TRAVELERS COMPANIES, INC.
For the period ended May 20, 2026. Filed Apr 7, 2026.
View on SEC.govAbout this filing
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 20, 2026 · Filed Apr 7, 2026
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 7 |
Director Nominees
| Russell G. Golden INDEPENDENTChairman of Financial Accounting Standards Board (retired)Committees: Audit (Chair), Executive, RiskDirector Since: 2023 | Todd C. Schermerhorn INDEPENDENTSenior Vice President and Chief Financial Officer of C. R. Bard, Inc. (retired) 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 | Bridget van Kralingen INDEPENDENTSenior Partner, Motive PartnersCommittees: Audit, RiskDirector Since: 2022 |
| 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 | David S. Williams INDEPENDENTPrincipal, Deloitte LLP (retired)Committees: Audit, RiskDirector Since: 2024 |
| 2 | The Travelers Companies, Inc. | 2026 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.
INDEPENDENCE7 of 8
AGE~63 years average
TENURE~6 years average
DIVERSITY50% diverse
For a discussion of the specific considerations with respect to these nominees, see “Director Nominations—Specific
Considerations Regarding the 2026 Nominees” on page 18.
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-employee directors currently receive more than 50% of their annual board and committee compensation in the form of deferred stock units that are not distributed until at least six months following termination of a director’s service | •Biennial review to assess the appropriateness of the Director Compensation Program |
| 2026 Proxy Statement | The Travelers Companies, Inc. | 3 |
|---|
SUMMARY
| ITEM2 | Ratification of Independent Registered Public Accounting Firm | Your Board recommends a vote FOR this Item. |
|---|---|---|
| See Page 29 |
| ITEM3 | Non-Binding Vote to Approve Executive Compensation | Your Board recommends a vote FOR this Item. |
|---|---|---|
| See Page 31 |
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 44 | •Base salaries are appropriately aligned with Compensation Comparison Group. | 5% | 11% |
| PERFORMANCE-BASED CASH | Annual Cash BonusPage 45 | •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. | 32% | 49% |
| PERFORMANCE- BASED EQUITY | Long-Term Stock IncentivesPage 52 | •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. | 63% | 40% |
| 4 | The Travelers Companies, Inc. | 2026 Proxy Statement |
SUMMARY
The Compensation Committee has adopted the following practices, among others:
| What We DO | What We DON’T Do |
|---|---|
| Provide for a cap on the maximum cash bonus opportunity for all of our 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. Amended and Restated 2023 Stock Incentive Plan | Your Board recommends a vote FOR this Item. |
|---|---|---|
| See Page 75 |
The Amendment would increase the number of shares authorized for issuance under our Amended and Restated 2023 Stock Incentive Plan (the “2023 Stock Incentive Plan”) by 5,000,000 shares. We currently expect that the additional shares we are seeking will cover our equity compensation program needs for at least three years, based on our historical grant practices and the recent market price of our stock. •The 2023 Stock Incentive Plan is a key element supporting our pay-for-performance compensation philosophy. Equity-based incentive compensation aligns the interests of our employees and our non-employee directors with those of our shareholders and reinforces a long-term perspective.•Our average share usage rate over the last three years was less than 0.70%, and the potential dilution resulting from issuance of the requested shares, shares available for grant and shares subject to outstanding awards would be 7.55%.
| ITEMS5-6 | Shareholder Proposals | Your Board recommends a vote AGAINST these Items. |
|---|---|---|
| See Pages 83–93 |
| 2026 Proxy Statement | The Travelers Companies, Inc. | 5 |
|---|
SHAREHOLDER ENGAGEMENT AND BOARD RESPONSIVENESS
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, governance and
sustainability 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. | 2026 Proxy Statement |
SHAREHOLDER ENGAGEMENT AND BOARD RESPONSIVENESS
The Company has continued to take an integrated approach to its shareholder engagement efforts, including with
respect to its financial results, corporate strategy, compensation practices, governance and sustainability matters. We
also seek additional opportunities to connect directly with our investors to discuss current and emerging trends and to
hear investor feedback.
| With whom we engage | Each year, we seek to meet with our largest shareholders, reaching out to our top 50 shareholders, who typically represent more than 50% of the Company’s outstanding shares. In 2025 and through the date of the filing of this proxy statement, we: •engaged with shareholders representing approximately 48% of the Company’s outstanding shares; and•met with shareholders representing more than 36% of the Company’s outstanding shares, including eight of our top 10 shareholders, with the other two indicating there was no need to meet, and 11 of our top 20 shareholders, with five indicating there was no need to meet. | |
| Ourrepresentatives | Members of the Company’s senior management and Board of Directors are made available to participate in our extensive engagements. In the past several years, participants from the Company’s Board of Directors and senior management included, as appropriate, our: | |
| •CEO and Chairman of the Board•Chairman of the Compensation Committee•Chairman of the Nominating and Governance Committee•Chief Compliance Officer•Chief Sustainability Officer | •Chief Underwriting Officer•Corporate Secretary•Independent Lead Director•Senior Vice President, Investor Relations•Vice Chairman and Chief Legal Officer | |
| Topics discussed | Topics discussed have 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. |
| 2026 Proxy Statement | The Travelers Companies, Inc. | 7 |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.