Russell Golden
Director at TRV
Board
About Russell G. Golden
Independent director at The Travelers Companies, Inc. since 2023; age 54. Former Chairman of the Financial Accounting Standards Board (2013–2020), previously a Deloitte & Touche LLP partner (1992–2003). Currently serves on the Audit and Risk Committees; designated by the Board as an “audit committee financial expert” given his FASB leadership and audit background. No current public company directorships.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Financial Accounting Standards Board (FASB) | Chairman | 2013–2020 | Led U.S. accounting standard-setting; prior Chair of Emerging Issues Task Force (2007–2010) |
| Financial Accounting Standards Board | Member/Staff | 2004–2013 | Senior leadership across technical agenda development |
| Deloitte & Touche LLP | Various roles including Audit Partner | 1992–2003 | Oversaw public company audits; deep expertise in financial reporting and audit quality |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Chairman, Assurance Quality Advisory Committee | Current | Advisory role on audit quality topics; not TRV’s auditor (TRV’s auditor is KPMG) |
| Arizona State University, W.P. Carey School of Business | Faculty | Current | Academic role in accounting/assurance disciplines |
Board Governance
- Independence: Board determined Golden is independent; all standing committees other than Executive are composed solely of independent directors.
- Committees and attendance: Board met 5 times in 2024; each director attended at least 75% of total Board and committee meetings on which they served.
- Committee assignments and expertise:
- Audit Committee member; designated an “audit committee financial expert” based on FASB leadership and prior Deloitte audit partner experience; the Audit Committee met 9 times in 2024.
- Risk Committee member; the Risk Committee met 4 times in 2024.
- 2024 election results (signal of shareholder support): For 181,429,589; Against 930,923; Abstain 335,415; strong support for his election.
| Committee | Role | Chair? | Meetings (2024) |
|---|---|---|---|
| Audit | Member; designated financial expert | No | 9 |
| Risk | Member | No | 4 |
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash or deferred) | $135,000 | Standard non‑employee director retainer |
| Committee Chair/Lead Director Fees | $0 | Not a chair; chair fees: Audit $35k; Risk $35k; Lead Director $50k (for reference) |
| Fees actually taken (form) | 596 common stock units (in lieu of cash) | Golden elected to receive retainer in common stock units credited to deferred account |
Performance Compensation (Director Equity)
| Component | Grant Date / Terms | 2024 Value / Units | Vesting / Distribution |
|---|---|---|---|
| Annual Deferred Stock Unit (DSU) award | Granted under 2023 Stock Incentive Plan | $194,904; 915 DSUs granted on Feb 6, 2024 (based on $213.01 close) | Vest in full one day prior to 2025 annual meeting if service continues; distributed in shares at least 6 months post‑Board service; dividend equivalents reinvested in DSUs |
TRV’s director pay structure targets >50% equity via DSUs; no stock options are granted to directors.
Equity Ownership
| Metric | 12/31/2024 | 3/24/2025 |
|---|---|---|
| Shares owned directly | — | — |
| Common stock units + vested DSUs | 2,136 | 2,136 |
| Unvested DSUs | 931 | 1,730 |
| Total stock-based units (vested + unvested) | 3,067 | 3,866 |
- Director stock ownership guideline: 4x the most recent annual deferred stock award; directors must meet within 4 years (5 years if award declines). All current non‑employee directors have met or are on‑track within the required period; Golden joined in 2023 and is within the compliance window.
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Notes |
|---|---|---|---|
| Public company boards | — | None | No current public company boards, reducing interlock risk |
| PwC Assurance Quality Advisory Committee | Private/professional | Chairman | Advisory to PwC; TRV’s auditor is KPMG, mitigating direct audit conflict risk |
| ASU W.P. Carey School of Business | Academic | Faculty | Academic role; no apparent TRV conflict |
Expertise & Qualifications
- Former FASB Chairman; deep standard‑setting and sustainability disclosure expertise; prior Deloitte audit partner; recognized by TRV Board as audit committee financial expert.
- Financial reporting, auditing, audit quality, and risk oversight experience aligned with Audit and Risk Committee mandates.
Related-Party & Conflicts Review
- TRV’s Related Person Transaction Policy requires Board/Nominating & Governance Committee review and approval of covered transactions; policy emphasizes assessing materiality and independence. No related‑person transactions disclosed involving Golden.
- Auditor independence: TRV auditor is KPMG; Golden’s external advisory role is with PwC; proxy discloses KPMG’s fees and oversight, indicating no PwC audit relationship with TRV.
- Director independence affirmed by Board; all committees (except Executive) are independent.
Say‑on‑Pay & Shareholder Feedback (Governance context)
- 2024 say‑on‑pay support: For 108,821,725; Against 73,253,605; Abstain 620,597; support was a “substantial majority,” but lower than prior years.
- Board responsiveness: Compensation Committee added an rTSR modifier to performance shares beginning 2025 and extended bonus caps to all NEOs, reflecting investor feedback.
Governance Assessment
- Strengths: Independence; Audit Committee financial expert designation; strong shareholder support for election; active service on Audit and Risk (core oversight committees); high attendance; equity‑heavy director pay with DSUs deferred until after service; robust related‑party policy. These factors support board effectiveness and alignment.
- Potential red flags/considerations: External advisory leadership at PwC could be perceived as an audit‑ecosystem tie; mitigated because TRV’s auditor is KPMG and no PwC relationship with TRV is disclosed. Monitor any future changes in auditor or PwC engagements.
- Ownership alignment: Golden defers cash fees into stock units and holds DSUs that cannot be distributed until at least six months after service, aligning incentives with long‑term shareholder outcomes; within the 4‑year guideline window given 2023 start.
Appendix: Director Compensation Detail (2024)
| Metric | Golden |
|---|---|
| Fees Earned or Paid in Cash | $135,000 (taken as 596 common stock units) |
| Stock Awards (DSUs) | $194,904 (915 DSUs at grant) |
| Total | $329,904 |