Theodore E. Shasta
ChubbAbout Theodore E. Shasta
Theodore E. Shasta, age 74, has served on Chubb Limited’s Board since 2010; he is a retired Partner and Senior Vice President of Wellington Management Company with 25 years covering publicly traded insurance companies and is a Chartered Financial Analyst (CFA) since 1986 . He is nominated as an independent director and serves on Chubb’s Audit Committee; the Board has determined he meets NYSE independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wellington Management Company | Senior Vice President and Partner; specialized in financial analysis of insurance companies | Joined 1996; retired June 2009 | Brought deep investor/insurance analysis perspective |
| Loomis, Sayles & Company | Senior Vice President | Not disclosed | Investment management experience |
| Dewey Square Investors | Various capacities | Not disclosed | Financial analysis background |
| Bank of Boston | Various capacities | Not disclosed | Banking/financial experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MBIA, Inc. | Director; Audit Committee Chair; member of Finance & Risk, Compensation & Governance, Executive Committees | Director since 2009 | Leads audit oversight; broad governance engagement |
Board Governance
- Committee memberships: Shasta serves on Chubb’s Audit Committee; the 2024 Audit Committee members were Nancy K. Buese, Nelson J. Chai, Theodore E. Shasta; Chair: Robert W. Scully .
- Independence: The Board determined Shasta is independent under NYSE listing standards; Chubb’s slate is 93% independent (all except CEO) .
- Attendance: The Board met five times in 2024; all directors attended at least 75% of Board and committee meetings of which they were members; all then‑in‑office directors and nominees attended the 2024 AGM, except the director who retired at that meeting .
- Audit Committee activity: The Audit Committee held fourteen meetings plus one in‑depth session in 2024, covering financial reporting integrity, internal controls, auditor independence, and critical audit matters .
Fixed Compensation
| Year | Cash Retainer (USD) | Equity Retainer (USD, grant-date fair value) | Committee Chair Fees (if applicable) | Lead Director Fee (if applicable) | Meeting Fees |
|---|---|---|---|---|---|
| 2024 program | $135,000 per director | $190,000 in restricted stock (granted at AGM; actual grant value $190,184 per director at $264.88/share) | Audit Chair $40,000; Compensation Chair $25,000; Nominating & Governance Chair $25,000; Risk & Finance Chair $35,000 | $100,000 | No fees for regular/special meetings |
| 2025 parameters (effective at 2025 AGM) | $150,000 per director | $225,000 in equity | Compensation Chair increased to $30,000 | Not changed in 2025 update | Per‑meeting fees eliminated |
| Director (2024) | Fees Earned or Paid in Cash (USD) | Stock Awards (USD) | All Other Compensation (USD) | Total (USD) |
|---|---|---|---|---|
| Theodore E. Shasta | $135,000 | $190,184 | $35,000 (charitable match) | $360,184 |
Notes: “All Other Compensation” reflects matching charitable contributions up to $40,000 per year under Chubb’s director matching program; Shasta’s 2024 matched amount was $35,000 . Directors may elect to receive cash elements in stock; Shasta’s line reflects standard cash plus equity mix .
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Director pay tied to performance metrics | Not applicable | Board members (other than the CEO) receive fixed compensation not tied to corporate results or performance targets; amounts are based on market comparables for similar companies . |
Other Directorships & Interlocks
| Company | Sector | Role/Committee | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| MBIA, Inc. | Financial guarantee insurance | Director; Audit Chair; member of Finance & Risk, Compensation & Governance, Executive Committees | MBIA operates in financial guarantee; no Chubb‑disclosed related‑party transactions involving Shasta; Chubb has robust Related Party Transactions Guidelines administered by the Nominating & Governance Committee . |
Expertise & Qualifications
- 25 years as an insurance industry financial analyst; deep investor perspective on P&C insurers and peers .
- CFA charterholder since 1986, underscoring financial acumen useful for Audit Committee work .
- Experience across investment management and banking (Wellington, Loomis Sayles, Bank of Boston), providing broad capital markets oversight .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Common Shares Subject to Options | Restricted Common Shares (Voting Only) |
|---|---|---|---|
| Theodore E. Shasta | 14,272 | — | 718 |
- Ownership alignment: Director equity ownership requirement increased to five times annual cash retainer (minimum $750,000 at the 2025 AGM); all directors with five+ years of service meet the requirement (Shasta has served since 2010) .
- Hedging/pledging: Chubb prohibits hedging and new pledging by executive officers and directors; no pledging disclosed for Shasta in the beneficial ownership table .
Governance Assessment
- Board effectiveness: Shasta’s Audit Committee service aligns with his financial and insurance analysis background; the Audit Committee’s robust cadence (14 meetings plus deep‑dive) and full compliance with auditor independence discussions support effective oversight .
- Independence & attendance: He is affirmed independent; 2024 attendance thresholds were met across directors and committees; directors and nominees (including Shasta) attended the 2024 AGM per company disclosure .
- Compensation & alignment: 2024 director pay for Shasta was well within Chubb’s disclosed parameters, with a mix of cash and restricted stock; the strengthened 2025 ownership guideline to 5x cash retainer enhances long‑term alignment .
- Conflicts/related party exposure: The proxy details related transactions involving other parties; no transactions involving Shasta are disclosed; Chubb’s guidelines mandate review/approval and monitoring of related party transactions .
- Risk indicators: No delinquent Section 16(a) filings noted for Shasta; proxy disclosed administrative filing amendments for other individuals (Townsend, Ortega) .
Year‑over‑Year Director Compensation Structure Changes (context for 2025)
| Element | 2024 | 2025 (effective post‑AGM) |
|---|---|---|
| Cash retainer | $135,000 | $150,000 |
| Equity retainer (RS) | $190,000 (grant-date fair value; actual $190,184 at $264.88/share) | $225,000 |
| Compensation Chair cash retainer | $25,000 | $30,000 |
| Per‑meeting fees | None | Eliminated for special meetings |
| Director ownership guideline | $700,000 minimum prior level (context) | Five times annual cash retainer; $750,000 minimum |
RED FLAGS: None disclosed specific to Shasta (no related party transactions, no hedging/pledging, attendance thresholds met). Continued monitoring advised for cross‑directorship at MBIA given financial services exposure, but no conflicts are disclosed by Chubb and related party oversight processes are formalized .