UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
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Chubb Limited

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Notice of Chubb Limited 2022 Annual General Meeting of Shareholders
Date and Time May 19, 2022, 2:45 p.m. Central European Time	Place Chubb Limited Bärengasse 32 CH-8001, Zurich Switzerland	Record Date March 25, 2022, except as provided in “Who is entitled to vote?” in this proxy statement	Proxy Mailing Date On or about April 6, 2022

Agenda

1
Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2021 ​ 2
Allocation of disposable profit and distribution of a dividend from reserves ​ 2.1
Allocation of disposable profit ​ 2.2
Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve) ​ 3
Discharge of the Board of Directors ​ 4
Election of Auditors ​ 4.1
Election of PricewaterhouseCoopers AG (Zurich) as our statutory auditor ​ 4.2
Ratification of appointment of PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting ​ 4.3
Election of BDO AG (Zurich) as special audit firm ​ 5
Election of the Board of Directors ​ 6
Election of the Chairman of the Board of Directors ​ 7
Election of the Compensation Committee of the Board of Directors ​ 8
Election of Homburger AG as independent proxy ​ 9
Amendment to the Articles of Association relating to authorized share capital for general purposes ​ 10
Reduction of share capital ​ 11
Approval of the maximum compensation of the Board of Directors and Executive Management ​ 11.1
Compensation of the Board of Directors until the next annual general meeting ​ 11.2
Compensation of Executive Management for the next calendar year ​ 12
Advisory vote to approve executive compensation under U.S. securities law requirements ​ 13
Shareholder proposal regarding a policy restricting underwriting of new fossil fuel supplies ​ 14
Shareholder proposal regarding a report on greenhouse gas emissions ​

Notice of Internet availability of proxy materials: Shareholders of record are being mailed, on or around April 6, 2022, a Notice of Internet Availability of Proxy Materials providing instructions on how to access the proxy materials and our Annual Report on the Internet, and if they prefer, how to request paper copies of these materials. Due to the coronavirus (COVID-19) pandemic and in accordance with COVID-19 regulations issued by the Swiss government, in-person attendance at the Annual General Meeting by shareholders is not permitted, and shareholders may only exercise their voting rights by providing proxy voting instructions in advance of the Annual General Meeting. See “Information About the Annual General Meeting and Voting” in this proxy statement for further information, including how to vote your shares. By Order of the Board of Directors, Joseph F. Wayland
Executive Vice President, General Counsel and Secretary
April 4, 2022
Zurich, Switzerland Your vote is important. Please vote as promptly as possible by following the instructions on your Notice of Internet Availability of Proxy Materials. Chubb encourages shareholders to voluntarily elect to receive all proxy materials (including the notice of availability of such materials) electronically, which gives you fast and convenient access to the materials, reduces our impact on the environment and reduces printing and mailing costs. If you are a shareholder of record, visit www.envisionreports.com/CB for instructions. If you are a beneficial owner, visit www.proxyvote.com or contact your bank, broker or other nominee.

Table of
Contents

Proxy Summary	2
Agenda Item 1: Approval of the Management Report, Standalone Financial Statements and Consolidated Financial Statements of Chubb Limited for the Year Ended December 31, 2021	14
Agenda Item 2: Allocation of Disposable Profit and Distribution of a Dividend out of Legal Reserves (by Way of Release and Allocation to a Dividend Reserve)	15
Agenda Item 3: Discharge of the Board of Directors	18
Agenda Item 4: Election of Auditors	19
Agenda Item 5: Election of the Board of Directors	22
Agenda Item 6: Election of the Chairman of the Board of Directors	30
Agenda Item 7: Election of the Compensation Committee of the Board of Directors	32
Agenda Item 8: Election of Homburger AG as Independent Proxy	33
Agenda Item 9: Amendment to the Articles of Association relating to Authorized Share Capital for General Purposes	34
Agenda Item 10: Reduction of Share Capital	36
Agenda Item 11: Approval of the Maximum Compensation of the Board of Directors and Executive Management	38
Agenda Item 12: Advisory Vote to Approve Executive Compensation under U.S. Securities Law Requirements	44
Agenda Item 13: Shareholder Proposal Regarding a Policy Restricting Underwriting of New Fossil Fuel Supplies	46
Agenda Item 14: Shareholder Proposal Regarding a Report on Greenhouse Gas Emissions	49

Corporate Governance	53
Overview	53
Our Corporate Governance Framework	54
Governance Practices and Policies that Guide Our Actions	56
Citizenship at Chubb	58
The Board of Directors	60
Board Leadership Structure	62
The Committees of the Board	63
Board Oversight of Our Independent Advisors	65
Board Oversight of Risk and Risk Management	66
What Is Our Related Party Transactions Approval Policy and What Procedures Do We Use To Implement It?	67
What Related Party Transactions Do We Have?	68
Delinquent Section 16(a) Reports	70
Director Compensation	71
Information About Our Share Ownership	74
How Many Shares Do Our Directors, Nominees and SEC Executive Officers Own?	74
Which Shareholders Own More Than 5% of Our Shares?	75
Compensation Committee Report	76
Executive Compensation	77
Compensation Discussion & Analysis	77
CD&A Table of Contents	77
Executive Summary	78
The Relationship of Compensation to Risk	89
Summary Compensation Table	103
Employment Arrangements	105
Employee Stock Purchase Plan	105
Indemnification Agreements	105
Grants of Plan-Based Awards	106
Outstanding Equity Awards at Fiscal Year End	107
Option Exercises and Stock Vested	109
Pension Benefits	110
Nonqualified Deferred Compensation	111
Potential Payments upon Termination or Change in Control	113
Median Employee Pay Ratio	117
Audit Committee Report	118
Information About the Annual General Meeting and Voting	121
Shareholder Submitted Agenda Items for an Annual General Meeting	127
Non-GAAP Financial Measures	128

Proxy Summary

This summary highlights information discussed in more detail elsewhere in this proxy statement. We hope that the information we have provided in these summary pages assists you to better understand and evaluate our meeting agenda, corporate governance and executive compensation program.

Shareholders should read the entire proxy statement and our 2021 Annual Report on Form 10-K before voting.

References in this proxy statement to “$” and “USD” are to United States dollars and references to “CHF” are to Swiss francs. References to “we”, “us”, “our”, “Chubb” or the “Company” are to Chubb Limited.

Forward-looking statements made in this proxy statement, such as those related to Company performance, growth opportunities, commitments and initiatives, and our expectations and intentions and other statements that are not historical facts, reflect our current views with respect to future events and financial performance and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties that could cause actual results to differ materially, including, without limitation, factors identified in our other filings with the U.S. Securities and Exchange Commission (SEC).

Our discussion in this proxy statement includes certain financial measures, including those considered in connection with compensation decisions, that are not presented in accordance with generally accepted accounting principles in the U.S. (U.S. GAAP), known as non-GAAP financial measures. These non-GAAP financial measures include core operating income, core operating return on equity, core operating return on tangible equity, P&C combined ratio and tangible book value per share. Core operating income is net of tax, whether or not explicitly noted. More information on the rationale for the use of these measures and reconciliations to U.S. GAAP can be found in “Non-GAAP Financial Measures” on page 128 of this proxy statement.

References to our website in this proxy statement are for informational purposes only, and the information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this proxy statement.

2 Chubb Limited 2022 Proxy Statement

Proxy Summary

2022 Annual General Meeting

Date and Time
May 19, 2022, 2:45 p.m.
Central European Time Place
Chubb Limited
Bärengasse 32
CH-8001, Zurich
Switzerland Record Date
March 25, 2022, except as provided in “Who is entitled to vote?” in this proxy statement Mailing Date
On or about April 6, 2022

Meeting Agenda and Board Voting Recommendations

Meeting Agenda		Board Vote Recommendation	Page Reference
1 Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2021		For	14
2 Allocation of disposable profit and distribution of a dividend from reserves		​	​
​	2.1 Allocation of disposable profit	For	15
​	2.2 Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve)	For	16
3 Discharge of the Board of Directors		For	18
4 Election of Auditors		​	​
​	4.1 Election of PricewaterhouseCoopers AG (Zurich) as our statutory auditor	For	19
​	4.2 Ratification of appointment of PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting	For	19
​	4.3 Election of BDO AG (Zurich) as special audit firm	For	21
5 Election of the Board of Directors		For each nominee	22
6 Election of the Chairman of the Board of Directors		For	30
7 Election of the Compensation Committee of the Board of Directors		For each nominee	32
8 Election of Homburger AG as independent proxy		For	33
9 Amendment to the Articles of Association relating to authorized share capital for general purposes		For	34
10 Reduction of share capital		For	36
11 Approval of the maximum compensation of the Board of Directors and Executive Management		​	​
​	11.1 Compensation of the Board of Directors until the next annual general meeting	For	38
​	11.2 Compensation of Executive Management for the next calendar year	For	40
12 Advisory vote to approve executive compensation under U.S. securities law requirements		For	44
13 Shareholder proposal regarding a policy restricting underwriting of new fossil fuel supplies		Against	46
14 Shareholder proposal regarding a report on greenhouse gas emissions		Against	49

Chubb Limited 2022 Proxy Statement 3

Proxy Summary

Director Nominee Information

Our director nominee slate is comprised of 12 current members of our Board of Directors and one new nominee. Each of our director nominees stands for election to a one-year term annually. See Agenda Item 5 for additional information on our director nominees.

​	​	​	​	Current Committee Membership
Nominee	Age	Director Since	Principal Occupation	Executive	Nominating & Governance	Audit	Compensation	Risk & Finance
Evan G. Greenberg	67	2002	Chairman and Chief Executive Officer, Chubb Limited	Chair	​	​	​	​
Michael P. Connors Lead Director	66	2011	Chairman and Chief Executive Officer, Information Services Group, Inc.	●	●	​	●	​
Michael G. Atieh	68	1991	Retired Chief Financial and Business Officer, Ophthotech Corporation	​	​	​	​	●
Kathy Bonanno	59	New Nominee	Business Finance Officer, Google Cloud	​	​	​	​	​
Sheila P. Burke	71	2016	Faculty Research Fellow, John F. Kennedy School of Government, Harvard University	​	​	​	​	●
Mary Cirillo	74	2006	Retired Executive Vice President and Managing Director, Deutsche Bank	●	Chair	​	●	​
Robert J. Hugin	67	2020	Former Chairman and Chief Executive Officer, Celgene Corporation	​	​	​	​	●
Robert W. Scully	72	2014	Retired Co-President, Morgan Stanley	●	​	Chair	​	​
Theodore E. Shasta	71	2010	Retired Partner, Wellington Management Company	​	​	●	​	​
David H. Sidwell	69	2014	Retired Chief Financial Officer, Morgan Stanley	​	​	●	​	​
Olivier Steimer	66	2008	Former Chairman, Banque Cantonale Vaudoise	●	​	​	​	Chair
Luis Téllez	63	2021	Former Chairman and Chief Executive Officer, Mexican Stock Exchange	​	​	●	​	​
Frances F. Townsend	60	2020	Executive Vice President for Corporate Affairs, Corporate Secretary and Chief Compliance Officer, Activision Blizzard	●	●	​	Chair	​

Governance Highlights

•

Majority-vote requirement for directors. The Board may not appoint directors to fill vacancies

•

Board of Directors independence

–

92.3% independent

–

Independent Lead Director with significant power and responsibility

–

All independent directors on Audit, Compensation, Nominating & Governance and Risk & Finance Committees

•

Board refreshment — 46% of directors have served for 8 years or less, 3 directors for two years or less, and 1 new nominee proposed for election

•

Shareholder ability to call a special meeting

•

Annual shareholder elections of Chairman and Compensation Committee

•

Commitment to productive and collaborative shareholder outreach

•

Significant shareholder approval power over director and executive compensation due to Swiss requirements, including separate votes on aggregate director and Executive Management compensation that are in addition to the SEC say-on-pay vote

•

Dedication to responsible Corporate Citizenship through philanthropic, environmental and social initiatives, with Board and senior management oversight

•

Robust governance structure around climate-related risk, opportunities and sustainability activities

•

Published our first report adopting the Task Force on Climate-related Financial Disclosures framework (TCFD Report) in 2021, which included public support for a global transition to a net zero economy by 2050

•

Active Board and committee oversight of risk and enterprise risk management framework

4 Chubb Limited 2022 Proxy Statement

Proxy Summary

Compensation Highlights

How Our Compensation Program Works

What We Reward •
Superior operating and financial performance, as measured against prior year, Board-approved plan and peers ​ •
Achievement of strategic goals ​ •
Superior underwriting and risk management in all our business activities ​ How We Link Pay to Performance •
Core link: Performance measured across 5 key metrics, evaluated comprehensively within the context of the environment in which we operate ​ –
Tangible book value per share growth ​ –
P&C combined ratio ​ –
Core operating return on equity ​ –
Core operating return on tangible equity ​ –
Core operating income ​ •
TSR modifier ​ •
Consideration of strategic achievements, including leadership and execution of key non-financial objectives ​ How We Paid CEO total pay •
$24.4 million, up 18.4% vs. 2020 ​ •
Up 13% vs. 2019 ​ Other NEO total pay •
Up 24% on average vs. 2020 (comparison excludes Peter C. Enns and Philip V. Bancroft. Mr. Enns replaced Mr. Bancroft as Chief Financial Officer effective July 1, 2021) ​

Compensation Profile

Approximately 94% of the total direct compensation of our CEO and 88% of the total direct compensation of our other named executive officers* (NEOs) is variable or “at-risk.” Additionally, with respect to the annual long-term incentive equity award grant, in 2021 the Compensation Committee eliminated time-based restricted stock awards and moved to 100% performance-based vesting for the Chief Executive Officer (CEO), Chief Operating Officer (COO) and President, North America Insurance. Each of these executive’s annual equity award mix is now comprised entirely of performance shares and stock options. The percentage mix of performance shares was also increased to 75% for the other NEOs. The compensation components for each of our NEOs as considered by the Compensation Committee are summarized in the charts below. Further detail is provided in “2021 NEO Total Direct Compensation and Performance Summary” beginning on page 98.

CEO Total Direct Compensation

Other NEOs Total Direct Compensation*

* Excludes compensation of Mr. Bancroft, who retired as Chief Financial Officer of the Company effective July 1, 2021.

Chubb Limited 2022 Proxy Statement 5

Proxy Summary

Our CEO Compensation Process

Each year, the Compensation Committee sets a scorecard for the potential range of CEO compensation, with top-, middle- and low-end bands tied to achievement of specific financial, operational and strategic goals, considered together with TSR, as reflected in the following summary for 2021:

6 Chubb Limited 2022 Proxy Statement

Proxy Summary

Pay-for-Performance Framework

Each NEO has an annual cash incentive and long-term incentive opportunity denominated as a multiple of base salary.

​	Annual Cash Incentive	Long-Term/Equity Incentive
CEO	0-6X base salary	0-12X base salary
Other NEOs	0-4X base salary	0-8X base salary

The Compensation Committee conducts a holistic review of overall performance, factoring in the context of a highly competitive global insurance environment.

How We Use Peer Groups

We utilize two peer groups in order to (1) assess our financial performance against key metrics relative to our P&C insurance industry peers with whom we compete for business (Financial Performance Peer Group) and (2) align our CEO compensation with companies of comparable size and complexity that we seek to be competitive with for talent and compensation purposes (Compensation Benchmarking Peer Group). The Compensation Committee reviews and assesses the peers in both groups at least annually.

Financial Performance Peer Group	Compensation Benchmarking Peer Group
• The Allstate Corporation • American International Group, Inc. • CNA Financial Corporation • The Hartford Financial Services Group, Inc. • The Travelers Companies, Inc. • Zurich Financial Services Group	• The Allstate Corporation • American Express Company • American International Group, Inc. • Aon plc • Bank of America Corporation • The Bank of New York Mellon • BlackRock, Inc. • Cigna Corp.	• Citigroup Inc. • The Goldman Sachs Group, Inc. • Marsh & McLennan Companies, Inc. • MetLife, Inc. • Morgan Stanley • Prudential Financial, Inc. • The Travelers Companies, Inc.

Why Vote “For” Say-on-Pay?

In support of our Board’s recommendations that you vote “For” our Swiss and SEC say-on-pay proposals, we highlight the following key factors:

Excellent financial performance both in absolute terms and relative to peers, reflecting record earnings, underwriting results and investment income, as well as outstanding underlying fundamentals and premium growth, including:

•

Record net income and net income per share of $8.5 billion and $19.27, respectively, up from $3.5 billion and $7.79, respectively, in 2020

•

Record core operating income and core operating income per share of $5.6 billion and $12.56, respectively, up from $3.3 billion and $7.31, respectively, in 2020

•

Consolidated net premiums written of $38 billion, up 12% from 2020, including commercial lines growth of 17.7%. P&C net premiums written delivered the strongest organic growth in more than 15 years

•

Record pre-tax net investment income of $3.5 billion and adjusted net investment income of $3.7 billion

•

Industry-leading P&C combined ratio of 89.1% in 2021 compared to 96.1% in 2020. The current accident year P&C combined ratio excluding catastrophe losses was a record 84.8% in 2021 compared to 86.7% in 2020

•

Book and tangible book value per share up 6.1% and 7.6%, respectively, for the year

•

Return on equity (ROE) was 14.3% in 2021 compared to 6.2% in 2020; core operating ROE was 9.9% in 2021 compared to 6.2% in 2020.

For comparative purposes, 2021 core operating ROE adjusted for the impact of mark-to-market on private equity investments was 13.6%

•

Core operating return on tangible equity (ROTE) was 15.3% in 2021 compared to 9.8% in 2020. For comparative purposes, 2021 core operating ROTE adjusted for the impact of mark-to-market on private equity investments was 20.9%

•

One-year and three-year annualized TSR, which include stock price appreciation plus reinvested dividends, were 27.9% and 16.8%, respectively; cumulative three-year TSR was 59.4%

Chubb Limited 2022 Proxy Statement 7

Proxy Summary

Successfully executed on significant strategic and operational goals and initiatives, including:

•

Capitalized on market conditions in commercial P&C by driving rate, growth and profitability while maintaining underwriting discipline and excellence in customer and partner service

•

Produced record financial performance and advanced strategic goals and initiatives in the midst of a continuing global pandemic

•

Advanced longer-term strategic objectives with our agreement to acquire Cigna’s accident and health and life insurance businesses in the Asia-Pacific region

•

Executed on China strategy by entering into agreements to increase stake in Huatai Insurance Group, a Chinese insurance company with more than 600 branches and approximately 19 million customers, which when completed would result in approximately 86.1% Chubb ownership

•

Established cyber advisory board of outside experts, and refined model and framework around risk mitigation and pricing for cyber insurance and natural catastrophes

•

Continued progress on digital transformation, putting the leadership talent, technical resources and organization in place and creating a strategic plan to transform how we do all aspects of our business in a digital age

•

Executed management changes and additions, leveraging existing capabilities and hiring to enhance leadership pipeline

•

Responded to the competitive recruiting environment and competition for talent that accelerated in 2021 by intensifying and executing on plans to retain and attract key talent

•

Further advanced diversity, equity and inclusion through specific plans focused on gender and racial equity and inclusive leadership in recruitment, career development and advancement opportunities to improve workforce diversity (see “Citizenship at Chubb” on page 58 for details)

•

Improved gender balance and racial diversity at the officer level and in early career hiring. Maintained strong focus on diversity in hiring and promotions at all levels

•

Continued to support a hybrid working model as an efficient means of conducting our business, and refined return to office protocols for safely bringing employees back to the office as soon as possible

•

Progressed climate change and sustainability-related initiatives, enhancing our governance structure around climate risk, opportunity and strategy, and publishing our first TCFD Report

8 Chubb Limited 2022 Proxy Statement

Proxy Summary

Long-Term Performance Highlights

Chubb has a distinguished and consistent track record of performance and outperformance relative to its insurance industry peers. The following charts reflect our performance across key financial and operating measures starting in 2004 when Evan Greenberg became CEO of the Company.

Source: SNL and company disclosures

Chubb Limited 2022 Proxy Statement 9

Proxy Summary

Chubb Book Value per Share & Tangible Book Value per Share

2021 Performance: Key Metrics and Strategic Achievements

The Compensation Committee evaluates our absolute and relative financial performance across the five key metrics detailed below, as well as TSR. The Committee reviews relative Company financial performance against the Financial Performance Peer Group. In performing this assessment, the Committee considered that Chubb’s reported core operating income, core operating ROE and core operating ROTE do not include realized gains and losses on private equity investments, while each other member of the peer group does include such realized gains and losses. Therefore, to allow for an accurate and undistorted comparison of Company performance relative to its peers, the Committee included realized gains and losses on private equity investments in the Company’s results to evaluate core operating income, core operating ROE and core operating ROTE against its peers.

On average across the key metrics, our performance relative to the Financial Performance Peer Group was at the 88th percentile. Based on reported results, which only for Chubb’s results excluded realized gains and losses on private equity investments, our performance on average was at the 68th percentile.

Overall 2021 financial performance was excellent and one of the best in our Company’s history, with record earnings, underwriting results and investment income, as well as excellent underlying revenue growth and outstanding fundamentals. On an absolute basis, the Company exceeded prior year performance on four of the five key metrics. On a relative basis, Chubb outperformed its peers on each of the key financial metrics, and significantly outperformed on four of the five metrics as detailed below. The Committee also recognized the strong TSR results relative to the peer group.

Tangible book value per share growth	7.6%	Tangible book value per share performance exceeded each of our peers (100th percentile). Growth also exceeded plan but was below prior year.
P&C combined ratio	89.1%	P&C combined ratio performance was just below plan but improved from prior year and bettered each of our peers (100th percentile). Current accident year P&C combined ratio excluding catastrophe losses was better than plan and prior year, and was a record at 84.8%.
Core operating return on equity (ROE)	9.9% 13.6% (adjusted for private equity investments)	Core operating ROE performance was in line with plan and exceeded prior year. Performance was at the 59th percentile when adjusted for the impact of mark-to-market on private equity investments.
Core operating return on tangible equity (ROTE)	15.3% 20.9% (adjusted for private equity investments)	Core operating ROTE was below plan but exceeded prior year. Performance exceeded each of our peers (100th percentile) when adjusted for the impact of mark-to-market on private equity investments.
Core operating income	$5.6B	Core operating income exceeded both plan and prior year. Core operating income growth was at the 83rd percentile when adjusted for the impact of mark-to-market on private equity investments and 80th percentile on a reported basis.
Total shareholder return	27.9% 1-year 16.8% 3-year	Our strong 1-year and 3-year annualized TSR each substantially exceeded prior year and were at the 67th and 66th percentiles, respectively, of our peer group. Our cumulative 3-year TSR was 59.4%.

10 Chubb Limited 2022 Proxy Statement

Proxy Summary

Moreover, Chubb continued to invest in its future through the successful execution of established and opportunistic strategic objectives, including capitalizing on market conditions, executing on growth initiatives both organically and through strategic acquisitions, furthering our digital and technological capabilities, enhancing organizational effectiveness and fulfilling our commitment to responsible Corporate Citizenship, including through our climate change and sustainability initiatives and activities. See “Why Vote ‘For’ Say-on-Pay?” beginning on page 7 for additional information on these achievements.

2021 Compensation Decisions

In determining the compensation direction of the Company and in setting the 2021 compensation for the CEO and other NEOs, the Compensation Committee considered the Company’s performance on key financial metrics on an absolute basis and relative to its Financial Performance Peer Group, progress and execution on operational and strategic objectives, and shareholder value creation.

When deciding 2021 variable pay for the CEO and other NEOs, including both cash bonuses and long-term incentive equity awards, the Compensation Committee recognized their outstanding leadership, sound judgment and steadfast focus, which drove record earnings, excellent premium revenue growth and underwriting margin improvement for 2021 while significantly strengthening our reserve positions.

The Compensation Committee determined to increase the CEO’s variable compensation reflecting the Company’s excellent financial performance, successful progress and execution on operational and strategic objectives, and strong shareholder value creation. The CEO’s long-term incentive equity award was increased by $2 million to $15.5 million, and in making such decision the Committee considered the forward-looking nature of such awards, consistent with the Company’s compensation practices linking pay with the long-term performance of the Company and aligning a significant portion of compensation with the creation of shareholder value. The Committee also determined to increase the CEO’s annual cash bonus by $1.8 million to $7.5 million, or an increase of $800,000 compared to 2019. The Committee again determined not to increase the CEO’s base salary, which has remained flat since 2015.

The Compensation Committee believes that 2021 compensation decisions for the CEO and other NEOs are reflective of the Company’s overall operating, strategic, financial and stock price performance, and thus are aligned with shareholders. Further details on the compensation decisions for the CEO and other NEOs are described in “2021 NEO Total Direct Compensation and Performance Summary” beginning on page 98.

The Compensation Committee’s and Board’s compensation decisions for 2021 reflect the Company’s philosophy to closely link pay to performance, ensuring that its leadership team remains highly motivated, and strongly aligning remuneration outcomes with the creation of shareholder value. The decisions also demonstrate the use of short- and long-term variable pay components to adjust compensation to reflect current year results and longer-term impacts. The success of this philosophy is demonstrated in this year’s excellent financial performance, both on an absolute basis and relative to Chubb’s Financial Performance Peer Group, as well as in long-term stock price performance. Over the past 18 years, under Evan Greenberg’s leadership, the Company has had outstanding growth in tangible book value per share, an industry-leading combined ratio and strong TSR as measured against its peers.

Chubb Limited 2022 Proxy Statement 11

Proxy Summary

2021 Summary Compensation Table Information

The table below sets forth 2021 compensation for our NEOs as calculated in accordance with applicable SEC regulations. Additional detail, including the full Summary Compensation Table which also includes 2020 and 2019 data and explanatory footnotes, can be found in the Executive Compensation section of this proxy statement.

Name and Principal Position	Salary	Bonus	Stock Awards	Option Awards	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation	Total
Evan G. Greenberg Chairman and Chief Executive Officer	$1,400,000	$7,500,000	$10,125,007	$2,996,944	—	$1,159,233	$23,181,184
Peter C. Enns* Chief Financial Officer	$649,846	$1,404,500	$3,080,272	$513,532	—	$195,544	$5,843,694
Philip V. Bancroft* Former Chief Financial Officer	$870,000	$1,553,000	$1,630,267	$482,505	—	$458,851	$4,994,623
John W. Keogh President and Chief Operating Officer	$1,050,000	$2,980,100	$3,900,006	$1,154,372	—	$464,594	$9,549,072
Paul J. Krump Vice Chairman, Global Underwriting and Claims	$900,000	$2,018,800	$2,137,622	$632,684	$194,585	$352,544	$6,236,235
John J. Lupica Vice Chairman; President, North America Insurance	$900,000	$2,650,000	$3,647,665	$783,668	—	$469,214	$8,450,547

*

Mr. Enns succeeded Mr. Bancroft as Chief Financial Officer of the Company on July 1, 2021. Stock awards and option awards in the table above for Mr. Enns reflect grants made to him in 2021 in connection with his commencement of employment with the Company.

Executive Compensation, Good Governance and Risk Management

Our executive compensation program and practices are consistent with our strong culture of good corporate governance and effective enterprise risk management. Our compensation practices take into account risk management and, through significant “at-risk” pay, performance-based vesting criteria, and other means, broadly align total compensation with the medium- and long-term financial results of the Company.

The key objectives of our executive compensation program are to: •
Emphasize long-term performance and value creation that, while not immune to short-term financial results, encourages sensible risk-taking in pursuit of superior long-term operating performance. ​ •
Assure that executives do not take imprudent risks to achieve compensation goals. ​ •
Provide, to the extent practicable, that executives are not rewarded with short-term compensation for risk-taking actions that may not manifest in outcomes until after the compensation is paid. ​

Sound corporate governance through the institution or prohibition of certain policies and practices, as well as our Compensation Committee’s continuous oversight of our compensation program’s design and effectiveness, ensure that these key objectives are fulfilled.

Our corporate governance helps us mitigate and manage risks we face as an organization by providing a framework that guides how management runs the business and how our Board provides oversight. This is especially pertinent as it applies to our executive compensation program, and our Compensation Committee has taken steps to ensure that our program aligns with our corporate values and culture by adopting policies that discourage excessive risk-taking, ensure a stake in long-term Company performance and hold executives accountable for individual and Company performance.

12 Chubb Limited 2022 Proxy Statement

Proxy Summary

What We Do

What We Don’t Do

• Substantial equity component to align pay with performance • Performance share awards subject to 3-year cliff vesting and two operating metrics (tangible book value per share growth and P&C combined ratio) that drive long-term shareholder value • Significant amount of at-risk pay (94% for CEO, 88% for other NEOs) • Significant mandatory share ownership requirements (CEO 7X base salary; other NEOs 4X base salary) • Independent compensation consultants at every Compensation Committee meeting • Double trigger change in control payout • Detailed individual performance criteria • Clawback of all incentive compensation (cash bonus and equity, vested and unvested) in certain circumstances • Peer groups reevaluated annually • Employment agreements with non-competition and non-solicitation terms for Executive Management • Compensation Committee considers shareholder feedback in evaluating compensation program and disclosure

• No hedging of Chubb securities • No repricing or exchange of underwater stock options • No options backdating • No special tax gross ups • No new pledging of Chubb shares owned by executive officers or directors • No excessive perquisites for executives • No multi-year guaranteed bonuses • No disproportionate supplemental pensions • No annual pro-rata vesting of performance share awards or second chance “look back” vesting

In developing and maintaining a compensation program that appropriately rewards pay for performance and drives shareholder value, our Compensation Committee periodically:

•

Reviews the components of total compensation and the appropriate level of compensation that should be variable or “at-risk” (for additional information on the components of total compensation, see “Compensation Profile” on page 5).

•

Analyzes our long-term equity awards so that vesting periods and terms are aligned with long-term shareholder interests.

•

Re-evaluates the composition of our Compensation Benchmarking and Financial Performance Peer Groups.

Our Compensation Committee works closely with our independent compensation consultants to analyze market data, review peer groups, evaluate trends in best practices and assist the Compensation Committee in determining the appropriate amount and forms of compensation paid to our executives.

The Compensation Committee may make changes to our compensation program based on its independent judgment, including upon the consideration of best practices and shareholder feedback.

Chubb Limited 2022 Proxy Statement 13

Agenda Item 1

Approval of the Management Report, Standalone Financial
Statements and Consolidated Financial Statements of Chubb Limited
for the Year Ended December 31, 2021

Agenda Item

Our Board of Directors is asking shareholders to approve Chubb Limited’s management report, standalone financial statements and consolidated financial statements for the year ended December 31, 2021.

Explanation

Under Swiss law, our management report, standalone financial statements and consolidated financial statements must be submitted to shareholders for approval or disapproval at each annual general meeting.

These items are all included in the Chubb Limited Annual Report for the fiscal year ended December 31, 2021 (the Annual Report), which is part of the proxy materials we provide. Specifically, the Annual Report contains:

•

the standalone Swiss statutory financial statements of Chubb Limited (which do not consolidate the results of operations for Chubb Limited’s subsidiaries);

•

the standalone Swiss statutory compensation report of Chubb Limited (the Swiss Compensation Report);

•

Chubb Limited’s consolidated financial statements for the year ended December 31, 2021;

•

the reports of our statutory auditor and independent registered public accounting firm; and

•

information on the Company’s business, organization and strategy (which forms the management report as defined under Swiss law).

Copies of our 2021 Annual Report and this proxy statement will be available to all shareholders entitled to vote at the May 19, 2022 annual general meeting of shareholders (the Annual General Meeting), on the Internet at http://www.envisionreports.com/CB on or about April 6, 2022.

The Company’s statutory auditor, PricewaterhouseCoopers AG, Zurich, Switzerland, has issued an unqualified recommendation to the Annual General Meeting that Chubb Limited’s statutory financial statements be approved.

PricewaterhouseCoopers AG has expressed its opinion that the financial statements for the year ended December 31, 2021 comply with Swiss law and the Company’s Articles of Association. They also confirmed that the proposed appropriation of available earnings complies with Swiss law and the Company’s Articles of Association, and has reported on other legal requirements.

PricewaterhouseCoopers AG has also issued an unqualified recommendation that the Company’s consolidated financial statements be approved. PricewaterhouseCoopers AG has expressed its opinion that the consolidated financial statements present fairly, in all material respects, the financial position of Chubb Limited as of December 31, 2021, and the results of operations and the cash flows for the year then ended, in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and comply with Swiss law, and has reported on other legal requirements.

Representatives of PricewaterhouseCoopers AG are expected to be present at the Annual General Meeting, will have an opportunity to make a statement if they wish and will also be available to answer questions.

What Happens If Shareholders Do Not Approve This Proposal?

If shareholders do not approve this proposal, then shareholders would be precluded from approving the allocation of disposable profit and distribution of a dividend as set out in Agenda Items 2.1 and 2.2.

Voting Requirement to Approve Agenda Item

The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.

14 Chubb Limited 2022 Proxy Statement

Agenda Item 2

Allocation of Disposable Profit and Distribution of a Dividend out of
Legal Reserves (by Way of Release and Allocation to a Dividend Reserve)

2.1 Allocation of disposable profit

Agenda Item

Our Board of Directors is asking shareholders to approve that the Company’s disposable profit (including the profit for the year and the other items as shown below and on Chubb Limited’s standalone financial statements) be carried forward.

The following table shows the appropriation of available earnings as proposed by the Board of Directors for the year ended December 31, 2021:

​	(in millions of Swiss francs)
Balance brought forward	10,928
Profit for the year	4,330
Cancellation of treasury shares	(398)
Attribution to reserve for treasury shares	447
Balance carried forward	15,307

Explanation

Under Swiss law, the allocation of the Company’s profit or loss must be submitted to shareholders for approval or disapproval at each annual general meeting.

Our Board of Directors continues to believe that it is in the best interests of the Company and its shareholders to retain our earnings for future investment in the growth of our business, for share repurchases, for the possible acquisition

of other companies or lines of business, and for dividends out of legal reserves as described in this proxy statement.

Accordingly, the Board is proposing that all retained earnings at the disposal of the Annual General Meeting be carried forward. The Board is also proposing a dividend to shareholders under Agenda Item 2.2.

What Happens If Shareholders Do Not Approve This Proposal?

If the shareholders do not approve this proposal, then the Board will consider the reasons the shareholders did not approve the proposal, if known, and will call an extraordinary general meeting of shareholders for reconsideration of the proposal or a revised proposal.

Voting Requirement to Approve
Agenda Item

The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.

Chubb Limited 2022 Proxy Statement 15

Agenda Item 2

2.2. Distribution of a dividend out of legal reserves (by way of release and allocation to a dividend reserve)

Explanation

Our Board of Directors is requesting shareholder approval for an annual dividend of up to USD $3.32 per share, to be paid in installments as determined by the Board of Directors from a separate dividend reserve account. The separate dividend account would be in CHF in accordance with our Swiss statutory financial statements and Swiss law and is the same method approved at our annual general meeting last year. This reserve account would be larger, based on current exchange rates, than the maximum dividend amount we intend to pay out, in order to permit payment of the entire USD $3.32 per share even in the event of material currency fluctuations. Amounts remaining in the dividend reserve account following dividend payments would be returned to the capital contributions reserve as of the date of the 2023 annual general meeting.

Dividend Reserve

Under this proposed process for a dividend, shareholders fix an aggregate CHF amount to be allocated from our capital contributions reserves to a special reserve account, where the amount will be available for the payment of dividends.

Our Board of Directors has proposed that the maximum amount legally available to pay an annual dividend be CHF 2.2 billion. The amount reflects an annual dividend increase of USD $0.12 per Chubb Limited Common Share, par value CHF 24.15 per share (a Common Share). The maximum amount proposed to be legally available is the same amount requested and approved at last year’s annual general meeting.

If approved by shareholders, the maximum amount legally available to pay a dividend will be released from the capital contributions reserves account, a sub-account of legal reserves, and be segregated to a dividend reserve account. We refer to this amount in the dividend reserve account as the Dividend Reserve. While dividend payments would reduce the Dividend Reserve on our Swiss balance sheet, the payments are not required to be sourced from CHF-denominated assets; in fact, we typically source dividend payments from assets already denominated in USD or equivalent, thereby avoiding currency exchange expense.

Annual Dividend and Board Discretion

Following shareholder approval, the Board of Directors is authorized to use the Dividend Reserve to distribute a dividend to shareholders in installments up to a maximum of USD $3.32 per share (the Annual Dividend). The Board will determine the record and payment dates at which the Annual Dividend may be paid (or, if circumstances warrant, refrain

from paying it) in one or more installments, until the date of the 2023 annual general meeting.

The Board currently expects to pay the full USD $3.32 per share of the Annual Dividend in four equal quarterly installments of USD $0.83 each.

The total amount of dividends paid is limited to the amount of the Dividend Reserve expressed in Swiss Francs, which is required under Swiss law. The amount of the Dividend Reserve as proposed is high enough to permit payment of the full USD $3.32 per share Annual Dividend even if there are material currency fluctuations between the Swiss Franc and the U.S. dollar or the Company issues new shares. Should, however, these fluctuations or new share issuances result in payouts of the Annual Dividend that exceed the Dividend Reserve, the Annual Dividend’s installments would have to be capped accordingly. In the unlikely event that the Annual Dividend must be cut back in this way, our Board would propose payment of the unpaid amount in the dividend proposal at the next annual general meeting or call an extraordinary general meeting for that purpose.

Agenda Item

Our Board of Directors proposes:

(a)

that an aggregate amount equal to CHF 2,200,000,000 be released from the capital contribution reserves account, a sub-account of legal reserves, and allocated to a segregated dividend reserve account from capital contribution reserves (Dividend Reserve), and

(b)

to distribute a dividend to the shareholders up to an aggregate amount totaling USD $3.32 per Common Share from, and limited at a maximum to the amount of, the Dividend Reserve in one or more installments, in such amounts and on such record and payment dates as determined by the Board in its discretion.

If the Board of Directors deems it advisable for the Company, the Board of Directors shall be authorized to abstain (in whole or in part) from distributing a dividend in its discretion. The authorization of the Board of Directors to distribute the installments from the Dividend Reserve will expire on the date of the 2023 annual general meeting, on which date any balance remaining in the Dividend Reserve will be automatically reallocated to the capital contribution reserves account of legal reserves.

16 Chubb Limited 2022 Proxy Statement

Agenda Item 2

What Happens If Shareholders Do Not Approve This Proposal?

If the shareholders do not approve this proposal, then the Board will consider the reasons the shareholders did not approve the proposal, if known, and will call an extraordinary general meeting of shareholders for reconsideration of the proposal or a revised proposal.

Voting Requirement to Approve
Agenda Item

The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.

Chubb Limited 2022 Proxy Statement 17

Agenda Item 3

Discharge of the Board of Directors

Agenda Item

Our Board of Directors is asking shareholders to discharge the Board of Directors for the financial year ended
December 31, 2021.

Explanation

As is customary for Swiss corporations and in accordance with Article 698, para. 2, no. 5 of the Swiss Code of Obligations as well as Article 9, no. 4 of our Articles of Association, shareholders are requested to discharge the members of the Board of Directors from liability for their activities during the year ended December 31, 2021. This discharge is not for liability relating to facts that have not been disclosed to shareholders. Registered shareholders that do not vote in favor of this agenda item are not bound by the result for a period ending six months after the Annual General Meeting.

Voting Requirement to Approve Agenda Item

The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes, blank or invalid ballots or the votes of any member of or nominee to the Company’s Board of Directors, any executive officer of the Company or any votes represented by the Company, is required to approve this agenda item.

18 Chubb Limited 2022 Proxy Statement

Agenda Item 4

Election of Auditors

4.1 Election of PricewaterhouseCoopers AG (Zurich) as our statutory auditor

Agenda Item

Our Board of Directors is asking shareholders to elect PricewaterhouseCoopers AG (Zurich) as the Company’s statutory auditor for the financial year ending
December 31, 2022.

Explanation

Our shareholders must elect an audit firm supervised by the Swiss Federal Audit Oversight Authority as statutory auditor. The statutory auditor’s main task is to audit the standalone statutory financial statements and consolidated financial statements of Chubb Limited. Our Board of Directors has recommended that PricewaterhouseCoopers AG, Birchstrasse 160, CH-8050 Zurich, Switzerland (PwC AG), be elected as our statutory auditor for our consolidated financial statements and standalone statutory financial statements.

Representatives of PwC AG are expected to be present at the Annual General Meeting, will have an opportunity to make a statement if they wish and will also be available to answer questions.

For independent auditor fee information and information on our pre-approval policy of audit and non-audit services, see the explanation of Agenda Item 4.2. Please see the Audit Committee Report included in this proxy statement for additional information about our auditors.

Voting Requirement to Approve
Agenda Item

The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.

4.2 Ratification of appointment of PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting

Agenda Item

Our Board of Directors is asking shareholders to ratify the appointment of PricewaterhouseCoopers LLP (Philadelphia, Pennsylvania, United States) as the Company’s independent registered public accounting firm for the year ending December 31, 2022.

Explanation

Our Board of Directors and the Audit Committee recommend that our shareholders ratify the appointment of PricewaterhouseCoopers LLP, Two Commerce Square, Suite

1800, 2001 Market Street, Philadelphia, Pennsylvania, 19103, United States (PwC LLP), an affiliate of PwC AG, as our independent registered public accounting firm for purposes of U.S. securities law reporting. The Audit Committee recommends the appointment of our independent registered public accounting firm to the Board for ratification by our shareholders annually.

Our Audit Committee evaluates the qualification, performance and independence of our independent registered public accounting firm and periodically considers auditor rotation. In determining whether to reappoint the Company’s independent registered public accounting firm, the Audit Committee takes into consideration a number of factors, including the length of time the firm has been engaged, the

Chubb Limited 2022 Proxy Statement 19

Agenda Item 4

quality of the Audit Committee’s ongoing discussions with the firm, the firm’s global capabilities and depth of understanding of our businesses, and an assessment of the professional qualifications and past performance of the lead audit partner and their global audit team. The Audit Committee also evaluates the appropriateness of fees for audit and non-audit services, and reviews and approves both the audit scope and estimated fees for professional services for the coming year as well as the related pre-approval policy described below. Additionally, the Audit Committee reviews and approves the integrated annual joint audit plan prepared by PwC LLP and the Company’s internal auditor.

PwC LLP (or its predecessor Coopers & Lybrand LLP) has had a working association with the Company, and has had the responsibility for examining the consolidated financial statements of the Company and its subsidiaries, since 1985. Representatives of PwC LLP are expected to be present at the Annual General Meeting, will have an opportunity to make a statement if they wish and will also be available to answer questions.

Independent Auditor Fee Information

The following table presents fees for professional audit services rendered by PwC AG, PwC LLP and their affiliates, which we collectively refer to as PwC, for the audit of our annual consolidated financial statements for 2021 and 2020 and fees for other services rendered by PwC for such periods:

​	2021	2020
Audit fees1	$24,698,000	$25,048,000
Audit-related fees2	1,795,000	872,000
Tax fees3	2,280,000	2,269,000
All other fees4	179,000	257,000
Total	$28,952,000	$28,446,000

The fees in the table above include “out-of-pocket” expenses incurred by PwC and billed to the Company in connection with these services of $325,000 for 2021 and $260,000 for 2020.

1

Audit fees for the years ended December 31, 2021 and 2020 were for professional services rendered in connection with: the integrated audits of our consolidated financial statements and internal controls over financial reporting, the statutory and U.S. GAAP audits of various subsidiaries, and comfort letters and consents issued in connection with registration statements which we filed with the SEC.

2

Audit-related fees for the years ended December 31, 2021 and 2020 were for financial, accounting, or regulatory reporting matters ($1,428,000 for

2021 and $499,000 for 2020), internal control reviews ($367,000 for 2021 and $371,000 for 2020), and proxy disclosure agreed-upon procedures (nil for 2021 and $2,000 for 2020).

3

Tax fees for the years ended December 31, 2021 and 2020 were for professional services rendered in connection with expatriate tax services ($1,000,000 for 2021 and $1,033,000 for 2020), tax compliance ($675,000 for 2021 and $754,000 for 2020), and tax planning ($605,000 for 2021 and $482,000 for 2020).

4

All other fees for the years ended December 31, 2021 and 2020 were for professional services and expenses rendered in connection with software licensure fees ($9,000 for 2021 and $20,000 for 2020), industry market research and survey services ($29,000 for 2021 and Nil for 2020), and various compliance and other projects ($141,000 for 2021 and $237,000 for 2020).

Pre-Approval Policy of Audit and Non-Audit Services

The Audit Committee has adopted the following policies and procedures for the pre-approval of all audit and permissible non-audit services provided by our independent auditor, PwC. The Audit Committee considers, among other things, whether the provision of specific non-audit services is permissible under existing law and whether it is consistent with maintaining the auditor’s independence.

Before engaging independent auditors for the next year’s audit, management will submit a list of services and related fees expected to be incurred during that year to the Audit Committee for approval. The Audit Committee will pre-approve and ratify the budgeted amount of fees within each of the categories and require management and the auditor to report actual fees versus the budget periodically throughout the year by category of service.

Either the Audit Committee Chair or the entire Audit Committee must pre-approve the provision of any significant additional audit and non-audit fees in excess of the budgeted amount. If the Audit Committee Chair pre-approves such amounts, it is reported to the entire Audit Committee at its next meeting. All fees related to internal control work are pre-approved by the Audit Committee before such services are rendered. The Audit Committee approved all of the 2021 fees described above pursuant to its pre-approval policies and procedures.

The Audit Committee also reviewed, at its December 2021 meeting, the audit services and non-audit services budgeted fees for 2022. The Audit Committee also reviewed all non-audit services provided in 2021 and concluded that the provision of such services was compatible with the maintenance of PwC’s independence in the conduct of its audit functions.

Please see the Audit Committee Report included in this proxy statement for additional information about our Audit Committee and PwC.

20 Chubb Limited 2022 Proxy Statement

Agenda Item 4

Voting Requirement to Approve Agenda Item

The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.

4.3 Election of BDO AG (Zurich) as special audit firm

Agenda Item

Our Board of Directors is asking shareholders to elect BDO AG, Schiffbaustrasse 2, CH-8005 Zurich, Switzerland as the Company’s special audit firm until our next annual general meeting.

Explanation

Under Swiss law, special reports by an audit firm supervised by the Swiss Federal Audit Oversight Authority are required in connection with certain corporate transactions, including certain types of increases in share capital. We have been informed that, because of the auditor independence requirements under U.S. federal securities laws, PwC AG cannot act as our special audit firm with respect to certain types of capital increases.

Voting Requirement to Approve Agenda Item

The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.

Chubb Limited 2022 Proxy Statement 21

Agenda Item 5

Election of the Board of Directors

Agenda Item

Our Board of Directors is asking shareholders to elect each of the director nominees listed below individually to the Board of Directors until our next annual general meeting.

Explanation

Under Swiss law and our Articles of Association, our shareholders elect all of our directors annually. Our Board may not appoint directors to fill vacancies.

Our Articles of Association state that the Board of Directors must consist of three to 20 members, the exact number to be determined by shareholders.

For more information about our Board of Directors, please see the “Corporate Governance” section of this proxy statement.

Our Director Nominating Process and Board Composition Criteria

Our Nominating & Governance Committee regularly reviews the current composition of the Board, including diversity, tenure, skills and qualifications. Based on their assessment, the Committee recommends director nominees to the Board.

Directors must demonstrate the highest personal and professional integrity and commitment to ethical and moral conduct, and must respect and reflect Chubb values and culture. Directors should also be able and prepared to provide wise and thoughtful counsel to management on strategy and the full range of potential issues facing the Company. They should represent all shareholders and not any special interest group or constituency. They also must have the time necessary to fully meet their duty of care to the shareholders and be willing to commit to service over the long term, if called upon.

Our Nominating & Governance Committee considers a variety of skills, qualifications, backgrounds and experiences in evaluating collective Board composition and assessing individual directors and director nominees, some of which are noted below. In addition to the specific expertise and experience identified below, other factors for Board consideration include professional reputation, integrity, collegiality and diversity of backgrounds and perspectives, as well as gender and racial diversity.  

Skills, Qualifications and Experiences Criteria
• Corporate Strategy • CEO Experience or Similar • Digital/Technology/IT • Financial Literacy/Accounting • Financial Services Industry	• Governance/Compliance • Government/Regulatory/Public Policy • Insurance and Reinsurance Industry • Global Business • M&A/Business Development

The above is not an exhaustive list. Our Nominating & Governance Committee may consider these criteria and other additional criteria from time to time, and may adjust the importance of certain criteria based on factors including current Board composition and evolving business, governance, regulatory and other considerations.

22 Chubb Limited 2022 Proxy Statement

Agenda Item 5

Our Director Nominees

Our Board of Directors has nominated a slate of 13 director nominees, comprised of 12 current directors and one new nominee, for election to the Board of Directors. All directors will serve a one-year term from the 2022 Annual General Meeting until our next annual general meeting. There will be a separate vote on each nominee.

The current directors who are standing for re-election are Evan G. Greenberg, Michael P. Connors, Michael G. Atieh, Sheila P. Burke, Mary Cirillo, Robert J. Hugin, Robert W. Scully, Theodore E. Shasta, David H. Sidwell, Olivier Steimer, Luis Téllez and Frances F. Townsend. The new director nominee is Kathy Bonanno. One of our current directors, Eugene B. Shanks, Jr., is retiring from our Board of Directors at the expiration of his term as of the Annual General Meeting and is not standing for re-election. We thank Mr. Shanks for his many years of exemplary service on our Board of Directors.

Our Nominating & Governance Committee regularly considers and will continue to assess Board size, tenure and refreshment, and whether the Board has the right mix of skills, qualifications, backgrounds and experiences. We believe 13 directors is the appropriate size for the Board at this time.

Biographical information for each of the nominees is included below.

Evan G. Greenberg Chairman and
Chief Executive Officer,
Chubb Limited Age: 67 Years of Service: 20 Committee Memberships:
Executive (Chairman) Evan G. Greenberg was elected as our Chairman of the Board in May 2007. We appointed Mr. Greenberg as our President and Chief Executive Officer in May 2004 and as our President and Chief Operating Officer in June 2003. In April 2002, Mr. Greenberg was appointed to the position of Chief Executive Officer of ACE Overseas General. Mr. Greenberg joined the Company as Vice Chairman, ACE Limited, and Chief Executive Officer of ACE Tempest Re in November 2001. Prior to joining the Company, Mr. Greenberg was most recently President and Chief Operating Officer of American International Group, Inc. (AIG) from 1997 until 2000. From 1975 until 1997, Mr. Greenberg held a variety of senior management positions at AIG, including President and Chief Executive Officer of AIU, AIG’s foreign general insurance organization. Skills and Qualifications:
Mr. Greenberg has a long and distinguished record of leadership and achievement in the insurance industry. He has been our Chief Executive Officer since 2004 and has served in senior management positions in the industry for more than 45 years. Mr. Greenberg’s record of managing large and complex insurance operations and the skills he developed in his various roles suit him for his role as a director of the Company and Chairman of the Board, in addition to his Chief Executive Officer position.

Chubb Limited 2022 Proxy Statement 23

Agenda Item 5

Michael P. Connors Chairman and
Chief Executive Officer,
Information Services Group, Inc. Independent Lead Director Age: 66 Years of Service: 11 Committee Memberships:
Compensation,
Nominating & Governance,
Executive Michael P. Connors is Chairman of the Board and Chief Executive Officer of Information Services Group, Inc., a technology insights, market intelligence and advisory services company. He is also a founder of that company. Mr. Connors served as a member of the Executive Board of VNU N.V., a worldwide media and marketing information company, from the merger of ACNielsen into VNU in 2001 until 2005, and he served as Chairman and Chief Executive Officer of VNU Media Measurement & Information Group and Chairman of VNU World Directories until 2005. He previously was Vice Chairman of the Board of ACNielsen from its spin-off from the Dun & Bradstreet Corporation in 1996 until 2001, was Senior Vice President of American Express Travel Related Services from 1989 until 1995, and before that was a Corporate Vice President of Sprint Corporation. Mr. Connors was during the past five years a member of the Board of Directors of Eastman Chemical Company. Skills and Qualifications:
Mr. Connors is a successful chief executive officer, who brings to the Board substantial corporate management experience in a variety of industries as well as expertise in marketing, media and public relations through his high-level positions at marketing and information-based companies. Mr. Connors’ skills are enhanced through his current and past experience serving on several public company boards, which furthers his ability to provide valued oversight and guidance to the Company as Lead Director and strategies to inform the Board’s general decision-making, particularly with respect to management development, executive compensation and other human resources issues. He has also served as the chair of two compensation committees.

Michael G. Atieh Retired Chief Financial and
Business Officer,
Ophthotech Corporation Age: 68 Years of Service: 31 Committee Memberships:
Risk & Finance Michael G. Atieh served as Executive Vice President and Chief Financial and Business Officer of Ophthotech Corporation (a biopharmaceutical company) from September 2014 until March 2016. From February 2009 until its acquisition in February 2012, Mr. Atieh was Executive Chairman of Eyetech Inc., a private specialty pharmaceutical company. He served as Executive Vice President and Chief Financial Officer of OSI Pharmaceuticals from June 2005 until December 2008. Mr. Atieh is currently a director of electroCore, Inc., a director and Chairman of the Audit Committee of Immatics N.V. and a director and Chairman of the Audit Committee of Oyster Point Pharma. He served as a member of the Board of Directors of Theravance Biopharma, Inc. from June 2014 to April 2015, and as a member of the Board of Directors and Chairman of the Audit Committee for OSI Pharmaceuticals from June 2003 to May 2005. Previously, Mr. Atieh served at Dendrite International, Inc. as Group President from January 2002 to February 2004 and as Senior Vice President and Chief Financial Officer from October 2000 to December 2001. He also served as Vice President of U.S. Human Health, a division of Merck & Co., Inc., from January 1999 to September 2000, as Senior Vice President — Merck-Medco Managed Care, L.L.C., an indirect wholly-owned subsidiary of Merck, from April 1994 to December 1998, as Vice President — Public Affairs of Merck from January 1994 to April 1994 and as Treasurer of Merck from April 1990 to December 1993. Skills and Qualifications:
Mr. Atieh brings a wealth of diverse business experience to the Board which he gained as a senior executive in a Fortune 50 company, large and small biotechnology companies, and technology and pharmaceutical service companies. His experience in finance includes serving as a chief financial officer, developing and executing financing strategies for large acquisitions, and subsequently leading the integration efforts of newly acquired companies. He was an audit manager at Ernst & Young and has served as chair of the audit committee of Chubb and other public companies. Mr. Atieh also has deep knowledge of sales and operations gained from over a decade of experience in these disciplines, with extensive customer-facing responsibilities that also contribute to his value as a director.

24 Chubb Limited 2022 Proxy Statement

Agenda Item 5

Kathy Bonanno Business Finance Officer,
Google Cloud Age: 59 Years of Service:
New Nominee Kathy Bonanno has served as Business Finance Officer of Google Cloud (cloud computing services) since August 2020. Prior to that, from April 2014 until July 2020, Ms. Bonanno held a variety of senior finance positions with Palo Alto Networks (cybersecurity), including Chief Financial Officer from November 2017 until July 2020, Senior Vice President, Finance, from November 2016 to November 2017, and Vice President, Finance, from April 2014 until November 2016. In her 30 years of business experience she also held a variety of senior finance roles at Symantec Corporation (cybersecurity) from July 2006 to March 2014, and was employed in a variety of roles, including Managing Director Investor Relations, at American Airlines from September 1987 to June 2006. Since August 2021, Ms. Bonanno has served as a consultant to Chubb’s Board of Directors (which role will terminate as of the Annual General Meeting). Skills and Qualifications:
Ms. Bonanno’s significant financial and financial reporting experience, including as a former chief financial officer of a public company, would bring substantial value to our Board of Directors. Additionally, her extensive executive management experience with cloud computing and cybersecurity companies would provide insights, perspective and understanding of key digital, technology and cyber priorities and related risks for the Company both as an insurer and a large multinational company.

Sheila P. Burke Faculty Research Fellow, John F.
Kennedy School of Government,
Harvard University Age: 71 Years of Service: 6 Committee Memberships:
Risk & Finance Sheila P. Burke is a Faculty Research Fellow at the Malcolm Wiener Center for Social Policy, and has been a Member of Faculty at the John F. Kennedy School of Government, Harvard University, since 2007. She has been a Senior Public Policy Advisor at Baker, Donelson, Bearman, Caldwell & Berkowitz since 2009. From 1997 to 2016, Ms. Burke was a member of the board of directors of The Chubb Corporation (Chubb Corp.) and served as chair of its Corporate Governance & Nominating Committee and as a member of the Chubb Corp. board’s Executive Committee and Organization & Compensation Committee at the time of the merger with the Company. From 2004 to 2007, Ms. Burke served as Deputy Secretary and Chief Operating Officer of the Smithsonian Institution. Ms. Burke previously was Under Secretary for American Museums and National Programs, Smithsonian Institution, from June 2000 to December 2003. She was Executive Dean and Lecturer in Public Policy of the John F. Kennedy School of Government, Harvard University, from November 1996 until June 2000. Ms. Burke served as Chief of Staff to the Majority Leader of the U.S. Senate from 1985 to 1996. Ms. Burke was also previously a member of the board of directors of WellPoint, Inc. (now Anthem Inc.). Skills and Qualifications:
Ms. Burke brings an extensive knowledge of public policy matters and governmental affairs, in both public service and private practice, to our Board of Directors. In addition, her substantial experience on public, private and not-for-profit boards enables her to provide valuable oversight and guidance to our management on strategy, regulatory matters and risk management.

Chubb Limited 2022 Proxy Statement 25

Agenda Item 5

Mary Cirillo Retired Executive Vice President
and Managing Director,
Deutsche Bank Age: 74 Years of Service: 16 Committee Memberships:
Nominating & Governance (Chair),
Compensation, Executive Mary Cirillo is a retired banking executive and former advisor to Hudson Venture Partners L.P. (venture capital). She served as Chairman of OPCENTER, LLC (help desk and network operations services) from 2000 to 2004. She was Chief Executive Officer of Global Institutional Services of Deutsche Bank from July 1999 until February 2000. Previously, she served as Executive Vice President and Managing Director of Bankers Trust Company (which was acquired by Deutsche Bank), which she joined in 1997. From 1977 to 1997, she was with Citibank, N.A., most recently serving as Senior Vice President. Ms. Cirillo previously served as a director of Thomson Reuters Corporation and as a director of DealerTrack Technologies. Skills and Qualifications:
Ms. Cirillo has spent a career in software product development, business management in transaction service businesses and in commercial banking. She has developed and led global businesses and served as chief executive officer for various subsidiaries at two major financial institutions. She has also led major turnaround efforts in global financial institutions. Ms. Cirillo also has experience in private equity. This business experience allows Ms. Cirillo to bring financial services and technology leadership skills to the Board.

Robert J. Hugin Former Chairman and
Chief Executive Officer,
Celgene Corporation Age: 67 Years of Service: 2 Committee Memberships:
Risk & Finance Robert J. Hugin served as Chief Executive Officer of Celgene Corporation (a biopharmaceutical company) from June 2010 until March 2016, as Chairman of its Board of Directors from June 2011 to March 2016 and as Executive Chairman from March 2016 to January 2018. Prior to June 2016, Mr. Hugin held a number of management roles at Celgene, including President from May 2006 to July 2014, Chief Operating Officer from May 2006 to June 2010 and Senior Vice President and Chief Financial Officer from June 1999 to May 2006. Prior to that, Mr. Hugin was a Managing Director at J.P. Morgan & Co. Inc., which he joined in 1985. Mr. Hugin is currently a director of Biohaven Pharmaceutical Holding Company Ltd. In the past five years Mr. Hugin previously served as a director of Allergan plc, Danaher Corporation and The Medicines Company. Skills and Qualifications:
Mr. Hugin brings significant and extensive executive leadership to our Board. His experience as a chief executive officer and his outside board service enables him to provide valuable insight on complex business and financial matters and guidance to our management on strategy. In addition, his role as chairman and chief executive of a global public company provides a depth of knowledge in handling a broad array of complex operational, regulatory and international issues.

Robert W. Scully Retired Co-President,
Morgan Stanley Age: 72 Years of Service: 8 Committee Memberships:
Audit (Chair), Executive Robert W. Scully was a member of the Office of the Chairman of Morgan Stanley from 2007 until his retirement in 2009, and he previously served at Morgan Stanley as Co-President, Chairman of global capital markets and Vice Chairman of investment banking. Prior to joining Morgan Stanley in 1996, he served as a managing director at Lehman Brothers and at Salomon Brothers Inc. Mr. Scully is currently a director of KKR & Co. Inc. and Zoetis Inc. Previously, Mr. Scully was a Public Governor of the Financial Industry Regulatory Authority (FINRA) and a director of UBS Group AG, Bank of America Corporation, GMAC Financial Services and MSCI Inc. Skills and Qualifications:
Mr. Scully’s lengthy career in the global financial services industry brings expertise in capital markets activities and, of particular note, risk management to the Board. Mr. Scully has a broad range of experience with oversight stemming from his extensive service as a director; he has served or is serving on four other organizations’ audit committees (including FINRA), three companies’ compensation committees, a risk committee and a nominating and governance committee. Mr. Scully’s experience with and knowledge of talent development and strategic initiatives are also important to the Board.

26 Chubb Limited 2022 Proxy Statement

Agenda Item 5

Theodore E. Shasta Retired Partner,
Wellington Management Company Age: 71 Years of Service: 12 Committee Memberships:
Audit Theodore E. Shasta is a Director of MBIA, Inc. and also serves as the Chair of its Audit Committee and a member of its Finance and Risk Committee, Compensation and Governance Committee and Executive Committee. Mr. Shasta was formerly a Senior Vice President and Partner of Wellington Management Company, a global investment advisor. Mr. Shasta joined Wellington Management Company in 1996 and specialized in the financial analysis of publicly-traded insurance companies and retired in June 2009. Prior to joining Wellington Management Company, Mr. Shasta was a Senior Vice President of Loomis, Sayles & Company (investment management). Before that, he served in various capacities with Dewey Square Investors and Bank of Boston. In total, Mr. Shasta spent 25 years covering the insurance industry as a financial analyst. Skills and Qualifications:
Mr. Shasta’s history of working in the financial services industry, as well as in the property and casualty insurance arena, brings valuable insight and perspective to the Board. His years of analysis of companies like Chubb and its peer group provide him with deep knowledge of particular business and financial issues we face. His financial acumen and industry knowledge make him a valuable contributor to the Audit Committee. Mr. Shasta has been a Chartered Financial Analyst since 1986.

David H. Sidwell Retired Chief Financial Officer,
Morgan Stanley Age: 69 Years of Service: 8 Committee Memberships:
Audit David H. Sidwell was Executive Vice President and Chief Financial Officer of Morgan Stanley from March 2004 to October 2007, when he retired. From 1984 to March 2004, Mr. Sidwell worked for JPMorgan Chase & Co. in a variety of financial and operating positions, most recently as Chief Financial Officer of JPMorgan Chase’s investment bank from January 2000 to March 2004. Prior to joining JP Morgan in 1984, Mr. Sidwell was with Price Waterhouse LLP, a major public accounting firm, from 1975 to 1984, where he was qualified as a chartered accountant with the Institute of Chartered Accountants in England and Wales. Mr. Sidwell was Senior Independent Director of UBS Group AG until April 2020 and was a director of the Federal National Mortgage Association (Fannie Mae) until October 2016. Skills and Qualifications:
Mr. Sidwell has a strong background in accounting, finance and capital markets, as well as the regulation of financial institutions, complementary to his role on the Audit Committee. He also has considerable expertise in risk management from chairing the risk committee of a public company and his executive positions. Mr. Sidwell further contributes experience in executive compensation and corporate governance from his service on the committees of other public company boards. This comprehensive range of experience contributes greatly to his value as a Board member.

Chubb Limited 2022 Proxy Statement 27

Agenda Item 5

Olivier Steimer Former Chairman,
Banque Cantonale Vaudoise Age: 66 Years of Service: 14 Committee Memberships:
Risk & Finance (Chair),
Executive Olivier Steimer was Chairman of the Board of Banque Cantonale Vaudoise from October 2002 until December 2017. Previously, he worked for the Credit Suisse Group from 1983 to 2002, with his most recent position at that organization being Chief Executive Officer, Private Banking International, and member of the Group Executive Board. Mr. Steimer has served since 2013 on the Board of Allreal Holding AG (Swiss real estate manager and developer) and since January 2018 on the Board of Bank Lombard Odier & Co. Ltd. (a Swiss private bank). Also, from 2009 to 2021, he served as a member, and from 2012 to 2021 as Vice Chairman, of the Bank Council of Swiss National Bank. He was Chairman of the foundation board of the Swiss Finance Institute until June 2017. From 2010 to 2014, he was Vice Chairman of the Board of Directors of SBB CFF FFS (the Swiss national railway company), and from 2009 until 2012, he was the Chairman of the Board of Piguet Galland & Cie SA. Mr. Steimer is a Swiss citizen. Skills and Qualifications:
Mr. Steimer has a strong background of leadership in chairman and chief executive officer roles. He has deep knowledge of sophisticated banking and finance matters derived from his extensive experience in the financial services industry. As a Swiss company, Chubb benefits specifically from Mr. Steimer being a Swiss citizen and resident, and his insight into the Swiss commercial and insurance arenas provides valuable perspective to the Board.

Luis Téllez Former Chairman and
Chief Executive Officer,
Mexican Stock Exchange Age: 63 Years of Service: 1 Committee Memberships:
Audit Luis Téllez was Chairman and CEO of the Mexican Stock Exchange (MSE) from May 2009 to December 2014. He served as Mexico’s Secretary of Communications and Transportation from 2006 to 2009 and Secretary of Energy from 1997 to 2000. He also served as Chief of Staff to President Ernesto Zedillo from 1994 to 1997. Since April 2015, he has led the operations in Mexico of KKR & Co. Inc. (a global investment firm) as Senior Advisor, Head of Mexico. From 2015 until March 2020, Mr. Téllez served as President of the NTT consulting firm Everis in Mexico (technology consulting), and since 2021 he has been a special advisor for NTT Data Services. Prior to the MSE, he was Managing Director of the Carlyle Group (investment firm) in Mexico (2003-2006) and Chief Executive Officer of Desc (2001-2003), a Mexican industrial conglomerate. Mr. Téllez was also Mexico’s Deputy Secretary of Agriculture from 1990 to 1993 and Head Economist at Mexico’s Treasury department from 1987 to 1990. Mr. Téllez earned a PhD in economics at the Massachusetts Institute of Technology. Mr. Téllez currently serves as a director of two public companies in Mexico, Cultiva and Grupo Aereoportuario del Pacífico, and was a director of Sempra Energy from 2010 until 2015. Skills and Qualifications:
Mr. Téllez brings to the Board significant business, executive, public policy, government and international affairs expertise. His extensive experience and strong background in Latin America also provides the Board with valuable insights and perspectives on a key growth region for the Company. Mr. Téllez’s successful performance in board, executive and senior leadership positions over the past three decades in a variety of areas in both the private sector and public sector also provide additional value to understanding and providing oversight of the variety of business, legal and regulatory matters affecting the Company.

28 Chubb Limited 2022 Proxy Statement

Agenda Item 5

Frances F. Townsend Executive Vice President for
Corporate Affairs, Corporate Secretary and Chief Compliance Officer,
Activision Blizzard Age: 60 Years of Service: 2 Committee Memberships:
Compensation (Chair),
Nominating & Governance, Executive Frances F. Townsend is Executive Vice President for Corporate Affairs, Corporate Secretary and Chief Compliance Officer at Activision Blizzard (interactive gaming and entertainment), a company she has been with since December 2020. From October 2010 until December 2020, Ms. Townsend served at MacAndrews & Forbes Incorporated (a diversified holding company). At the time of her departure she was Vice Chairman, General Counsel and Chief Administrative Officer. From April 2009 to October 2010, Ms. Townsend was a partner at the law firm of Baker Botts LLP. Prior to that, she served as Assistant to President George W. Bush for Homeland Security and Counterterrorism and chaired the U.S. Homeland Security Council from May 2004 until January 2008. She also served as Deputy Assistant to the President and Deputy National Security Advisor for Combating Terrorism from May 2003 to May 2004. Prior to serving the President, Ms. Townsend was the first Assistant Commandant for Intelligence for the U.S. Coast Guard and spent 13 years at the U.S. Department of Justice in various senior positions. Ms. Townsend is a board member of the Council on Foreign Relations and the Trilateral Commission, and is currently a director of Freeport-McMoRan Inc. and Investcorp. During the past five years, Ms. Townsend served as a director of Scientific Games Corporation, SciPlay Corporation and The Western Union Company. Skills and Qualifications:
Ms. Townsend brings to the board extensive public policy, government, regulatory and legal experience as well as a strong background in domestic and international affairs, risk management, strategic planning and intelligence and security matters. Ms. Townsend also has significant leadership experience through her various senior roles in U.S. government, including as chair of the U.S. Homeland Security Council. Ms. Townsend’s public board experience also contributes to her value as a director.

Voting Requirement to Approve Agenda Item

The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to elect each of the above nominees in this agenda item.

Chubb Limited 2022 Proxy Statement 29

Agenda Item 6

Election of the Chairman of the Board of Directors

Agenda Item

Our Board of Directors is asking shareholders to elect Evan G. Greenberg as Chairman of the Board of Directors until our next annual general meeting.

Explanation

Under Swiss law and our Articles of Association, the authority to elect the Chair of our Board of Directors is vested with our shareholders, who elect a Chair from the directors elected under Agenda Item 5.

With the recommendation of our Nominating & Governance Committee, our Board of Directors has nominated our current Chairman, Mr. Evan G. Greenberg, for election by shareholders as the Chairman of the Board of Directors until our next annual general meeting. Biographical information regarding Mr. Greenberg is found under Agenda Item 5.

Mr. Greenberg has served as our Chairman since 2007, a period of sustained success for the Company. Under his leadership, the Company has created superior shareholder value. Between 2008, his first full year as Chairman, and 2021, our book value per share grew at a compound annual growth rate (CAGR) of 9.5% and our tangible book value per share CAGR was 8.7%.

In 2021, the Company delivered excellent financial results. Chubb produced record earnings, both on an absolute and per share basis, outstanding premium revenue growth, world-class underwriting performance as evidenced by its industry-leading P&C combined ratio, strong core operating ROE and core operating ROTE, and good tangible book value per share growth. At the same time, the Company actively pursued and accomplished many important strategic and operational initiatives in 2021 that we believe also position it for future revenue and earnings growth. These include entering into agreements to acquire Cigna’s A&H and life insurance businesses in the Asia-Pacific region and to increase our ownership in Huatai Insurance Group in China. The Company also effectively responded to the competitive recruiting environment in executing on talent acquisition and retention while continuing to advance diversity, equity and inclusion goals in recruitment, development and advancement opportunities. Further, the Company also advanced its Corporate Citizenship (ESG) principles, including publishing its first annual TCFD Report.

Annual Board Review of
Leadership Structure

Each year, the Board of Directors reviews its leadership structure and considers shareholder feedback. The Board of Directors (with Mr. Greenberg abstaining) has unanimously agreed that it is in the best interest of the Company and shareholders for Mr. Greenberg to continue in his role as Chairman of the Board for the upcoming year. The Board believes he has the skills and experience to best perform both the Chairman and CEO roles at this time.

Board Leadership: Our Independent
Lead Director

While Mr. Greenberg serves as Chairman, Board leadership comes also from our Lead Director, Mr. Michael P. Connors. Our Board structure provides for a strong Lead Director position to promote and foster effective director independence in deliberations and overall governance. The Lead Director provides a forum for independent director deliberation and feedback and helps assure that all Board members have the means to, and do, carry out their responsibilities in accordance with their fiduciary duties.

At every regular Board meeting, the Lead Director presides over an executive session with only the independent directors present. Our Nominating & Governance Committee, and the entire Board of Directors, regularly reviews our Board leadership structure, and in particular examines and reaffirms the significant authority and powers of our Lead Director. See “Corporate Governance — Board Leadership Structure” on page 62 of this proxy statement for more details on the powers and responsibilities of our Lead Director.

30 Chubb Limited 2022 Proxy Statement

Agenda Item 6

What Happens If Shareholders Do Not Approve This Proposal?

If the shareholders do not approve this proposal, then the Board will consider the reasons the shareholders did not approve the proposal, if known, and will call an extraordinary general meeting of shareholders for reconsideration of the proposal or a revised proposal.

Voting Requirement to Approve Agenda Item

The affirmative “FOR” vote of a majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.

Chubb Limited 2022 Proxy Statement 31

Agenda Item 7

Election of the Compensation Committee of the Board of Directors

Agenda Item

Our Board of Directors is asking shareholders to elect each of the director nominees Mary Cirillo, Michael P. Connors and Frances F. Townsend individually as members of the Compensation Committee until our next annual general meeting.

Explanation

Under Swiss law and our Articles of Association, authority to elect the members of the Compensation Committee of our Board of Directors is vested with our shareholders, who elect members of the Compensation Committee from the directors elected under Agenda Item 5.

Upon the recommendation of our Nominating & Governance Committee, our Board of Directors has nominated a slate of three nominees for election at the Annual General Meeting to the Compensation Committee of our Board of Directors until our next annual general meeting. Each of Mary Cirillo, Michael P. Connors and Frances F. Townsend is currently

serving on the Compensation Committee. Biographical information regarding each of the nominees may be found under Agenda Item 5.

The Board of Directors has unanimously agreed that service by each nominee to the Compensation Committee is in the best interest of the Company and the shareholders. Each of the nominees has been determined by the Nominating & Governance Committee and the Board of Directors to satisfy the Company’s Categorical Standards for Director Independence and related rules of the NYSE.

What Happens If Shareholders Do Not Approve This Proposal?

If the shareholders do not approve this proposal, then the Board will consider the reasons the shareholders did not approve the proposal, if known, and will call an extraordinary general meeting of shareholders for reconsideration of the proposal or a revised proposal.

Voting Requirement to Approve Agenda Item

The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to elect each of the above nominees in this agenda item.

32 Chubb Limited 2022 Proxy Statement

Agenda Item 8

Election of Homburger AG as Independent Proxy

Agenda Item

Our Board of Directors is asking shareholders to elect Homburger AG as the Company’s independent proxy until the conclusion of our next annual general meeting.

Explanation

Under Swiss law and our Articles of Association, shareholders have the authority to elect an independent proxy. Swiss law does not permit other forms of institutional proxies such as corporate proxies (appointing an officer or another representative of the Company) or depositary bank representatives as defined under Swiss law.

The independent proxy’s main task is to exercise the voting rights granted to it by shareholders in accordance with shareholder instructions. The independent proxy will not

make statements, submit proposals or ask questions of the Board of Directors on behalf of shareholders.

Our Board of Directors has recommended that Homburger AG, Prime Tower, Hardstrasse 201, CH-8005 Zurich, Switzerland be elected as our independent proxy until the conclusion of our next annual general meeting. Homburger AG is a Swiss law firm.

What Happens If Shareholders Do Not Approve This Proposal?

If the shareholders do not approve this proposal, then the Board will consider the reasons the shareholders did not approve the proposal, if known, and will call an extraordinary general meeting of shareholders for reconsideration of the proposal or a revised proposal.

Voting Requirement to Approve Agenda Item

The affirmative “FOR” vote of a majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.

Chubb Limited 2022 Proxy Statement 33

Agenda Item 9

Amendment to the Articles of Association Relating to Authorized Share Capital for General Purposes

Agenda Item

Our Board of Directors is asking shareholders to approve an amendment to Article 6(a) of the Articles of Association (as set out below) to authorize our Board of Directors to increase the Company’s share capital within two years following the Annual General Meeting to a maximum amount equal to CHF 4,830,000,000, which amount would be divided into 200,000,000 shares.

Explanation

The authorized share capital for general purposes approved by our shareholders at our 2020 annual general meeting
(CHF 4,830,000,000 or 200,000,000 Common Shares) expires on May 20, 2022. Under Swiss law, shareholder authorization for share capital only lasts for two years.

In order for us to continue to have the authority to issue Common Shares in the future for general purposes we are seeking to amend Article 6(a) of our Articles of Association. The amendment would provide for an amount of authorized share capital equal to the amount last approved by shareholders in 2020 and would be available until May 19, 2024. This new authorized share capital would represent approximately 44.8% of our share capital assuming Agenda Item 10 (Reduction of Share Capital) is approved at the Annual General Meeting. If necessary, we would reduce the authorized share capital in the event of a further share capital reduction so that it remains no more than 50% of our share capital.

The authorized share capital approved pursuant to this agenda item, or as may otherwise be approved by our shareholders, will be available for issuance at such times and for such purposes as our Board of Directors may deem advisable without further action by shareholders, except as may be required by applicable laws or regulations, including NYSE requirements. For example, the additional authorized share capital will be available for issuance in connection with financings, acquisitions of other companies, stock dividends, raising capital following significant catastrophes that would otherwise have a material effect on Chubb’s balance sheet or financial condition, or other corporate purposes.

We believe this is an important step to help ensure that our Board of Directors can adapt and react to a changing economic climate, business challenges including increased catastrophes, and opportunities in capital and other relevant markets. The authorized share capital provision provides flexibility to account for potential risks and uncertainties inherent in the insurance business and is consistent with the Company’s

global peers. Except for Common Shares issuable pursuant to the Company’s employee benefit and director compensation programs, the Company at this time does not have any current plans or commitments to issue Common Shares. The Board does not intend to issue any stock except on terms or for reasons which the Board deems to be in the best interests of the Company and its shareholders.

If this agenda item is approved, we would nevertheless seek shareholder approval for share issuances to the extent required under NYSE rules. Under current NYSE rules, shareholder approval is generally required to issue Common Shares or securities convertible into or exercisable for Common Shares in one or a series of related transactions if such Common Shares represent 20% or more of the voting power or outstanding Common Shares of the Company before that issuance. However, Common Shares issued for cash in a public offering are excluded from this shareholder approval requirement, as are Common Shares issued for cash in any other offering at an NYSE-defined minimum price. NYSE rules also require shareholder approval for an issuance of shares that would result in a change of control of the Company, as well as for stock issuances in connection with certain benefit plans or related party transactions.

In addition to any NYSE requirements, if shareholders approve this agenda item, the Company will nevertheless undertake not to issue more than 10% of our share capital pursuant to Article 6 during the two-year period that the share capital authorization contained in Article 6 remains in effect without either providing Chubb’s shareholders with the opportunity to exercise preemptive rights or seeking specific shareholder approval for such issuance. This undertaking by Chubb applies only to Common Shares issued pursuant to the authorization of share capital for general purposes set forth in Article 6, and not to Common Shares issued pursuant to conditional share capital authorizations that otherwise exist under the Articles of Association.

34 Chubb Limited 2022 Proxy Statement

Agenda Item 9

As a Swiss company, Chubb Limited is required to submit both the English and the (authoritative) German versions of the proposed amendment to its Articles of Association, pursuant to which Article 6(a) of the Articles of Association would read as follows:

Artikel 6 Genehmigtes Kapital zu allgemeinen Zwecken	Article 6 Authorized Share Capital for General Purposes
a) Der Verwaltungsrat ist ermächtigt, das Aktienkapital jederzeit bis zum 19. Mai 2024 im Maximalbetrag von CHF 4’830’000’000 durch Ausgabe von höchstens 200’000’000 vollständig zu liberierenden Namenaktien mit einem Nennwert von CHF 24.15 je Aktie zu erhöhen.	a) The Board of Directors is authorized to increase the share capital from time to time until May 19, 2024 by an amount not exceeding CHF 4,830,000,000 through the issue of up to 200,000,000 fully paid up registered shares with a nominal value of CHF 24.15 each.
[b)—d) bleiben unverändert.]	[b)—d) remain unchanged.]

As noted above, the authorized share capital allows the Company to limit or withdraw its shareholders’ preemptive rights in specified and limited circumstances. Article 6 of the Articles of Association contains the following paragraphs, which remain unchanged:

“b)

Increases through firm underwriting or in partial amounts are permitted. The issue price, the date of dividend entitlement, the type of consideration (including the contribution or underwriting in kind) as well as the allocation of non-exercised preemptive rights shall be determined by the Board of Directors.

c)

The Board of Directors is authorized to exclude the preemptive rights of the shareholders and to allocate them to third parties in the event of the use of shares for the purpose of (1) mergers, acquisitions of enterprises or participations, financing and/or refinancing of such mergers and acquisitions and of other investment projects (including by way of private placements), (2) to improve the regulatory capital position of the company or its subsidiaries (including by way of private placements), (3) broadening the shareholder constituency or (4) for the purpose of the participation of employees.

d)

The subscription and acquisition of registered shares out of authorized share capital for general purposes and any further transfers of registered shares shall be subject to the restrictions specified in Article 8 of the Articles of Association.”

What Happens If Shareholders Do Not Approve This Proposal?

If the shareholders do not approve this proposal, the Board will consider the reasons that the shareholders did not approve the proposal, if known, and will seek shareholder reconsideration of the proposal or a revised proposal at next year’s annual general meeting. Alternatively, the Board may call an extraordinary general meeting of the shareholders for reconsideration of the proposal or a revised proposal.

Voting Requirement to Approve Agenda Item

The affirmative “FOR” vote of two-thirds of the votes present at the Annual General Meeting is required to approve this agenda item.

Chubb Limited 2022 Proxy Statement 35

Agenda Item 10

Reduction of Share Capital

Agenda Item

Our Board of Directors is asking shareholders to approve that:

(i)

the Company’s share capital be reduced by CHF 318,275,265 from CHF 11,098,270,493.10 to CHF 10,779,995,228.10 by cancelling 13,179,100 registered shares with a nominal value of CHF 24.15 each, all of which are held in treasury;

(ii)

it be acknowledged that according to the special audit report prepared by PricewaterhouseCoopers AG (Zurich), the claims of creditors will be covered despite the capital reduction; and

(iii)

Article 3(a) of the Articles of Association be amended as set forth below under “Explanation.”

Explanation

We currently have in effect a Board-authorized share repurchase program enabling us to repurchase up to $5 billion of our Common Shares through June 30, 2022. Swiss law imposes certain requirements on the use of repurchased shares. Shares repurchased under the aforementioned repurchase program have been earmarked for cancellation.

Consistent with Swiss law, and to ensure we maintain capital management flexibility and enable us to continue to return capital to shareholders through share repurchases, our Board of Directors believes it is advisable and in the best interests of the Company to cancel the 13,179,100 Common Shares that were repurchased under our $5 billion share repurchase program from July 1, 2021 through December 31, 2021, and accordingly effect the reduction of the share capital of Chubb Limited by approval of an amendment to Article 3(a) of our Articles of Association.

PricewaterhouseCoopers AG (Zurich), the Company’s statutory auditor, will deliver a report to the Annual General Meeting confirming that the claims of creditors are fully covered despite the capital decrease as per article 732, paragraph 2 of the Swiss Code of Obligations. The auditor’s

report will be available at least 20 days prior to the Annual General Meeting at investors.chubb.com/investor-relations/​shareholder-resources/shareholder-meeting-materials. Upon request, shareholders may also receive a copy of the report free of charge by contacting Chubb Limited Investor Relations by telephone at +1 (212) 827-4445 or via e-mail at investorrelations@chubb.com. Copies may also be physically inspected at the offices of Chubb Limited, Bärengasse 32, CH-8001 Zurich, Switzerland.

The capital reduction by cancellation of shares can only be accomplished after publication of three notices to creditors and a subsequent two-month waiting period in accordance with Swiss law. Such notices to creditors will be published after the Annual General Meeting in the Swiss Official Gazette of Commerce. The capital reduction will then be registered and become effective.

As a Swiss company, Chubb Limited is required to submit both the English and the (authoritative) German versions of the proposed amendment to its Articles of Association, pursuant to which Article 3(a) of the Articles of Association would read as follows:

Artikel 3 Aktienkapital	Article 3 Share Capital
a) Das Aktienkapital der Gesellschaft beträgt CHF 10’779’995’228.10 und ist eingeteilt in 446’376’614 auf den Namen lautende Aktien im Nennwert von CHF 24.15 je Aktie. Das Aktienkapital ist vollständig liberiert.	a) The share capital of the Company amounts to CHF 10,779,995,228.10 and is divided into 446,376,614 registered shares with a nominal value of CHF 24.15 per share. The share capital is fully paid-in.
[b) bleibt unverändert.]	[b) remains unchanged.]

36 Chubb Limited 2022 Proxy Statement

Agenda Item 10

What Happens If Shareholders Do Not Approve This Proposal?

If the shareholders do not approve this proposal, the Board will consider the reasons that the shareholders did not approve the proposal, if known, and will seek shareholder reconsideration of the proposal or a revised proposal at next year’s annual general meeting. Alternatively, the Board may call an extraordinary general meeting of the shareholders for reconsideration of the proposal or a revised proposal. If shareholders do not approve this proposal, we may be restricted in our ability to return capital to shareholders through our share repurchase program in the future.

Voting Requirement to Approve Agenda Item

The affirmative “FOR” vote of the majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.

Chubb Limited 2022 Proxy Statement 37

Agenda Item 11

Approval of the Maximum Compensation of the Board of
Directors and Executive Management

11.1 Compensation of the Board of Directors until the Next
Annual General Meeting

Agenda Item

Our Board of Directors is asking shareholders to approve a maximum total of $4.8 million in aggregate compensation for the members of the Board of Directors until the 2023 annual general meeting.

 

Explanation of Proposal

All compensation to directors (other than Mr. Greenberg, who does not receive compensation for his service as a director) from the date of the Annual General Meeting through the 2023 annual general meeting is subject to this maximum aggregate amount. This includes all annual retainer fees, committee chair fees, equity awards provided to the directors, and, if applicable, any per-meeting fees for special meetings.

The requested $4.8 million is an increase from the current maximum aggregate authorized Board of Directors compensation of $4.5 million, which was approved by shareholders at our 2021 annual general meeting. The increase reflects the proposed size of our Board, changes to our Outside

Directors Compensation Parameters described below under “Process Used to Determine Maximum Aggregate Compensation for the Board of Directors, Outside Consultant Survey and Analysis of Director Compensation,” and a small cushion to permit per-meeting fees in case of special Board meetings as described in our Outside Directors Compensation Parameters.

