Chubb Ltd

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The summary pages that follow highlight information discussed in more detail elsewhere in this proxy statement. We hope that the information we have provided in these summary pages assists you to better understand and evaluate our:

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meeting agenda;

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corporate governance; and

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executive compensation program.

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Shareholders should read the entire proxy statement and our 2023 Annual Report on Form 10-K before voting.

References in this proxy statement to “$” and “USD” are to United States dollars and references to “CHF” are to Swiss francs. Unless context otherwise requires, references to “we”, “us”, “our”, “Chubb” or the “Company” are to Chubb Limited.

Cautionary statement regarding forward-looking statements. Forward-looking statements made in this proxy statement, such as those related to Company performance, growth opportunities, commitments and initiatives, and our expectations and intentions and other statements that are not historical facts, reflect our current views with respect to future events and financial performance, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties that could cause actual results to differ materially, including, without limitation, factors identified in our other filings with the U.S. Securities and Exchange Commission (SEC).

Non-GAAP financial measures. Our discussion in this proxy statement includes certain financial measures, including those considered in connection with compensation decisions, that are not presented in accordance with generally accepted accounting principles in the U.S. (U.S. GAAP). These “non-GAAP financial measures” include core operating income, core operating return

on equity, core operating return on tangible equity, P&C combined ratio and tangible book value per share growth. More information on the rationale for the use of these measures and reconciliations to U.S. GAAP can be found in the “Non-GAAP Financial Measures” section of this proxy statement.

Effective July 1, 2023, the Company acquired a majority controlling interest in Huatai Insurance Group Co. Ltd. (Huatai Insurance Group), and applied consolidation accounting beginning in the third quarter of 2023. In this proxy statement, reporting of core operating income, net income, book value, tangible book value, return on equity, and per share data includes only the Company’s ownership interest in Huatai Insurance Group and excludes the non-controlling interest.

Additionally, the Company adopted the Long Duration Targeted Improvements (LDTI) U.S. GAAP guidance applicable to its long-duration contracts, as required, on January 1, 2023, with a transition date of January 1, 2021. This guidance primarily impacted the Company’s Life Insurance segment results. Company results in this document for 2022 and 2021 are adjusted, where applicable, for presentation in accordance with LDTI U.S. GAAP guidance.

References to our website in this proxy statement are for informational purposes only, and the information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this proxy statement.

2024 Annual General Meeting

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Deadlines to Submit Voting Instructions

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Beneficial owners (shares held through broker, bank or other nominee) — by 11:59 p.m. Eastern Time on May 14, 2024

Record owners (shares held at transfer agent) — by 12:00 noon Eastern Time (6:00 p.m. Central European Time) on

May 15, 2024

Meeting Agenda and Board’s Voting Recommendations

Director Nominee Information

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Our director nominee slate is comprised of 12 current members of our Board of Directors and one new nominee. Each director nominee stands for election to a one-year term annually.

Our Board recommends a vote “FOR” each of the nominees listed below.

See Agenda Item 5 for additional information on our director nominees.

Board and Governance Highlights

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Majority-vote requirement for directors. The Board may not appoint directors to fill vacancies

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Board of Directors independence

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92.3% independent (all except CEO)

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Independent Lead Director with significant and substantive powers and responsibilities

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All independent directors on Audit, Compensation, Nominating & Governance and Risk & Finance Committees

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Board tenure and refreshment — balance of shorter-, medium- and longer-serving directors; consistent refreshment over time, with 5 current directors elected since 2020 and one new nominee proposed for election in 2024

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Regular executive sessions of independent directors

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Board composition and skills matrix discussed and reviewed at each Nominating & Governance Committee meeting

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Shareholder ability to call a special meeting

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Annual shareholder elections of all directors, Chairman and Compensation Committee

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Meaningful external commitment limitations for all directors; public company CEOs may not sit on more than one public company board (excluding Chubb), and no director may have more than four additional public company board and executive affiliations

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Annual Board and committee self-evaluations

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Continuing education and training for all directors

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Commitment to productive and collaborative shareholder outreach

