David H. Sidwell
ChubbAbout David H. Sidwell
David H. Sidwell (age 72) is an independent director of Chubb Limited, serving since 2014 (11 years). He is a retired Executive Vice President and Chief Financial Officer of Morgan Stanley (2004–2007), previously CFO of JPMorgan’s investment bank (2000–2004), and qualified as a chartered accountant with the Institute of Chartered Accountants in England and Wales from Price Waterhouse (1975–1984). His core credentials span accounting, finance, capital markets, regulation of financial institutions, risk management, and executive compensation/governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Executive Vice President & Chief Financial Officer | Mar 2004 – Oct 2007 | Senior finance leadership at a global financial institution |
| JPMorgan Chase & Co. | CFO, Investment Bank; various finance/operating roles | Jan 2000 – Mar 2004 (CFO IB); 1984 – 2004 overall | Capital markets and risk oversight experience |
| Price Waterhouse LLP | Auditor; Chartered Accountant (ICAEW) | 1975 – 1984 | Chartered accountant credential; audit background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UBS Group AG | Senior Independent Director | Until Apr 2020 | Senior oversight role at large European bank |
| Federal National Mortgage Association (Fannie Mae) | Director | Until Oct 2016 | Board service at GSE |
Board Governance
- Independence: Determined independent under NYSE standards; independent directors constitute a substantial majority of the Board .
- Attendance: Board met five times in 2024; all directors attended at least 75% of Board and committee meetings where they were members .
- Executive sessions: Independent directors hold executive sessions at each quarterly Board meeting; Lead Director presides .
| Committee | Role | Membership | Meetings (2024) |
|---|---|---|---|
| Nominating & Governance | Chair | Member | 4 |
| Compensation | Member | Member | 4 (plus several in-depth sessions) |
| Executive | Member | Member | Committee did not meet in 2024 |
| Audit | — | Not a member | 14 (context for Board; not Sidwell’s committee) |
Fixed Compensation
- Structure (2024): Standard annual compensation of $325,000, comprising $135,000 cash and $190,000 in restricted stock; committee chair fees (N&G $25,000; Compensation $25,000; Audit $40,000; Risk & Finance $35,000); Lead Director fee $100,000; no per-meeting fees paid in 2024 .
- Parameter changes effective 2025 AGM: Cash retainer increased to $150,000; equity retainer to $225,000; Compensation Committee Chair retainer to $30,000; elimination of special meeting fees .
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $140,000 | Includes standard cash retainer; Sidwell elected to take his N&G Chair fee in stock |
| Stock Awards (Grant-Date Fair Value) | $215,083 | Includes standard RS grant; plus 94 RS units in lieu of $25,000 chair fee |
| All Other Compensation | $31,002 | Includes charitable match (up to $40,000 program cap) |
| Total | $386,085 | Sum of components |
Performance Compensation
| Item | Detail |
|---|---|
| Performance-linked pay | Director compensation is fixed; not tied to corporate results or performance targets |
| Performance metrics in director pay | None (N/A) |
Other Directorships & Interlocks
| Company | Role | Status | Potential Interlocks/Notes |
|---|---|---|---|
| UBS Group AG | Senior Independent Director | Past (until Apr 2020) | Financial services oversight; global regulatory context |
| Fannie Mae | Director | Past (until Oct 2016) | Housing finance and risk governance |
| Chubb Board composition note | — | Current | CB director Robert W. Scully is retired Co-President of Morgan Stanley, indicating shared prior institution networks on the Board |
Expertise & Qualifications
- Accounting and finance expertise; capital markets and regulation of financial institutions .
- Risk management experience, including chairing a public company risk committee .
- Executive compensation and corporate governance experience (service on relevant committees at other boards) .
Equity Ownership
- Stock ownership guidelines: Minimum equity ownership for directors increased to five times annual cash retainer ($750,000 as of 2025 AGM). Directors with ≥5 years of service satisfy the requirement; directors may not pledge or hedge Common Shares .
