Sector: Financials
TRAVELERS COMPANIES INC · Meeting: May 20, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Joined in 2023 (within 24 months), exempt from TSR trigger; strong financial accounting credentials as former FASB Chairman and audit partner are highly relevant for an insurance holding company.
TRV's 3-year TSR of +82.4% outperforms the peer group median of +79.0% by +3.4pp, far below the 50pp trigger threshold for a strong-positive TSR company; no overboarding, attendance, or independence concerns.
TRV's 3-year TSR exceeds peer median by +3.4pp, well within the 50pp threshold; insurance industry experience as former AIG executive and Connecticut Insurance Commissioner is directly relevant.
As CEO-director, subject to the same TSR trigger as all directors; TRV outperforms peer median by +3.4pp over 3 years, no trigger fires; no overboarding concerns as he holds no outside public company board seats.
TRV's 3-year TSR exceeds peer median, no TSR trigger; serves on Verizon, VF Corporation, and MFS Mutual Funds boards — three seats total for a non-executive director, which is within the four-seat overboarding threshold.
Joined in 2022 — more than 24 months ago but tenure overlaps less than the full 3-year performance window; TSR gap is only +3.4pp above peer median so no trigger fires regardless; technology and financial services expertise is relevant.
TRV's 3-year TSR exceeds peer median by +3.4pp, no TSR trigger; her Goldman Sachs treasury and capital markets background is highly relevant for an insurer managing a $100B+ investment portfolio.
Joined in 2024, within the 24-month new-director exemption period; retired Deloitte principal with financial advisory and risk management expertise appropriate for the audit and risk committees he serves on.
All eight director nominees receive a FOR vote. TRV's 3-year total shareholder return of +82.4% outperforms the company-disclosed peer group median of +79.0% by +3.4 percentage points, well below the 50pp underperformance threshold that would trigger a negative vote for a company with strong positive returns. No directors are overboarded, attendance was at or above 75% for all nominees, all committee assignments respect independence requirements, and the board has no familial-relationship independence concerns.
CEO
Alan D. Schnitzer
Total Comp
$26,968,756
Prior Support
N/A
CEO total compensation of approximately $26.97 million reflects a pay mix that is 95% performance-based (32% annual cash bonus, 38% performance stock awards, and 25% stock options), with fixed base salary representing only 5% of total pay — well within the policy's 40% fixed-pay ceiling and comfortably above the 50-60% variable pay floor. The company's 3-year total shareholder return of +82.4% is in line with the peer group median of +79.0%, so above-benchmark incentive pay is justified by shareholder outcomes. The pay program uses meaningful long-term performance conditions: performance stock awards vest only upon meeting a 3-year adjusted core return on equity threshold, and stock options deliver value only if the stock price rises; there are no time-vested restricted shares, no guaranteed awards, and a robust clawback policy is in place.
Auditor
KPMG LLP
Tenure
32 yrs
Audit Fees
$12,166,900
Non-Audit Fees
$3,087,800
KPMG has served as TRV's auditor since 1994 (approximately 32 years), which exceeds the 25-year threshold that would normally trigger a negative vote. However, the proxy discloses a specific and compelling rationale for continued engagement: the Audit Committee periodically reviews whether to rotate the auditor and is directly involved in selecting KPMG's lead audit partner upon each mandated rotation, demonstrating active oversight of independence. The non-audit fee ratio (audit-related fees of $2,944,900 plus tax fees of $142,900 equals $3,087,800 in non-audit fees against $12,166,900 in audit fees) is approximately 25%, well below the 50% threshold. The elevated audit-related fees in 2025 are explained by a one-time carve-out audit related to the sale of the Canadian business, a non-recurring transaction, and no material restatements are disclosed. On balance, the tenure concern is mitigated by disclosed audit committee oversight practices, and all other checks pass.
2 proposals submitted by shareholders
Proposal 5
As You Sow is a well-known ESG advocacy organization whose proposals consistently serve progressive climate-policy goals rather than neutral fiduciary interests; under the voting policy, proposals from ideological filers are voted against regardless of how the request is framed. Even evaluating the proposal on its merits, it received only approximately 13% shareholder support when an identical resolution appeared on last year's ballot, which is well below the threshold that would signal a genuine shareholder concern. The company already publishes a comprehensive TCFD Report with detailed climate risk, underwriting, and investment portfolio disclosures, and its opposition statement credibly disputes the factual premises of the proposal, further reducing the case for additional prescriptive reporting.
Proposal 6
John Chevedden is a well-established individual governance activist with a strong track record of raising legitimate structural governance issues, and this proposal deserves evaluation on its merits. Separating the CEO and board chairman roles is a mainstream governance improvement that reduces the conflict of interest inherent in having the same person set both management priorities and board oversight agendas; roughly half of S&P 500 companies have already adopted an independent chair or equivalent structure. While Travelers does have an independent Lead Director with meaningful authority, the Lead Director role is structurally subordinate to a combined Chairman-CEO and cannot fully replicate the independence and accountability that a separate board chair provides to shareholders. The company's strong financial performance does not eliminate the governance concern — structural oversight matters regardless of near-term results.
The Travelers Companies' 2026 annual meeting ballot is largely straightforward: all eight director nominees receive a FOR vote supported by strong 3-year TSR performance in line with disclosed peers, and the say-on-pay program earns support given its 95% performance-based pay structure and alignment with shareholder returns. The auditor ratification passes on balance despite KPMG's 32-year tenure because the audit committee discloses active oversight and partner rotation practices, and the non-audit fee ratio is well within acceptable limits; the two stockholder proposals split — the As You Sow climate-disclosure proposal is voted against as an ideological filing with only 13% prior-year support, while John Chevedden's independent board chairman proposal receives a FOR vote as a credible governance improvement from a recognized activist whose structural concern about the combined CEO-Chairman role is legitimate regardless of the company's strong performance.
13 companies disclosed in 2026 proxy filing
