TRAVELERS COMPANIES INC
For the period ended May 21, 2025. Filed Apr 4, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 21, 2025 · Filed Apr 4, 2025
Contents
Proxy Statement Summary
This summary highlights certain information contained in this Proxy Statement, but does not contain all of the
information you should consider when voting your shares. Please read the entire Proxy Statement carefully before
voting.
| ITEM1 | Election of Directors | Your Board recommends a vote FOR each director nominee. |
|---|---|---|
| See Page 9 |
Director Nominees
| Russell G. Golden INDEPENDENTChairman of Financial Accounting Standards Board (retired)Committees: Audit, RiskDirector Since: 2023 | Todd C. Schermerhorn INDEPENDENTSenior Vice President and Chief Financial Officer of C. R. Bard, Inc. (retired) Independent Lead DirectorCommittees: Audit, Executive, Risk (Chair)Director Since: 2016 |
| Thomas B. Leonardi INDEPENDENTExecutive Vice President of American International Group, Inc. and Vice Chairman of AIG Life Holdings, Inc. (retired)Committees: Compensation, Executive, Investment and Capital Markets, Nominating and Governance (Chair)Director Since: 2021 | Alan D. SchnitzerChairman and Chief Executive Officer of TravelersCommittees: Executive (Chair)Director Since: 2015 |
| Clarence Otis Jr. INDEPENDENTChairman and Chief Executive Officer of Darden Restaurants, Inc. (retired)Committees: Compensation (Chair), Executive, Investment and Capital Markets, Nominating and GovernanceDirector Since: 2017 | Laurie J. Thomsen INDEPENDENTCo-Founder and Partner of Prism Venture Partners (retired)Committees: Audit, Risk Director Since: 2004 |
| Elizabeth E. Robinson INDEPENDENTGlobal Treasurer of The Goldman Sachs Group, Inc. (retired)Committees: Compensation, Executive, Investment and Capital Markets (Chair), Nominating and GovernanceDirector Since: 2020 | Bridget van Kralingen INDEPENDENTSenior Partner, Motive PartnersCommittees: Audit, RiskDirector Since: 2022 |
| Rafael Santana INDEPENDENTPresident and CEO of Westinghouse Air Brake Technologies CorporationCommittees: Compensation, Investment and Capital Markets, Nominating and GovernanceDirector Since: 2022 | David S. Williams INDEPENDENTPartner, Deloitte LLP (retired)Committees: Audit, RiskDirector Since: 2024 |
| 2 | The Travelers Companies, Inc. | 2025 Proxy Statement |
SUMMARY
The nominees represent a broad range of expertise, experience, viewpoints and backgrounds, as well as a mix of
tenure of service on the Board.
| Recent Board Refreshment | ||||
| 20201 new director•Elizabeth Robinson | 20211 new director •Thomas Leonardi1 director retired | 20222 new directors•Rafael Santana•Bridget van Kralingen | 20231 new director•Russell Golden | 20241 new director •David Williams4 directors retired |
INDEPENDENCE9 of 10
AGE~62 years average
TENURE~6 years average
DIVERSITY~60% diverse
For a discussion of the specific considerations with respect to these nominees, see “Director Nominations—Specific
Considerations Regarding the 2025 Nominees” on page 20.
Corporate Governance Highlights
The Board of Directors (the “Board”) of The Travelers Companies, Inc. (the “Company”) is committed to high standards
of corporate governance. Highlights include:
| Board Composition andAccountability | •All committees other than the Executive Committee are comprised solely of independent directors •Engaged independent Lead Director •Regular executive sessions of independent directors | •Active risk oversight •Director education on matters relevant to the Company, its business plan and risk profile •Annual Board evaluations |
|---|---|---|
| Shareholder Rights | •Annually elected directors •Majority voting standard for director elections •Single voting class | •Proxy access •No poison pill |
| Board Compensation | •Robust director stock ownership guidelines •Non-management directors currently receive more than 50% of their annual board and committee compensation in the form of deferred stock units | •Biennial review to assess the appropriateness of the Director Compensation Program |
| 2025 Proxy Statement | The Travelers Companies, Inc. | 3 |
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SUMMARY
| ITEM2 | Ratification of Independent Registered Public Accounting Firm | Your Board recommends a vote FOR this Item. |
|---|---|---|
| See Page 31 |
| ITEM3 | Non-Binding Vote to Approve Executive Compensation | Your Board recommends a vote FOR this Item. |
|---|---|---|
| See Page 33 |
Executive Compensation Highlights
With our pay-for-performance philosophy and compensation objectives as our guiding principles, we deliver annual
executive compensation through the following elements:
| Element · CEOCompensation Mix · Other NEOs | ||||
|---|---|---|---|---|
| FIXED | Base SalaryPage 46 | •Base salaries are appropriately aligned with Compensation Comparison Group. | 6% | 12% |
| PERFORMANCE-BASED CASH | Annual Cash BonusPage 47 | •The Compensation Committee evaluates a broad range of financial and non-financial metrics in awarding performance-based incentives.•Core return on equity is a principal factor in the Committee’s evaluation of the Company’s performance. The Committee also considers other metrics, including core income and core income per diluted share, and the metrics that contribute to those results. | 30% | 45% |
| PERFORMANCE- BASED EQUITY | Long-Term Stock IncentivesPage 53 | •Annual awards of stock-based compensation are typically in the form of stock options and performance shares. Because our performance shares only vest if specified performance thresholds are met, and because stock options provide value only if our stock price appreciates, the Compensation Committee believes that such compensation is all performance-based.•The mix of long-term incentives for the CEO and other named executive officers is 60% performance shares and 40% stock options, based on the grant date value of the awards. | 64% | 43% |
| 4 | The Travelers Companies, Inc. | 2025 Proxy Statement |
SUMMARY
The Compensation Committee has adopted the following practices, among others:
| What We DO | What We DO NOT Do |
|---|---|
| Provide for a cap on the maximum cash bonus opportunity with regard to our Chief Executive Officer and, starting with annual cash bonuses to be awarded in 2026 for performance in 2025, all of our other named executive officers Maintain a robust share ownership requirement Maintain clawback policies giving us the ability to recover incentive awards from our executive officers Prohibit hedging transactions as specified in our securities trading policy Prohibit pledging shares without the consent of the Company (no pledges have been made) Engage in extensive outreach and maintain a regular dialogue with shareholders relating to the Company’s governance, compensation and sustainability practices Engage an independent consultant that works directly for the Compensation Committee and does not work for management | No excise tax “gross-up” payments in the event of a change in control No tax “gross-up” payments on perquisites for named executive officers No repricing of stock options and no buy-out of underwater options No excessive or unusual perquisites No dividends or dividend equivalents paid on unvested performance shares No above-market returns provided for in deferred compensation plans No guaranteed equity awards or bonuses for named executive officers |
| ITEM4 | Amendment to The Travelers Companies, Inc. 2023 Stock Incentive Plan | Your Board recommends a vote FOR this Item. |
|---|---|---|
| See Page 77 |
| ITEMS5-6 | Shareholder Proposals | Your Board recommends a vote AGAINST these Items. |
|---|---|---|
| See Pages 85–95 |
| 2025 Proxy Statement | The Travelers Companies, Inc. | 5 |
|---|
Shareholder Engagement and Board
Responsiveness
Travelers has long understood and valued the importance of a comprehensive shareholder outreach program to solicit
investor feedback and perspectives on topics that are important to the Company and its shareholders. Since 2009, the
Nominating and Governance Committee has overseen a comprehensive shareholder engagement program. Under this
program, management reaches out to the Company’s largest shareholders throughout the year to facilitate a dialogue
with respect to the Company’s financial results, corporate strategy, compensation practices and environmental, social
and governance matters. Management reports on the conversations with those investors to the Nominating and
Governance Committee and, as appropriate, to the Compensation Committee.
