Joseph F. Wayland
ChubbAbout Joseph F. Wayland
Joseph F. Wayland is Executive Vice President, General Counsel and Secretary of Chubb Limited (CB). He has served as General Counsel and Secretary since July 2013 and was appointed Executive Vice President in January 2016 . As of February 27, 2025, he is age 67 . Prior to Chubb, he was a partner at Simpson Thacher & Bartlett (1994–2013) and served in the U.S. Department of Justice’s Antitrust Division as Deputy Assistant Attorney General and later Acting Assistant Attorney General (2010–2012) . In current responsibilities, the General Counsel coordinates the company’s sustainability initiatives, including climate-related policies and strategies . Executive compensation at Chubb is heavily performance-linked; performance-based equity vesting is tied to three-year relative tangible book value per share growth (70% weight) and P&C combined ratio (30% weight), with a TSR-based premium award modifier above the 75th percentile; this framework governs Executive Management incentives including the General Counsel .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Simpson Thacher & Bartlett LLP | Partner | 1994–2013 | Led complex legal matters; commercial and financial services expertise relevant to Chubb’s global operations |
| U.S. Department of Justice, Antitrust Division | Deputy Assistant Attorney General; Acting Assistant Attorney General | 2010–2012 | Oversaw antitrust enforcement; regulatory experience strengthens Chubb’s legal, compliance and risk posture |
| Chubb Limited | General Counsel and Secretary | Since July 2013 | Corporate secretary and chief legal officer responsibilities; coordinates sustainability policy |
| Chubb Limited | Executive Vice President | Since January 2016 | Member of Executive Management, contributing to governance and strategic execution |
External Roles
No public company board memberships or external directorships disclosed for Mr. Wayland. Skip if not disclosed.
Fixed Compensation
Chubb’s Executive Management compensation comprises base salary, annual cash bonus, and long-term equity awards; the majority is variable and linked to company and individual performance .
| Component | Structure and Notes |
|---|---|
| Base Salary | Fixed cash; adjusted periodically by the Compensation Committee based on responsibilities and market data |
| Annual Cash Bonus | Discretionary, performance-based; determined considering core operating metrics and strategic objectives |
| Long-Term Equity Awards | Delivered primarily as performance-based PSUs/PSAs; may include RSUs/RSAs and stock options; emphasis on at-risk pay |
| Benefits & Perquisites | Customary executive benefits; perquisites may include housing allowance, car allowance, club dues (policy examples); no general tax gross-up practice for NEOs (historical exception noted for one NEO) |
Note: Individual base salary and bonus amounts for Joseph Wayland are not separately disclosed; Swiss law requires prospective shareholder approval of the maximum aggregate Executive Management compensation ($72 million for 2025; $78 million for 2026) covering salary, bonus, equity, retirement contributions and perquisites .
Performance Compensation
| Metric | Weighting | Target Framework | Actual/Payout Mechanics | Vesting |
|---|---|---|---|---|
| Tangible Book Value Per Share Growth (relative) | 70% | Relative to Financial Performance Peer Group over 3 years | Target and Premium Awards determined by performance; Premium Awards considered when performance exceeds 75th percentile; TSR assessed to calibrate Premium Awards | Cliff vest at end of 3-year performance period if criteria met |
| P&C Combined Ratio (relative) | 30% | Relative to Financial Performance Peer Group over 3 years | Integrated into Target/Premium Award determination along with TBVPS; evaluated only on a relative basis for vesting | Cliff vest at end of 3-year performance period if criteria met |
Award vehicle structures:
- PSUs/PSAs: Performance-based; vest at 3 years based on relative TBVPS growth and combined ratio; TSR serves as modifier for Premium Awards when above 75th percentile .
- RSUs/RSAs: Time-based; vest evenly over 4 years; subject to forfeiture if vesting conditions fail .
- Stock Options: Time-based; vest evenly over 3 years; 10-year exercise period; exercise price at grant-date market value .
Chubb emphasizes at-risk compensation (95% CEO, 89% other NEOs), performance-based equity at 100% of annual equity grants for NEOs, and robust governance policies (clawbacks, hedging ban, no new pledging) to align incentives .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial Ownership | The proxy discloses beneficial ownership for NEOs and directors individually and for all directors, nominees and SEC executive officers collectively (23 individuals). Individual ownership for Mr. Wayland is not separately itemized; the group collectively held 1,381,704 common shares, 1,277,339 options, and 419,738 restricted common shares as of March 21, 2025 . |
| Stock Ownership Guidelines | Mandatory for executives: CEO 7x salary; other NEOs and Executive Committee members 4x salary; officers must retain at least 50% of net shares from vesting/exercise until guideline met; all NEOs in compliance . |
| Hedging Prohibition | Prohibits short selling, day trading, and derivative or hybrid transactions in Chubb securities (other than company-issued securities) . |
| Pledging Policy | Since 2017, new pledging of Chubb shares by executive officers and directors is prohibited . |
| Insider Trading Policy | Global policy with pre-clearance and 10b5-1 plan oversight for directors and executives . |
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreements (Swiss domestication) | Executive Management entered into Swiss employment agreements allocating 5–10% of compensation to Swiss parent; formalizes direct responsibilities to Chubb Limited in Switzerland; similar framework may allocate compensation to US and Bermuda based on time worked . |
| Non-Compete Agreements | Post-employment non-competes for Executive Management up to 24 months; restrictions apply if company terminates employment (excluding disability, gross negligence, or willful misconduct) . |
| Severance Economics (under Non-Compete) | Two times annual base salary; two times the average bonus of prior three years; 24 months of company health/dental premium payments; pro rata bonus for year of termination; 24 months of continued vesting for certain pre-termination equity awards; forfeiture and repayment apply upon breach; waiver/release required . |
| Clawbacks | NYSE restatement-based clawback for erroneously awarded incentive compensation; additional misconduct clawback (2018 policy) enabling recoupment of cash/equity (vested and unvested) for fraud or intentional misconduct causing material financial/reputational harm . |
Investment Implications
- Alignment: Mandatory ownership guidelines, no new pledging, hedging ban, and dual clawback regime support strong pay-for-performance alignment and reduce hedging/pledging red flags .
- Incentive structure: Heavy use of three-year, relative performance-based equity (TBVPS growth and combined ratio) plus TSR modifier promotes underwriting discipline and balance sheet accretion—key drivers of P&C value creation .
- Retention risk: Replacement of the severance plan with non-compete agreements and substantial post-termination economics can mitigate retention risk but introduces potential future cash outflow and extended equity vesting if terminated without cause; monitor any executive transitions for 24-month obligations .
- Transparency gap: Individual compensation and share ownership for Mr. Wayland are not separately disclosed in SEC proxy tables (he is Executive Management but not an SEC-named executive officer), limiting precision in ownership analysis and direct insider-selling assessments; use Form 4 monitoring and Swiss Compensation Report for supplemental visibility where available .
- Shareholder posture: Strong say-on-pay support (94.3% in 2024; 94.45% in 2023) suggests investor acceptance of Chubb’s compensation design and execution, which includes Executive Management policies covering the General Counsel .
Citations
- Executive Management composition and Swiss compensation approvals:
- Age and biography; role dates:
- Sustainability role of General Counsel:
- Compensation philosophy and at-risk mix:
- Performance equity weightings and vesting:
- Ownership table and collective figures:
- Ownership guidelines and compliance:
- Hedging and pledging prohibitions; clawbacks:
- Employment arrangements (Swiss domestication):
- Non-compete agreements and economics:
- Say-on-pay outcomes: