Travelers Companies, Inc. Files Definitive Proxy Statement (DEF 14A)

Ticker: TRV · Form: DEF 14A · Filed: Apr 2, 2024 · CIK: 86312

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Executive Compensation, Shareholder Proposals, Corporate Governance

TL;DR

<b>Travelers Companies, Inc. has filed its Definitive Proxy Statement for the 2023 fiscal year.</b>

AI Summary

TRAVELERS COMPANIES, INC. (TRV) filed a Proxy Statement (DEF 14A) with the SEC on April 2, 2024. Filing type: DEF 14A (Definitive Proxy Statement). Reporting period: Fiscal year ending December 31, 2023. Filed as of date: April 2, 2024. Incorporation state: MN. Standard Industrial Classification: FIRE, MARINE & CASUALTY INSURANCE [6331].

Why It Matters

For investors and stakeholders tracking TRAVELERS COMPANIES, INC., this filing contains several important signals. This filing provides detailed information regarding the company's annual meeting, including executive compensation, board of directors, and shareholder proposals. Investors can review compensation details, stock awards, and pension adjustments for both PEO and Non-PEO members.

Risk Assessment

Risk Level: low — TRAVELERS COMPANIES, INC. shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate governance and disclosure practices without immediate financial or operational red flags.

Analyst Insight

Review the executive compensation and shareholder proposal sections to understand management's remuneration and potential shareholder influence.

Key Numbers

Key Players & Entities

FAQ

When did TRAVELERS COMPANIES, INC. file this DEF 14A?

TRAVELERS COMPANIES, INC. filed this Proxy Statement (DEF 14A) with the SEC on April 2, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by TRAVELERS COMPANIES, INC. (TRV).

Where can I read the original DEF 14A filing from TRAVELERS COMPANIES, INC.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by TRAVELERS COMPANIES, INC..

What are the key takeaways from TRAVELERS COMPANIES, INC.'s DEF 14A?

TRAVELERS COMPANIES, INC. filed this DEF 14A on April 2, 2024. Key takeaways: Filing type: DEF 14A (Definitive Proxy Statement). Reporting period: Fiscal year ending December 31, 2023. Filed as of date: April 2, 2024.

Is TRAVELERS COMPANIES, INC. a risky investment based on this filing?

Based on this DEF 14A, TRAVELERS COMPANIES, INC. presents a relatively low-risk profile. The filing is a routine DEF 14A, indicating standard corporate governance and disclosure practices without immediate financial or operational red flags.

What should investors do after reading TRAVELERS COMPANIES, INC.'s DEF 14A?

Review the executive compensation and shareholder proposal sections to understand management's remuneration and potential shareholder influence. The overall sentiment from this filing is neutral.

How does TRAVELERS COMPANIES, INC. compare to its industry peers?

The Travelers Companies, Inc. operates within the Fire, Marine & Casualty Insurance industry, a sector characterized by risk management and underwriting.

Are there regulatory concerns for TRAVELERS COMPANIES, INC.?

This filing is made under Section 14(a) of the Securities Exchange Act of 1934, requiring public companies to provide shareholders with information relevant to voting decisions.

Industry Context

The Travelers Companies, Inc. operates within the Fire, Marine & Casualty Insurance industry, a sector characterized by risk management and underwriting.

Regulatory Implications

This filing is made under Section 14(a) of the Securities Exchange Act of 1934, requiring public companies to provide shareholders with information relevant to voting decisions.

What Investors Should Do

  1. Analyze executive compensation packages and any changes from the previous year.
  2. Review shareholder proposals and the company's recommendations on how to vote.
  3. Examine the composition and independence of the Board of Directors.

Year-Over-Year Comparison

This is a DEF 14A filing, which is a standard annual disclosure for proxy solicitation, providing information for the upcoming shareholder meeting.

