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
AGAINST
Director Elections
Election of the Board of Directors
Chubb's 3-year total return of 76% is only 8.6 percentage points below the peer group median of 84.6%, well inside the 65-point threshold that would trigger an against vote for a company with strong positive returns; no overboarding, independence, attendance, or qualifications concerns apply to the CEO/Chairman role.
No TSR trigger applies (3-year gap vs. peer median is only -8.6pp, far below the 65pp threshold); Mr. Connors is the sitting CEO of Information Services Group and holds only one outside public board seat (Chubb), satisfying the policy's two-seat maximum for sitting CEOs.
No TSR underperformance trigger applies; Mr. Atieh brings deep financial and audit expertise and has served with distinction for over 35 years, with no attendance, overboarding, or independence concerns noted.
Joined the board in 2023 (approximately 3 years of tenure), and no TSR trigger applies; Ms. Buese is a CPA and former CFO with clear financial expertise appropriate for the Audit Committee.
Joined the board in 2024 and has served fewer than 24 months, qualifying for the new-director exemption from the TSR trigger; brings strong CFO and financial services background relevant to the Audit Committee role.
Joined in 2023 (approximately 3 years of tenure) and no TSR trigger fires; Mr. Corbat's background as CEO of a major global bank provides highly relevant financial services and regulatory expertise.
Joined the board in 2025 and has served fewer than 24 months, qualifying for the new-director exemption from the TSR trigger; brings valuable Asia-Pacific and international financial expertise.
No TSR underperformance trigger applies; Mr. Hugin offers broad executive leadership and capital markets expertise with no attendance, overboarding, or independence concerns.
No TSR trigger applies; Mr. Scully chairs the Audit Committee and brings deep capital markets and risk management experience, with confirmed financial expertise as a former Co-President of Morgan Stanley.
No TSR trigger applies; Mr. Shasta's 25-year career as an insurance industry financial analyst provides directly relevant expertise for the Audit Committee, with no attendance or overboarding concerns.
No TSR trigger applies; Mr. Sidwell is a chartered accountant and former CFO of Morgan Stanley with deep financial and risk management expertise, fully qualified for his Nominating & Governance and Compensation committee roles.
No TSR trigger applies; Mr. Steimer's extensive Swiss banking background provides important value for a Swiss-domiciled insurer, and he chairs the Risk & Finance Committee with no overboarding or independence concerns.
No TSR trigger applies; Ms. Townsend brings government, regulatory, and cybersecurity expertise and chairs the Compensation Committee with no attendance or independence concerns.
All 13 director nominees receive a FOR vote. Chubb's 3-year total shareholder return of 76% trails the company-disclosed peer group median of 84.6% by only 8.6 percentage points, far below the 65-point threshold required to trigger an against vote for a company with strong positive absolute returns. Two directors (Fred Hu, Nelson J. Chai) joined within the past 24 months and are exempt from the TSR trigger. All directors are independent except the CEO, all committees are fully independent, no overboarding issues were identified, and meeting attendance was at least 75% for all directors.
Say on Pay
✓ FORCEO
Evan G. Greenberg
Total Comp
N/A
Prior Support
N/A
The CEO's total reported compensation of approximately $33.2 million is evaluated in the context of a $128 billion market-cap financial services company that delivered record operating results in 2025; approximately 95% of the CEO's pay is variable or at-risk, and 100% of annual equity awards are performance-based stock awards with three-year cliff vesting tied to tangible book value growth and the combined ratio, which are meaningful, hard-to-manipulate operating metrics. Chubb's 3-year stock return of 76% outpaces the XLF sector ETF by roughly 14.6 percentage points, and the company delivered record earnings across all three income sources, supporting the conclusion that above-benchmark variable pay is justified by actual shareholder and operating outcomes. The compensation program includes robust governance features — clawback policies, mandatory share ownership requirements (7x salary for the CEO), double-trigger change-in-control provisions, and no excessive perquisites — that meet the structural standards under our policy.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
41 yrs
Audit Fees
$33,932,000
Non-Audit Fees
$4,130,000
PwC (or its predecessor Coopers & Lybrand LLP) has audited Chubb since 1985, a relationship of approximately 41 years, which far exceeds the policy's 25-year tenure threshold that triggers a no vote. The non-audit fee ratio is approximately 12% of audit fees (well within the 50% threshold), so fees are not a concern, but the exceptionally long auditor tenure raises independence and professional skepticism concerns that the proxy does not adequately address with a specific rotation plan or equally compelling rationale.
Overall Assessment
The 2026 Chubb annual meeting ballot is largely routine, with FOR votes appropriate on all director elections (no TSR trigger fires given the 8.6-point peer-median gap versus a 65-point threshold) and on say-on-pay (record 2025 financial performance, 95% at-risk CEO pay, and rigorous performance-based equity structure justify total CEO compensation of approximately $33.2 million). The sole AGAINST vote is on auditor ratification of PricewaterhouseCoopers LLP, whose relationship with Chubb stretches back to 1985 — approximately 41 years — far exceeding the policy's 25-year independence threshold, with no compelling rotation plan disclosed to address the concern.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing