Thomas Leonardi
Director at TRV
Board
About Thomas B. Leonardi
Independent director at Travelers since 2021. Age 71. Former EVP of AIG and Vice Chair of AIG Life Holdings (Corebridge), ex-Connecticut Insurance Commissioner, and longtime financial services executive and investor. Core credentials: insurance industry, regulation, investments, finance, M&A, government affairs and sustainability oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American International Group (AIG) | Executive Vice President; Vice Chairman, AIG Life Holdings (now Corebridge) | Nov 2017–May 2020 | Led Government Affairs, Public Policy, Communications and Sustainability |
| Evercore Inc. | Senior Advisor | Jan 2015–Oct 2017 | Strategic advisory |
| Connecticut Insurance Department | Commissioner | Feb 2011–Dec 2014 | State insurance regulation |
| Northington Partners Inc. | Chairman & CEO | 22 years prior to appointment as Commissioner | Venture capital & investment banking leadership |
| Conning & Company | Head, Investment banking & VC divisions | Not disclosed | Financial services leadership |
| Beneficial Corporation (insurance subsidiaries) | President | Not disclosed | Insurance operating leadership |
| Private practice (Connecticut) | Litigation attorney | Early career | Legal foundation |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Athene Co-Invest Reinsurance Affiliate, Ltd. 1A | Director | Not disclosed | Private |
| Athene Co-Invest Reinsurance Affiliate, Ltd. 2A | Director | Not disclosed | Private |
| Other public company boards | None | — | — |
Board Governance
- Independence: Independent; Board determined all nominees other than CEO are independent .
- Committee memberships: Compensation; Executive; Investment & Capital Markets; Nominating & Governance (Chair) .
- Attendance: Board held five meetings in 2024; each director attended ≥75% of Board and relevant committee meetings .
- Executive sessions: Regular executive sessions chaired by the independent Lead Director; all committees meet in executive session .
- Committee activity (Leonardi’s committees):
- Compensation Committee: 5 meetings in 2024 .
- Executive Committee: 0 meetings in 2024 .
- Investment & Capital Markets Committee: 5 meetings in 2024 .
- Nominating & Governance Committee: 4 meetings in 2024 .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Member | 5 |
| Executive | Member | 0 |
| Investment & Capital Markets | Member | 5 |
| Nominating & Governance | Chair | 4 |
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $135,000 | Standard retainer for non-employee directors |
| Committee chair fee (Nominating & Governance) | $25,000 | Chair fee schedule: N&G $25k |
| Fees earned in cash (Leonardi, 2024) | $150,728 | Per director compensation table; Leonardi received fees in cash |
| Meeting fees | None disclosed | Not in program elements |
Performance Compensation
| Equity Award | Grant Detail | Vesting | Value |
|---|---|---|---|
| Annual deferred stock units | Granted Feb 6, 2024 | Vest in full one day prior to the 2025 annual meeting (May 20, 2025); distribution begins ≥6 months post-board service | $195,000; 915 units at $213.01 grant-date price |
| Deferral plan (fees) | Optional deferral of cash fees into common stock units | Distributed per director’s election on pre-designated dates | Program terms as disclosed |
- Director stock ownership guideline: Target equal to 4× most recent annual deferred stock award; expected to meet within 4 years of initial election (5 years if awards decline during period). Company states all current non-employee directors have achieved target or are within required timeframe .
- Performance metrics: None for director equity grants; awards are time-based deferred stock units linked to market price and dividend equivalents (reinvested) .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None |
| Private boards | Director at Athene Co-Invest Reinsurance Affiliate, Ltd. 1A & 2A |
| Potential interlocks/conflicts | No related person transactions disclosed involving Leonardi; Nominating & Governance Committee oversees and must approve any related person transactions . The proxy lists specific related party transactions unrelated to Leonardi . |
Expertise & Qualifications
- Insurance industry and regulatory leadership (state commissioner; AIG EVP/Vice Chair) .
- Investments, finance, and M&A (Northington Partners; Conning & Company; Evercore advisory) .
- Governance: Chair of Nominating & Governance; experience overseeing board composition, director compensation, succession, related person transactions, and public policy .
Equity Ownership
| Holding Type | Amount |
|---|---|
| Unvested deferred stock units | 931 |
| Common stock units and vested deferred stock units | 3,294 |
- Distribution: Deferred stock units and common stock units are distributed in common shares either lump-sum or annual installments, beginning at least six months after board service ends .
- Trading/hedging: Company securities trading policy applies to directors; prohibits trading on MNPI, imposes blackout periods and preclearance for certain individuals . Director stock ownership is required, with more than 50% of director compensation in deferred stock units, aligning interests long-term .
Governance Assessment
- Board effectiveness: Leonardi chairs Nominating & Governance, a key committee for board composition, governance standards, succession, diversity, and related-party review—positive for governance rigor and investor confidence .
- Compensation oversight: As a member of Compensation, he participates in pay-for-performance oversight. The Board responded to shareholder feedback by adding bonus caps for all NEOs starting with 2025 performance and introducing an rTSR modifier to performance shares in 2025—improving alignment and responsiveness .
- Independence and attendance: Independent, with ≥75% attendance threshold met; committees composed solely of independent directors (except Executive) and regular executive sessions—supports robust oversight .
- Alignment: Material portion of director compensation in deferred stock units with post-service distribution lock-up and explicit ownership guidelines—strong alignment with shareholders .
- Conflicts and RED FLAGS: No disclosed related-party transactions involving Leonardi; monitor any future dealings with Athene affiliates given his private directorships, but no exposure disclosed; no pledging by executives and hedging prohibitions across the company reduce misalignment risk .