Filing Stats: 4,255 words · 17 min read · ~14 pages · Grade level 15.1 · Accepted 2024-04-02 16:11:42

Filing Documents

– Election of Directors

ITEM 1 – Election of Directors 7 Nominees for Election of Directors 7 Governance of Your Company 11 Non-Employee Director Compensation 26 Audit Committee Matters

– Ratification of Independent Registered Public

ITEM 2 – Ratification of Independent Registered Public Accounting Firm 29 Audit and Non-Audit Fees 29 Report of the Audit Committee 30

Executive Compensation

Executive Compensation

– Non-Binding Vote to Approve Executive Compensation

ITEM 3 – Non-Binding Vote to Approve Executive Compensation 31 Compensation Discussion and Analysis 32 2023 Overview 32 WHERE TO OBTAIN FURTHER INFORMATION Pay-for-Performance Philosophy 40 Objectives of Our Executive Compensation Program 42 Compensation Elements and Decisions 44 We make available, free of charge on our website, all of our filings that are made electronically with the Securities and Exchange Commission ("SEC"), including Forms 10-K, 10-Q and 8-K. To access these filings, go to our website at www.travelers.com and click on "SEC Filings" under "Financial Information" under the "Investors" heading. Copies of our Annual Report on Form 10-K for the year ended December 31, 2023 , including financial statements and schedules thereto, filed with the SEC, are also available without charge to shareholders upon written request addressed to: Corporate Secretary The Travelers Companies, Inc. 485 Lexington Avenue New York, NY 10017 Additional Compensation Information 58 Total Direct Compensation for 2021- 2023 (Supplemental Table) 62 Compensation Committee Report 62 Summary Compensation Table 63 Grants of Plan-Based Awards in 2023 65 Narrative Supplement to Summary Compensation Table and Grants of Plan-Based Awards in 2023 66 Option Exercises and Stock Vested in 2023 66 Outstanding Equity Awards at December 31, 2023 67 Post-Employment Compensation 68 Potential Payments to Named Executive Officers Upon Termination of Employment or Change in Control 71 Shareholder Proposals

– Shareholder Proposal – Report on Methane in the Energy

ITEM 4 – Shareholder Proposal – Report on Methane in the Energy Sector 75

– Shareholder Proposal – GHG Emissions

ITEM 5 – Shareholder Proposal – GHG Emissions 80

– Shareholder Proposal – Human Rights Risk s in

ITEM 6 – Shareholder Proposal – Human Rights Risk s in

– Shareholder Proposal – CEO Pay Ratio and Executive

ITEM 7 – Shareholder Proposal – CEO Pay Ratio and Executive Compensation 90 Other Information Share Ownership Information 94 CEO Pay Ratio 96 This Proxy Statement includes several website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein. Pay Versus Performance 97 General Information About the Meeting 103 Shareholder Proposals for 2025 Annual Meeting 107 Other Business 107 Annex A: Reconciliation of GAAP Measures to Non-GAAP Measures and Selected Definitions A-1 Proxy Statement Summary This summary highlights certain information contained in this Proxy Statement, but does not contain all of the information you should consider when voting your shares. Please read the entire Proxy Statement carefully before voting. ITEM 1 Election of Directors Your Board recommends a vote FOR each director nominee. See Page 7 Director Nominees Russell G. Golden INDEPENDENT Chairman of Financial Accounting Standards Board (retired) Committees: Audit, Risk Director Since: 2023 Todd C. Schermerhorn INDEPENDENT Senior Vice President and Chief Financial Officer of C. R. Bard, Inc. (retired) Independent Lead Director Committees: Audit, Executive, Risk (Chair) Director Since: 2016 William J. Kane INDEPENDENT Audit Partner with Ernst & Young (retired) Committees: Audit (Chair), Executive, Risk Director Since: 2012 Alan D. Schnitzer Chairman and Chief Executive Officer of Travelers Committees: Executive (Chair) Director Since: 2015 Thomas B. Leonardi INDEPENDENT Executive Vice President of American International Group, Inc. and Vice Chairman of AIG Life Holdings, Inc. (retired) Committees: Compensation, Investment and Capital Markets, Nominating and Governance Director Since: 2021 Laurie J. Thomsen INDEPENDENT Co-Founder and Partner of Prism Venture Partners (retired) Committees: Audit, Risk Director Since:

Executive Compensation

Executive Compensation Your Board recommends a vote FOR this Item. See Page 31

Executive Compensation Highlights

Executive Compensation Highlights With our pay-for-performance philosophy and compensation objectives as our guiding principles, we deliver annual

executive compensation through the following elements

executive compensation through the following elements: Element CEO Compensation Mix Other NEOs FIXED Base Salary Page 45 Base salaries are appropriately aligned with Compensation Comparison Group. 7% 13% PERFORMANCE- BASED CASH Annual Cash Bonus Page 46 The Compensation Committee evaluates a broad range of financial and non-financial metrics in awarding performance-based incentives. Core return on equity is a principal factor in the Committee's evaluation of the Company's performance. The Committee also considers other metrics, including core income and core income per diluted share, and the metrics that contribute to those results. 28% 40% PERFORMANCE- BASED EQUITY Long-Term Stock Incentives Page 52 Annual awards of stock-based compensation are typically in the form of stock options and performance shares. Because our performance shares only vest if specified core return on equity thresholds are met, and because stock options provide value only if our stock price appreciates, the Compensation Committee believes that such compensation is all performance-based. The mix of long-term incentives for the CEO and other named executive officers is 60% performance shares and 40% stock options, based on the grant date fair value of the awards. 65% 47% SUMMARY 2024 Proxy Statement | The Travelers Companies, Inc. 3 The Compensation Committee has adopted the following practices, among others: What We DO What We DO NOT Do Provide for a cap on the maximum cash bonus opportunity with regard to our Chief Executive Officer Maintain a robust share ownership requirement Maintain clawback policies giving us the ability to recover incentive awards from our executive officers Prohibit hedging transactions as specified in our securities trading policy Prohibit pledging shares without the consent of the Company (no pledges have been made) Engage in extensive outreach and maintain a regular dial

underwriting

underwriting and investment portfolios Fully implemented the lobbying proposal submitted at the 2022 Annual Meeting by providing trade association disclosure Significantly enhanced disclosure on our sustainability site regarding our robust governance and controls relating to

underwriting

underwriting and pricing Implemented a cap on the maximum cash bonus opportunity for our CEO Amended the Company's executive stock policy Significantly enhanced the Company's TCFD Report, including by disclosing the results of climate scenario analyses conducted by independent, third-party firms with respect to the Company's investment portfolio and certain aspects of its underwriting portfolio Enhanced the Company's workforce diversity disclosure by disclosing its consolidated EEO-1 report Pre-2020 2020 2021 2022 2023 In 2023 , the Company again took an integrated approach to its shareholder engagement efforts, including with respect to its financial results, corporate strategy, compensation practices and ESG matters. Throughout the year, we also sought additional opportunities to connect directly with our investors to discuss current and emerging trends and to hear investor feedback. With whom we engaged In 2023, the Company sought to meet with shareholders representing approximately 52% of its outstanding shares and engaged with shareholders representing more than 40% of its outstanding shares. As part of our extensive outreach program, we met with many of our largest shareholders multiple times. In 2023, we: sought to meet with each of our top 20 shareholders and met with eight of our top 10 shareholders and 13 of our top 20 shareholders; and met with five of our top 10 shareholders three or more times and four of our top 20 shareholders four or more times. Our representatives Members of the Company's senior management participated in our extensive engagements. Participants included, as appropriate, Travelers': CEO and Chairman of the Board Independent Lead Director Chief Underwriting Officer Co-Chief Investment Officer Corporate Secretary Chief Sustainability Officer Chief Ethics and Compliance Officer Senior Vice President, Investor Relations Topics discussed Topics discusse

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