Todd Schermerhorn

About Todd C. Schermerhorn

Independent Lead Director of Travelers (TRV), age 64, serving on the Board since 2016. Former Senior Vice President and Chief Financial Officer of C. R. Bard, Inc. (2003–2012) with prior finance leadership roles including Vice President & Treasurer (1998–2003); designated Audit Committee Financial Expert by TRV’s Board based on his CFO experience and audit committee service at other public companies . Current committee assignments: Audit (member), Executive (member), and Risk (Chair); elected Independent Lead Director with defined authorities over executive sessions, agendas, information flows, and advisor retention .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all nominees other than the CEO are independent; Schermerhorn is independent and serves as Lead Director .
• Lead Director authorities include convening and chairing executive sessions of independent directors, approving Board agendas/schedules, and recommending Board-retained advisors, among others .
• Committee memberships and meetings (2024):
  • Audit Committee: Member; 9 meetings; designated Audit Committee Financial Expert .
  • Risk Committee: Chair; 4 meetings; oversight of ERM, underwriting, claims, catastrophe exposure, reinsurance, IT/cyber, and business continuity/crisis management .
  • Executive Committee: Member; 0 meetings; acts between Board meetings when necessary .
• Attendance: The Board held 5 meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served .
• Governance processes: Annual Board/committee evaluations; regular executive sessions; robust committee charters; director education oversight .

Fixed Compensation

Notes:

• Cash fees consist of annual retainer plus any applicable chair and Lead Director retainers; Schermerhorn received $220,000 in cash fees in 2024 .
• Directors may elect to receive cash fees in common stock units via the Director Deferral Plan; Schermerhorn’s 2024 fees were paid in cash (others elected stock units) .

Performance Compensation

• Annual deferred stock unit (DSU) award: Granted under the 2023 Stock Incentive Plan; vests in full one day prior to the next annual shareholder meeting, subject to continued service; dividend equivalents reinvested into additional DSUs; distribution occurs at least six months post-board service .

Plan performance metrics for equity awards (company-wide, not typically applied to director DSUs): EPS, EBIT, net income, adjusted/core income, stock price, TSR, market share, ROE, CROE, revenue targets, cash flow, book value, ROA/ROC, P/L/expense ratios, working capital, credit rating, diversity, retention, corporate transactions, customer satisfaction, and project implementation/completion; no repricing allowed; options/SARs at or above market pricing .

Other Directorships & Interlocks

Expertise & Qualifications

• Public company CFO experience with deep management, accounting, and international operations expertise; nominated on that basis .
• Designated Audit Committee Financial Expert; NYSE financial literacy requirements met .
• Risk oversight leadership as Risk Committee Chair; focuses on underwriting, claims, catastrophe risk, reinsurance, IT/cybersecurity, and business continuity/crisis management .
• Independent Lead Director with authority over executive sessions, Board agendas, and advisor retention, enhancing Board effectiveness and oversight .

Equity Ownership

Insider Trades (Form 4)

Governance Assessment

• Strengths

  • Independent Lead Director role with robust authorities supports Board independence, agenda control, and effective oversight; regular executive sessions for Board and committees .
  • Audit Committee Financial Expert designation and finance background bolster financial reporting and risk oversight; serves as Risk Committee Chair with comprehensive ERM scope .
  • Attendance threshold met; Board and committees conduct formal annual evaluations; clear charters and governance guidelines .
  • Alignment mechanisms include significant DSU holdings, delayed distributions post-service, and director ownership guideline at 4× DSU award; anti-hedging and no pledging policies enforced (no pledges) .

• Potential watch items

  • 2024 compensation mix for Schermerhorn was ~53% cash ($220,000) vs. ~$47% equity ($194,904), reflective of his choice to take fees in cash rather than stock units; program allows equity election and emphasizes DSU-heavy mix at the aggregate level .
  • No related-person transactions disclosed for Schermerhorn; TRV has a formal related-person policy overseen by Nominating & Governance, with case review criteria and prohibition absent approval/ratification .

Overall, Schermerhorn’s finance expertise, committee leadership, and lead director responsibilities indicate strong governance influence and risk oversight; ownership and trading policies reduce alignment risks, and no conflicts or pledging were disclosed .