HARTFORD INSURANCE GROUP INC (HIG)
Sector: Financials
2026 Annual Meeting Analysis
HARTFORD INSURANCE GROUP INC · Meeting: May 20, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Joined the board in July 2025, well within the 24-month exemption window, so the TSR trigger does not apply; brings strong C-suite and financial expertise as former CEO and CFO of American Tower; attendance below 75% in 2025 is explained by pre-existing scheduling conflicts at the time of his mid-year appointment, which the board acknowledged, and is not a pattern of disengagement.
HIG's 3-year price return of 116.4% is strongly positive, and HIG outperformed the ^GSPC (S&P 500) benchmark by +50.5 percentage points over three years, well below the 65-percentage-point threshold required to trigger an AGAINST vote; no overboarding, attendance, or independence concerns identified.
HIG's strong outperformance versus the ^GSPC (S&P 500) does not meet the 65-percentage-point threshold for a strong-positive TSR period; no overboarding, attendance, or independence issues identified.
HIG's 3-year TSR outperforms the ^GSPC (S&P 500) by +50.5 percentage points, below the 65-percentage-point trigger threshold; Fetter serves on one outside public board (Omada Health) and holds the Lead Director role, well within overboarding limits; no independence or attendance concerns.
HIG's TSR outperformance versus the ^GSPC (S&P 500) does not breach the 65-percentage-point trigger; James serves on one outside public board (Victoria's Secret), is chair of the Audit Committee, and the proxy confirms all audit committee members are financially literate and audit committee financial experts.
Joined the board in February 2025, within the 24-month new-director exemption period, so the TSR trigger does not apply; brings relevant technology, AI, and consulting leadership experience as former CEO of Accenture Strategy and Consulting; no overboarding or independence concerns.
HIG's TSR outperformance versus the ^GSPC (S&P 500) at +50.5 percentage points does not meet the 65-percentage-point trigger threshold; Roseborough serves on no outside public boards and brings deep regulatory, governance, and legal expertise; no concerns identified.
HIG's strong 3-year TSR performance relative to the ^GSPC (S&P 500) does not trigger the AGAINST threshold; Ruesterholz serves on no current outside public boards and brings extensive operational and technology leadership from a Fortune 100 career; no concerns identified.
As CEO and executive director, Swift is subject to the same TSR trigger as independent directors; HIG's 3-year TSR outperformance versus the ^GSPC (S&P 500) at +50.5 percentage points does not breach the 65-percentage-point threshold for a strong-positive TSR period; he holds one outside board seat (Citizens Financial Group), within the two-board limit for sitting CEOs under company policy and our policy.
HIG's TSR outperformance versus the ^GSPC (S&P 500) at +50.5 percentage points does not meet the 65-percentage-point trigger; Winter serves on two outside public boards (ADT and H&R Block), which is within the four-board limit for non-CEOs; brings deep insurance industry expertise relevant to HIG's business.
Joined the board in 2024, within the 24-month new-director exemption period, so the TSR trigger does not apply; brings CFO-level financial expertise from ADP and MSCI, directly relevant to audit committee service; no overboarding or independence concerns.
All eleven director nominees receive a FOR vote. HIG's 3-year stock return of +116.4% outpaces the ^GSPC (S&P 500) by +50.5 percentage points, which falls short of the 65-percentage-point threshold required to trigger AGAINST votes for directors serving during that period. The three directors who joined in 2024-2025 (Bartlett, Rippert, Winters) are within the 24-month new-director exemption and are not subject to the TSR trigger. No overboarding, independence, attendance pattern, or qualification concerns are identified for any nominee.
Say on Pay
✓ FORCEO
Christopher Swift
Total Comp
$22,114,212
Prior Support
92%%
The prior year Say on Pay vote of approximately 92% support reflects strong shareholder endorsement, well above the 70% threshold that would require a response. The compensation program is heavily weighted toward variable pay — 93% of CEO target pay and 83% of other named executive officers' target pay is performance-based — satisfying the policy requirement that at least 50-60% of senior executive pay be variable. Pay-for-performance alignment is strong: the 2023-2025 performance stock awards paid out at 176% of target, supported by HIG's TSR ranking at the 80th percentile of performance peers and a three-year average core return on equity of 17.4%, and the company's three-year stock return of +116.4% substantially outpaced the ^GSPC (S&P 500) by +50.5 percentage points, meaning above-target incentive pay was clearly earned by shareholders' experience.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
23 yrs
Audit Fees
$11,490,000
Non-Audit Fees
$1,782,000
Non-audit fees (audit-related fees of $1,596,000 plus tax fees of $60,000 plus all other fees of $126,000, totaling $1,782,000) represent approximately 15.5% of core audit fees of $11,490,000, well below the 50% threshold that would raise independence concerns. Deloitte has served as HIG's auditor since 2002, giving it approximately 23 years of tenure, which is below the 25-year threshold that would trigger a negative flag. HIG is a large-cap company ($39.4 billion market cap) and Deloitte is a Big 4 firm, fully appropriate for this size and complexity of engagement.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Shareholder Proposal that the Company Adopt Written Consent Rights for Shareholders
The filer identity is not clearly established as an ideological actor, so the proposal is evaluated on its merits. HIG already provides shareholders with the right to call a special meeting at a 25% ownership threshold, which gives shareholders a meaningful way to force board action between annual meetings without bypassing the transparency and equal-access protections of a shareholder meeting. Written consent procedures allow a small group of large shareholders to take corporate actions without a public meeting, notice period, or opportunity for all shareholders to participate and debate — this is a genuine governance concern. During HIG's 2025 engagement program covering approximately 47% of shares outstanding, shareholders did not raise concerns about the existing special meeting right, suggesting the current framework is viewed as adequate by the institutional shareholder base, and no prior-year vote history indicates a pattern of unaddressed shareholder demand for this change.
Overall Assessment
The 2026 Hartford Insurance Group annual meeting ballot is straightforward, with FOR votes on all eleven director nominees, auditor ratification, and Say on Pay, all supported by HIG's exceptional 3-year stock performance of +116.4% — outpacing the ^GSPC (S&P 500) by +50.5 percentage points — strong pay-for-performance alignment, and clean audit fee ratios. The sole stockholder proposal seeking written consent rights receives an AGAINST vote because HIG's existing 25% special meeting threshold already provides a meaningful shareholder check, and the written consent mechanism would bypass the transparency and equal-access protections of a formal shareholder meeting without a demonstrated shareholder demand for the change.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing