Gregory Toczydlowski
Executive Vice President and President, Business Insurance at TRV
Executive
About Gregory Toczydlowski
Gregory C. Toczydlowski is Executive Vice President and President, Business Insurance at The Travelers Companies (TRV). He is 58 and has served in his current role since June 2016, following senior leadership positions across Small Commercial, Personal Insurance, technology and operations since joining the company in 1990 . Company performance during the latest year included net income of $5.0B, core income of $5.0B, core ROE of 17.2%, and Business Insurance net written premium growth of 8%, all factors used in determining executive pay . Total shareholder returns were ~29% (1-year), 64% (3-year), and 97% (5-year) to December 31, 2024, with performance shares now incorporating a relative TSR modifier beginning with 2025 grants .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Travelers | EVP & President, Business Insurance | Jun 2016 – present | Led core Commercial lines; segment net written premiums grew ~8% in 2024 . |
| Travelers | EVP & President, Small Commercial and Business Insurance Technology & Operations | Jul 2015 – Jun 2016 | Drove technology and operations across business insurance . |
| Travelers | EVP & President, Personal Insurance | Jul 2009 – Jul 2015 | Led Personal Insurance segment . |
| Travelers / predecessors | COO, Personal Insurance; CFO for independent agency distribution channel within Personal Insurance | Pre–Jul 2009 | Financial and operating leadership across Personal Insurance and distribution . |
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $825,385 | $850,000 | $850,000 |
| Non-Equity Incentive Plan Compensation (Annual Cash Bonus) ($) | $2,835,000 | $2,720,000 | $3,350,000 |
| Stock Awards ($) | $1,847,993 | $2,039,985 | $2,039,997 |
| Option Awards ($) | $1,231,848 | $1,359,792 | $1,359,998 |
| Change in Pension Value & Non-Qualified Deferred Comp Earnings ($) | — | $375,424 | $234,569 |
| All Other Compensation ($) | $26,866 | $30,970 | $31,854 |
| Total ($) | $6,767,092 | $7,376,171 | $7,866,418 |
• Base salaries for named executive officers were increased by $50,000 at the February 2025 Compensation Committee meeting (applies to all NEOs other than CEO) .
Performance Compensation
Annual incentive framework and long-term equity awards:
| Component | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Core ROE is principal factor; Committee evaluates broad financial & non-financial metrics; non-formulaic | N/A | 2024 plan targeted core ROE 14.2% and adjusted core ROE 20.7% | Core ROE 17.2% (2024) | $3,350,000 | Cash paid; no vesting |
| Performance Shares (PSUs; 2024 grant) | 3-year Performance Period ROE; rTSR modifier ±20 pts starts with 2025 grants | ~60% of equity award value | 50% vest at 8% ROE; 100% at 11%; 200% at ≥16% | In progress (2024–2026 cycle); prior cycles tracking above target | Grant-date fair value $2,039,997 | 3-year cliff subject to performance |
| Stock Options (2024 grant) | Stock price appreciation | ~40% of equity award value | N/A | N/A | Grant-date fair value $1,359,998; exercise price $213.01 | 100% vests at 3rd anniversary; expires 2034-02-06 |
2024 grants detail (February 6, 2024):
- PSUs: Target 9,577; Max 19,154; grant-date fair value $2,039,997 .
- Options: 24,093 options; exercise price $213.01; grant-date fair value $1,359,998; vest 100% after three years .
Realized in 2024 (insider selling/vesting pressure):
- Options exercised: 45,591 shares; value realized $4,263,565 .
- Performance shares vested: 21,582 shares; value realized $5,198,948 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 24, 2025) | 30,202 shares owned directly/indirectly; 202,668 options exercisable within 60 days; total stock-based ownership 232,870 . |
| Stock Ownership Guidelines | NEOs must hold 300% of base salary; all NEOs in compliance; executives must retain ≥50% of net shares until in compliance . |
| Hedging/Pledging | Hedging prohibited; pledging prohibited without Company consent; no pledges by directors/executives . |
| Outstanding Equity Awards (12/31/2024) – Options | Unexercisable: 34,503 (2/8/2022, $172.50); 28,463 (2/7/2023, $189.01); 24,093 (2/6/2024, $213.01). Exercisable: 34,771 (2/6/2018, $140.85); 42,048 (2/5/2019, $126.18); 52,735 (2/4/2020, $132.58); 38,611 (2/2/2021, $139.83). Options vest 100% at 3rd anniversary . |
| Outstanding Equity Awards (12/31/2024) – PSUs | Unearned PSUs: 22,485 (2/7/2023 grant; market/payout value $5,416,413); 19,508 (2/6/2024 grant; market/payout value $4,699,270) . |
| 2025 LTI Guideline | Named executive officers Toczydlowski and Klein: annual equity awards set at 4× base salary (grant-date value basis) . |
Employment Terms
Severance, non-compete, and change-in-control economics:
| Scenario | Cash Severance ($) | Equity Acceleration ($) | Continuing Benefits ($) | Total ($) |
|---|---|---|---|---|
| Involuntary termination without “Cause” or voluntary termination for “Good Reason” | 10,768,693 | 4,508,033 | 9,631 | 15,286,357 |
| Voluntary termination without “Good Reason”, incl. retirement | 3,513,693 | 4,508,033 | 5,001 | 8,026,727 |
| Disability | — | 4,508,033 | — | 4,508,033 |
| Death | — | 9,565,875 | — | 9,565,875 |
- Severance plan (non-CEO NEOs): 21–24 months of total monthly cash compensation (1/12 base salary + greater of prior two-year average bonus or 125% of final base salary) upon termination without cause or substantial demotion; no excise tax gross-ups .
- Non-compete: Company may impose a 6-month non-compete post-termination; if imposed and complied with, lump-sum equal to (6 months base salary + 50% average bonus for prior 2 years + 50% average annual equity grant fair value for prior 2 years) plus health benefit reimbursement for the period .
- Change-in-control: Equity awards provide for waiver of service vesting conditions upon voluntary termination for “good reason” or involuntary termination without “cause” within 24 months post-COC; no automatic vesting; Committee discretion applies under plan terms; no excise tax gross-ups .
Compensation Structure & Governance Notes
- Mix and at-risk pay: NEO compensation is predominantly performance-based; annual equity awards historically 60% performance shares, 40% stock options; time-based restricted stock is not used for NEOs .
- Annual bonus cap: Expanded cap implemented for all NEOs starting with 2025 performance year (payout in 2026): max annual cash bonus equal to 5× base salary; CEO max $10M .
- Clawbacks: Restatement-triggered clawback (Dodd-Frank) for executive officers and principal accounting officer; separate recapture/forfeiture policy for fraud/willful misconduct leading to restatement; forfeiture/recapture for restrictive covenant breaches within 12 months post-termination .
- Peer benchmarking: Compensation Comparison Group includes AIG, Allstate, Chubb, Hartford, Progressive, plus select financial services and life/health insurers (AFL, AXP, BK, HUM, LNC, MMC, MET, PRU); base salaries targeted near peer median; total pay moves with performance .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay received support from a substantial majority, albeit lower than in prior years; committee responded by adding rTSR modifier to PSUs, expanding bonus caps to all NEOs, and enhancing disclosure .
Investment Implications
- Alignment: High proportion of performance-based equity (PSUs/options) and stringent stock ownership requirements support shareholder alignment; hedging/pledging prohibited and no pledges reported .
- Retention/transition risk: Robust severance, six-month non-compete economics, and equity vesting protections (post-COC with double-trigger) mitigate attrition risk, though realized option exercises and PSU vesting indicate ongoing liquidity events to monitor .
- Performance levers: Annual bonus decisions hinge on core ROE and quality of earnings; PSU vesting tied to multi-year ROE thresholds now modified by rTSR, reinforcing returns-focused execution in Business Insurance .
- Governance quality: No excise tax or perquisite gross-ups, no option repricing without shareholder approval, and maintained clawbacks reduce red-flag risk .