Evan G. Greenberg
ChubbAbout Evan G. Greenberg
Evan G. Greenberg, age 70, is Chairman (since 2007) and CEO (since 2004) of Chubb Limited; he has served on the Board since 2002 and has 50 years of insurance leadership experience . Under his tenure, Chubb’s 2024 results were the best in its history, with core operating income of $9.20B, ROE 15.0%, core operating ROTE 21.6%, P&C combined ratio 86.6%, tangible book value per share growth 14.1%, and 1-year TSR 23.9% and 3-year annualized TSR 14.4% . From 2008 to 2024, annualized TSR was 11.6% and cumulative TSR 543.5% as Chairman .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Chubb Limited (ACE Limited) | Vice Chairman (joined), President & COO, President & CEO, Chairman & CEO | 2001–present | Led transformation and expansion; record underwriting, investment income, and life segment growth; best-ever performance in 2024 |
| American International Group (AIG) | President & COO; CEO AIG Far East (Tokyo); President & CEO of AIU (foreign general) | 1975–2000; 1991–1993 | Managed large, complex global insurance ops; deep Asia leadership; foundation for Chubb’s global strategy |
External Roles
No current public company board roles disclosed for Mr. Greenberg in the 2025 proxy .
Fixed Compensation
Multi-year CEO compensation (SEC Summary Compensation Table):
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $1,400,000 | $1,550,000 | $1,600,000 |
| Bonus (annual cash) | $7,700,000 | $9,000,000 | $9,500,000 |
| Stock awards (grant-date fair value) | $11,625,143 | $15,650,006 | $17,350,017 |
| Option awards | $3,022,290 | — | — |
| All other compensation | $1,404,637 | $1,461,311 | $1,688,077 |
| Total | $25,152,070 | $27,661,317 | $30,138,094 |
Notes:
- 2024 CEO bonus set at $9.5M; annual long-term equity award set at $18.85M; base salary unchanged for 2025 .
- Approximately 95% of CEO total direct compensation is variable (“at-risk”) .
Performance Compensation
Annual incentive architecture and 2024 outcomes:
| Metric | Weighting | 2024 Actual | Relative percentile vs Financial Peers | Committee payout decision | Vesting |
|---|---|---|---|---|---|
| Core operating income | n/a (in scorecard) | $9.20B | 40th (adjusted for Bermuda tax benefit) | Bonus $9.5M; LTI $18.85M; increase vs 2023 reflecting record performance adjusted for tax benefit | LTI is performance-based equity with 3-year cliff vest |
| P&C combined ratio | n/a | 86.6% | 100th (best among peers) | Included in evaluation; supports premium award potential | 3-year cliff (PSUs/PSAs) |
| Core operating ROE | n/a | 13.9% | 48th | Incorporated in overall determination | 3-year cliff |
| Core operating ROTE | n/a | 21.6% | 80th | Incorporated in overall determination | 3-year cliff |
| TBVPS growth | n/a | 14.1% | 60th | Incorporated in overall determination | 3-year cliff |
| TSR (modifier for premium awards) | n/a | 1-yr 23.9%; 3-yr 14.4% annualized | 20th (1-yr), 32nd (3-yr) | Used only as modifier for premium awards | 3-year cliff; Premium Awards vest only if TBVPS/combined ratio exceed 75th percentile and TSR ≥ threshold |
Equity award design and 2025 grant (for 2024 performance):
- 100% performance-based equity (PSUs/PSAs); vesting tied to relative tangible BVPS growth (70% weight) and P&C combined ratio (30%); TSR acts only as a modifier for premium awards; cliff vest after 3 years .
- 2025 grant to CEO: Target 65,070 shares; Maximum 130,140; Grant-date fair value $18,850,128 (granted March 3, 2025) .
