Bridget van Kralingen

About Bridget van Kralingen

Independent director of The Travelers Companies, Inc. (TRV) since 2022; age 61. She is a Senior Partner and executive committee member at Motive Partners, focused on portfolio performance and value creation. Previously, she served as Senior Vice President at IBM with global leadership roles spanning markets, industries, services, and blockchain, and earlier as Managing Partner, U.S. Financial Services at Deloitte Consulting. She serves on TRV’s Audit and Risk Committees.

Past Roles

External Roles

Board Governance

• Independence: The Board determined all nominees other than the CEO are independent; all non‑Executive committees (including Audit and Risk) are composed solely of independent directors.
• Committee assignments: Audit Committee member; Risk Committee member.
• Meeting cadence and attendance:
  • Board: 5 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all 2024 nominees attended the 2024 annual meeting.
  • Audit Committee: 9 meetings in 2024; all members meet NYSE financial literacy; committee financial experts designated (noted members).
  • Risk Committee: 4 meetings in 2024; oversight spans ERM, underwriting, claims, catastrophe risk (including climate), reinsurance, IT/cyber, and business continuity.
• Executive sessions: Independent directors meet in executive session regularly under the Lead Independent Director; the Lead Independent Director approves agendas and acts as liaison.
• Related-party oversight: Nominating & Governance Committee reviews/approves related-person transactions; Board independence determinations found no material relationships affecting independence.

Fixed Compensation (Director)

Program features:

• Standard annual non-employee director retainer: $135,000 (paid in cash or electable to defer into stock units).
• Chair/lead retainers (not applicable to van Kralingen): Audit $35,000; Risk $35,000; Comp $30,000; N&G $25,000; I&CM $25,000; Lead Director $50,000.

Performance Compensation (Director Equity)

Program structure and alignment:

• 50% of director compensation is delivered in deferred stock units; underlying shares are distributed no earlier than six months post‑board service.

• Ownership guideline: 4x the most recent annual deferred stock award, to be met within four years (five if awards decline); all current non-employee directors have met or are within the required timeframe.

Other Directorships & Interlocks

Related-party and independence: TRV’s Nominating & Governance Committee annually reviews directors’ relationships; no material relationships were found to impair independence.

Expertise & Qualifications

• Technology and services leadership (IBM SVP across global markets, industries, and blockchain; enterprise sales and services).
• International operations and global business development expertise.
• Board-level risk oversight via Audit and Risk committees; Board has affirmed committee financial literacy.
• Private investment firm operating/value-creation leadership (Motive Partners Senior Partner).

Equity Ownership

Policy constraints and alignment:

• Director stock ownership guideline: 4x annual DSU award; must retain at least 50% of shares from vest/exercise until compliant.
• Trading policy for directors prohibits margining, short sales, derivatives, arbitrage/day trading; pledging requires company consent, and no pledges by directors or executive officers are disclosed.

Governance Assessment

• Board effectiveness: Strong fit for TRV’s Audit and Risk oversight given her deep global IT/services background and operating experience; Board asserts all non‑Executive committees are fully independent and directors meet financial literacy standards.
• Independence, attendance, and engagement: Independent; attended at least 75% of Board/committee meetings in 2024; participates on two risk‑critical committees (Audit, Risk).
• Compensation and alignment: Balanced cash/equity mix (2024 total $329,904) with >50% in deferred equity, vesting tied to continued service and post‑service distribution; robust stock ownership guideline supports alignment.
• Potential conflicts/related parties: No related‑party transactions disclosed involving van Kralingen; annual independence review found no material relationships impacting independence.
• RED FLAGS: None identified—no pledging disclosed; no attendance concerns; no related‑party exposure; committee structure and independence robust.

Director Compensation (Detail)

Program notes:

• 2024 DSU grants on Feb 6, 2024 were 915 units for nominees, valued at $195,000 at $213.01 per share; units vest pre‑2025 meeting; dividend equivalents reinvested.

Committee Responsibilities (Context)

• Audit: Financial reporting and controls; auditor appointment; internal audit oversight; compliance; reviewed and recommended inclusion of audited financials in 10‑K. Met 9 times in 2024.
• Risk: Oversight of ERM, underwriting, claims, catastrophe exposure (including climate-related risk), reinsurance, credit risk, cyber/IT, business continuity. Met 4 times in 2024.

Summary for Investors

• Signal: Experienced global technology and services operator with meaningful risk oversight involvement (Audit & Risk), high independence credibility, and strong ownership alignment through DSUs and guidelines.
• Watch items: None material disclosed; independence affirmed; no related-party exposure; attendance satisfactory.