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Board actively monitors succession planning and management development, including consideration of human capital and human resources priorities such as improved gender balance and racial/ethnic diversity at the officer level and in talent acquisition

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Active Board and committee oversight of risk and enterprise risk management framework

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Board engagement and oversight of climate-related strategies, including the development of climate policies and business activities

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First annual sustainability report published in 2024; 3 rd annual TCFD report published in 2023

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Dedication to responsible Corporate Citizenship through philanthropic, environmental and social initiatives, with Board and senior management oversight

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Compensation Highlights

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How Our Compensation Program Works

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Compensation Profile

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Approximately 94% of the total direct compensation of our CEO and 87% of the total direct compensation of our other NEOs is variable or “at-risk.” A significant portion of variable compensation is in the form of performance-based equity awards, which cliff-vest after the end of a three-year performance period if certain performance criteria are satisfied. Performance-based equity awards comprise 100% of the annual equity award granted to the CEO, COO, CFO and President, North America Insurance. For the President, Overseas General Insurance and Chief Digital Business Officer, 25% of the value of their annual equity award consists of stock options; the balance of those awards consists of restricted stock, 75% of which is performance-based and 25% of which is time-based.

The compensation components for each of our NEOs as considered by the Board’s Compensation Committee are summarized in the charts below. Further detail is provided in “2023 NEO Total Direct Compensation and Performance Summary” beginning on page 115.

CEO Total Direct Compensation

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Other NEOs Total Direct Compensation

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Our CEO Compensation Process

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Each year, the Committee sets a scorecard for the potential range of CEO compensation, with top-, middle- and low-end bands tied to achievement of specific financial, operational and strategic goals, considered together with TSR, as reflected in the following summary for 2023:

Pay-for-Performance Framework

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The Compensation Committee conducts a holistic review of overall performance, factoring in the context of a highly competitive global insurance environment. When determining the final mix of pay for the NEOs, the overall compensation package is weighted towards variable rather than fixed compensation, and to long-term rather than short-term annual awards, in order to have a stronger pay-for-performance alignment and to align executive awards with long-term shareholder value creation. In line with this approach, long-term equity variable compensation of our CEO and other NEOs is typically 1.5 to 2.5 times the short-term annual cash bonus award.

How We Use Peer Groups

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We utilize two peer groups in order to (1) assess our financial performance against key metrics relative to our P&C insurance industry peers with whom we compete for business (Financial Performance Peer Group) and (2) align our CEO compensation with companies of comparable size and complexity that we seek to be competitive with for talent and compensation purposes (CEO Compensation Benchmarking Peer Group). The Committee reviews and assesses the peers in both groups at least annually.

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For 1-year and 3-year TSR only. The Compensation Committee determined that, due to Zurich Insurance Group’s adoption of IFRS 17 accounting in 2023, replacing U.S. GAAP, Zurich Insurance Group’s financial performance is no longer comparable and inclusion would distort the relative performance evaluation on the metrics other than TSR. The Company and every other peer in the Financial Performance Peer Group report in accordance with U.S. GAAP.

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Why Vote “For” Say-on-Pay?

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In support of our Board’s recommendations that you vote “FOR” all of our Swiss and SEC say-on-pay proposals, we highlight the following key factors:

Long-Term Performance Highlights

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Chubb has a distinguished and consistent track record of performance and outperformance relative to its insurance industry peers. The following charts reflect our performance across key financial and operating measures over the last 20 years, starting in 2004 when Evan Greenberg became CEO of the Company.

Source: SNL and company disclosures. Peer average excludes Zurich Insurance Group on all metrics except Total Shareholder Return.

Chubb’s Book Value per Share & Tangible Book Value per Share

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2023 Performance: Key Metrics and Strategic Achievements

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The Compensation Committee evaluates our absolute and relative financial performance across the five key metrics detailed in the table below, as well as TSR. The Compensation Committee reviews relative Company financial performance against the Financial Performance Peer Group.

