Michael G. Atieh
About Michael G. Atieh
Independent director of Chubb Limited (CB); age 71; on the Board since 1991 (34 years). Former Executive Vice President and Chief Financial and Business Officer at Ophthotech; extensive finance, operating, and audit experience across biopharma, technology, and Fortune 50 pharma; Chubb Risk & Finance Committee member. Determined independent under NYSE standards; Board met five times in 2024, and all directors (including Atieh) attended at least 75% of meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ophthotech Corporation | EVP & Chief Financial and Business Officer | Sep 2014–Mar 2016 | Senior finance leadership in biopharma |
| Eyetech Inc. | Executive Chairman | Feb 2009–Feb 2012 | Led specialty pharma; governance leadership |
| OSI Pharmaceuticals | EVP & CFO | Jun 2005–Dec 2008 | CFO; prior OSI Director & Audit Chair (2003–2005) |
| Dendrite International | SVP & CFO; later Group President | Oct 2000–Dec 2001; Jan 2002–Feb 2004 | Finance and operating leadership in software |
| Merck & Co., Inc. | Treasurer; VP Public Affairs; SVP Merck-Medco; VP U.S. Human Health | Apr 1990–Sep 2000 | Finance, managed care, and operations leadership |
| Ernst & Young | Audit Manager | Prior to 1990 | Audit expertise; basis for financial oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Immatics N.V. | Director; Audit Committee Chair | Current | Audit oversight in clinical-stage biopharma |
| Oyster Point Pharma, Inc. | Director; Audit Committee Chair | Oct 2020–Jan 2023 | Audit leadership pre-acquisition |
| electroCore, Inc. | Director | Jun 2018–Jun 2022 | Governance in medical technology |
| Theravance Biopharma, Inc. | Director | Jun 2014–Apr 2015 | Board member in biopharma |
| OSI Pharmaceuticals, Inc. | Director; Audit Committee Chair | Jun 2003–May 2005 | Audit oversight |
Board Governance
- Committee assignments: Risk & Finance Committee member; committee met 4 times in 2024 and oversees ERM, capital structure, and investment risk .
- Independence: Board determined Atieh independent; 93% of nominee slate independent; independent directors hold regular executive sessions .
- Attendance: Board met five times in 2024; all directors attended ≥75% of their Board and committee meetings .
- AGM election support (2025): Votes for 317,795,932; against 12,837,296; abstain 308,481; broker non-votes 27,048,017 .
- Director commitments policy: Corporate Governance Guidelines and Articles limit directors to no more than four additional public company board/executive management affiliations; meaningful external commitment limitations enforced .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Cash retainer | $135,000 | Paid quarterly |
| Equity grant (restricted stock) | $190,184 | Granted at AGM; vests at next AGM; grant-date share price $264.88 |
| Other compensation | $40,000 | Matching charitable contributions (max) |
| Total | $365,184 | Sum of above |
- Standard outside director parameters (2024): $325,000 total ($135,000 cash; $190,000 equity); committee chair fees apply where relevant (Atieh not a chair) .
- Parameter updates effective 2025 AGM: cash retainer increased to $150,000; equity retainer to $225,000; Compensation Committee Chair fee to $30,000; special meeting fees eliminated .
Performance Compensation
| Performance-Linked Elements | Status | Notes |
|---|---|---|
| Director pay tied to corporate performance targets | None | Board members (except CEO) receive fixed compensation; not tied to specific corporate results or performance targets |
Other Directorships & Interlocks
- Current public company: Immatics N.V. (Audit Chair) .
- Prior public companies: Oyster Point Pharma (Audit Chair); electroCore; Theravance Biopharma; OSI Pharmaceuticals (Audit Chair) .
- Related-party transactions: Proxy discloses related-party dealings primarily with BlackRock and Starr; no transactions disclosed involving Atieh .
- Section 16(a) compliance: No delinquency noted for Atieh; disclosures cite other individuals for administrative corrections .
Expertise & Qualifications
- Deep finance and audit expertise: Prior CFO roles (OSI, Ophthotech), audit manager at Ernst & Young, and multiple audit chair roles (including service as chair of Chubb’s audit committee historically and other public companies) .
- Operating and commercial acumen: Merck senior roles in managed care, U.S. Human Health; Dendrite operating leadership; customer-facing responsibilities .
- Risk oversight: Long tenure provides historical context for ERM; current service on Risk & Finance aligns with financial and risk management background .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Options (Exercisable ≤60 days) | Restricted Common Shares | Notes |
|---|---|---|---|---|
| Michael G. Atieh | 16,475 | — | 718 | Includes vested stock units payable immediately upon separation (16,475); additional deferred RSUs not included: 22,229 payable ≥6 months after separation; individual holdings constitute <1% of outstanding shares |
- Director ownership guidelines: Minimum five times cash retainer ($150,000 in 2025 → $750,000 minimum); all directors with ≥5 years of service satisfy requirements (Atieh qualifies) .
- Hedging/pledging: Directors prohibited from hedging or new pledging of Chubb shares .
Governance Assessment
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Board effectiveness: Atieh’s extensive CFO/audit background strengthens Risk & Finance oversight; consistent attendance and independence support governance quality .
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Alignment: Mix of cash and annual restricted stock; robust director ownership guidelines met by long-serving directors; prohibition on hedging/pledging enhances alignment .
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Conflicts/related-party exposure: No related-party transactions disclosed for Atieh; no Section 16 concerns noted; commitment limits mitigate overboarding risk .
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Shareholder support signal: Strong re-election margin in 2025 AGM indicates investor confidence in his continued service and committee contribution .
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RED FLAGS: None identified specific to Atieh (no related-party transactions, no attendance issues, no disclosure of pledging). Potential soft flag is very long tenure (34 years), which the Board addresses via refreshment and tenure balance; Board highlights 43% of nominees with ≤5 years tenure and regular evaluations .