John W. Keogh
ChubbAbout John W. Keogh
President and Chief Operating Officer of Chubb Limited (CB). Age 60 as of February 27, 2025; appointed President in December 2020 and COO since July 2011; joined Chubb in 2006 after ~20 years at AIG including CEO of National Union Fire Insurance Company of Pittsburgh . He oversees global P&C and A&H operations; 2024 was the best full-year performance in Chubb’s history with core operating income of $9.20B, P&C combined ratio of 86.6%, core operating ROE of 13.9%, core operating ROTE of 21.6%, tangible book value per share growth of 14.1%, and 1-year/3-year annualized TSR of 23.9%/14.4% (3-year cumulative 49.7%) . Net premiums written were $51.47B (+8.7%), P&C underwriting income $5.85B (+7.1%), and Life income $1.10B (+7.3% in constant dollars) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Chubb Limited | President | Appointed Dec 2020 | Leads global general insurance operations across North America and Overseas General . |
| Chubb Limited | Chief Operating Officer | Since Jul 2011 | Enterprise-wide operating leadership across underwriting, claims, and support functions . |
| Chubb Limited | Executive Vice Chairman | Appointed 2015 | Senior enterprise leadership and governance . |
| Chubb Limited | Vice Chairman | Appointed 2010 | Senior leadership role pre-merger and post-merger integration era . |
| Chubb Limited | Chairman, Insurance – Overseas General | Joined 2006 | Built and led international insurance platform . |
| AIG (incl. National Union) | Various senior roles incl. SVP Domestic General Insurance; CEO, National Union Fire Insurance Co. | ~1986–2006 | Leadership of major AIG underwriting units; began as underwriter (1986) . |
External Roles
- Filings reviewed do not list current public company board roles for Mr. Keogh .
Fixed Compensation
Multi‑year compensation (SEC SCT basis):
| Year | Base Salary ($) | Cash Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 1,088,462 | 3,084,000 | 5,250,013 | 1,364,909 | 525,036 | 11,312,420 |
| 2023 | 1,176,923 | 3,343,000 | 7,000,199 | — | 560,989 | 12,081,111 |
| 2024 | 1,200,000 | 3,769,000 | 7,850,091 | — | 612,272 | 13,431,363 |
2024 Compensation Committee decisions for Keogh: salary unchanged; bonus +12.7%; long‑term equity award +11.5%; total direct compensation +10.9% .
Performance Compensation
- Annual bonus framework: Committee evaluates five key metrics (core operating income, core operating ROE, core operating ROTE, P&C combined ratio, TBVPS growth), with TSR considered as a modifier, plus strategic/leadership objectives .
- Long‑term equity: 100% performance‑based PSUs/PSAs for NEOs; 3‑year cliff vesting; performance measured vs Financial Performance Peer Group on TBVPS growth (70% weight) and P&C combined ratio (30% weight); if performance >75th percentile, relative TSR determines Premium Award (up to additional vesting) .
Grants of plan‑based awards (Keogh):
| Grant date | Instrument | Target (#) | Max (#) | Grant date fair value ($) |
|---|---|---|---|---|
| Feb 26, 2024 | PSUs/PSAs | 30,804 | 61,608 | 7,850,091 |
| Mar 3, 2025 (for 2024 perf.) | PSUs/PSAs | 30,205 | 60,410 | 8,750,086 |
Vesting outcomes (recent cycle):
| Grant year | Vest year | Premium Award outcome | Value realized on Premium Award ($) |
|---|---|---|---|
| 2021 | 2024 | 100% Premium (65% of Target) based on cumulative performance >75th percentile and 3‑yr TSR ≥55th percentile | 4,070,941 |
Annual pay mix (context): NEO pay is ~89% variable/at‑risk; performance equity typically 1.5–2.5× annual cash bonus .
Equity Ownership & Alignment
- Beneficial ownership (as of Mar 21, 2025): 168,612 common shares; 227,161 shares subject to options (exercisable within 60 days); 75,188 restricted common shares; each individual’s holdings <1% of outstanding shares .
- Unvested performance awards and premium restricted shares not counted above: 157,470 for Keogh (PSUs and restricted premium awards that vest on 3‑year schedule, subject to performance) .
- Outstanding equity at 12/31/2024 (market price $276.30):
| Category | Detail | Amount |
|---|---|---|
| Options – exercisable | Strikes: $118.39–$164.94; counts: 34,628; 31,295; 27,970; 31,937; 34,639; 31,523 | 192, - (see cited lines) |
| Options – unexercisable | 11,722 at $199.03 expiring 2/24/2032 | 11,722 |
| Equity incentive unearned (PSUs/PSAs) | 90,740 units; payout value $25,071,462 at 12/31/2024 price | 90,740 |
| Stock awards unvested (time‑based) | — (Keogh’s 2024/2025 grants were performance‑based) | — |
- Upcoming vesting schedule (subject to certification):
| Vest date | Options unexercisable (#) | Unearned PSUs/PSAs (#) |
|---|---|---|
| 2/24/2025 | 11,722 | 26,378 |
| 2/23/2026 | — | 33,558 |
| 2/26/2027 | — | 30,804 |
- 2024 realizations (liquidity indicators): Options exercised 34,103 shares, value realized $4,679,222; stock vested 41,221 shares, value realized $10,896,526 .