On average across the key metrics, our performance relative to the Financial Performance Peer Group was at the 87th percentile. Overall 2023 financial results were excellent and reflect the best full-year financial performance in the Company’s history, with record net income and core operating income on both a per share and dollar basis from record P&C underwriting and investment income, a record combined ratio, record return on equity, outstanding fundamentals, underwriting margin improvement and double-digit premium revenue growth. Our tangible book value per share growth also substantially improved from prior year. On an absolute basis, Company performance exceeded prior year and plan on all five key metrics, even when excluding the favorable impact of a one-time deferred tax benefit related to Bermuda’s new income tax law. On a relative basis, Chubb significantly outperformed peers on four of the five key metrics, and performance was at median on the fifth metric. The Company also delivered strong 1-year and 3-year TSR results. Further information on each of the metrics is below.

Moreover, Chubb continued to invest in its future through the successful execution of established and opportunistic strategic objectives, including capitalizing on market conditions, executing on growth initiatives both organically and through strategic acquisitions including increasing our ownership of and integrating Huatai Insurance Group in China, integrating Cigna’s Asia business, furthering our digital and technological capabilities, enhancing organizational effectiveness and leadership diversity, and taking concerted and substantive actions to address climate change as an insurer and corporate citizen. See “Why Vote ‘For’ Say-on-Pay?” beginning on page 8 for additional information on these achievements.

2023 Compensation Decisions

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Starting with February 2024 equity grants, the Compensation Committee modified the form of certain equity awards to enable deferral of such awards under the Chubb Deferred Stock Unit Plan. The modified awards, which are now issued in the form of units instead of shares, carry the same vesting criteria and schedule as the prior respective form of such awards. Specifically, performance-based equity awards were modified from solely performance shares (PSAs) to a mix of PSAs and performance stock units (PSUs), or solely PSUs, depending on the executive. Additionally, for executives that receive both performance-based and time-based restricted stock awards, the time-based restricted stock awards (RSAs) were also modified to a mix of RSAs and restricted stock units (RSUs), or solely RSUs, depending on the executive.

2023 Summary Compensation Table Information

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The table below sets forth 2023 compensation for our NEOs as calculated in accordance with applicable SEC regulations. Additional detail, including the full Summary Compensation Table and explanatory footnotes, can be found in the Executive Compensation section of this proxy statement.

Executive Compensation, Good Governance and Risk Management

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Our executive compensation program and practices are consistent with our strong culture of good corporate governance and effective enterprise risk management. Our compensation practices take into account risk management and, through significant “at-risk” pay, performance-based vesting criteria, and other means, broadly align total compensation with the medium- and long-term financial results of the Company.

Sound corporate governance through the institution or prohibition of certain policies and practices, as well as the Compensation Committee’s continuous oversight of our compensation program’s design and effectiveness, ensure that these key objectives are fulfilled.

Our corporate governance helps us mitigate and manage risks we face as an organization by providing a framework that guides how management runs the business and how our Board provides oversight. This is especially pertinent as it applies to our executive compensation program, and the Compensation Committee has taken steps to ensure that our program aligns with our corporate values and culture by adopting policies that discourage excessive risk-taking, ensure a stake in long-term Company performance and hold executives accountable for individual and Company performance.

In developing and maintaining a compensation program that appropriately rewards pay for performance and drives shareholder value, our Compensation Committee periodically:

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Reviews the components of total compensation and the appropriate level of compensation that should be variable or “at-risk”.

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Analyzes our long-term equity awards so that vesting periods and terms are aligned with long-term shareholder interests.

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Re-evaluates the composition of our CEO Compensation Benchmarking and Financial Performance Peer Groups.

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Our Compensation Committee works closely with our independent compensation consultant to analyze market data, review peer groups, evaluate trends in best practices and assist the Compensation Committee in determining the appropriate amount and forms of compensation paid to our executives.

The Compensation Committee may make changes to our compensation program based on its independent judgment, including upon the consideration of best practices and shareholder feedback.

Agenda Item 1

Approval of the Management Report, Standalone Financial

Statements and Consolidated Financial Statements of Chubb Limited

for the Year Ended December 31, 2023

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Our Board of Directors is asking shareholders to approve Chubb Limited’s management report, standalone financial statements and consolidated financial statements for the year ended December 31, 2023.

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Under Swiss law, our management report, standalone financial statements and consolidated financial statements must be submitted to shareholders for approval or disapproval at each annual general meeting.

These items are all included in the Chubb Limited Annual Report for the fiscal year ended December 31, 2023 (the Annual Report), which is part of the proxy materials we provide. Specifically, the Annual Report contains:

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the standalone Swiss statutory financial statements of Chubb Limited (which do not consolidate the results of operations for Chubb Limited’s subsidiaries);

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the standalone Swiss statutory compensation report of Chubb Limited (the Swiss Compensation Report);

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Chubb Limited’s consolidated financial statements for the year ended December 31, 2023;

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the reports of our statutory auditor and independent registered public accounting firm; and

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information on the Company’s business, organization and strategy (which forms the management report as defined under Swiss law).

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Copies of our 2023 Annual Report and this proxy statement will be available to all shareholders entitled to vote at the May 16, 2024 annual general meeting of shareholders (the Annual General Meeting), on the Internet atwww.envisionreports.com/CB on or about April 3, 2024.

The Company’s statutory auditor, PricewaterhouseCoopers AG, Zurich, Switzerland, has issued an unqualified recommendation to the Annual General Meeting that Chubb

Limited’s statutory financial statements be approved. PricewaterhouseCoopers AG has expressed its opinion that the financial statements for the year ended December 31, 2023 comply with Swiss law and the Company’s Articles of Association.

PricewaterhouseCoopers AG has also issued an unqualified recommendation that the Company’s consolidated financial statements be approved. PricewaterhouseCoopers AG has expressed its opinion that the consolidated financial statements present fairly, in all material respects, the financial position of Chubb Limited as of December 31, 2023, and the results of operations and the cash flows for the year then ended, in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and comply with Swiss law, and has reported on other legal requirements.

Representatives of PricewaterhouseCoopers AG are expected to be present at the Annual General Meeting, will have an opportunity to make a statement if they wish and will also be available to answer questions.

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If shareholders do not approve this proposal, then shareholders would be precluded from approving the allocation of disposable profit and distribution of a dividend as set out in Agenda Items 2.1 and 2.2.

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The affirmative “FOR” vote of the majority of the votes cast (in person or by proxy) at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.

Allocation of Disposable Profit and Distribution of a Dividend out of

Legal Reserves (by Way of Release and Allocation to a Dividend Reserve)

2.1 Allocation of Disposable Profit

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Our Board of Directors is asking shareholders to approve that the Company’s disposable profit (including the profit for the year and the other items as shown below and on Chubb Limited’s standalone financial statements) be carried forward.

The following table shows the appropriation of available earnings as proposed by the Board of Directors for the year ended December 31, 2023:

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Under Swiss law, the allocation of the Company’s profit or loss must be submitted to shareholders for approval or disapproval at each annual general meeting.

Our Board of Directors continues to believe that it is in the best interests of the Company and its shareholders to retain our earnings for future investment in the growth of our business, for share repurchases, for the possible acquisition of other companies or lines of business, and for dividends out of legal reserves as described in this proxy statement.

The Company’s statutory auditor, PricewaterhouseCoopers AG, has confirmed, in its audit report on the statutory financial

statements of the Company for the year ended December 31, 2023, that the proposed appropriation of available earnings complies with Swiss law and the Company’s Articles of Association.

Accordingly, the Board is proposing that all retained earnings at the disposal of the Annual General Meeting be carried forward. The Board is also proposing a dividend to shareholders under Agenda Item 2.2.

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If the shareholders do not approve this proposal, then the Board will consider the reasons the shareholders did not approve the proposal, if known, and will call an extraordinary general meeting of shareholders for reconsideration of the proposal or a revised proposal.

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The affirmative “FOR” vote of the majority of the votes cast (in person or by proxy) at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.

