TRAVELERS COMPANIES, INC. TRV

61% shingled-prose overlap between the two filings.

2025: 106,041 chars · 2026: 106,315 chars

• Committee Report:100% overlap (539 → 539 chars)
• Pay Ratio (Item 402(u)):83% overlap (4,342 → 4,342 chars)
• Say-on-Pay proposal:79% overlap (1,912 → 1,912 chars)

• new2025 Overview
• changedconsidered when awarding variable compensation to our named executive officers in February 2026 2025with respect to the
• new2025 performance year.
• changedWith respect to this year’s performance, the Compensation Committee considered the Company’s outstanding results top-and
• newand strategic accomplishments.
• newSignificantly, these results were driven by the fundamental, underlying strength of our
• newbusiness and strong execution, rather than any unusually favorable conditions or isolated factors, including favorable
• newweather.
• newSpecifically, record underlying underwriting income along with net favorable prior year reserve development
• newand strong net investment income, more than offset a record level of catastrophe losses, driven by the California
• newwildfires.
• changedNet Income of $6.3 $5.0billion and Net Income per Diluted Share of $27.43Core $21.47CoreIncome* of $6.3 $5.0billion and Core Income per Diluted Share* of $27.59Return $21.58Returnon Equity of 21.0% 19.2%and Core Return on Equity* of 19.4%Book 17.2%BookValue per Share and Adjusted Book Value per Share* increased 23% and 14%, respectively, grew13%,while we also returned $4.2 morethan$2.1billion in capital to shareholders and continued to make strategic investments in our business.
• changedUnderwritingWe arepleasedtohavegenerated record underwriting income* of $4.3 $3.0billion pre-tax.
• changedUnderlying underwriting income* (which is our underwriting income excluding the impact of catastrophes and net prior year reserve development) increased by more than 23% from nearly40%toa record level in the prior year to an even stronger $5.5 $4.5billion after-tax, driven by record net earned premiums and exceptional profitability. after-tax.
• changedThis year’s level of underlying underwriting income positions us to deliver strong core income and returns even in the face of elevated losses from catastrophes, as we and the industry experienced in 2025.Operating LeverageOur thisyear.OperatingLeverageWearepleasedwithourvery strong 2025 2024consolidated expense ratio of 28.5% is 28.5%,down 300 basis points, or nearly 10%, since we began our deliberate and successful strategy about a decade eightyearsago to improve productivity and efficiency.
• changedWe focus on operating leverage as a strategic priority not necessarily to benefit the bottom line, but because it gives us the flexibility to let the benefit fall to the bottom line, invest further in our strategic priorities and/or be more competitive on pricing without compromising our return objectives.Case in point, since 2017, we have more than doubled our investment in strategic technology initiatives while lowering our expense ratio.
• changedOver that same period, we increased our routine but necessary (i.e., non-strategic) technology spending at a onlymodestly,therebysignificantly slower rate, meaningfully improving the overall strategic mix of our technology spend.Execution of Our MarketplaceStrategyNet written premiums increased by8%to a record $44.4 $43.4billion.
• newOver the past decade, we have grown net written premiums by nearly 80%, or a compound annual growth rate of 6.6%, from $25.0 billion to $44.4 billion.
• changedThis meaningful growth has been part of a deliberate strategy developedin2016to profitably improve our growth trajectory.
• changedWe seek to achieve profitable growth by investing in franchise value — –making sure that we offer the products, services and experiences that our customers want to buy, and our distribution partners want to sell.
• changedInvestmentPerformanceOur disciplined strategy and well-constructed portfolio positioned us to deliver robust verystrongpre-tax net investment income of $4.0 $3.6billion, an increase of 10% 23%from last year.
• newNotably, for the first time, total invested assets surpassed $100 billion during 2025.Total Shareholder Return (TSR)Our total return to shareholders for the one-, three- and five-year periods ended December 31, 2025 was approximately 22%, 64% and 129%, respectively, as compared to 18%, 86% and 96% for the S&P 500.
• changedThese returns placed the Company at the 70th, 50th, 59th,64th,and 52nd 61stpercentile of our Compensation Comparison Group for the one-, three- and five-year periods ended December 31, 2025, 2024,respectively.
• changed* See “Annex A: Reconciliation A–Reconciliationof GAAP Measures to Non-GAAP Measures and Selected Definitions” on page A-1.
• changed2026 2025Proxy Statement | The Travelers Companies, Inc.33 Inc.35
• new2025 Performance-Based Compensation
• changeddiscussed above under “2025 “2024Overview” and below under “—Factors “—FactorsConsidered in Awarding 2025 2024Bonuses” and the
• changedexceptional 2025 performance, top-andbottom-lineresults,including record net written premiums, underwriting income, net and core income, return
• newon equity and cash flow from operations, with each of our three business segments contributing to these exceptional
• new2025 results.
• newSignificantly, these results were driven by the fundamental, underlying strength of our business and strong
• newexecution, rather than any unusually favorable conditions or isolated factors, including favorable weather.
• newSpecifically,
• newrecord underlying underwriting income along with net favorable prior year reserve development and strong net
• newinvestment income, more than offset a record level of catastrophe losses, driven by the California wildfires.
• newCompensation Committee also considered the substantial contributions made by the named executive officers in
• changedcontributionsmadebythenamedexecutiveofficersinachieving our thesestrong financial and operating results and that the named executive officers individually performed at
• newsuperior levels.
• changedIn addition, the Compensation Committee considered relevant compensation information for our thesubstantial
• newCompensation Comparison Group, each individual executive’s experience and skill set and other relevant factors.
• newIn connection with Mr. Schnitzer’s compensation for the 2025 performance year, the Compensation Committee also
• newconsidered Mr. Schnitzer’s effective leadership this past year and over the past ten years, and the successful
• newdevelopment and execution over the past ten years of the Company’s strategic plan for continued success in light of the
• newforces of change impacting the industry.
• newOver the past ten years, the Company has:
• new•grown its premium base by nearly 80%, from about $25 billion to more than $44 billion;
• new•increased its underlying underwriting income by more than 300%, from $1.3 billion to $5.5 billion;
• new•more than doubled its operating cash flow, from $4.5 billion to more than $10.6 billion;
• new•increased the size of its investment portfolio by more than 50%, from approximately $70 billion to more than $106
• newbillion; and
• new•delivered return on equity that has been, on average, more than 1,000 basis points over the 10-year treasury, and,
• newat industry-low volatility.
• changedBased in part on these factors, the Compensation Committee made the compensation decisions described below.
• changedElementChief Executive OfficerOther Named Executive OfficersPERFORMANCE-BASED CASHAnnualBonus•Mr. Schnitzer’s annual cash bonus increased from $7 $6million to $9 $7million year-over-year.•The annual cash bonus for Messrs.
• changedFrey and Kess increased by an average of 22% 18%compared to the prior year.
• changedKlein and Toczydlowski increased by an average of 24% 25%compared to the prior year.
• changedPERFORMANCE-BASED EQUITYLong-TermIncentives•Mr. Schnitzer was granted an annual equity award of $18.05 $15.25million, an increase from $15.25 $14million last year.•Consistent with the prior year, Messrs.
• changed34The 36TheTravelers Companies, Inc. | 2026 2025Proxy Statement
• changedOur outstanding results in 2025 2024build upon our exceptional results over the past decade.
• changedSTRATEGIC OBJECTIVETRAVELERS TEN-YEAR PERFORMANCEDeliver superior returns on equity by leveraging our competitive advantages Produced industry-leading return on equity with low levels of volatility Increased dividends per share at an average annual rate of more than 6% approximately7%Returned approximately $26 billion of excess capital to our shareholders Increased our book value per share by 90% 60%and our adjusted book value per share by 110% 96%Delivered a total return to shareholders of 220%Generate 185%Generateearnings and capital substantially in excess of our growth needsThoughtfully rightsize capital and grow book value per share over time
• changedSuperior Total Return to Shareholders Over Time” on page 38. 40.
• changed•Our business starts with risk selection, underwriting and pricing segmentation.•Our 2025 2024underlying underwriting income (or “underwriting income” margin”excluding the impact of catastrophes and net prior year reserve development) increased year-over-year to a record $5.5 $4.5billion after-tax, up 23% nearly40%from last year’s then record.
• changedTo put these results in context, our underlying underwriting income increased hasmore than 300% tripledover the past decade. lasteightyears.
• changedThis level of underlying underwriting income positions us to deliver strong core income and returns even in the face of elevated losses from catastrophes, as we and the industry experienced in 2025. thisyear.
• newMeasuring Results Over Time
• changedWe emphasize that the
• changedtheobjective is measured over time because we recognize that a long-term perspective is especially important in the property
• changedimportantinthepropertyand casualty insurance industry where a short-term focus could create incentives for management to relax underwriting or
• changedmanagementtorelaxunderwritingorinvestment standards to increase revenue and reported profit in the near term but create excessive risk for shareholders
• newover the longer term.
• changedMoreover, results in the property and casualty insurance industry can vary significantly when
• changedsignificantlywhenmeasured year-to-year due to a variety of factors, including interest rates, reserve developments and weather, and success
• changedcan only be measured over time and in the context of periods of financial crises, natural and man-made catastrophes, pandemics
• changedpandemics and other anticipated and unanticipated developments impacting loss trends trends,and through both general economiccycles
• changedeconomic cycles and more extreme economic conditions.
• changedAccordingly, we believe that the right way to manage our businessiswitha
• changedwaytomanageourbusiness is with a long-term perspective and to create value over time.
• newThe Compensation Committee believes that our
• changedCommitteebelievesthatourcompensation program should continuetoreinforce this long-term perspective, as it has historically.
• changed2026 2025Proxy Statement | The Travelers Companies, Inc.35 Inc.37

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