- Beneficial ownership (as of March 21, 2025): All individual holdings are less than 1% of outstanding shares .
| Metric | Amount | Notes |
|---|---|---|
| Common Shares Beneficially Owned | 13,377 | Sole voting and investment power unless otherwise indicated |
| Common Shares Subject to Options (within 60 days) | — | No listed options for Sidwell |
| Restricted Common Shares (voting, non-disposable) | 812 | Restricted shares counted toward ownership |
| Ownership as % of shares outstanding | <1% | Per company disclosure |
| Pledging/Hedging | Not permitted by policy | No pledging disclosed for Sidwell in ownership table |
Say-on-Pay & Shareholder Voting Signals (2025 AGM)
- U.S. say-on-pay advisory vote: For 315,166,639; Against 15,403,826; Abstain 371,244 .
- Swiss advisory vote on compensation report: For 315,536,020; Against 15,001,238; Abstain 404,451 .
- Board maximum compensation (to next AGM): For 329,032,777; Against 962,388; Abstain 946,544 .
- Historical context: 2024 U.S. say-on-pay approved by 94.3% of votes cast; extensive shareholder outreach described .
| Item | For | Against | Abstain |
|---|---|---|---|
| Director Election – David H. Sidwell (Item 5.12) | 274,302,689 | 56,123,467 | 515,553 |
| Compensation Committee Election – David H. Sidwell (Item 7.3) | 289,043,834 | 41,335,388 | 562,487 |
| U.S. Say-on-Pay Advisory (Item 11) | 315,166,639 | 15,403,826 | 371,244 |
| Board Max Compensation (Item 10.1) | 329,032,777 | 962,388 | 946,544 |
Notable signal: Sidwell’s “Against” votes were elevated relative to most director nominees and relative to other Compensation Committee nominees, which may indicate targeted shareholder concerns (e.g., governance stance, committee leadership) .
Governance Assessment
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Strengths:
- Deep finance, accounting, and risk management experience; qualified governance and compensation oversight background .
- Chairs Nominating & Governance with active oversight of board composition, leadership structure, and sustainability policies; committee fully independent .
- Independence affirmed by Board; executive sessions enhance independent oversight .
- Ownership alignment: long-serving director, subject to increased stock ownership minimum ($750,000), and policy prohibiting pledging/hedging; all ≥5-year directors comply .
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Compensation structure:
- Fixed director pay not tied to performance; mix of cash and restricted stock; option to take chair fees in stock (Sidwell elected stock for $25,000) .
- 2025 adjustments increase cash/equity retainers and eliminate special meeting fees—raising guaranteed compensation levels but maintaining simple, non-performance-linked structure .
-
Potential conflicts/related-party:
- No related-party transactions disclosed involving Sidwell; Board maintains formal guidelines and N&G oversight for related-party reviews .
-
Risk indicators & RED FLAGS:
- Elevated “Against” vote on Sidwell’s director re-election (56.1M Against) and his Compensation Committee election (41.3M Against) versus peers (e.g., Connors 16.1M Against; Corbat 6.1M Against; Townsend 13.2M Against). This divergence may reflect investor concerns about committee leadership or governance positions and warrants monitoring of shareholder feedback and engagement outcomes .
- Board compensation cap increased from $5.5M to $6.5M for the period through next AGM, reflecting higher board size and parameter changes—acceptable but signals rising director pay levels; however, structure remains transparent and subject to binding shareholder ratification .
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Attendance & engagement:
- Board met five times in 2024; all directors ≥75% attendance; N&G and Compensation committees were active (four meetings each), supporting engagement .
Overall, Sidwell offers strong governance and risk credentials with clear independence and ownership alignment. The elevated negative votes are a governance signal to watch, particularly given his chair role on Nominating & Governance and membership on the Compensation Committee; continued shareholder engagement and responsiveness will be important in sustaining investor confidence .