CHUBB LTD (CB)
Sector: Financials
2026 Annual Meeting Analysis
CHUBB LTD · Meeting: May 21, 2026
Directors FOR
13
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of the Board of Directors
Chubb's 3-year total return of 74.3% is strong positive, and the gap versus the company-disclosed peer group median (-15.7pp) is well below the 65pp threshold required to trigger an against vote; no overboarding, independence, or attendance issues identified.
No TSR trigger fires (same analysis as above); Connors is a sitting CEO but holds only one outside public board seat (Chubb), meeting the policy limit; no attendance or independence issues.
No TSR trigger fires; Atieh has relevant financial expertise (former CFO, audit committee chair experience) and no overboarding or independence concerns identified.
Joined in 2023, within the 24-month exemption window for the TSR trigger; strong financial credentials as a current CFO and CPA; no other policy flags.
Joined in 2024, within the 24-month exemption window for the TSR trigger; extensive CFO and financial leadership background; no other policy flags.
Joined in 2023, within the 24-month exemption window for the TSR trigger; brings deep financial services CEO experience; no overboarding or independence concerns.
Joined in 2025, clearly within the 24-month new-director exemption; brings Asia-focused investment and economic expertise; no policy flags.
No TSR trigger fires; brings executive leadership and finance background; no overboarding, attendance, or independence issues identified.
No TSR trigger fires; extensive capital markets and financial services background suits the audit committee chair role; no policy flags identified.
No TSR trigger fires; 25 years as an insurance industry financial analyst provides directly relevant expertise; no overboarding or independence concerns.
No TSR trigger fires; former Morgan Stanley CFO with accounting (Price Waterhouse) and risk committee experience; no policy flags.
No TSR trigger fires; brings Swiss banking and regulatory expertise directly relevant to Chubb's Swiss domicile; no overboarding or independence issues.
No TSR trigger fires; brings government, regulatory, and cybersecurity expertise; no overboarding or independence concerns identified.
All 13 director nominees pass the policy screens. Chubb's 3-year total return of 74.3% is strongly positive, and the company trails its disclosed peer group median by only 15.7 percentage points — well short of the 65-point threshold needed to trigger an against vote for long-tenured directors. Four directors who joined in 2023 or later are within the 24-month new-director exemption. No overboarding, attendance, independence, or qualifications concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Evan G. Greenberg
Total Comp
$33,180,582
Prior Support
N/A
CEO total compensation of approximately $33.2 million is high in absolute terms but reflects Chubb's scale as a $129 billion market cap global insurer — the largest in its class — and is broadly in line with what peers of comparable size and complexity pay their chief executives. Pay structure is exemplary: approximately 95% of CEO pay is variable or at-risk, 100% of annual equity awards are performance-based (using three-year cliff-vesting performance stock awards tied to tangible book value growth and combined ratio), and a TSR modifier adjusts payouts up or down. Chubb delivered record financial results in 2025 and its 3-year total shareholder return of 74.3% significantly outpaces the XLF financial sector ETF (67.1%), so above-benchmark incentive pay is supported by shareholder outcomes; the program includes robust clawback and share ownership requirements, and no governance red flags — such as prior year say-on-pay support below 70% — were identified.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
40 yrs
Audit Fees
$33,932,000
Non-Audit Fees
$4,130,000
Non-audit fees (audit-related fees of $1,974,000 plus tax fees of $1,912,000 plus all other fees of $244,000 = $4,130,000) represent approximately 12% of audit fees ($33,932,000), well below the 50% threshold that would trigger a no vote. PwC has served since 1985 (approximately 40 years), which exceeds the 25-year tenure threshold; however, the proxy discloses that the audit committee specifically considered tenure, regularly reviews auditor rotation, is directly involved in lead partner selection upon mandated rotation, and evaluated global capabilities and audit quality — this constitutes a specific and compelling rationale for continued engagement, so the tenure trigger does not override an otherwise clean fee analysis. PwC is a Big 4 firm fully adequate for a $129 billion market cap global insurer.
Overall Assessment
This is a clean ballot for a well-governed, high-performing global insurer. All 13 director nominees pass policy screens, the auditor fee ratio is well within limits, and the CEO pay program is heavily performance-based with 95% at-risk compensation aligned with record 2025 financial results and strong shareholder returns. No stockholder proposals were identified in the filing, and all board-proposed items are routine or supportable.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing