Michael P. Connors
ChubbAbout Michael P. Connors
Independent Lead Director of Chubb Limited; age 69; director since 2011 and Lead Director since 2020. Founder, Chairman and CEO of Information Services Group, Inc. (technology insights and advisory), with prior senior roles at VNU N.V., ACNielsen, American Express, and Sprint. Independent; serves on the Compensation, Nominating & Governance, and Executive Committees. He is described as a successful CEO bringing deep corporate management experience, marketing/media expertise, and has chaired two compensation committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Information Services Group, Inc. | Founder, Chairman & CEO | Current | Brings current CEO perspective and IT/market intelligence expertise to Chubb; enhances oversight on exec compensation and IT matters. |
| VNU N.V. | Executive Board member; Chairman & CEO, Media Measurement & Information Group; Chairman, VNU World Directories | 2001–2005 | Large-scale media/marketing information leadership; board-level management experience. |
| ACNielsen | Vice Chairman of the Board | 1996–2001 | Global marketing research; senior governance and industry expertise. |
| American Express (TRS) | Senior Vice President | 1989–1995 | Financial services operating experience; risk and customer insights. |
| Sprint Corporation | Corporate Vice President | Pre-1989 | Telecom operating and corporate leadership experience. |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Information Services Group, Inc. | Chairman & CEO | Current | Public-company CEO; aligns with Chubb guideline limiting public-company CEOs to ≤1 external public board (excluding Chubb). |
| Eastman Chemical Company | Director | Past 5 years | Adds manufacturing/industrial board experience; no disclosed Chubb-related transactions. |
Board Governance
- Independent Lead Director with substantive authority: co-sets board agendas with chair; can convene board meetings; presides over executive sessions; leads CEO evaluation and compensation review; conducts individual director evaluations; engages with shareholders; ensures independence in deliberations.
- Committee assignments: Member—Compensation; Member—Nominating & Governance; Member—Executive. All standing committees (except Executive) are fully independent.
- Compensation Committee elections: Connors nominated (and previously serving); Swiss law requires shareholders elect compensation committee members; all nominees determined independent.
- Executive sessions: Independent directors meet at each quarterly board meeting; Connors, as Lead Director, presides and sets agendas.
- Board attendance and AGM engagement: All directors then in office and nominees attended the 2024 annual general meeting (except the retiring director).
- Executive Committee (Chair, Lead Director, committee chairs) did not meet in 2024 and has not met since 2011.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned/Paid in Cash (Connors) | $222,500 | Includes standard cash retainer and Lead Director fee; no per-meeting fees in 2024. |
| Stock Awards (Connors) | $190,184 | Restricted stock awarded at AGM; fair value based on $264.88; vests at next AGM; ~718 shares. |
| All Other Compensation (Connors) | $0 | Charitable matching program available up to $40,000 per year; none for Connors in 2024. |
| Total (Connors) | $412,684 | Cash + equity. |
| Structural Parameters | 2024 | 2025 (approved changes) |
|---|---|---|
| Annual Cash Retainer | $135,000 | $150,000 |
| Equity Retainer (restricted stock) | $190,000 (grant-date FV) | $225,000 |
| Lead Director Annual Fee | $100,000 | Unchanged |
| Committee Chair Fees | Audit $40,000; Compensation $25,000; N&G $25,000; Risk & Finance $35,000 | Compensation Chair to $30,000; others unchanged |
| Meeting Fees | None | Eliminated for special meetings going forward |
- Director compensation oversight moved to Compensation Committee in 2024; Farient Advisors engaged for benchmarking and parameter changes.
Performance Compensation
| Feature | Disclosure |
|---|---|
| Performance linkage for directors | Board member compensation is fixed (cash/equity) and not tied to specific corporate results or performance targets. |
| Clawbacks/COC terms for directors | Not disclosed for non-employee directors; clawback policy applies to executives. |
Other Directorships & Interlocks
| Company | Relationship to Chubb | Potential Interlock/Conflict |
|---|---|---|
| Information Services Group, Inc. | External public-company CEO role | No related-party transactions disclosed; within guideline limiting public-company CEOs to ≤1 external public board; Articles cap total external affiliations at ≤4. |
| Eastman Chemical Company | Past directorship | No Chubb-related transactions disclosed. |
- Related-party transactions (2024): Chubb disclosed arm’s-length dealings with certain >5% shareholders (e.g., BlackRock investment management, ABR Re arrangements), but none involve Connors personally.
Expertise & Qualifications
- CEO and board leadership across information services, marketing/media, and financial services; enhances oversight of executive compensation, management development, human capital, and IT matters.
- Has chaired two compensation committees; strengthens pay governance effectiveness.
- Lead Director responsibilities codified; active in director evaluations, agenda-setting, risk oversight coordination, and shareholder engagement.
Equity Ownership
| Holder | Common Shares Beneficially Owned | Options (within 60 days) | Restricted Common Shares | Ownership % of Outstanding |
|---|---|---|---|---|
| Michael P. Connors | 16,506 | 0 | 718 | ~0.0041% (16,506 / 400,685,102) |
- Stock ownership requirements for directors increased in 2025 to five times the cash retainer (minimum $750,000); directors have five years to comply; all directors with ≥5 years of service meet requirements, and directors are prohibited from pledging or hedging Chubb shares.
- Trading policy prohibits hedging and imposes pre-clearance and trading-plan oversight for directors.
Governance Assessment
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Strengths: Robust, codified Lead Director role with substantive powers and regular executive sessions; independent committee structure; formal shareholder election of Compensation Committee members; enhanced director ownership guidelines; prohibition on pledging/hedging; use of independent advisor (Farient) to benchmark director pay.
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Signals: 2025 increases to cash/equity retainers and Comp Chair fee reflect benchmarking to peers; removal of meeting fees aligns pay structure toward fixed retainers over variable attendance.
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Potential risks/monitoring:
- Combined Chair/CEO structure persists, mitigated by a strong Lead Director; maintain vigilance on independence in CEO evaluation and risk oversight.
- Time/commitment: Connors is a sitting public-company CEO (ISG); guidelines limit external affiliations and CEOs to ≤1 outside public board; monitor workload and engagement; no attendance concerns disclosed.
- Related-party exposure: No Connors-specific related-party transactions disclosed; firm-level transactions with large shareholders conducted on arm’s-length basis.
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RED FLAGS: None disclosed specific to Connors (no pledging/hedging; no related-party transactions; independent status affirmed; formal engagement and executive session leadership). Continue to monitor for any changes in external commitments, director ownership compliance, or shifts in Compensation Committee practices.