Chubb net income per share of $9.27 billion and $22.70, up 2.7% and 4.1% from 2023’s record.
  • Excluding one-time deferred tax benefits of $1.14 billion in 2023 and $55 million in 2024 related to the enactment of Bermuda’s income tax law (Bermuda tax benefit), net income and net income per share were up 16.8% and 18.4% from 2023 ​ • Core operating income and core operating income per share were $9.20 billion and $22.51, compared to records of $9.34 billion and $22.54 in 2023.
  • Adjusted for the Bermuda tax benefit, 2024 core operating income and core operating income per share were records, up 11.5% and 13.0% compared to 2023 ​ • Over the past three years core operating income has grown 65% ​ ​ ​ World-class P&C underwritingperformance and a growing life insurance business ​ ​ • Industry-leading P&C combined ratio of 86.6%, nearly matching 2023’s record of 86.5%.
  • The current accident year P&C combined ratio excluding catastrophe losses was a record 83.1% compared to 83.9% in 2023 ​ • Consolidated net premiums written of $51.47 billion, up 8.7% from 2023 ​ • Record P&C underwriting income of $5.85 billion, up 7.1% from 2023 ​ • Life Insurance segment income topped $1 billion, with a record $1.10 billion, up 7.3% in constant dollars from 2023 ​ ​ ​ Record investmentperformance ​ ​ • Record pre-tax net investment income and adjusted net investment income of $5.93 billion and $6.38 billion, up 20.1% and 19.3% from 2023 ​ ​
  • ​ Chubb Limited 2025 Proxy Statement ​ ​ 77 ​
  • ​ Strong shareholder returns and value creation ​ ​ • Book and tangible book value per share increased 8.8% and 14.1%, respectively, for the year.
  • Each were the highest year-end amounts in the Company’s history ​ • Return on equity (ROE) was 15.0%, core operating ROE was 13.9% and core operating return on tangible equity (ROTE) was 21.6% ​ • 1-year and 3-year annualized TSR, which include stock price appreciation plus reinvested dividends, were 23.9% and 14.4%; cumulative three-year TSR was 49.7% ​ • $3.48 billion returned to shareholders through dividends and share repurchases, while continuing to invest in our business for the future ​ ​
  • ​ Execution of business strategy ​ ​ • Top and bottom-line results demonstrated the broad and diversified nature of the Company and the consistency of contributions from our businesses around the world ​ • Capitalized on market conditions by balancing push for growth and profitability, and maintaining underwriting discipline and excellence in customer and partner service ​ • Added leadership, capabilities and products: executed strategies to grow consumer lines and middle market/small commercial segments ​ • Advanced digitization across the globe according to plan ​ • Reimagined and executed investment strategies in a changing interest rate and investment environment; achieved record investment income ​ ​ ​ Advanced long-term growth initiatives ​ ​ • Continued momentum in international life as business becomes a meaningful contributor to revenue and earnings, particularly as a result of successful integration of acquired Cigna businesses in the Asia-Pacific region and acquiring a controlling ownership interest of Huatai Insurance Group ​ ​ ​ Enhancement of digital, data and analytics capabilities ​ ​ • Expanded data and software engineering capabilities and enhanced data center platforms in line with strategic plan ​ • Significant progress with launch of global data platform and ingestion implementation and use of artificial intelligence ​ ​ ​ Culture and talent management ​ ​ • Successfully completed long-planned executive succession management changes, executing transition plans in North America, Overseas General, Asia and Technology & Operations ​ • Enhanced diversity at the executive level through merit-based hiring and promotions ​ • Strengthened talent pipeline through external hiring of 6,000 and internal promotions of more than 5,000, as well as employee development and skills-based training ​ ​ ​ Climate leadership ​ ​ • Demonstrated industry leadership on climate issues with continued growth of Chubb Climate+ business unit to support energy security (including oil and gas) and companies engaged in developing technologies and processes to lower carbon emissions and promote climate resilience; continued development and implementation of climate underwriting criteria for responsible high-emitting industries; and led industry engagement with investors, climate experts and advocacy groups to advance the insurance industry’s sustainability and resilience initiatives ​ ​
  • ​ 78 ​ ​ Chubb Limited 2025 Proxy Statement ​
  • On an absolute basis, Company performance exceeded plan on four of the five key metrics and delivered strong 1-year and 3-year TSR results.
  • Comparisons to prior year results on core operating income, core operating ROE and core operating ROTE are impacted by the $1.14 billion favorable impact in 2023 from the Bermuda tax benefit; adjusted for the benefit in 2023 and 2024, the Company’s 2024 results on core operating income and core operating ROE exceeded prior year, and core operating ROTE was 0.1 point below 2023’s record.
  • On average across the key metrics, our performance relative to the Financial Performance Peer Group was at the 66th percentile when adjusted for the Bermuda tax benefit and the 58th percentile on a reported basis.
  • Further information on each of the metrics is below.
  • ​ Core operatingincome ​ ​ $9.20B ​ ​ Core operating income exceeded plan, but was slightly below prior year on a reported basis due to the Bermuda tax benefit.
  • Adjusted for the Bermuda tax benefit, core operating income substantially exceeded prior year by 11.5% and was a record.
  • Core operating income growth was at the 40th percentile of the Financial Performance Peer Group adjusted for the Bermuda tax benefit and last on a reported basis, although our placement was distorted by one of our peers having minimal core operating income in 2023 and more normalized results in 2024.
  • ​ ​ P&C combinedratio ​ ​ 86.6% ​ ​ P&C combined ratio relative performance was better than that of every company in the Financial Performance Peer Group (100th percentile).
  • Absolute performance beat plan but was 0.1 point higher than 2023’s record.
  • Our 2024 current accident year P&C combined ratio excluding catastrophe losses was a record 83.1%.
  • ​ ​ Core operating return on equity (ROE) ​ ​ 13.9% ​ ​ Core operating ROE results exceeded plan.
  • Results exceeded prior year when adjusted for the Bermuda tax benefit but were below prior year on a reported basis.
  • Relative performance was at the 48th percentile of the Financial Performance Peer Group on both a reported basis and adjusted for the Bermuda tax benefit.
  • ​ ​ Core operating return on tangible equity (ROTE) ​ ​ 21.6% ​ ​ Core operating ROTE results exceeded plan.
  • Results were below prior year on a reported basis, and 0.1 point below prior year’s record when adjusted for the Bermuda tax benefit.
  • Relative performance was at the 80th percentile of the Financial Performance Peer Group on both a reported basis and adjusted for the Bermuda tax benefit.
  • ​ ​ Tangible bookvalue per share growth ​ ​ 14.1% ​ ​ Tangible book value per share growth relative performance was at the 60th percentile of the Financial Performance Peer Group, and results were below plan and prior year.
  • Tangible book value per share growth exceeded plan and prior year when excluding accumulated other comprehensive income, which eliminates the effect of items that can fluctuate significantly from period to period, primarily based on changes in interest rates and foreign currency movement.
  • ​ Chubb Limited 2025 Proxy Statement ​ ​ 79 ​
  • 2024 Compensation Decisions
  • The Committee further determined not to increase the CEO’s base salary.
  • We closely align our executive compensation program and practices with the interests of our shareholders.
  • ​ 80 ​ ​ Chubb Limited 2025 Proxy Statement ​
  • Individual Performance Criteria ​ • Personal contribution to both short-term and long-term business results ​ • Successful execution of key strategic and operational objectives ​ • Demonstrated leadership capability ​ • Demonstrated application of relevant technical expertise ​ • Ethical conduct, regulatory compliance and mitigation of unnecessary risk ​ Say-on-Pay Voting ​ In accordance with U.S. law and Swiss law, our shareholders will have multiple votes on executive compensation at the Annual General Meeting.
  • We solicited our 50 largest shareholders, representing nearly 70% of our outstanding Common Shares.
  • Compensation Governance Practices and Policies ​
  • ​ Chubb Limited 2025 Proxy Statement ​ ​ 81 ​
  • One of our NEOs was granted stock options in February 2024 as part of the regularly scheduled annual equity award grant.
  • The grant date was one business day following the filing of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
  • Please see the “Grants of Plan-Based Awards” section of this proxy statement for additional tabular information with respect to this stock option grant.
  • They are also eligible to participate
  • ​ 82 ​ ​ Chubb Limited 2025 Proxy Statement ​
  • in Company-sponsored nonqualified deferred compensation plans.
  • Impact of Tax Treatments on Compensation ​ Prior to 2018, Internal Revenue Code (the Code) Section 162(m) limited the deductibility of annual compensation in excess of $1 million paid to “covered employees” ​(as defined by the Code) of the Company unless the compensation satisfied an exception, such as the exception for performance-based compensation.
  • The 2017 U.S. Tax Cuts and Jobs Act (the Tax Reform Act) was enacted, which, among other things, repealed the performance-based compensation exception and expanded the definition of covered employees.
  • For further information on stock-based compensation, see note 16 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
  • The Relationship of Compensation to Risk ​
  • ​ Chubb Limited 2025 Proxy Statement ​ ​ 83 ​
  • See “Compensation Governance Practices and Policies—​Clawback Policies” in this CD&A for further detail.
  • See “Governance Practices and Policies that Guide Our Actions” in the Corporate Governance section of this proxy statement for additional information.
  • Prior to the February 2025 annual grant, the President, North America Insurance’s annual equity award consisted of a mix of performance-based equity awards, time-based equity awards, and stock options.
  • ​ 84 ​ ​ Chubb Limited 2025 Proxy Statement ​
  • How We Use Peer Group and Market Data in Determining Compensation ​
  • ​ How We Select, and Who is in, Our CEO Compensation Benchmarking Peer Group ​ For our CEO, we rely exclusively on the CEO Compensation Benchmarking Peer Group.
  • For the other NEOs, we rely on proxy statement data and on broad survey data of other insurance companies obtained from Willis Towers Watson, Mercer and McLagan.
  • that this peer group supports more calibrated and appropriate CEO compensation decision-making than using our much smaller Financial Performance Peer Group.
  • 2024 CEO Compensation Benchmarking Peer Group
  • How We Select, and Who is in, OurFinancial Performance Peer Group
  • ​ Chubb Limited 2025 Proxy Statement ​ ​ 85 ​
  • insurance companies.
  • Starting with the 2024 financial year, the Compensation Committee determined to add Liberty Mutual Holding Company Inc. to this peer group to evaluate against on all metrics other than TSR.
  • ​ 86 ​ ​ Chubb Limited 2025 Proxy Statement ​
  • ​ ​ Long-term equity awards Performance-based equity awards (performance stock units (PSUs) and performance shares (PSAs)): • Target Awards ​ • Premium Awards ​ If 100% of the NEO’s equity award grant is not in the form of performance-based equity, the NEO is granted a mix of performance-based equity, stock options (time-based vesting) and restricted stock awards (RSAs)/ restricted stock units (RSUs) (time-based vesting).
  • ​ Chubb Limited 2025 Proxy Statement ​ ​ 87 ​
  • Equity Compensation ​
  • A summary of the vesting schedule for performance-based equity awards (PSUs/PSAs), time-based restricted stock (RSUs/​RSAs), and stock options is below.
  • One of our NEOs was granted a mix of performance-based equity awards, time-based restricted stock and stock options in February 2024 (for 2023 performance).
  • ​ Type of Award ​ ​ Vesting Period ​ ​ PSUs and PSAs (performance-based vesting) ​ ​ Cliff vest at end of a 3-year performance period if established performance criteria are met ​ ​ RSUs and RSAs (time-based vesting) ​ ​ Evenly over a 4-year period from date of grant ​ ​ Stock options (time-based vesting) ​ ​ Evenly over a 3-year period from date of grant (10-year exercise period) ​
  • ​ 88 ​ ​ Chubb Limited 2025 Proxy Statement ​
  • Any Target Awards and Premium Awards earned cliff-vest at the end of the three-year performance period.
  • ​ Chubb Limited 2025 Proxy Statement ​ ​ 89 ​
  • ​ 90 ​ ​ Chubb Limited 2025 Proxy Statement ​

More changes truncated for legibility. Open the filings on SEC for full prose.

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