CHUBB LTD, PRE 14A filed on 3/21/2025
Proxy Statement - Notice of Shareholders Meeting (preliminary)
v3.25.1
Cover
12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type PRE 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Chubb Limited
Entity Central Index Key 0000896159
v3.25.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
U.S. SEC Pay Versus Performance Disclosure
This section sets forth the pay versus performance disclosure for the years 2020-2024 in accordance with SEC regulations. This section also includes certain non-GAAP financial measures, including 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 “Non-GAAP Financial Measures”.
The following sets forth the tabular pay versus performance disclosure required by SEC regulations, and includes measures that, in the Company’s assessment, are the most important financial performance measures used by the Company to link NEO “compensation actually paid” ​(as defined by SEC regulations) to Company performance for the most recently completed fiscal year.
Pay Versus Performance Table
Year
Summary
Compensation
Table total for
PEO(a)
Compensation
actually paid to
PEO(a)(b)
Average
Summary
Compensation
Table total for
non-PEO named
executive
officers(a)
Average
compensation
actually paid to
non-PEO named
executive
officers(a)(c)
Value of initial fixed
$100 investment
based on(d)
Chubb net
income
(in millions)
Core
operating
income
(in millions)
Total
shareholder
return
Peer group total
shareholder
return
2024
$30,138,094
$55,361,558
$8,989,215
$15,449,569
$194.17
$181.73
$9,272
$9,197
2023
$27,661,317
$35,703,017
$7,867,777
$9,453,265
$156.73
$142.44
$9,028
$9,337
2022
$25,152,070
$44,160,566
$8,148,565
$12,454,746
$150.44
$133.77
$5,246
$6,429
2021
$23,181,184
$42,028,742
$7,014,834
$10,960,083
$129.69
$115.42
$8,525
$5,586
2020
$20,328,167
$14,619,607
$6,700,291
$5,454,658
$101.42
$93.94
$3,533
$3,313
Additional Company Financial Performance Measures
Year
Core operating
return on equity
Core operating return
on tangible equity
P&C combined
ratio
Tangible book value
per share growth
2024
13.9%
21.6%
86.6%
14.1%
2023
15.4%
24.2%
86.5%
21.3%
2022
11.1%
17.0%
87.6%
-20.4%
2021
9.9%
15.3%
89.1%
7.6%
2020
6.2%
9.8%
96.1%
12.2%
(a)
The principal executive officer (PEO) for each year reflected in the table is Evan G. Greenberg, the Company’s Chairman and CEO. The non-PEO NEOs are John W. Keogh; John J. Lupica; Peter C. Enns (for years 2021-2024); Juan Luis Ortega (for years 2023-2024), Sean Ringsted (for year 2023); Paul J. Krump (for years 2020-2022); and Philip V. Bancroft (for years 2020-2021).
(b)
For Mr. Greenberg, the following are the amounts deducted from and added to the Summary Compensation Table amount to derive the “compensation actually paid” as determined in accordance with SEC regulations:
Year
Summary
Compensation
Table total
Stock and option
awards granted
during year and
included in the
Summary
Compensation
Table
Year-end fair value
of stock and option
awards granted
during year and
included in the
Summary
Compensation Table
Change in fair
value of stock and
option awards
granted in any
prior year
remaining
unvested as of
year-end
Change in fair
value as of the
vesting date of
stock and option
awards granted in
any prior year
Year-end fair value
of Premium Award
shares at the end
of three-year
performance
period1
Total
2024
$30,138,094
$(17,350,017)
$18,811,057
$7,775,398
$5,497,020
$10,490,006
$55,361,558
2023
$27,661,317
$(15,650,006)
$16,955,424
$423,109
$(2,704,453)
$9,017,626
$35,703,017
2022
$25,152,070
$(14,647,433)
$18,365,019
