Sheila P. Burke
ChubbAbout Sheila P. Burke
Independent director of Chubb Limited (CB), age 74, serving since 2016 (9 years of service). Strategic Advisor at Baker, Donelson, Bearman, Caldwell & Berkowitz, PC and Chair of its Government Relations & Public Policy Group; former Harvard Kennedy School faculty member; prior senior leadership roles at the Smithsonian Institution and Chief of Staff to the U.S. Senate Majority Leader. Current governance role at Chubb is focused on enterprise risk oversight through the Risk & Finance Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Senate | Chief of Staff to the Majority Leader | 1985–1996 | Senior policy leadership; public policy expertise |
| Harvard Kennedy School | Executive Dean & Lecturer in Public Policy | 1996–2000 | Academic administration; governance insight |
| Smithsonian Institution | Under Secretary (American Museums & National Programs) | 2000–2003 | Operations oversight; cultural institution governance |
| Smithsonian Institution | Deputy Secretary & COO | 2004–2007 | Enterprise operations leadership |
| Harvard Kennedy School | Faculty Research Fellow; Member of Faculty | 2007–2024 | Public policy scholarship; long-term policy expertise |
| The Chubb Corporation | Director | 1997–2016 | Legacy Chubb board experience prior to merger |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Baker, Donelson, Bearman, Caldwell & Berkowitz, PC | Strategic Advisor; Chair, Government Relations & Public Policy Group | No (law firm) | Public policy/government relations leadership |
| Ascension Healthcare | Co-Chair of the Board | No (non-profit healthcare) | Governance at large not-for-profit health system |
| WellPoint, Inc. (now Elevance Health Inc.) | Former Director | Yes (past) | Prior public company board experience |
The 2025 proxy does not disclose any current public company directorships for Burke besides Chubb; disclosed current external roles are Ascension Healthcare (non-profit) and Baker Donelson.
Board Governance
- Independence: The Board determined Burke is independent under NYSE standards; independent directors constitute a substantial majority of the Board.
- Committee assignment: Risk & Finance Committee member (not Chair).
- 2024 meeting activity: Board met 5 times; all directors attended at least 75% of aggregate Board and committee meetings of which they were members. Risk & Finance Committee held 4 meetings in 2024.
- AGM attendance: All directors then in office and nominees attended the 2024 AGM except the director who retired at that meeting.
- Governance environment: All Audit, Compensation, Nominating & Governance, and Risk & Finance committees are composed entirely of independent directors; regular executive sessions of independent directors; strong Lead Director role.
| Committee | 2024 Meetings | Independence | Burke Membership |
|---|---|---|---|
| Risk & Finance | 4 | All members independent | Member |
| Audit | 14 | All members independent | Not a member |
| Compensation | 4 + in-depth sessions | All members independent | Not a member |
| Nominating & Governance | 4 | All members independent | Not a member |
Fixed Compensation
| Year | Cash Retainer (USD) | Stock Awards Grant-Date Fair Value (USD) | All Other Compensation (USD) | Total (USD) |
|---|---|---|---|---|
| 2024 | $135,000 | $190,184 (restricted stock, vest at 2025 AGM) | $14,000 (charitable match program) | $339,184 |
- Standard director compensation structure (2024 plan year): $325,000 total ($190,000 restricted stock + $135,000 cash); committee chair fees (Audit $40k; Compensation $25k; Nominating & Governance $25k; Risk & Finance $35k); no meeting fees paid in 2024; directors may elect to receive all comp in stock.
- 2025 parameter changes (effective as of 2025 AGM): Cash retainer increased to $150,000; equity retainer increased to $225,000; Compensation Committee Chair cash retainer increased to $30,000; elimination of per-meeting fees for special meetings.
Performance Compensation
| Performance Metric | Applies to Director Pay? | Evidence |
|---|---|---|
| Corporate/financial performance metrics | No | Director compensation is fixed and not tied to achievement of specific corporate results/performance targets. |
| Meeting-based fees | No (none paid in 2024) | No fees for attendance at regular/special Board or committee meetings in 2024. |
Other Directorships & Interlocks
| Company | Status | Role | Notes |
|---|---|---|---|
| Elevance Health (formerly WellPoint, Inc.) | Past | Director | Historical service; no current interlock disclosed. |
| The Chubb Corporation | Past | Director | Joined Chubb Limited Board at time of merger. |
No related-party interlocks disclosed in the proxy for Burke; the Board maintains formal Related Party Transactions Guidelines and monitoring processes.
Expertise & Qualifications
- Public policy/government affairs: Deep experience via U.S. Senate leadership and law firm government relations; valuable for regulatory and policy oversight.
- Governance and risk oversight: Extensive board service across public, private, and non-profit organizations; contributes to strategy, regulatory matters, and risk management.
- Board skills matrix alignment: Public Policy/Government Affairs/Regulation and Corporate Governance are explicit Board criteria.
Equity Ownership
| As of March 21, 2025 | Common Shares Beneficially Owned | Options (within 60 days) | Restricted Common Shares (voting, not disposal) | Ownership % of Outstanding |
|---|---|---|---|---|
| Sheila P. Burke | 7,471 | 0 | 718 | <1% (each individual <1%) |
- Additional equity interests not included in table totals: Fully vested Market Value Units payable in Common Shares (11,532) and fully vested Deferred Stock Units (28,837) subject to payment timing conditions.
- Director stock ownership guidelines: Increased to minimum of five times annual cash retainer ($750,000 minimum); five-year period to achieve; counts restricted stock and prior deferred RSUs; all directors with 5+ years meet requirements (Burke qualifies given 9 years of service). Directors are not permitted to pledge or hedge Common Shares.
Governance Assessment
- Strengths: Independent status; active Risk & Finance Committee membership; consistent meeting attendance standards; clear ownership alignment via robust stock ownership guidelines; fixed, non-performance-linked director pay reduces pay-for-performance conflict risks; strong committee independence and oversight processes. These factors support investor confidence in board effectiveness and risk oversight.
- Potential watch items: Long tenure (9 years) can raise refreshment considerations; multiple external commitments (non-profit and policy advisory) warrant ongoing monitoring for related-party interactions; however, the proxy outlines rigorous related-party transaction guidelines and monitoring (including review thresholds for not-for-profit contributions), mitigating conflict risk. No Burke-specific related-party transactions are described.
- Compensation signals: Elimination of per-meeting fees and modest increases to retainers indicate standardized, market-aligned director pay; no discretionary, performance-tied elements for directors.
Overall, Burke’s policy/regulatory expertise and risk committee engagement are additive to CB’s governance and ERM oversight; ownership guideline compliance and independence status align her incentives with shareholders while minimizing conflict risk.