Frances F. Townsend
ChubbAbout Frances F. Townsend
Independent director since 2020 (5 years of service), age 63. Former U.S. Homeland Security Council chair under President George W. Bush, with senior legal, compliance, and corporate affairs roles at Activision Blizzard and MacAndrews & Forbes; currently runs Frances Fragos Townsend, LLC advisory services. Chubb’s Board has determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Activision Blizzard | EVP Corporate Affairs; Corporate Secretary; Chief Compliance Officer; Senior Counsel | Dec 2020–Nov 2023 | Led corporate affairs, compliance, and legal functions |
| MacAndrews & Forbes | Vice Chair; General Counsel; Chief Administrative Officer | Oct 2010–Dec 2020 | Senior governance, legal, and administrative leadership |
| Baker Botts LLP | Partner | Apr 2009–Oct 2010 | Corporate legal advisory |
| The White House | Assistant to the President for Homeland Security & Counterterrorism; Chair, U.S. Homeland Security Council; Deputy National Security Advisor for Combating Terrorism | May 2003–Jan 2008 | Chaired national security council; senior policy leadership |
| U.S. Coast Guard | Assistant Commandant for Intelligence | Prior to 2003 | Intelligence leadership |
| U.S. Department of Justice | Various senior positions | 13 years | Senior legal/government service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Leonardo DRS, Inc. | Lead Independent Director | Current | Defense contractor board leadership |
| Freeport‑McMoRan Inc. | Director | Current | Mining company board |
| Scientific Games (Light & Wonder), SciPlay, Western Union | Director | Past 5 years | Former directorships |
| Council on Foreign Relations; Trilateral Commission | Board member | Current | Policy organizations |
Board Governance
- Committees: Chair, Compensation; Member, Nominating & Governance; Member, Executive .
- Independence: Board determined she is independent under NYSE standards and company categorical standards .
- Attendance/Engagement:
- Board met five times in 2024; all directors attended at least 75% of aggregate Board and committee meetings of which they were members .
- 2024 committee meetings: Audit (14), Compensation (4 plus several in‑depth sessions), Nominating & Governance (4), Risk & Finance (4) .
- All directors then in office and nominees attended the 2024 AGM (except the retiring director) .
- Executive sessions: Independent directors hold executive sessions at each quarterly Board meeting; Lead Director presides and has substantive powers .
Fixed Compensation (Director pay is not performance‑linked)
| Component (2024) | Amount | Details |
|---|---|---|
| Annual cash retainer | $135,000 | Paid quarterly; directors may elect stock in lieu of cash |
| Equity retainer | $190,184 | Restricted stock grant at AGM; vests at next AGM; grant valued at $264.88 per share |
| Committee chair fee (Compensation) | $25,000 | Paid quarterly; increased to $30,000 effective AGM 2025 |
| Meeting fees | $0 | No fees for regular/special meetings |
| Matching charitable program | Up to $40,000 | Company matches eligible director donations |
2024 actuals for Frances F. Townsend:
| Name | Cash Fees | Stock Awards | All Other (Charitable Match) | Total |
|---|---|---|---|---|
| Frances F. Townsend | $160,000 | $190,184 | $21,000 | $371,184 |
2025 parameters adopted by Board (effective at AGM): cash retainer increased to $150,000; equity retainer to $225,000; Compensation Committee chair fee to $30,000; meeting fees eliminated .
Performance Compensation (Committee oversight of executive pay)
The Compensation Committee (chaired by Townsend) links NEO pay to multi‑year performance. Key operating metrics and 2024 outcomes:
| Metric | 2024 Value | Context |
|---|---|---|
| Core operating income | $9.20B | Exceeded plan; below prior year on reported basis due to Bermuda tax benefit; +11.5% YoY adjusted |
| Core operating ROE | 13.9% | Exceeded plan; ~48th percentile vs peers |
| Core operating ROTE | 21.6% | Exceeded plan; ~80th percentile vs peers |
| P&C combined ratio | 86.6% | Best among peer group (100th percentile); current accident year ex‑cat record 83.1% |
| TBVPS growth | 14.1% | ~60th percentile; below plan/prior year on reported basis |
| TSR | 23.9% (1‑yr); 14.4% (3‑yr) | 20th and 32nd percentiles vs peers, respectively |
Program structure and safeguards:
- 100% of annual long‑term equity for NEOs is performance‑based; 3‑year cliff vesting; double‑trigger change‑of‑control; TSR only a modifier for premium awards .
- No hedging; no new pledging by executives/directors; robust clawbacks aligned with NYSE standards; significant mandatory ownership (CEO 7x salary; NEOs 4x) .
Peer groups used by the Committee:
| Peer Group | Constituents (examples) |
|---|---|
| Financial Performance Peer Group | Allstate, AIG, CNA, Hartford, Liberty Mutual*, Travelers, Zurich** |
| CEO Compensation Benchmarking Peer Group | Allstate, AmEx, AIG, Aon, BofA, BNY Mellon, BlackRock, Cigna, Citi, Goldman, Marsh McLennan, MetLife, Morgan Stanley, Prudential, Travelers |
| Notes | *No TSR; **TSR only, IFRS17 mismatch otherwise |
Say‑on‑Pay signal: 94.3% of shareholders approved 2024 SEC say‑on‑pay; the Committee engaged top holders (~70% of shares) as part of outreach .
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Leonardo DRS, Inc. | Defense | Lead Independent Director | None disclosed by Chubb as related‑party; Chubb’s independence standards affirmed |
| Freeport‑McMoRan Inc. | Mining | Director | None disclosed by Chubb as related‑party; independence affirmed |
| Scientific Games (Light & Wonder); SciPlay; Western Union | Gaming; Fintech | Former Director | Past roles; no current Chubb related‑party disclosures |
Expertise & Qualifications
- Deep government, regulatory, risk management, cybersecurity, legal, and strategic planning experience; leadership as former chair of U.S. Homeland Security Council .
- Public board leadership experience including lead independent director role; adds governance rigor to compensation oversight .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Restricted Common Shares (voting only) | Options | Notes |
|---|---|---|---|---|
| Frances F. Townsend | 3,870 | 718 | — | Includes 353 shares held by her husband |
| Aggregate of directors/NEOs | 0.45% of outstanding shares (group) | — | — | Each individual <1% |
Ownership alignment and restrictions:
- Director stock ownership minimum increased to five times annual cash retainer (new minimum $750,000) effective AGM 2025; directors with ≥5 years meet guidelines—Townsend at 5 years should be compliant .
- No pledging or hedging of Common Shares permitted for directors .
Insider Filings and Trades
| Date | Filing | Detail |
|---|---|---|
| Feb 7, 2025 | Amended Form 3 | Townsend reported indirect beneficial ownership of Common Shares held by a family member omitted from the original, timely Form 3 (administrative error) |
Chubb states directors/officers complied timely with Section 16(a) in 2024, aside from the noted administrative corrections; no Townsend Form 4 trades are disclosed in the proxy .
Governance Assessment
-
Strengths
- Independent director chairing Compensation Committee; clear pay‑for‑performance framework, multi‑metric scorecard, and robust risk controls (clawbacks, no hedging, ownership guidelines) .
- High shareholder support for executive compensation (94.3%), indicating confidence in committee rigor .
- Active committee work and full Board executive sessions enhance oversight quality; independence standards reaffirmed .
- Transparent director compensation and increased director ownership requirements strengthen alignment .
-
Watch‑items/RED FLAGS
- Administrative Section 16 amendment (Form 3) for indirect family share reporting; minor but noteworthy from a controls perspective .
- Broad external commitments (current roles at Leonardo DRS and Freeport‑McMoRan) require ongoing monitoring for potential perceived conflicts; Chubb discloses no related‑party transactions and independence is affirmed .
-
Overall implication
- Townsend’s profile and committee leadership support investor confidence in Chubb’s governance and pay discipline; enhanced director ownership requirements and strong say‑on‑pay outcomes are positive alignment signals .