David Williams
Director at TRV
Board
About David S. Williams
David S. Williams (age 62) is an independent director of The Travelers Companies, Inc. (TRV), serving since May 15, 2024; he sits on the Audit Committee and the Risk Committee. He retired from Deloitte LLP in 2024, having served as Principal and Lead Relationship Partner; prior leadership roles include CEO/Chairman of Deloitte Financial Advisory Services LLP and Deloitte Transactions and Business Analytics LLP, and Managing Principal for Public Policy, Government Relations and Corporate Citizenship. The Board and Nominating & Governance Committee cited his significant experience and expertise in accounting, strategic planning, and risk management as core credentials supporting his nomination.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte LLP | Principal and Lead Relationship Partner | 2002–2024 (retired 2024) | Relationship management with major clients; governance exposure via U.S. Board service |
| Deloitte LLP (U.S. Board) | Director; Governance, Compensation, Succession Committees | 2005–2008 | Board governance, compensation oversight, succession planning |
| Deloitte Financial Advisory Services LLP | Chairman & Chief Executive Officer | 2008–2015 | Led financial advisory services business |
| Deloitte Transactions and Business Analytics LLP | Chairman & Chief Executive Officer | 2011–2015 | Led transaction advisory and analytics operations |
| Deloitte LLP | Managing Principal – Public Policy, Government Relations & Corporate Citizenship | 2015–2017 | Policy, government relations, corporate citizenship leadership |
| PricewaterhouseCoopers | Various roles | 1985–2002 | Audit/consulting roles across accounting and advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | Mr. Williams does not currently serve on any other public company boards. |
Board Governance
- Committee assignments: Audit Committee member; Risk Committee member. Not a chair.
- Independence: The Board determined all nominees (other than the CEO) are independent; Williams is independent.
- Attendance: The Board held five meetings in 2024; each director attended at least 75% of Board and committee meetings of their service. Audit Committee met nine times; Risk Committee met four times.
- Lead independent director: Todd C. Schermerhorn, with defined authorities over executive sessions and agendas; executive sessions held regularly.
- Audit Committee oversight scope: financial reporting integrity, auditor appointment/independence, internal controls, regulatory compliance.
- Risk Committee oversight scope: ERM, underwriting/claims, catastrophe exposure, reinsurance, IT/cyber risk, business continuity.
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Annual Board Cash Retainer ($) | $135,000 | Standard for non-employee directors |
| Committee Chair Fees ($) | N/A | Not a chair (Audit Chair $35k; Risk Chair $35k, for reference) |
| Lead Director Retainer ($) | N/A | Only applicable to Lead Director ($50k) |
| Fees Earned or Paid in Cash ($) | $84,931 | Pro-rated from May 15, 2024 election |
| Equity Stock Awards (Grant-Date Fair Value, $) | $195,059 | DSUs granted upon election |
| DSU Grant (units) | 910 | $195,000 ÷ $214.35 closing price on 5/15/2024 |
| DSU Vesting | Vests in full one day prior to the next annual meeting (May 20, 2025) if service continues | Time-based vesting, not performance-based |
| Director Deferral Plan | Available for retainer/fees into common stock units; paid in shares ≥6 months post-board service | Value tracks TRV stock; dividend equivalents reinvested |
| Compensation Mix Policy | >50% of director comp in deferred stock units | Aligns director interests with shareholders |
Performance Compensation
Directors receive time-based deferred stock units; no performance-conditioned metrics (e.g., ROE/TSR hurdles) apply to non-employee director equity awards.
| Metric | Target | Weight | Measurement Period | Notes |
|---|---|---|---|---|
| Director DSU Vesting Terms | Continuous service through day before next annual meeting | N/A | ~1-year vest cycle | No performance metrics; DSUs vest time-based per program |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Note |
|---|---|---|---|
| None | — | — | No current public company boards; no interlocks disclosed. |
Expertise & Qualifications
- Significant experience and expertise in accounting, strategic planning, and risk management (CEO/chair roles at Deloitte advisory businesses; PwC tenure).
- Governance exposure via Deloitte U.S. Board service (Governance, Compensation, Succession Committees).
- Suitable for Audit and Risk Committee work given background; the Board emphasized audit/financial and risk competencies across committee compositions.
Equity Ownership
| Holding | Amount | As-of Date | Notes |
|---|---|---|---|
| Unvested Deferred Stock Units (#) | 922 | Dec 31, 2024 | Includes credited dividend equivalents |
| Common Stock Units and Vested DSUs (#) | — | Dec 31, 2024 | No vested or common stock units shown in table |
| Director Stock Ownership Guideline | 4× most recent annual deferred stock award | Ongoing | New directors expected to meet within 4 years (5 years if awards temporarily lower) |
| Guideline Compliance Status | On track | Ongoing | Company states all current non-employee directors either meet the target or are within the 5-year window since joining |
| Pledging/Hedging | Prohibited without consent; hedging prohibited per policy | Ongoing | Company reports no pledges have been made; trading policy enforces preclearance windows |
Governance Assessment
- Board effectiveness: Williams adds deep accounting/transaction advisory, policy, and risk management experience to Audit and Risk oversight—aligned with TRV’s strong ERM and financial governance framework.
- Independence & attendance: Independent, with expected engagement meeting at least the 75% attendance threshold; serves on critical oversight committees (Audit, Risk).
- Compensation alignment: Director program emphasizes equity via deferred stock units (>50% of pay) and robust ownership guidelines; fees and DSU grants are standard and time-based, promoting alignment without performance gaming.
- Conflicts & related-party exposure: Proxy details related-person transactions; none are identified as involving Williams. Related-person transactions are overseen by the Nominating & Governance Committee under a formal policy.
- Risk indicators: Company prohibits hedging and pledging (without consent), forbids option repricing absent shareholder approval, and fixes off-cycle grant dates—mitigating governance red flags.
- Shareholder responsiveness: Following lower say-on-pay support in 2024 (still majority approval), the Board added an rTSR modifier to performance shares and expanded bonus caps—evidence of engagement and responsiveness.
RED FLAGS: None specifically disclosed for Williams (no related-party transactions, no attendance shortfalls, no compensation anomalies). Policy posture around hedging/pledging and option repricing reduces alignment risk.