- Ownership guidelines and policies: NEOs must hold ≥4× base salary; retain ≥50% of net shares until compliant; all NEOs in compliance . Hedging prohibited; new pledging by executive officers prohibited since 2017; no Keogh‑specific pledging disclosed .
Employment Terms
- Non‑compete agreements (Executive Management): 24‑month non‑compete and non‑solicit apply if terminated by company; severance equals 2× base salary + 2× 3‑year average bonus + 24 months company health/dental premiums; pro rata bonus for year of termination; 24 months continued vesting of certain pre‑existing equity; clawback if breach; subject to Swiss law maxima and release .
- Change in control: Equity vests on double trigger (termination without cause or resignation for good reason within 6 months before or 2 years after CoC) .
- Death/disability: Generally accelerates vesting; options exercisable for 1 year post‑termination; extended exercise for retirement; continued vesting for retirement at age ≥62 with ≥10 years of service (with conditions) .
- Nonqualified deferred compensation (2024): Keogh contributions $431,300; company contributions $503,760; aggregate earnings $974,871; year‑end balance $16,183,859 .
Potential payments if event occurred 12/31/2024:
| Scenario | Cash Severance ($) | Medical ($) | Accelerated/Continued Equity ($) |
|---|---|---|---|
| Separation without cause | 9,197,333 | 42,175 | 17,466,076 |
| Change in control (double trigger) | — | — | 25,977,221 |
| Death or disability | — | — | 25,977,221 |
Compensation Structure Analysis
- Shift in equity vehicles: Options were granted in 2022 ($1.36M for Keogh) but not in 2023–2024; program now emphasizes PSUs/PSAs with 3‑year cliff vesting and peer‑relative operating metrics; in 2025 grants, 100% of NEO equity is performance‑based .
- At‑risk and performance linkage: Keogh’s 2024 SCT total rose to $13.43M (+11% vs. 2023), driven mainly by higher bonus (+12.7%) and larger performance‑equity grant (+11.5%), directly tied to record operating results and strong relative metrics .
- Payout rigor: 2021 PSU/PSA cycle earned full Premium Award (65% of Target) only after exceeding 75th percentile cumulative performance and ≥55th percentile 3‑yr TSR; EY independently verifies calculations before certification .
Compensation Peer Group (Benchmarking and Pay Inflation Risk)
- Financial Performance Peer Group (relative performance for vesting/bonus metrics): Allstate, AIG, CNA, Hartford, Liberty Mutual (non‑TSR), Travelers, Zurich (TSR only) .
- CEO Compensation Benchmarking Peer Group (pay positioning context): Allstate, American Express, AIG, Aon, Bank of America, BNY Mellon, BlackRock, Cigna, Citigroup, Goldman Sachs, Marsh & McLennan, MetLife, Morgan Stanley, Prudential, Travelers .
- Independent consultant: Farient Advisors retained by Compensation Committee; also engaged for director compensation studies .
- Say‑on‑pay support: 94.3% approval at 2024 AGM; ongoing shareholder outreach to top 50 holders (~70% of shares) .
Performance & Track Record (Execution Risk)
- Under Keogh’s operating leadership, 2024 delivered record operating results, improved underwriting margins (record current accident year P&C combined ratio ex‑cat of 83.1%), robust growth across divisions and geographies, and strong capital returns (dividends and buybacks of $3.48B) . Company‑level TSR and operating metrics inform his variable pay outcomes .
Equity Ownership & Alignment (Detailed)
| Item | Detail |
|---|---|
| Beneficial ownership | 168,612 common shares; options exercisable within 60 days: 227,161; restricted common shares: 75,188; <1% of shares outstanding . |
| Not included (unvested) | 157,470 restricted premium shares and PSUs (3‑year vest, performance‑contingent) . |
| Trading policy | Pre‑clearance, blackout periods; hedging prohibited; new pledging prohibited since 2017 . |
| Ownership guidelines | 4× base salary; 50% net‑share retention until met; compliant . |
Board Governance / Committee Oversight
- Compensation Committee members signing 2025 report: Frances F. Townsend (Chair), Michael P. Connors, David H. Sidwell .
- Clawback policies: NYSE‑compliant restatement recovery plus broader misconduct clawback allowing forfeiture/recoupment of cash and equity (vested/unvested) for deliberate fraud or intentional misconduct causing material financial or reputational harm .
Investment Implications
- Alignment: Keogh’s pay is heavily at‑risk and linked to peer‑relative TBVPS growth and underwriting profitability, with 3‑year cliff vesting and independent verification—an investor‑friendly structure that ties realized value to multi‑year outcomes .
- Overhang/flows: Significant in‑the‑money options (low legacy strikes) and scheduled vesting of large PSU tranches (2025–2027) could create periodic selling pressure, though ownership guidelines and 50% net‑share retention mitigate immediate disposition risk .
- Retention risk: Robust non‑compete economics (2× salary + 2× average bonus; 24 months continued vesting) and double‑trigger CoC vesting reduce near‑term departure risk; 2024 say‑on‑pay support and consistent performance strengthen sustainability of incentive design .
- Execution: Company’s record operating results and strong underwriting performance support ongoing incentive attainment; however, reliance on peer‑relative metrics (TBVPS growth, combined ratio) means sector conditions and catastrophe loss trends can swing future vesting outcomes—key to monitoring PSU accruals/payouts .