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2.2. Distribution of a Dividend Out of Legal Reserves (by Way of Release and Allocation to a Dividend Reserve)

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Our Board of Directors is requesting shareholder approval for an annual dividend of up to USD $3.64 per share, to be paid in installments as determined by the Board of Directors from a separate dividend reserve account. The separate dividend account would be set in CHF in accordance with our Swiss statutory financial statements and Swiss law, and is the same method approved at our annual general meeting last year. This reserve account would be larger, based on current exchange rates, than the maximum dividend amount we intend to pay out, in order to permit payment of the entire USD $3.64 per share even in the event of material currency fluctuations. Amounts remaining in the dividend reserve account following dividend payments would be returned to the capital contribution reserve as of the date of the 2025 annual general meeting.

Dividend Reserve

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Under this proposed process for a dividend, shareholders fix an aggregate CHF amount to be allocated from our capital contribution reserves to a special reserve account, where the amount will be available for the payment of dividends.

Our Board of Directors proposes that the maximum amount legally available to pay the annual dividend be CHF 2.3 billion. The amount reflects an annual dividend increase of USD $0.20 per Chubb Limited Common Share, par value CHF 0.50 per share (a Common Share).

If approved by shareholders, the maximum amount legally available to pay a dividend will be released from the capital contribution reserves account, a sub-account of legal reserves, and be segregated to a dividend reserve account. We refer to this amount in the dividend reserve account as the Dividend Reserve. While dividend payments would reduce the Dividend Reserve on our Swiss balance sheet, the payments are not required to be sourced from CHF-denominated assets; in fact, we typically source dividend payments from assets already denominated in USD or equivalent, thereby avoiding currency exchange expense.

Annual Dividend and Board Discretion

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Following shareholder approval, the Board of Directors is authorized to use the Dividend Reserve to distribute a dividend to shareholders in installments up to a maximum of USD $3.64 per share (the Annual Dividend). The Board will determine the record and payment dates at which the Annual Dividend may be paid (or, if circumstances warrant, refrain from paying it) in one or more installments, until the date of the 2025 annual general meeting.

The Board currently expects to pay the full USD $3.64 per share of the Annual Dividend in four equal quarterly installments of USD $0.91 each.

The total amount of dividends paid is limited to the amount of the Dividend Reserve expressed in Swiss Francs, which is required under Swiss law. The amount of the proposed Dividend Reserve is high enough to permit payment of the full USD $3.64 per share Annual Dividend, even if there are material currency fluctuations between the Swiss franc and the U.S. dollar or the Company issues new shares. Should, however, these fluctuations or new share issuances result in payouts of the Annual Dividend that exceed the Dividend Reserve, the Annual Dividend’s installments would have to be capped accordingly. In the unlikely event that the Annual Dividend must be cut back in this way, our Board would propose payment of the unpaid amount in the dividend proposal at the next annual general meeting or call an extraordinary general meeting for that purpose.

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Our Board of Directors proposes:

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that an aggregate amount equal to CHF 2,300,000,000 be released from the capital contribution reserves account, a sub-account of legal reserves, and allocated to a segregated dividend reserve account from capital contribution reserves (Dividend Reserve), and

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to distribute a dividend to the shareholders up to an aggregate amount totaling USD $3.64 per Common Share from, and limited at a maximum to the amount of, the Dividend Reserve in one or more installments, in such amounts and on such record and payment dates as determined by the Board in its discretion.

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If the Board of Directors deems it advisable for the Company, the Board of Directors shall be authorized to abstain (in whole or in part) from distributing a dividend in its discretion. The authorization of the Board of Directors to distribute the installments from the Dividend Reserve will expire on the date of the 2025 annual general meeting, on which date any balance remaining in the Dividend Reserve will be automatically reallocated to the capital contribution reserves account of legal reserves.

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If the shareholders do not approve this proposal, then the Company will be prohibited from paying a dividend to shareholders. In such a case, the Board will consider the reasons the shareholders did not approve the proposal, if known, and may call an extraordinary general meeting of shareholders for reconsideration of the proposal or a revised proposal.

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The affirmative “FOR” vote of the majority of the votes cast (in person or by proxy) at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.

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