Nelson J. Chai
ChubbAbout Nelson J. Chai
Independent director of Chubb Limited (CB), age 59, joined the Board in 2024 and serves on the Audit Committee. He is Executive Chair of DailyPay LLC and was previously CFO of Uber Technologies (2018–2023), with prior senior finance roles at NYSE Euronext/NYSE Group, Merrill Lynch & Co./Bank of America, CIT Group (including Chairman of CIT Bank NA), and CEO of The Warranty Group; he has served on Thermo Fisher Scientific’s board since 2010 . The Board has determined Mr. Chai is independent under NYSE standards; in 2024 the Board met five times and all directors attended at least 75% of meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Uber Technologies, Inc. | Chief Financial Officer | Sep 2018 – Dec 2023 | Public company CFO; financial and accounting oversight |
| The Warranty Group | President & Chief Executive Officer | 2017 – 2018 | Led warranty underwriting/services provider |
| CIT Group, Inc. | President; senior management roles | 2011 – 2015 (at CIT: 2010 – 2015) | Finance and leadership at financial services firm |
| CIT Bank NA | Chairman | 2014 – 2015 | Bank oversight; risk and governance exposure |
| Bank of America Corp./Merrill Lynch & Co. | EVP & Chief Financial Officer | 2007 – 2008 | Global finance leadership |
| NYSE Euronext, Inc./NYSE Group, Inc. | EVP & Chief Financial Officer | 2006 – 2007 | Exchange operator CFO |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| DailyPay LLC (private) | Executive Chair | Current | Earned wage access/worktech platform |
| Thermo Fisher Scientific Inc. | Director | Since 2010 | Public company board service |
Board Governance
- Committee assignments: Audit Committee member; Audit is chaired by Robert W. Scully; members include Nancy K. Buese, Nelson J. Chai, Theodore E. Shasta. All members are independent, “audit committee financial experts,” and financially literate per NYSE; the Audit Committee held 14 meetings and one in-depth session in 2024 .
- Independence: The Board determined Mr. Chai and a substantial majority of directors are independent under NYSE standards; all directors attended at least 75% of Board and committee meetings in 2024; the Board met five times in 2024 .
- Lead Independent Director: Michael P. Connors serves as Lead Director with significant powers; regular executive sessions of independent directors occur each quarterly meeting .
- Expected 2025 committee membership: Audit for Mr. Chai .
Fixed Compensation
| Component | 2024 Amount | Details |
|---|---|---|
| Fees Earned or Paid in Cash | $101,250 | Quarterly cash retainer; partial year due to 2024 start |
| Stock Awards (Restricted Stock) | $190,184 | Grant date fair value; 718 shares at $264.88; vest at 2025 AGM |
| All Other Compensation | $30,000 | Charitable matching (max $40,000) |
| Total | $321,434 | Sum of the above |
| Standard Director Compensation (2024 structure) | $325,000 | $190,000 restricted stock + $135,000 cash |
| Chair/Lead Fees (2024) | Varied by committee | Audit Chair $40k; Compensation Chair $25k; Nominating & Governance Chair $25k; Risk & Finance Chair $35k; Lead Director $100k |
| 2025 Parameter Changes | Increased | Cash retainer to $150k; equity retainer to $225k; Compensation Chair to $30k; elimination of per-meeting fees for special sessions |
Restricted stock becomes non-forfeitable at end of the plan year if continuous Board service is maintained; directors may elect to receive compensation in stock .
Performance Compensation
| Performance Linkage | Metrics/Targets | Notes |
|---|---|---|
| None | N/A | Board member compensation is fixed (cash/equity) and not tied to specific corporate results or performance targets |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Risk |
|---|---|---|
| Thermo Fisher Scientific Inc. | Director | No material relationships with Chubb disclosed; Board affirmed independence and no material relationships for nominees, including Mr. Chai |
| DailyPay LLC | Executive Chair | Private company role; no related-party transactions disclosed; subject to director external commitment limits |
Governance limits: public company CEOs may not sit on more than one other public company board; no director may have more than four additional public company board and executive management affiliations .
Expertise & Qualifications
- Financial expert: Extensive CFO experience at global public companies; Audit Committee comprised solely of independent directors designated financial experts .
- Strategy and risk: Experience across technology (Uber, DailyPay), financial services (CIT, Merrill/BoA), and market infrastructure (NYSE) valuable for financial reporting, controls, and enterprise risk oversight .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Common Shares Subject to Options | Restricted Common Shares | Ownership % of Outstanding |
|---|---|---|---|---|
| Nelson J. Chai | — | — | 718 | <1% (for each individual listed) |
- Voting/transferability: Restricted Common Shares have voting power but not disposal rights; table reflects holdings as of March 21, 2025 .
- Ownership guidelines: Minimum director equity ownership increased to five times annual cash retainer (new minimum $750,000) as of the 2025 AGM; directors have five years from initial election to meet the requirement; restricted stock (vested/unvested) counts; directors are prohibited from pledging or hedging Common Shares .
- Compliance timing: With initial Board service in 2024, Mr. Chai has until his fifth anniversary (2029) to meet the guideline .
- Hedging/pledging: Prohibited; Trading Policy applies to directors and requires pre-clearance and 10b5-1 plan review; new pledging by directors has been prohibited since 2017 .
Governance Assessment
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Strengths
- Independence and audit oversight: Mr. Chai is an independent director and Audit Committee member; the committee held 14 meetings in 2024 and all members are financial experts, signaling robust financial oversight .
- Alignment: Mandatory stock ownership guidelines increased to $750k; restricted stock awards provide ownership exposure; hedging/pledging prohibitions enhance alignment .
- Engagement: Board met five times in 2024; independent directors hold executive sessions each quarterly meeting; Lead Independent Director structure is strong .
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Watch items / potential red flags
- Early-stage ownership: As a 2024 appointee, holdings currently consist of restricted shares (718), which is typical but below the heightened $750k guideline; he has five years to comply .
- External commitments: Executive Chair at DailyPay and director at Thermo Fisher; within governance limits, but ongoing monitoring for time/attention and potential conflicts is warranted; no material relationships disclosed and independence affirmed .
- No performance-conditioned director pay: Compensation is market-based and not performance-linked; while common for boards, some investors prefer performance-conditioned equity. Chubb’s framework explicitly avoids performance metrics for director compensation .
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Shareholder oversight signals
- Swiss law requires binding annual vote on maximum Board compensation; 2025 proposal increased cap to $6.5 million with revised parameters (cash/equity retainer increases; elimination of per-meeting fees), reflecting benchmarking and committee oversight by Farient Advisors .
- Regular elections and majority vote standard; shareholders elect Compensation Committee members separately, enhancing accountability .