Laurie Thomsen
Director at TRV
Board
About Laurie J. Thomsen
Laurie J. Thomsen (age 67) is an independent director of The Travelers Companies, Inc. (TRV), serving since 2004, with current committee assignments on the Audit Committee and the Risk Committee. Her background spans venture capital and finance: Executive Partner at New Profit (2006–2010), co-founder and General Partner at Prism Venture Partners (1995–2004), General Partner at Harbourvest Partners (1988–1995; joined 1984), and commercial lending at U.S. Trust Company of New York (1979–1984). Education is not disclosed in the proxy; she is an emeritus Trustee of Williams College. Other current boards include Dycom Industries and MFS Mutual Funds .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Profit, Inc. | Executive Partner | 2006–2010 | Venture philanthropy governance and scaling social enterprises |
| New Profit, Inc. | Board member | 2001–2006 | Board oversight for venture philanthropy initiatives |
| Prism Venture Partners | Co-founder & General Partner | 1995–2004 | Early-stage investing in healthcare and technology; portfolio development |
| Harbourvest Partners | General Partner (joined 1984) | 1988–1995 | Investments and fund management in venture/private equity |
| U.S. Trust Company of New York | Commercial Lending | 1979–1984 | Credit underwriting and corporate lending experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Dycom Industries | Director | Not disclosed | Board service (committee roles not disclosed) |
| MFS Mutual Funds | Director | Not disclosed | Board service across fund complex |
| Williams College | Emeritus Trustee | Not disclosed | Higher education governance |
Board Governance
- Independence: Thomsen is an independent director; all committees except the Executive Committee are composed solely of independent directors .
- Committee assignments: Audit Committee (financial literacy required) and Risk Committee (oversight of ERM, underwriting, IT/cyber, catastrophe risk) .
- Board meetings and attendance: The Board met five times in 2024; each director attended at least 75% of Board and committee meetings; all 2024 nominees attended the annual meeting, implying Thomsen’s participation .
- Lead Independent Director structure: Board maintains an independent Lead Director when the Chair is not independent; current Lead Director is Todd C. Schermerhorn .
- Executive sessions: Independent directors and each committee meet regularly in executive session .
Fixed Compensation
| Component | Amount / Terms | 2024 Detail |
|---|---|---|
| Annual cash retainer | $135,000 | Paid in cash; Thomsen did not elect stock units for fees |
| Committee chair fees | N/A | Thomsen is not a chair (Audit and Risk chairs receive $35,000; not applicable) |
| Lead Director retainer | N/A | Not applicable (Lead Director receives $50,000) |
| Meeting fees | None disclosed | Program uses retainers and equity; no meeting fees disclosed |
| 2024 total director comp | $329,904 | $135,000 cash + $194,904 stock award |
Performance Compensation
| Equity Award (Directors) | Grant date | Units / Fair Value | Vesting | Dividends / Notes |
|---|---|---|---|---|
| Annual Deferred Stock Units (DSUs) | Feb 6, 2024 | 915 DSUs; $195,000 grant-date fair value | Vest in full one day prior to 2025 annual meeting (May 20, 2025) contingent on service | Dividend equivalents reinvested in additional DSUs; value varies with stock price |
| Performance metrics tied to director equity | None disclosed | — | DSUs are service-vested, not performance-vested | Director compensation program emphasizes equity deferred until at least six months post-board service |
Directors receive time-vested DSUs; there are no disclosed performance metrics or TSR modifiers tied to non-employee director equity awards .
Other Directorships & Interlocks
| Company | Relationship to TRV | Notes / Potential Conflicts |
|---|---|---|
| Dycom Industries | None disclosed | No related person transactions disclosed involving Thomsen or Dycom |
| MFS Mutual Funds | None disclosed | Not listed in related party transactions; board service noted |
- Related person transactions: The proxy discloses arm’s-length transactions with BlackRock, Fidelity, State Street, and Vanguard; nothing indicates Thomsen involvement or conflicts. The Nominating & Governance Committee reviews and must approve any related person transaction; policy prohibits such transactions unless in shareholders’ best interests .
- Independence determinations: Board annually reviews independence, including categorical standards and any relationships; all nominees except the CEO determined independent .
Expertise & Qualifications
- Investments and venture capital expertise; development of emerging businesses; finance background (Harbourvest, Prism, U.S. Trust) .
- Audit Committee financial literacy: All Audit Committee members meet NYSE financial literacy requirements; designated financial experts are Kane, Schermerhorn, and Golden, not Thomsen .
- Risk oversight experience via Risk Committee (ERM, underwriting, cybersecurity, catastrophe risk) .
Equity Ownership
| Ownership Category | Quantity | Notes |
|---|---|---|
| Shares owned directly/indirectly | 1,874 | Includes 200 shares held by spouse |
| Stock equivalent units (distributable within 60 days if retired) | 1,363 | DSUs eligible for distribution within 60 days of hypothetical retirement date |
| Unvested DSUs (12/31/2024) | 931 | 2024 DSU grant scheduled to vest prior to 2025 annual meeting |
| Common stock units + vested DSUs (12/31/2024) | 58,517 | Accumulated via fee deferrals and dividend equivalents; distributed only ≥6 months post-service |
| Ownership guideline | 4x most recent annual DSU award | All non-employee directors have achieved or are within required window; distribution of DSUs delayed ≥6 months post-departure |
| Pledging / Hedging | Prohibited; no pledges | Directors cannot hedge, short, or pledge without consent; no shares beneficially owned by directors/executives are pledged |
Governance Assessment
- Committee effectiveness: Service on Audit and Risk aligns with her finance and investment background; Audit financial literacy and risk oversight responsibilities are rigorous at TRV .
- Independence and attendance: Independent status, regular executive sessions, and at least 75% meeting attendance across directors bolster governance quality and investor confidence .
- Compensation alignment: Director pay is balanced between cash retainer and significant DSU grants ($195k), with deferral and post-service distribution promoting long-term alignment; Thomsen received all fees in cash (no fee deferral election) and standard DSU grant .
- Ownership alignment: High accumulated common stock units and DSUs, plus guidelines at 4x DSU award, support skin-in-the-game; holdings cannot be sold until at least six months post-service, reducing short-termism risk .
- Potential conflicts: No related-party transactions disclosed involving Thomsen; board’s formal policy and independent review mitigate conflicts of interest .
- Shareholder signals: TRV’s 2024 say-on-pay received a substantial majority approval but lower than prior years; Compensation Committee engaged investors and implemented changes (rTSR modifier for performance shares, expanded bonus caps), indicating responsiveness—contextual governance strength even though director equity is time-based .
RED FLAGS
- None disclosed specific to Thomsen. Long tenure (director since 2004) may be viewed as a potential independence consideration by some investors; however, the Board demonstrates ongoing refreshment (six new independent directors since 2020) and maintains strong independence across committees .