Michael L. Corbat
ChubbAbout Michael L. Corbat
Michael L. Corbat (age 64) is an independent director of Chubb Limited (CB) who joined the Board in 2023; he currently serves on the Risk & Finance Committee and is nominated for election to the Compensation Committee at the 2025 AGM. Corbat is the former Chief Executive Officer of Citigroup Inc. (2012–2021) and brings deep expertise in financial services, risk management, regulatory affairs, and global operations. The Board has affirmatively determined Corbat to be independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup Inc. | Chief Executive Officer | Oct 2012 – Mar 2021 | Led a large, highly regulated global financial services company; broad operational and regulatory oversight |
| Citigroup Inc. | CEO, Europe, Middle East & Africa | Dec 2011 – Oct 2012 | Regional leadership across multi-jurisdictional markets |
| Citigroup Inc. | CEO, Citi Holdings | Jan 2009 – Dec 2011 | Oversaw legacy assets and risk reduction |
| Citigroup Inc. | CEO, Citi Global Wealth Management | Sep 2008 – Jan 2009 | Led global wealth businesses |
| Citigroup Inc. | Head, Global Corporate & Commercial Bank; Head, Global Relationship Bank | Prior roles | Managed institutional client businesses |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| 26North Partners (private investment firm) | Senior Advisor | Since 2022 | Advisory role |
| Teton Advisors LLC | Founder | Since 2022 | Private consulting business |
| Citigroup Inc. | Director | 2012 – 2021 | Prior public company board service |
| Industry/Policy Bodies | Member or leadership roles | Various | The Clearing House Association (Chair of Supervisory Board), Financial Services Forum (Vice Chair), Bank Policy Institute (Member), Partnership for NYC (Exec Committee), Business Council (Member), Business Roundtable (Member), WEF IBC (Member) |
Board Governance
- Committee assignments: Member, Risk & Finance Committee (4 meetings in 2024); nominated for election to the Compensation Committee alongside Connors, Sidwell, and Townsend at the 2025 AGM .
- Independence: The Board determined Corbat is independent; the Board’s slate is 93% independent, with all standing committees (except Executive) composed entirely of independent directors .
- Attendance and engagement: The Board met five times in 2024, and all directors attended at least 75% of Board and relevant committee meetings; all directors then in office (except the retiring director) attended the 2024 AGM .
- Oversight and effectiveness: Annual Board and committee self-evaluations (results in 2024 “overwhelmingly positive”); regular executive sessions of independent directors at each quarterly Board meeting; robust risk oversight through the Risk & Finance Committee and the full Board .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer (2024) | $135,000 | Standard cash retainer |
| Equity Retainer (Restricted Stock, 2024 grant) | $190,184 | Granted at 2024 AGM; vests at 2025 AGM; grant-date FMV $264.88 per share |
| All Other Compensation (Director charitable match, 2024) | $40,000 | Matching of director charitable contributions up to $40,000 |
| Total (2024) | $365,184 | Aggregate 2024 director compensation |
Director compensation structure (policy and recent changes):
- Standard structure (2024): $325,000 per year ($135,000 cash; $190,000 restricted stock); committee chair fees: Audit $40,000, Compensation $25,000, Nominating & Governance $25,000, Risk & Finance $35,000; Lead Director fee: $100,000; no meeting fees .
- Changes effective as of 2025 AGM: cash retainer increased to $150,000; equity retainer to $225,000; Compensation Committee Chair fee to $30,000; elimination of per-meeting fees affirmed .
- Director equity ownership guideline increased in 2025 to five times the annual cash retainer ($750,000 minimum), with five years from initial election to comply .
Performance Compensation
- Chubb directors do not receive performance-based compensation; Board member pay is fixed and not tied to specific corporate results or targets. Annual equity grants are time-based restricted stock that vest at the following AGM; directors may elect to receive more of their compensation in stock .
Other Directorships & Interlocks
| Company | Role | Status |
|---|---|---|
| Citigroup Inc. | Director | Prior (2012–2021) |
| Current public company boards (other than Chubb) | — | None disclosed in proxy |
- Interlocks/potential conflicts: The proxy outlines Related Party Transactions Guidelines and pre-approval requirements; ordinary-course insurance sales to related parties on market terms are deemed pre-approved. No specific related-party transaction involving Corbat is described in the filing; any such transaction would require Nominating & Governance Committee oversight per policy .
Expertise & Qualifications
- Experienced financial services executive with extensive proficiency in risk management, financial reporting, institutional and consumer businesses, regulatory and compliance, and corporate affairs; prior CEO of a complex global financial services company .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Common Shares Beneficially Owned (as of Mar 21, 2025) | 716 | Sole voting/investment power unless noted |
| Restricted Common Shares (power to vote, not dispose) | 718 | Voting rights; disposal restricted |
| Ownership as % of Outstanding Shares | <1% | As noted for each named individual |
| Pledging/Hedging | Not permitted for directors | Company policy prohibits hedging; no new pledging allowed for executive officers/directors |
| Stock Ownership Guideline | $750,000 minimum (5× cash retainer) | Directors have 5 years from initial election to comply; all directors with ≥5 years service meet guidelines |
| Time to Compliance (Corbat) | Within 5-year window from 2023 | Eligible period to reach guideline per policy |
Governance Assessment
-
Strengths:
- Independence confirmed; relevant committee service (Risk & Finance) and nominated to Compensation Committee, aligning with his risk and finance background .
- Strong attendance culture (Board met 5 times in 2024; all directors ≥75% attendance) and AGM participation; robust executive-session practice enhancing independent oversight .
- Director pay is transparent and fixed; mix includes equity grants that support alignment; ownership guideline strengthened to $750k minimum with five-year compliance window .
- Formal related-party transaction controls; annual Board/committee self-evaluations reported “overwhelmingly positive” for 2024 .
-
Watch items / potential risks:
- Current share ownership is modest relative to the new $750k guideline; however, Corbat remains within the five-year window from his 2023 appointment to reach compliance .
- Compensation Committee service heightens influence over pay; Swiss law requires shareholders to elect committee members, providing accountability, but continued monitoring of pay decisions and alignment is prudent .
- No specific related-party transactions disclosed for Corbat; adherence to guidelines and continued transparency remain important for investor confidence .