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Common shares beneficially owned | 758,756 |
| Options (subject to exercise within 60 days) | 608,513 |
| Restricted common shares (voting, not disposable) | 193,351 |
| Equity incentive awards (unearned/unvested PSUs/PSAs outstanding) | 201,515 units; MV $55,678,595 (as of 12/31/2024) |
| 2024 option exercises and value realized | 200,968 shares; $32,450,047 |
| 2024 shares vested and value realized | 105,502 shares; $27,903,178 |
| Shares pledged as collateral (CEO) | 55,000 pledged (personal); plus 498,920 pledged by family entities with no pecuniary interest for the CEO |
| Ownership guidelines | CEO 7x base salary; other NEOs 4x |
| Compliance with guidelines | All NEOs in compliance |
| Hedging/pledging policy | Hedging prohibited; no new pledging of Chubb shares by executives/directors since 2017 |
Employment Terms
Severance, non-compete, and change-in-control provisions:
| Provision | Terms |
|---|---|
| Employment start at Chubb | Joined as Vice Chairman Nov 2001; CEO May 2004; Chairman May 2007 |
| Non-compete | 24 months post-termination; applies if Company terminates; covers competition, client/employee solicitation |
| Severance (w/o cause) | 2x base salary + 2x average bonus (prior 3 years) + 24 months health/dental premiums; pro rata current-year bonus; 24 months continued vesting for certain equity; subject to Swiss law cap and release |
| Equity vesting (CIC) | Double trigger for executive/NEO awards (termination without cause or resignation for good reason in defined window) |
| CIC definition | Detailed multi-prong definition (≥50% voting stock change, board turnover, liquidation, asset/business disposition, merger combinations) with 409A conformity |
Estimated potential payments (as of 12/31/2024):
| Scenario | Cash Severance | Medical Continuation | Retirement Plan Continuation | Accelerated/Continued Equity Value |
|---|---|---|---|---|
| Separation without cause | $20,666,667 | $34,249 | — | $38,873,235 |
| Change in control (double trigger) | — | — | — | $57,684,292 |
| Separation for cause | — | — | — | — |
| Retirement | — | — | — | — |
| Death or disability | — | — | — | $57,684,292 |
Clawbacks: NYSE-compliant recovery of erroneously awarded incentive comp plus broader 2018 policy to recoup all variable comp (vested/unvested) for fraud or intentional misconduct causing material financial/reputational harm .
Perquisites and deferred comp:
- 2024 “All other” comp includes private aircraft incremental usage cost ($299,505), other benefits ($116,572), retirement contributions ($1,272,000) .
- CEO required to use corporate aircraft for security; reimbursed $111,987 to Chubb for personal use in 2024 under an FAA time sharing agreement (not treated as perquisite) .
- Nonqualified deferred compensation: Executive contribution $1,037,000; Registrant contribution $1,237,500; Aggregate balance $19,803,065 .
Board Governance
| Attribute | Details |
|---|---|
| Board service | Director since 2002; Chairman nomination annually subject to shareholder vote |
| Committees | Executive Committee Chair; not on Audit, Compensation, Nominating & Governance, or Risk & Finance (all independent directors) |
| Dual-role implications (CEO + Chairman) | Board annually reviews leadership; supports combined role given Greenberg’s unique insurance leadership; mitigations include empowered Independent Lead Director, all-independent key committees, regular executive sessions without CEO |
| Lead Independent Director | Michael P. Connors; significant powers: set agendas, convene meetings, preside executive sessions, lead CEO evaluation/comp, oversee board design, engage shareholders |
| Board independence | 13 of 14 nominees independent; CEO only non-independent; all Audit, Compensation, N&G, Risk & Finance committees are fully independent |
| Meeting cadence | Board met five times in 2024; all directors ≥75% attendance; independent directors hold executive sessions each quarterly meeting |
| Director pay | Mr. Greenberg does not receive director compensation; shareholders approve maximum aggregate Board pay annually |
Director Compensation (for directors; CEO excluded)
Standard director pay (non-employee directors): Cash $135,000; equity $190,184 in 2024; committee chair stipends (Audit $40,000; Risk & Finance $35,000; N&G $25,000; Compensation $25,000); Lead Director $100,000; increased for 2025 to cash $150,000, equity $225,000, Compensation Chair $30,000; per-meeting fees eliminated . Mr. Greenberg receives no director compensation .
Compensation Peer Group (benchmarking, target positioning)
- CEO Compensation Benchmarking Peers (financial size/complexity aligned): Allstate, American Express, AIG, Aon, Bank of America, BNY Mellon, BlackRock, Cigna, Citigroup, Goldman Sachs, Marsh McLennan, MetLife, Morgan Stanley, Prudential Financial, Travelers .
- Financial Performance Peer Group (operating performance/TSR comparisons): Allstate, AIG, CNA, Hartford, Liberty Mutual (all metrics except TSR), Travelers, Zurich (TSR only) .
- Target positioning: Total direct compensation typically calibrated around market median to 75th percentile, with opportunity to reach ≥75th percentile for outstanding performance .