Our shareholder engagement program continues to influence and inform the Company’s policies, practices and
disclosures. For example, in the past few years, based in part on investor input, the Company has taken the following
actions:
| PRIOR YEARS | MOST RECENT FIVE YEARS | |||||
|---|---|---|---|---|---|---|
| •Significantly enhanced disclosure regarding pay practices, board tenure and political contributions and lobbying activities | •Amended the Company’s Nominating and Governance Committee charter to reference its oversight responsibilities, including with respect to political contributions, lobbying and charitable giving | •Further enhanced disclosure regarding political contributions and lobbying activities | •Significantly enhanced the disclosures in the Company’s TCFD Report with respect to the Company’s underwriting and investment portfolios | •Provided additional disclosure regarding the composition of the Company’s investment portfolio, including a quantification of greenhouse gas emissions for a portion of the portfolio where data is available | •Implemented a relative total shareholder return modifier to the Company’s performance share awards | |
| •Adopted a new policy related to the underwriting of, and investment in, coal/oil sands | ||||||
| •Significantly enhanced disclosure regarding the Board’s oversight of the Company’s enterprise risk management program, including with respect to risks related to changing climate conditions | •Implemented a cap on the maximum cash bonus opportunity applicable to all the Company’s named executive officers | |||||
| •Began publishing comprehensive sustainability reports on an annual basis, including reports that generally align with SASB standards and TCFD recommendations | •Significantly enhanced the Company’s TCFD Report, including by disclosing the results of climate scenario analyses conducted by independent, third-party firms with respect to the Company’s investment portfolio and certain aspects of its underwriting portfolio | •Fully implemented a shareholder proposal relating to lobbying by providing trade association disclosure | ||||
| •Provided enhanced disclosure with respect to the composition of the Company’s business mix as it relates to the energy industry | ||||||
| •Clarified the authority of the Board’s independent Lead Director in the Company’s Governance Guidelines | ||||||
| •Amended the Company’s executive stock ownership policy | ||||||
| •Modified the Company’s workforce diversity disclosure by disclosing its consolidated EEO-1 report | ||||||
| •Significantly enhanced disclosure regarding the Company’s robust governance and controls relating to underwriting and pricing | ||||||
| 6 | The Travelers Companies, Inc. | 2025 Proxy Statement |
In 2024, the Company again took an integrated approach to its shareholder engagement efforts, including with respect
to its financial results, corporate strategy, compensation practices and environmental, social and governance matters.
Throughout the year, we also sought additional opportunities to connect directly with our investors to discuss current
and emerging trends and to hear investor feedback.
| With whom we engaged | In 2024 and through the date of the filing of this proxy statement, we sought to meet with shareholders representing approximately 52% of the Company’s outstanding shares and engaged with shareholders representing approximately 45% of its outstanding shares. During that period and as part of our extensive outreach program, we met with many of our largest shareholders multiple times. We: •sought to meet with each of our top 20 shareholders and met with each of our top 10 shareholders and 14 of our top 20 shareholders; and•met with eight of our top 20 shareholders two or more times, and two of our top 10 shareholders three or more times. | |
| Ourrepresentatives | Members of the Company’s senior management and Board of Directors participated in our extensive engagements. Participants from the Company’s Board of Directors and senior management included, as appropriate, Travelers’: | |
| •CEO and Chairman of the Board•Chairman of Compensation Committee•Chairman of the Nominating and Governance Committee•Chief Sustainability Officer | •Chief Underwriting Officer•Corporate Secretary•Senior Vice President, Investor Relations•Vice Chairman and Chief Legal Officer | |
| Topics discussed | Topics discussed included, among others:•board composition and refreshment; •our comprehensive climate strategy and the board’s oversight of that strategy;•our deliberate risk/reward approach to underwriting;•our investment philosophy that focuses on stable and appropriate risk-adjusted returns; | •our executive compensation program;•the robust governance, processes and controls we have in place with respect to underwriting and pricing and the use of artificial intelligence;•our long-term approach to human capital management; and•our unique corporate culture. |
Engagement on Executive Compensation
We discuss our executive compensation program with
our shareholders each year as part of our ongoing
shareholder engagement. Our 2024 say-on-pay vote
received support from a substantial majority of our
shareholders. However, the level of support was lower
than in prior years. Accordingly, the Compensation
Committee sought additional input from shareholders
regarding various aspects of our executive compensation
program. Matters discussed included performance targets
used for performance share payouts, the use of a relative
performance metric to determine performance share
payouts, the implementation of limits on annual bonus
amounts for named executive officers and the use of
discretion in our bonus plan, among others.
Based, in part, on these extensive engagements with
our shareholders, we believe that a significant
majority of our shareholders continue to support our
approach with respect to executive compensation.
The following summarizes our conversations with
shareholders regarding some of the executive
compensation matters discussed and the Compensation
Committee’s 2025 executive compensation actions.
