Robert W. Scully
ChubbAbout Robert W. Scully
Robert W. Scully, age 75, has served on Chubb’s Board since 2014. A retired Co‑President of Morgan Stanley, he previously held senior roles including member of the Office of the Chairman (2007–2009), Chairman of Global Capital Markets, and Vice Chairman of Investment Banking; earlier he was a managing director at Lehman Brothers and Salomon Brothers Inc. He is currently Chair of Chubb’s Audit Committee and a member of the Executive Committee, and is considered independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Member, Office of the Chairman | 2007–2009 | Senior leadership; oversight of global operations |
| Morgan Stanley | Co‑President; Chairman, Global Capital Markets; Vice Chairman, Investment Banking | Not disclosed (pre‑2009) | Capital markets and risk management expertise |
| Lehman Brothers | Managing Director | Not disclosed | Investment banking experience |
| Salomon Brothers Inc. | Managing Director | Not disclosed | Investment banking experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KKR & Co. Inc. | Director | Not disclosed | Audit/compensation committee service experience noted generally |
| Zoetis Inc. | Director | Not disclosed | Governance and oversight |
| FINRA | Public Governor | Not disclosed | Audit committee experience (FINRA) |
| UBS Group AG | Director (prior) | Not disclosed | Board oversight in global banking |
| Bank of America Corporation | Director (prior) | Not disclosed | Board oversight in global banking |
| GMAC Financial Services | Director (prior) | Not disclosed | Risk oversight |
| MSCI Inc. | Director (prior) | Not disclosed | Analytics/indices governance |
Board Governance
- Committee assignments: Audit Committee Chair and Executive Committee member .
- Independence: Board determined Scully is independent under NYSE listing standards; the Board’s slate is 93% independent (all except CEO) .
- Attendance and engagement: Board met five times in 2024; all directors attended at least 75% of Board and committee meetings; all directors then in office attended the 2024 AGM (except the retiring director) .
- Lead independent director and executive sessions: Michael P. Connors serves as Lead Director with significant powers; regular executive sessions of independent directors occur without management .
- Related‑party policy: Nominating & Governance Committee administers robust Related Party Transactions Guidelines with pre‑approvals limited to ordinary‑course insurance and de‑minimis thresholds; monitoring includes questionnaires and data checks .
Fixed Compensation
Chubb’s director pay is fixed (not performance-based) and market‑benchmarked; no meeting fees.
| Component | 2024 Structure | Notes |
|---|---|---|
| Annual retainer (cash) | $135,000 | Paid quarterly; directors may elect stock in lieu |
| Annual retainer (equity) | $190,000 (restricted stock) | Grants at AGM; vest at next AGM if service continues |
| Committee chair fees | Audit $40,000; Risk & Finance $35,000; Nominating & Governance $25,000; Compensation $25,000 | Paid quarterly; election to receive stock permitted |
| Lead Director fee | $100,000 | Paid quarterly |
| Meeting fees | None (regular or special meetings) | Eliminated |
2025 parameter update: cash retainer increased to $150,000; equity retainer to $225,000; Compensation Committee Chair to $30,000; special meeting fees eliminated .
Scully’s actual 2024 director compensation:
| Name | Cash Fees | Stock Awards | All Other Compensation (charitable match) | Total |
|---|---|---|---|---|
| Robert W. Scully | $0 (elected stock) | $365,005 | $40,000 | $405,005 |
Footnote: Scully elected stock in lieu of $135,000 cash retainer and $40,000 Audit Chair fee (received 509 and 151 restricted shares, respectively) .
Performance Compensation
| Performance-conditioned pay components | Applies to Director Pay? |
|---|---|
| Cash bonus, options, PSUs/TSR metrics | No – Directors receive fixed cash and time‑based restricted stock; compensation is not tied to corporate performance targets |
Ownership alignment policy: director equity ownership requirement increased to five times annual cash retainer (new minimum $750,000); five‑year compliance period; all directors with ≥5 years of service meet guidelines; no pledging/hedging permitted .
Other Directorships & Interlocks
| Potential Interlock/Network | Detail | Governance Consideration |
|---|---|---|
| Current public boards | KKR & Co. Inc.; Zoetis Inc. | Within Chubb’s external commitment limits (≤4 additional boards/exec affiliations) |
| Shared background on CB board | David H. Sidwell (retired CFO, Morgan Stanley) | Enhances capital markets/risk expertise; independence affirmed by Board |
| Related‑party exposure | No disclosed transactions with KKR or Zoetis; ordinary‑course insurance transactions with counterparties are pre‑approved under guidelines |
Expertise & Qualifications
- Deep capital markets and risk management expertise from senior leadership roles at Morgan Stanley; extensive audit and compensation committee service across organizations (including FINRA audit committee) .
- Broad oversight experience as a director across global financial institutions and corporates; knowledge of talent development and strategic initiatives .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Common Shares Subject to Options | Restricted Common Shares |
|---|---|---|---|
| Robert W. Scully | 44,243 | — | 1,378 |
Notes:
- Each individual’s holdings constitute less than 1% of outstanding shares .
- Includes 23,765 shares held by a family foundation; Scully has no pecuniary interest in these shares .
- Director equity ownership guideline compliance: all directors with ≥5 years meet requirements; no pledging/hedging allowed .
Governance Assessment
- Audit Chair role and independence: Scully’s chairmanship of the Audit Committee, with robust pre‑approval and auditor independence oversight, supports strong financial reporting quality .
- Attendance and engagement: Met the ≥75% attendance threshold; attended the 2024 AGM, indicating active engagement .
- Pay alignment: Elected to take retainer and chair fees in stock, increasing alignment; fixed director pay avoids pay‑for‑performance conflicts; strong ownership guidelines further align interests .
- Conflicts and red flags: No related‑party transactions disclosed involving companies where Scully serves; no Section 16(a) delinquency noted for Scully; directors prohibited from pledging/hedging shares .
- Board environment: Strong independent Lead Director structure; regular executive sessions and annual evaluations; majority independent board (93%) and committee independence bolster investor confidence .