$6,082,084
$1,955,057
$7,253,769
$44,160,566
2021
$23,181,184
$(13,121,951)
$16,059,140
$7,561,095
$1,856,572
$6,492,703
$42,028,742
2020
$20,328,167
$(12,042,356)
$13,053,849
$(53,169)
$(11,308,342)
$4,641,458
$14,619,607
Reflects year-end fair value of performance share Premium Awards at the end of the three-year performance period based on the probable outcome of satisfaction of performance criteria consistent with the fair value methodology to account for Premium Awards for financial reporting purposes in accordance with U.S. GAAP. For 2024, 2023, 2022, 2021 and 2020, the table reflects performance share Premium Awards granted in 2022, 2021, 2020, 2019 and 2018, respectively.
(c)
For the other NEOs, the following are the amounts deducted from and added to the Summary Compensation Table amount to derive the “average compensation actually paid” as determined in accordance with SEC regulations:
Year
Summary
Compensation
Table total
Stock and option
awards granted
during year and
included in the
Summary
Compensation
Table
Year-end fair value
of stock and option
awards granted
during year and
included in the
Summary
Compensation Table
Change in fair
value of stock and
option awards
granted in any
prior year
remaining
unvested as of
year-end
Change in fair
value as of the
vesting date of
stock and option
awards granted in
any prior year
Year-end fair value
of Premium Award
shares at the end
of three-year
performance
period1
Total2
2024
$8,989,215
$(4,722,436)
$5,150,896
$2,070,807
$1,274,426
$2,686,661
$15,449,569
2023
$7,867,777
$(3,829,366)
$4,169,896
$95,118
$(494,626)
$1,644,466
$9,453,265
2022
$8,148,565
$(4,134,431)
$5,183,762
$1,497,256
$459,212
$1,300,382
$12,454,746
2021
$7,014,834
$(3,592,519)
$4,424,191
$1,545,637
$357,278
$1,210,662
$10,960,083
2020
$6,700,291
$(3,121,085)
$3,383,235
$(14,102)
$(2,435,364)
$941,683
$5,454,658
Reflects year-end fair value of performance share Premium Awards at the end of the three-year performance period based on the probable outcome of satisfaction of performance criteria consistent with the fair value methodology to account for Premium Awards for financial reporting purposes in accordance with U.S. GAAP. For 2024, 2023, 2022, 2021 and 2020, the table reflects performance share Premium Awards granted in 2022, 2021, 2020, 2019 and 2018, respectively.
No adjustment to the change in fair value of Mr. Krump’s pension benefit for 2020, 2021 and 2022 is required because benefit accruals in the Chubb Corp. Pension Plan and Chubb Corp. Pension Excess Benefit Plan were frozen effective as of December 31, 2019.
(d)
For purposes of calculating cumulative total shareholder return (TSR) of the Company and peer group, (i) 2024 TSR is based on 2020-2024 results; (ii) 2023 TSR is based on 2020-2023 results; (iii) 2022 TSR is based on 2020-2022 results; (iv) 2021 TSR is based on 2020-2021 results; and (v) 2020 TSR is based on 2020 results. The peer group used in this table is the Company’s Financial Performance Peer Group for TSR comparative purposes described elsewhere in this proxy statement. These companies for each period presented are The Allstate Corporation, American International Group, Inc., CNA Financial Corporation, The Hartford Financial Services Group, Inc., The Travelers Companies, Inc. and Zurich Insurance Group. The TSR of each company in the peer group has been weighted according to its respective stock market capitalization at the beginning of each period for which a TSR is provided. Calculations for both the Company and peer group include reinvested dividends.
       
Company Selected Measure Name Coreoperatingincome        
Named Executive Officers, Footnote
(a)
The principal executive officer (PEO) for each year reflected in the table is Evan G. Greenberg, the Company’s Chairman and CEO. The non-PEO NEOs are John W. Keogh; John J. Lupica; Peter C. Enns (for years 2021-2024); Juan Luis Ortega (for years 2023-2024), Sean Ringsted (for year 2023); Paul J. Krump (for years 2020-2022); and Philip V. Bancroft (for years 2020-2021).
       
Peer Group Issuers, Footnote
(d)
For purposes of calculating cumulative total shareholder return (TSR) of the Company and peer group, (i) 2024 TSR is based on 2020-2024 results; (ii) 2023 TSR is based on 2020-2023 results; (iii) 2022 TSR is based on 2020-2022 results; (iv) 2021 TSR is based on 2020-2021 results; and (v) 2020 TSR is based on 2020 results. The peer group used in this table is the Company’s Financial Performance Peer Group for TSR comparative purposes described elsewhere in this proxy statement. These companies for each period presented are The Allstate Corporation, American International Group, Inc., CNA Financial Corporation, The Hartford Financial Services Group, Inc., The Travelers Companies, Inc. and Zurich Insurance Group. The TSR of each company in the peer group has been weighted according to its respective stock market capitalization at the beginning of each period for which a TSR is provided. Calculations for both the Company and peer group include reinvested dividends.
       
PEO Total Compensation Amount $ 30,138,094 $ 27,661,317 $ 25,152,070 $ 23,181,184 $ 20,328,167
PEO Actually Paid Compensation Amount $ 55,361,558 35,703,017 44,160,566 42,028,742 14,619,607
Adjustment To PEO Compensation, Footnote
(b)
For Mr. Greenberg, the following are the amounts deducted from and added to the Summary Compensation Table amount to derive the “compensation actually paid” as determined in accordance with SEC regulations:
Year
Summary
Compensation
Table total
Stock and option
awards granted
during year and
included in the
Summary
Compensation
Table
Year-end fair value
of stock and option
awards granted
during year and
included in the
Summary
Compensation Table
Change in fair
value of stock and
option awards
granted in any
prior year
remaining
unvested as of
year-end
Change in fair
value as of the
vesting date of
stock and option
awards granted in
any prior year
Year-end fair value
of Premium Award
shares at the end
of three-year
performance
period1
Total
2024
$30,138,094
$(17,350,017)
$18,811,057
$7,775,398
$5,497,020
$10,490,006
$55,361,558
2023
$27,661,317
$(15,650,006)
$16,955,424
$423,109
$(2,704,453)
$9,017,626
$35,703,017
2022
$25,152,070
$(14,647,433)
$18,365,019
$6,082,084
$1,955,057
$7,253,769
$44,160,566
2021
$23,181,184
$(13,121,951)
$16,059,140
$7,561,095
$1,856,572
$6,492,703
$42,028,742
2020
$20,328,167
$(12,042,356)
$13,053,849
$(53,169)
$(11,308,342)
$4,641,458
$14,619,607
Reflects year-end fair value of performance share Premium Awards at the end of the three-year performance period based on the probable outcome of satisfaction of performance criteria consistent with the fair value methodology to account for Premium Awards for financial reporting purposes in accordance with U.S. GAAP. For 2024, 2023, 2022, 2021 and 2020, the table reflects performance share Premium Awards granted in 2022, 2021, 2020, 2019 and 2018, respectively.
       
Non-PEO NEO Average Total Compensation Amount $ 8,989,215 7,867,777 8,148,565 7,014,834 6,700,291
Non-PEO NEO Average Compensation Actually Paid Amount $ 15,449,569 9,453,265 12,454,746 10,960,083 5,454,658
Adjustment to Non-PEO NEO Compensation Footnote
(c)
For the other NEOs, the following are the amounts deducted from and added to the Summary Compensation Table amount to derive the “average compensation actually paid” as determined in accordance with SEC regulations:
Year
Summary
Compensation
Table total
Stock and option
awards granted
during year and
included in the
Summary
Compensation
Table
Year-end fair value
of stock and option
awards granted
during year and
included in the
Summary
Compensation Table
Change in fair
value of stock and
option awards
granted in any
prior year
remaining
unvested as of
year-end
Change in fair
value as of the
vesting date of
stock and option
awards granted in
any prior year
Year-end fair value
of Premium Award
shares at the end
of three-year
performance
period1
Total2
2024
$8,989,215
$(4,722,436)
$5,150,896
$2,070,807
$1,274,426
$2,686,661
$15,449,569
2023
$7,867,777
$(3,829,366)
$4,169,896
$95,118
$(494,626)
$1,644,466
$9,453,265
2022
$8,148,565
$(4,134,431)
$5,183,762
$1,497,256
$459,212
$1,300,382
$12,454,746
2021
$7,014,834
$(3,592,519)
$4,424,191
$1,545,637
$357,278
$1,210,662
$10,960,083
2020
$6,700,291
$(3,121,085)
$3,383,235
$(14,102)
$(2,435,364)
$941,683
$5,454,658
Reflects year-end fair value of performance share Premium Awards at the end of the three-year performance period based on the probable outcome of satisfaction of performance criteria consistent with the fair value methodology to account for Premium Awards for financial reporting purposes in accordance with U.S. GAAP. For 2024, 2023, 2022, 2021 and 2020, the table reflects performance share Premium Awards granted in 2022, 2021, 2020, 2019 and 2018, respectively.
No adjustment to the change in fair value of Mr. Krump’s pension benefit for 2020, 2021 and 2022 is required because benefit accruals in the Chubb Corp. Pension Plan and Chubb Corp. Pension Excess Benefit Plan were frozen effective as of December 31, 2019.
       
Compensation Actually Paid vs. Total Shareholder Return [MISSING IMAGE: lc_cumutotal-pn.jpg]        
Compensation Actually Paid vs. Net Income
Net Income and Core Operating Income to “Compensation Actually Paid”
[MISSING IMAGE: lc_netincomecoreop-pn.jpg]
       
Compensation Actually Paid vs. Company Selected Measure
Net Income and Core Operating Income to “Compensation Actually Paid”
[MISSING IMAGE: lc_netincomecoreop-pn.jpg]
       
Total Shareholder Return Vs Peer Group
[MISSING IMAGE: lc_cumutotal-pn.jpg]
       
Tabular List, Table
Most Important Financial Performance Measures
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 Amount $ 194.17 156.73 150.44 129.69 101.42
Peer Group Total Shareholder Return Amount 181.73 142.44 133.77 115.42 93.94
Net Income (Loss) $ 9,272,000,000 $ 9,028,000,000 $ 5,246,000,000 $ 8,525,000,000 $ 3,533,000,000
Company Selected Measure Amount 9,197,000,000 9,337,000,000 6,429,000,000 5,586,000,000 3,313,000,000
PEO Name Evan G. Greenberg        
Percentage Of Core Operating Return On Equity 13.90% 15.40% 11.10% 9.90% 6.20%
Percentage Of Core Operating Return On Tangible Equity 21.60% 24.20% 17.00% 15.30% 9.80%
Percentage Of P&C Combined Ratio 86.60% 86.50% 87.60% 89.10% 96.10%
Percentage Of Tangible Book Value Per Share Growth 14.10% 21.30% (20.40%) 7.60% 12.20%
Measure:: 1          
Pay vs Performance Disclosure          
Name Core operating income        
Measure:: 2          
Pay vs Performance Disclosure          
Compensation Actually Paid vs. Other Measure [MISSING IMAGE: lc_coreoperat-pn.jpg]        
Name Core operating return on equity        
Measure:: 3          
Pay vs Performance Disclosure          
Compensation Actually Paid vs. Other Measure [MISSING IMAGE: lc_coreoperat-pn.jpg]        
Name Core operating return on tangible equity        
Measure:: 4          
Pay vs Performance Disclosure          
Compensation Actually Paid vs. Other Measure
[MISSING IMAGE: lc_pandccomb-pn.jpg]
       
Name P&C combined ratio        
Measure:: 5          
Pay vs Performance Disclosure          
Compensation Actually Paid vs. Other Measure
[MISSING IMAGE: lc_tangible-pn.jpg]
       