Say‑on‑Pay & Shareholder Feedback
- 2024 SEC say‑on‑pay approval: 94.3% .
- Scope 3 emissions shareholder proposal: Board recommended “AGAINST”; prior iterations rejected (about 71–72% against in 2023–2024) .
- Robust shareholder outreach targeting top 50 holders (~70% of shares); Board and management engage regularly; Lead Director involved .
Related Party Transactions (governance risk review)
| Counterparty | Relationship | 2024 Amounts | Nature |
|---|---|---|---|
| Aquiline Capital Partners | Managed by CEO’s brother; Chubb affiliates invest in Aquiline Funds | $45.4M invested; $73.0M distributions; cumulative commitments ~$540M | Private funds investments; fee-sharing structures disclosed |
| Starr Indemnity & Liability | Chairman emeritus is CEO’s father; chairs/co-CEOs are CEO’s brothers | $10M gross written premiums via agency; $3M commissions paid; $24M ceded premiums; $3M ceding commissions received | Legacy agency/claims/reinsurance relationships; most agreements terminated in 2023; run-off services continue |
| BlackRock | >5% shareholder; services provider | ~$32.0M fees; 19% of investable assets managed; fee-sharing with ABR Re | Asset management and ABR Re structures; independence oversight maintained |
Performance & Track Record
Key pay-versus-performance indicators:
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Chubb net income ($mm) | $3,533 | $8,525 | $5,246 | $9,028 | $9,272 |
| Core operating income ($mm) | $3,313 | $5,586 | $6,429 | $9,337 | $9,197 |
| Core operating ROE (%) | 6.2 | 9.9 | 11.1 | 15.4 | 13.9 |
| Core operating ROTE (%) | 9.8 | 15.3 | 17.0 | 24.2 | 21.6 |
| P&C combined ratio (%) | 96.1 | 89.1 | 87.6 | 86.5 | 86.6 |
| TBVPS growth (%) | 12.2 | 7.6 | -20.4 | 21.3 | 14.1 |
Equity Award Structure & Vesting
| Award type | Criteria | Vesting | Notes |
|---|---|---|---|
| Performance Stock Units/Shares (PSUs/PSAs) | Relative tangible BVPS growth (70%) and P&C combined ratio (30%); TSR modifier for Premium Awards | Cliff vest after 3 years | Target and Premium Awards; independent verification by EY; example: 2021 grants earned 100% Premium (65% of Target) |
| Restricted Stock/Units (RSAs/RSUs) | Time-based | Evenly over 4 years | Not part of CEO’s 2025 award; used in prior cycles for select NEOs |
| Stock Options | Time-based | Evenly over 3 years; 10-year term | CEO had legacy options; option exercise/vest schedules disclosed |
Risk Indicators & Red Flags
- Pledging: CEO has 55,000 pledged shares; additional family-entity pledges disclosed; new pledging prohibited since 2017 (ongoing pledges remain a governance optical risk) .
- Hedging prohibited; robust insider trading controls and plan pre-clearance .
- No repricing or exchange of underwater options; no options backdating .
- Clawbacks cover SEC restatements and broader misconduct; strong recovery scope .
- Related party transactions appropriately governed with guidelines; material relationships disclosed and monitored .
Compensation Governance Practices
- Independent Compensation Committee (Chair: Frances F. Townsend); use of independent consultant (Farient); holistic multi-metric approach with peer benchmarking; risk assessment with Risk & Finance Committee .
- Equity grant timing aligned to post-earnings cadence; no opportunistic timing .
- Strong executive share ownership guidelines and retention requirements .
Investment Implications
- Alignment: Very high at‑risk pay (95%) and 100% performance‑based equity tied to tangible BVPS growth and underwriting profitability should reinforce disciplined underwriting and capital allocation, supportive of long‑term value creation .
- Execution: 2024 financials show top‑tier underwriting (100th percentile combined ratio vs peers) and strong ROE/ROTE; pay outcomes appropriately flex higher with performance while base remains modest, signaling disciplined governance .
- Watch‑items: Pledged shares (legacy) present optical risk; dual Chairman/CEO role is mitigated by empowered Lead Director and independent committees but remains a governance debate; continued monitoring of related‑party dealings advisable .
- Trading signals: Significant 2024 option exercises and vesting realized by CEO indicate ongoing liquidity events; however, stringent insider trading controls and ownership guidelines temper near‑term selling pressure risk .