| 2025 Proxy Statement | The Travelers Companies, Inc. | 7 |
|---|
| Topics discussed | Our response |
| Target levels used for performance share payouts. Most investors were supportive of the Company’s process for determining target levels for performance share payouts and supportive of the target levels. A few investors sought confirmation that the Compensation Committee evaluates the targets used for performance share payouts on an annual basis to ensure that targets remain sufficiently rigorous. | As we have disclosed in past proxy statements, the Compensation Committee carefully assesses the targets used for performance share payouts on an annual basis to confirm that such targets remain sufficiently challenging. As part of its annual process and to reflect current underwriting and investment market conditions, the Compensation Committee increased the core return on equity targets required to achieve each vesting percentage included in the 2025 performance share awards by 75 basis points, and we enhanced our corresponding proxy statement disclosure. See page 56. |
| Use of a relative performance metric to determine performance share payouts. Most investors were supportive of the use of financial targets related to core return on equity in our performance share awards. A few investors expressed their view that performance share payouts should also include a relative performance component. | In response to investor feedback, starting with performance share awards granted in 2025, the Compensation Committee included a relative total shareholder return (“rTSR”) modifier with respect to the Company’s performance share awards, and we enhanced our corresponding proxy statement disclosure. See page 57. |
| Limits on annual bonus for executive officers. In addition to the existing cap on the maximum cash bonus opportunity for the CEO, a few shareholders expressed a preference for limits on the maximum cash bonus payouts for our other named executive officers. | In response to investor feedback, the Compensation Committee expanded the cap on the maximum cash bonus opportunity beyond the CEO to include all named executive officers, and we enhanced our corresponding proxy statement disclosure. See page 50. |
Approach to Annual Bonus Plan
In light of the focus of the proxy advisory firms on the use
of discretion in setting the annual cash bonus amounts in
lieu of a more formulaic approach, as part of our
extensive shareholder engagement process, we
specifically discussed with our shareholders the use of
discretion in our short-term incentive program. In
particular, we discussed the following:
The Compensation Committee continues to believe
that a purely formulaic approach to the
determination of performance-based compensation
is not an appropriate substitute for the
Compensation Committee's informed and thorough
deliberation and the application of its reasoned
business judgment.
The Compensation Committee believes that its
current approach, which is consistent with market
practice for companies in the financial services
industry, allows it to appropriately assess the
quality of the Company’s results and ensures that
executives are not unduly rewarded, or
disadvantaged, based purely on the application of a
mechanical formula.
While financial and other objectives communicated
to executives each year should be considered as
part of a company’s bonus program, those
objectives should be viewed as just the beginning,
not the end, of the Compensation Committee’s
determination of the executive annual bonus.
In exercising their prudential oversight responsibility,
regulators have long recognized that a thoughtful
independent compensation committee, steeped in
the specifics of the firm and industry, is ultimately
best suited to make executive compensation
determinations, while taking into account all relevant
factors, including a company’s short- and long-term
performance, the effectiveness of the company’s risk
management program, the company’s culture and
an executive’s leadership abilities and judgment.
| 8 | The Travelers Companies, Inc. | 2025 Proxy Statement |
A purely formulaic approach to the determination
of performance-based compensation could result
in unintended consequences, especially in the
context of the property and casualty industry.
In determining to maintain its present approach to
awarding annual bonuses, the Compensation
Committee took into account that the application of a
formulaic approach could be particularly damaging
in the property and casualty industry, where an
overly formulaic approach could create incentives
for management to relax underwriting or investment
standards to increase revenue and reported profit in
the near-term while creating excessive risk for
policyholders and shareholders over the longer
term.
In an industry in which the results of management
decisions may not be evident for many years and
can only be assessed in the context of a variety of
factors, including interest rates, reserve
developments, loss trends, catastrophes, weather
and the competitive environment, among others, the
Compensation Committee believes that
compensation decisions should only be made in the
context of a specific organization and leadership
team, rather than by reference to a one-size-fits all
model.
The Company is not aware of any evidence that
supports the proposition that companies with
formulaic compensation plans outperform those
that apply discretion. To the contrary, the Company
believes that a presumptive preference for formulaic
compensation models – without consideration of the
factors that make a given company or industry unique
– can actually lead to significant unintended
consequences that are adverse to the interests of
investors. For example, formulaic compensation plans
can incentivize organizations to emphasize short-term
quantifiable metrics that are more easily measured yet
may not necessarily align with a particular
organization's long-term objectives or risk
management profile, or appropriately reflect how the
organization's annual results were actually achieved.
Based, in part, on feedback received during our extensive
shareholder engagement process and our review of the
policies of our largest institutional shareholders, we
believe that a significant majority of our
shareholders, including nine of the top 10 largest
shareholders voting at our 2024 annual meeting,
support the use of discretion by an independent
compensation committee in the setting of annual cash
bonuses. Accordingly, the Compensation Committee
determined to maintain its present approach to setting
annual cash bonuses and did not adopt a formulaic
annual bonus plan.
| 2025 Proxy Statement | The Travelers Companies, Inc. | 9 |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.