Name Tangible book value per share growth        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (17,350,017) $ (15,650,006) $ (14,647,433) $ (13,121,951) $ (12,042,356)
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 7,775,398 423,109 6,082,084 7,561,095 (53,169)
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 18,811,057 16,955,424 18,365,019 16,059,140 13,053,849
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,497,020 (2,704,453) 1,955,057 1,856,572 (11,308,342)
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 10,490,006 9,017,626 7,253,769 6,492,703 4,641,458
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (4,722,436) (3,829,366) (4,134,431) (3,592,519) (3,121,085)
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,070,807 95,118 1,497,256 1,545,637 (14,102)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 5,150,896 4,169,896 5,183,762 4,424,191 3,383,235
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,274,426 (494,626) 459,212 357,278 (2,435,364)
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 2,686,661 $ 1,644,466 $ 1,300,382 $ 1,210,662 $ 941,683
v3.25.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2024
Feb. 26, 2024
USD ($)
$ / shares
Award Timing Disclosures [Line Items]    
Award Timing MNPI Disclosure
The Compensation Committee grants long-term equity awards annually on a predetermined schedule. The awards are approved on the day of the annual February Board of Directors meeting, with a grant date of the Monday following
the meeting. The grant date is approximately three to four weeks following the public disclosure of the Company’s year-end financial results. The Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information, and does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
From time to time, the Compensation Committee may make off-cycle grants to officers to recognize mid-year promotions or other circumstances. Officers who join the Company after February in a given year may be granted equity awards following their start date.
The number of shares to be covered by a performance-based or time-based equity grant is the closing price of our Common Shares on the NYSE on the grant date. For option grants, the option exercise price is the closing price of our Common Shares on the grant date. To determine the number of shares for an option award, we use a notional Black-Scholes option value of 25% of the stock price, calculated in each case at the time that we granted the option.
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.
As described above and in “Compensation Discussion & Analysis — Compensation Governance Practices and Policies — Equity Award Grants: Timing and Pricing”, one of our NEOs was granted stock options one business day following the date we filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the 2023 10-K). The award was part of the regularly scheduled annual equity award grant to the NEOs and other eligible employees for prior year performance. In accordance with SEC regulations, the following table provides certain information about the February 2024 stock option award granted to this NEO. None of the other NEOs received a stock option award in 2024.
Name
Grant Date
Number of
securities
underlying
the award
Exercise
price of
the award
($/share)
Grant
date fair
value
of the
award
Percentage change in the
closing market price of the
securities underlying the
award between the trading
day ending immediately
prior to the disclosure of
material nonpublic
information and the trading
day beginning immediately
following the disclosure of
material nonpublic
information1
Juan Luis Ortega
February 26, 2024
9,811
$254.84
$714,045
(0.46)%
1
The 2023 10-K was filed with the SEC after market close and completion of the trading day on February 23, 2024. The percentage change presented is therefore the difference between the closing price on February 23, 2024 and the closing price on February 26, 2024, the grant date. The references to material non-public information in the column heading conform to the heading set forth in the applicable SEC regulation and should therefore not be interpreted to mean that the 2023 10-K included material non-public information that was not previously publicly disclosed.
 
Award Timing Method The awards are approved on the day of the annual February Board of Directors meeting, with a grant date of the Monday following
the meeting. The grant date is approximately three to four weeks following the public disclosure of the Company’s year-end financial results. The Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information, and does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
 
Award Timing Predetermined true  
Award Timing MNPI Considered false  
Award Timing, How MNPI Considered The Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information, and does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.  
MNPI Disclosure Timed for Compensation Value false  
Awards Close in Time to MNPI Disclosures, Table
Name
Grant Date
Number of
securities
underlying
the award
Exercise
price of
the award
($/share)
Grant
date fair
value
of the
award
Percentage change in the
closing market price of the
securities underlying the
award between the trading
day ending immediately
prior to the disclosure of
material nonpublic
information and the trading
day beginning immediately
following the disclosure of
material nonpublic
information1
Juan Luis Ortega
February 26, 2024
9,811
$254.84
$714,045
(0.46)%
1
The 2023 10-K was filed with the SEC after market close and completion of the trading day on February 23, 2024. The percentage change presented is therefore the difference between the closing price on February 23, 2024 and the closing price on February 26, 2024, the grant date. The references to material non-public information in the column heading conform to the heading set forth in the applicable SEC regulation and should therefore not be interpreted to mean that the 2023 10-K included material non-public information that was not previously publicly disclosed.
 
​Juan Luis Ortega [Member]    
Awards Close in Time to MNPI Disclosures    
Name   Juan Luis Ortega
Underlying Securities   9,811
Exercise Price | $ / shares   $ 254.84
Fair Value as of Grant Date | $   $ 714,045
Underlying Security Market Price Change   (0.46)
v3.25.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true