Explanation of Swiss Requirement

Swiss law and our Articles of Association require shareholders to ratify, on an annual basis and in a separate binding vote, the maximum aggregate amount of compensation that can be paid, granted or promised to the Board of Directors.

Q&A Relating to Shareholder Ratification of the Maximum Aggregate Compensation of the Board

For which period does the Board compensation approval apply?	The approval applies to compensation for the period from the 2022 annual general meeting until the end of the 2023 annual general meeting.
What does the maximum aggregate compensation amount include?	The maximum includes a lump sum amount for all potential compensation elements for the period, including: • Annual retainers • Committee chair fees • Equity awards • Meeting fees

38 Chubb Limited 2022 Proxy Statement

Agenda Item 11

Where can I find more information about director compensation?

A description of director compensation and the amounts of compensation paid to directors in 2021 can be found in the “Director Compensation” section beginning on page 71 of this proxy statement. Under Swiss law, we also publish an audited annual compensation report, the Swiss Compensation Report, which is included within our Annual Report. These documents are available to shareholders in their proxy materials.

Who determines the actual compensation for each individual Board member?

The Board, upon recommendation of the Nominating & Governance Committee, determines the actual individual compensation of each member of the Board, subject to the maximum aggregate compensation amount ratified by the shareholders.

Process Used to Determine Maximum Aggregate Compensation for the Board of Directors, Outside Consultant Survey and Analysis of Director Compensation

In February 2022 the Nominating & Governance Committee retained Pay Governance to provide a survey and analysis of director compensation and our Outside Directors Compensation Parameters. The Committee considered the Pay Governance survey and analysis, and recommended to the Board, and the Board approved, changes to our Outside Directors Compensation Parameters effective as of the date of the Annual General Meeting. The changes were based on, among other things, a comparison of our compensation structure to that of our competitors and other insurance and similarly-sized companies, that total director compensation was below the median of such companies, and that the annual cash and equity retainers had not been increased since 2019. As a result the annual cash retainer was increased from $125,000 to $135,000 and the annual equity retainer was increased from $180,000 to $190,000. No other changes were made with respect to any other element of director compensation.

Upon recommendation of the Nominating & Governance Committee, the Board also approved the maximum aggregate amount of director compensation to recommend to shareholders. Considerations included the proposed size of the Board, the changes made to our Outside Directors Compensation Parameters, and the addition of a small cushion to permit per-meeting fees to be paid in accordance

with our Outside Directors Compensation Parameters in case of additional meetings, should they be necessary.

The Board does not expect to consider changes to the Outside Directors Compensation Parameters until it considers the maximum aggregate compensation pool to be submitted for shareholder approval next year.

What Happens If Shareholders Do Not Ratify the Maximum Aggregate Compensation Amount Proposed by the Board?

If shareholders do not ratify the maximum aggregate compensation amount proposed by the Board, our Articles of Association require the Board to consider the results of the vote, other shareholder feedback and other matters in its discretion. Then the Board may submit a new proposal for approval of the maximum aggregate amount at next year’s annual general meeting or at an extraordinary general meeting of the shareholders. The Company may continue to pay compensation to the Board subject to the subsequent approval. The Board may also split proposals for approval by submitting proposals with respect to particular elements of compensation, shorter periods of time, or a more limited group of persons. However, rejection of this proposal could lead to material uncertainty with respect to the Company’s compensation arrangements and could detrimentally impact the Company’s ability to attract and retain directors.

Voting Requirement to Approve Agenda Item

The affirmative “FOR” vote of a majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.

Chubb Limited 2022 Proxy Statement 39

Agenda Item 11

11.2 Compensation of Executive Management for the Next Calendar Year

Agenda Item

Our Board of Directors is asking shareholders to approve a maximum total of $54 million in aggregate compensation for the members of Executive Management for the next calendar year (2023).

Explanation of Proposal

Chubb’s Executive Management is appointed by the Board, based on the applicable provisions of Swiss law and our Organizational Regulations. Chubb’s Executive Management currently consists of Evan G. Greenberg, Chairman and Chief Executive Officer; Peter C. Enns, Chief Financial Officer; John W. Keogh, President and Chief Operating Officer; and Joseph F. Wayland, General Counsel.

Swiss law and our Articles of Association require our shareholders to ratify, on an annual basis and in a separate binding vote, the maximum aggregate amount of compensation that can be paid, granted or promised to the members of Executive Management. The aggregate amount of the compensation for Executive Management for this Agenda Item 11.2 relates to the subsequent calendar year.

Shareholders approved at our 2021 annual general meeting a maximum total of $48 million in aggregate compensation for our Executive Management group for 2022. Therefore the current proposal of $54 million for 2023 reflects a 12.5% increase to the amount approved last year.

The recommended amount takes into account 2021 compensation decisions for Executive Management that reflect alignment with the Company’s excellent financial and operational performance for the year, and the possibility for year-over-year increases in compensation assuming Company performance meets or substantially exceeds performance thresholds established by the Board and Compensation Committee. The recommended amount for 2023 therefore reflects a desire to ensure a sufficient cushion for the Company to continue to attract and retain members of Executive Management and allow flexibility for appropriate discretion by our Compensation Committee in compensation decisions in accordance with its established discipline and rigor.

The maximum aggregate amount includes base salary, annual cash bonus and long-term equity awards, as well as Company contributions to retirement plans, perquisites and the value of other special services provided to Executive Management. Compensation payable for 2023 will be determined in accordance with our compensation principles as applied by our Compensation Committee.

The compensation principles of our Board and Compensation Committee are described in our Articles of Association and

the Compensation Discussion & Analysis section of this proxy statement. The elements of compensation covered by this approval are described in Articles 23 and 24 of our Articles of Association. A significant portion of compensation of Executive Management will remain “at-risk” or “variable” and dependent on Company and individual performance. At Chubb, base salary generally becomes a lesser percentage of overall compensation the more senior the position.

We expect to continue this emphasis on at-risk compensation, in the form of a variable bonus, stock options, performance shares and time-based restricted stock grants, to align management and shareholder interests. The annual cash bonus and long-term equity awards for 2023 are based on and subject to the Compensation Committee’s consideration of year-end financial results, and will be awarded in 2024 with respect to performance during calendar year 2023.

Our approach to the Swiss-required Executive Management say-on-pay vote in this Agenda Item 11.2 permits shareholders to vote on executive compensation relating to the next year, while the SEC say-on-pay advisory vote in Agenda Item 12 provides shareholders an opportunity to vote looking back at actual compensation paid out to NEOs in the calendar year before the date of the proxy statement. In that sense, the SEC say-on-pay vote will provide additional accountability for the way we use the maximum amounts approved in advance via this Swiss Executive Management say-on-pay vote.

Maximum Aggregate Compensation Dependent Upon Company and Individual Performance

It is important to note that the maximum aggregate amount of compensation is a maximum cap and the Company will not necessarily award the maximum aggregate amount of compensation. Maximum potential awards and payments at the top of applicable ranges will only be made if individual and Company performance meet performance thresholds set by the Board or Compensation Committee in accordance with the Articles of Association and the Company’s bonus and equity incentive plans. Equity awards will be valued at the fair value at the time of grant in accordance with Article 23(e) of our Articles of Association. Actual amounts realized by Executive Management will depend on various factors including our future stock price.

As noted in the following table, the amount actually paid to Executive Management has historically been lower than the maximum amounts pre-approved by shareholders. Nevertheless, we request that our shareholders approve the maximum aggregate amount of $54 million in order to assure that the Company has the flexibility to reward superior performance and to respond to unforeseen circumstances that may arise in calendar year 2023.

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Agenda Item 11

Prior Approved Executive Management Compensation and Total Compensation Paid
(Last Five Years)

Compensation For Calendar Year	Amount Approved	Total Compensation Paid	% of Approved Amount
2017	$44 million	$35.5 million	81%
2018	$41 million	$35.9 million	88%
2019	$43 million	$39 million	91%
2020	$43 million	$39 million	91%
2021	$46 million (based on four members of Executive Management)	$42.48 million (for four members of Executive Management) plus $8.11 million (for new member of Executive Management)*	92.3% plus 17.6% for new member*
2022	Shareholders approved $48 million in aggregate compensation		​

*

The $42.48 million in compensation noted in the table above comprises 2021 compensation to Messrs. Greenberg, Keogh and Wayland, and, for his performance as CFO during the first six months of 2021, Mr. Bancroft. Mr. Enns became a new member of Executive Management in 2021, replacing Mr. Bancroft. In accordance with Article 25(d) of our Articles of Association, compensation payable for 2021 to a new member of Executive Management may be paid in addition to the aggregate maximum amount of compensation approved by shareholders, as long as the additional amount does not exceed $18.4 million, or 40% of the approved maximum aggregate amount. A total amount of $4.59 million of Mr. Enns’ compensation was paid out of such additional amount, and the balance of compensation paid to Executive Management for 2021 was paid out of the shareholder-approved amount. This includes a one-time equity award grant to Mr. Enns as a buyout or replacement of a portion of his unvested deferred cash and equity and a bonus he forfeited upon leaving his prior employer to join the Company, further described in “Employment Arrangements” in the Executive Compensation section of this proxy statement. Compensation paid to our Executive Management for 2021 was therefore within the limits prescribed by Swiss law, our Articles of Association and the resolution adopted by shareholders at Chubb’s 2020 annual general meeting.

Q&A Relating to Shareholder Ratification of the Maximum Aggregate Compensation of Executive Management

For which period does Executive Management compensation approval apply?	The approval applies to compensation for the next calendar year (2023), including variable compensation that may be paid or granted in 2024 based upon satisfaction of 2023 performance objectives.
What does the maximum aggregate compensation amount include?	It includes a lump sum amount for all potential compensation elements for the period, including:
	• Fixed Compensation: – Base salary	• Variable Compensation, including: – Cash bonus – Long-term equity incentive awards – Retirement contributions – Additional personal benefits including limited perquisites
How is future compensation for 2023 valued for purposes of this requested approval?	The proposed maximum aggregate compensation amount for Executive Management will establish a cap on Executive Management compensation for 2023. To calculate depletion of amounts against the cap, cash payments will be valued at the amount actually paid; the proposed amount does not factor in a discount to present value. In accordance with Article 24(e) of our Articles of Association, equity awards will be valued at the fair value on the date of grant, which may be less than the full market value of the shares subject to particular awards. Fair value for awards will be assessed as follows: • stock options: the applicable Black-Scholes value at the date of grant • performance share awards: 100% of the market value of the target share component of the award as of the date of grant • time-based restricted stock grants: 100% of the market value of the subject shares as of the date of grant

Chubb Limited 2022 Proxy Statement 41

Agenda Item 11

How is future compensation for 2023 valued for purposes of this requested approval? (continued)

In all cases, amounts actually realized by Executive Management for their equity awards could be less or more than the fair value at time of grant because the stock price for Chubb shares may increase or decrease between the date of grant and the date the awards actually vest, if they vest, or are exercised. In addition to this potential for share price fluctuation, the fair value of stock options is less than 100% of the value of the shares subject to the options because the options have an exercise price equal to the market value on the date of grant. The fair value of performance shares is less than 100% of the value of the shares subject to the awards on the date of grant because the relevant performance hurdles, for both target awards and premium awards, may not be met. This means that members of Executive Management may realize less than the value of the target awards or no value at all should awards fail to meet performance hurdles. Amounts realized will only exceed the fair value on the date of grant if premium award shares subject to the awards actually vest (in the case of performance share awards) or if the share price on the date of exercise (net of exercise price, in the case of stock options) exceeds the share price at the time of grant. In the Summary Compensation Table of this proxy statement and in our Swiss Compensation Report contained in the Annual Report, stock options are valued at a Black-Scholes value, and performance shares are reflected at 100% of the value of the target award. The Summary Compensation Table also includes in a footnote information about the grant date full (potential) value of performance share awards granted in 2021 to our NEOs.

Who determines the actual compensation for each individual member of Executive Management?

The Board or the Compensation Committee determines the actual individual compensation of each member of Executive Management, subject to the maximum aggregate compensation amounts ratified by the shareholders and other limitations contained in the Articles of Association and the Company’s bonus and equity incentive plans. The actual aggregate amount of compensation paid to the individual members of Executive Management may be lower than the maximum aggregate compensation amount for which the Board is seeking ratification. This is because the maximum aggregate compensation amount is calculated based on the assumption that all performance and other measures of applicable bonus and equity-based compensation plans are met or substantially exceeded.

Where Can I Find More Information about Executive Management Compensation?

The Compensation Discussion & Analysis section of this proxy statement contains detailed information about executive compensation for our NEOs. Under Swiss law, we also publish our annual audited Swiss Compensation Report, which contains compensation information for our Executive Management, and it is included within our Annual Report. These documents are available to shareholders in their proxy materials.

Chubb Executive Management, Role and Compensation

Executive Management has accountability for corporate strategy, providing constant leadership to the organization on the execution of that strategy, and ensuring that the financial performance of the Company creates shareholder value both in the short and long term.

Chubb’s Executive Management receives both fixed and variable compensation for their work. The majority of their compensation is variable, in the form of annual cash bonus and long-term equity awards  —  both of which are directly linked to the financial and operating performance of the Company.

The determination of annual variable compensation follows from a thoughtful and disciplined assessment of Company performance in both absolute and relative terms, fostering clear alignment between annual compensation and Company financial and operating performance.

Process Used to Determine Maximum Aggregate Compensation for Executive Management

The Board of Directors calculates the maximum aggregate compensation amount based on the assumption that compensation for Executive Management will be at the maximum of all applicable ranges, meaning that all individual and Company performance criteria are met or substantially exceeded. Actual compensation determinations and awards are subject to Board or Compensation Committee determination after the Annual General Meeting. If the Board of Directors were to decide that Executive Management deserves compensation and awards in excess of the maximum amount approved by shareholders, we would pay such amounts only with subsequent shareholder approval for that additional amount.

If performance criteria are not met, then the actual aggregate amount of compensation paid to the individual members of Executive Management will be significantly lower than the

42 Chubb Limited 2022 Proxy Statement

Agenda Item 11

maximum aggregate compensation amount for which the Board is seeking approval.

What Happens If Shareholders Do Not Ratify the Maximum Aggregate Compensation Amount Proposed by the Board?

If shareholders do not ratify the maximum aggregate compensation amount, our Articles of Association requires the Board to consider the results of the vote, other shareholder feedback and other matters in its discretion. Then the

Board may submit a new proposal for approval of the maximum aggregate amount at next year’s annual general meeting or at an extraordinary general meeting of the shareholders, and the Company may pay compensation to Executive Management subject to the subsequent approval. The Board may also split proposals for approval by submitting proposals with respect to particular elements of compensation, shorter periods of time, or a more limited group of persons. However, rejection of this proposal could lead to material uncertainty with respect to the Company’s executive compensation arrangements and could detrimentally impact the Company’s ability to attract and retain members of Executive Management.

Voting Requirement to Approve Agenda Item

The affirmative “FOR” vote of a majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots, is required to approve this agenda item.

Chubb Limited 2022 Proxy Statement 43

Agenda Item 12

Advisory Vote to Approve Executive Compensation under
U.S. Securities Law Requirements

Agenda Item

Our Board of Directors is asking shareholders to approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the SEC for the year ended December 31, 2021, including in the Compensation Discussion & Analysis, compensation tables and related material disclosed in this proxy statement. We refer to our named executive officers, who are determined based on relevant compensation and applicable SEC rules, as NEOs.

Explanation

This proposal, commonly known as the SEC’s “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our NEOs’ compensation for the fiscal year ended December 31, 2021. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement.

This Agenda Item 12, required by the SEC under Section 14A of the Exchange Act, and the immediately preceding Agenda Item 11.2, required by Swiss law, provides our shareholders with a prospective and retrospective voice on executive compensation. The Swiss executive say-on-pay vote is designed as a pre-approval for calendar year 2023 so that we can clarify shareholder intent and direction, which provides helpful certainty for our Company, our Executive Management and our shareholders.

The SEC say-on-pay vote generally covers the calendar year prior to the date of our proxy statement. As a result, our approach to Swiss executive say-on-pay will allow shareholders to vote on executive compensation relating to the next year, while the SEC say-on-pay advisory vote provides for a look-back to the calendar year before the date of the applicable proxy statement. The SEC say-on-pay vote keeps us accountable for the way we actually use the maximum amount approved in advance via the Swiss executive say-on-pay vote. Our Board and Compensation Committee value and will use this feedback to continually evolve our compensation programs.

The SEC say-on-pay vote is advisory, and not binding on the Company, the Compensation Committee or the Board of Directors. However, the Board of Directors and the Compensation Committee value the opinions of our

shareholders and will continue to consider the outcome of this vote each year when making compensation decisions for our CEO and other NEOs. To the extent there is any significant vote against NEO compensation as disclosed in this proxy statement, we will consider our shareholders’ concerns and the Compensation Committee will evaluate the voting results and any actions necessary to address those concerns.

Shareholders should review the Compensation Discussion & Analysis beginning on page 77 and the executive compensation tables and related narrative disclosure in this proxy statement for information about the compensation of our NEOs. Our NEOs for 2021 are Evan G. Greenberg, Chairman and Chief Executive Officer; Peter C. Enns, Chief Financial Officer; John W. Keogh, President and Chief Operating Officer; Paul J. Krump, Vice Chairman, Global Underwriting and Claims; John J. Lupica, Vice Chairman and President, North America Insurance; and Philip V. Bancroft, our former Chief Financial Officer who retired from the position effective July 1, 2021 but remains an NEO for 2021 in accordance with SEC rules.

Our Compensation Program

The goal of our compensation program is to fairly compensate our employees and to enhance shareholder value by closely aligning our executive compensation philosophy and practices with the interests of our shareholders.

We compete for executive talent with property and casualty insurers, specialty insurers, and financial services companies worldwide. We believe our compensation programs are effective in attracting and retaining the highest caliber senior executives with the skills necessary to achieve our strong financial and operating performance objectives.

44 Chubb Limited 2022 Proxy Statement

Agenda Item 12

Our compensation practices are structured to:

•

pay for performance;

•

encourage business decision-making aligned with the long-term interests of the Company; and

•

support the human resource requirements of our business in all the markets, globally, in which we operate.

We continually evolve our executive compensation practices to reflect the highest global standards. Our performance-based compensation criteria include key financial performance metrics, relevant business unit performance objectives and non-quantitative objectives that support our long-term strategic plan.

We are asking our shareholders to indicate their support for our NEO compensation as described on pages 77-117 of this proxy statement, which include the Compensation Discussion & Analysis section and the compensation tables and related narrative disclosure.

Accordingly, we ask our shareholders to vote “FOR” the proposal at the Annual General Meeting to approve, on an advisory basis, the compensation paid to the Company’s NEOs.

Key features of our executive compensation practices and policies include:

•

Detailed individual and Company performance criteria;

•

Significant amount of at-risk pay (94% for CEO, 88% for other NEOs)

•

More than half of equity grant for NEOs is in the form of performance shares

•

Performance shares linked to key operating metrics (tangible book value per share growth and P&C combined ratio), with TSR used only as a modifier for premium awards;

•

Three-year cliff vesting and no second-chance “look-back” vesting opportunities for performance shares;

•

Carefully constructed peer groups, re-evaluated at least annually;

•

No tax reimbursements or gross-ups for U.S.-based senior management;

•

Clawback of incentive cash and equity (vested and unvested) compensation;

•

No new pledging of Chubb shares owned by executive officers or directors;

•

Mandatory executive share ownership guidelines; and

•

No hedging of Chubb securities.

Voting Requirement to Approve Agenda Item

This agenda item is an advisory vote. As such, it is not binding in nature. Therefore, there is no specific approval requirement. However, the Board of Directors will consider that the shareholders have approved executive compensation on an advisory basis if this agenda item receives the affirmative “FOR” vote of a majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots.

Chubb Limited 2022 Proxy Statement 45

Agenda Item 13

Shareholder Proposal Regarding a Policy Restricting Underwriting of New Fossil Fuel Supplies

Agenda Item

Green Century Capital Management, Inc., as representative of the Green Century Equity Fund, has submitted the shareholder proposal described below. Chubb disclaims any responsibility for the content of this proposal and supporting statement. In accordance with SEC rules, we are reprinting the proposal and supporting statement in this proxy statement as they were submitted to us. We will provide the address of the proponent and its representative upon oral or written request made to c/o Corporate Secretary, Chubb Limited, Bärengasse 32, CH-8001 Zurich, Switzerland, or +1 (212) 827-4400.

Shareholder Proposal

Beginning of Proposal and Proponent’s Statement of Support:

Whereas:

The Intergovernmental Panel on Climate Change (IPCC) reported that global greenhouse gas emissions must reach net zero by 2050 in order to limit a global temperature increase to 1.5 degrees Celsius by 2100, thereby averting the worst impacts of climate change. Building on the IPCC’s findings, the International Energy Agency (IEA) issued a report, Net Zero by 2050, which provides a comprehensive pathway for the energy sector to transition to net zero emissions by 2050. The report is unequivocal about the expansion of fossil fuel supplies, saying “Beyond projects already committed as of 2021, there are no new oil and gas fields approved for development in our pathway, and no new coal mines or mine extensions are required” to ensure stable and affordable energy supplies.

As a property and casualty insurer, Chubb Limited (Chubb) is uniquely exposed to climate risks because it underwrites policies meant to protect its customers’ homes and businesses from the impacts of climate-driven catastrophes such as storms, wildfires, and heat waves. It simultaneously underwrites policies for the fossil fuel industry, whose emissions are widely believed to amplify devastating storms, wildfires, and heat waves. These practices are fundamentally incompatible.

While Chubb restricts underwriting new coal fired power plants and underwriting and investing in companies that primarily operate in coal mining and coal power, investors are concerned that Chubb’s efforts are not sufficiently aligned

with global efforts to reduce emissions through, for example, the Paris Agreement. Further, the Company lags behind European peers, including AXA, Allianz, Aviva, Generali, Munich Re, SCOR, Swiss Re, and Zurich, that have committed to transitioning their underwriting portfolios to net zero emissions by 2050.

To develop a credible net zero commitment, the United Nations Environmental Program Finance Initiative suggests that financial institutions including insurers engaged in underwriting “begin aligning with the required assumptions and implications of Intergovernmental Panel on Climate Change’s 1.5 degrees Celsius no/ low overshoot pathways as soon as possible.” Further, “All no/ low overshoot scenarios indicate an immediate reduction in fossil fuels, signaling that investment in new fossil fuel development is not aligned with 1.5 degrees Celsius.”

RESOLVED: Shareholders request that Chubb’s Board of Directors adopt and disclose new policies to help ensure that its underwriting practices do not support new fossil fuel supplies, in alignment with the IEA’s Net Zero Emissions by 2050 Scenario.

Supporting Statement

The board and management, in its discretion, should define the scope, time frames and parameters of the policy, including defining “new fossil fuel supplies,” with an eye toward the well-accepted definition that new fossil fuel supplies include exploration for and/ or development of oil, gas, and coal resources or reserves beyond those fields or mines already in production.

46 Chubb Limited 2022 Proxy Statement

Agenda Item 13

Statement of the Board of Directors’ Opposition to the
Shareholder Proposal

Our Board has considered this shareholder proposal and recommends that you vote “AGAINST” it for the following reasons:

Chubb’s Support of the Transition to a
Net Zero Economy

Chubb recognizes the existential threat of global warming and the necessity of moving away from global reliance on fossil fuels. Chubb announced its support for a global transition to a net zero economy by 2050 and we have acknowledged our responsibility to take action to support and encourage this transition.

We are realistic, pragmatic and earnest about this responsibility. There is no magic bullet that will create a carbon free economy in the short term and the use of fossil fuels will unfortunately remain necessary during a transition period. Our underwriting, risk engineering, investment, and philanthropic actions reflect this reality as Chubb seeks to accelerate the transition away from fossil fuels.

We are making appropriate commitments on climate action, including limiting certain underwriting activity. But underwriting limitations must be balanced against the essential and core purpose of insurance, which society expects us to fulfill, to provide risk protection for lawful activity. Any such limits on entire classes of activity interfere with this purpose and must be an exception based on analytical, fact-based examination of realistic alternatives.

Chubb’s policy regarding coal underwriting evolved from this process. We were the first major insurer in the US to announce limits on coal underwriting and investments. In formulating our coal policy, we considered a variety of factors relating to the production and use of coal, the feasibility (including cost) of alternatives to coal and the practicalities of the transition. On the basis of this analysis, we no longer underwrite the construction and operation of new coal-fired plants or new risks for companies that generate more than 30% of their revenues from coal mining or energy production from coal. Insurance coverage for existing coal plant risks that exceed this threshold will be phased out by the end of 2022, and for utilities beginning in 2022. We also will not make debt or equity investments in companies that generate more than 30% of revenues from thermal coal mining or energy production from coal. Chubb will continue to assess our coverage of carbon intensive industries and their strategies for transitioning to a lower-carbon economy. We also will not insure tar sands projects in the future.

While Chubb has placed certain limits on fossil fuel underwriting (including coal and tar sands), we and all insurers have a much more complex role to play in encouraging the transition away from fossil fuels that goes beyond simply denying coverage to a particular activity. At Chubb, we do this through a holistic approach to climate issues

in all aspects of our business, including risk mitigation, product offerings, underwriting, investments and operations:

•

Chubb provides catastrophic protection to clients against losses globally arising from hurricanes, floods, tornadoes, wildfire and drought. These are perils that are growing in frequency and severity as a result of climate change. We use our expertise and extensive data regarding these perils to provide products and services to make clients more resilient. Our risk engineers bring deep technical knowledge to this work, including providing guidance on construction standards, wildfire land management, and coastal protection.

•

Chubb sends important climate-related price signals that help to encourage behaviors as to where people choose to live or locate their business in response to climate change. We expect, for example, that sea level rise, increased storm intensity and increased wildfire activity will lead to greater risk and higher insured losses. Our pricing reflects that risk, potentially affecting both societal and individual behaviors, including where people choose to live and what actions are necessary to mitigate the risk — from the micro (e.g., moving away from flood and wildfire hazard zones) to the macro (limiting greenhouse gas emissions).

•

Chubb recognizes that the pace of the transition away from fossil fuels is dependent on the development of alternatives and we are an insurance leader in the renewable energy sector, insuring a third of the top private innovation companies in clean technologies. Our Offshore Wind Farm Policy, for example, was developed to support green energy providers through the entire offshore wind farm process — from project inception through to energy production, storage and distribution. In addition to providing insurance for clean energy, we are also investing in companies that have promising new clean energy technologies. Insuring and investing in clean energy reflects our commitment to speeding up the transition from fossil fuels — we cannot turn off the fossil fuel plants until there are realistic alternatives.

•

Chubb’s environmental stewardship also includes its operational carbon footprint. Even though Chubb’s contribution to GHG emissions is comparatively small, the Company has adopted science-based GHG emissions reduction goals. At the end of 2019, Chubb achieved the first of its two GHG emissions reduction goals by reducing GHG emissions by 22% off a 2016 baseline, exceeding our goal of reducing emissions 20% by 2025. Chubb’s second long-term goal is to reduce GHG emissions 40% by 2035. Achieving this goal is expected to result in the emissions reduction of nearly 45,000 metric tons of CO2 equivalent per year. Chubb’s goals are aligned with the two-degree Celsius target outlined in the Paris Climate Agreement, as well as the quantitatively supported science-based standards methodology of the United Nations Environmental Program.

Chubb Limited 2022 Proxy Statement 47

Agenda Item 13

•

Chubb’s philanthropy further demonstrates our support of a net zero economy. The Chubb Charitable Foundation and the Company’s employees support a range of environmental causes, including The Nature Conservancy, the Conservation Fund and Rainforest Trust, as well as volunteer activities in local communities around the world. Chubb Charitable Foundation grants have helped preserve sensitive lands and habitats, finance green business entrepreneurs, and support educational programs that promote a healthy and sustainable environment in the U.S. and around the world. To give just one example, Chubb has supported a coral reef restoration project in the Mesoamerican Reef that resulted in transplanting 10,000 new coral colonies that will provide a natural barrier to protect local areas from rising sea waters.

As these actions reflect, Chubb has made a careful, analytical and thoughtful determination of the role it is best suited to play to support the transition away from fossil fuels. We continue to do this in all aspects of our business, including our underwriting of activity related to the use of fossil fuels for energy production. Chubb assesses each risk presented to it on an individual basis, including risks associated with climate change, and makes underwriting decisions accordingly.

Together, these actions demonstrate Chubb’s commitment to a realistic transition to a net zero economy. We are wary, however, of open-ended climate change pledges with uncertain, unknowable or unrealistic objectives. We focus on specific actions that can help the transition away from fossil fuels and we believe that our actions — not hollow pledges — provide the best measure of our commitment to the net zero transition.

Chubb will continue to support the global transition to a net zero economy through its multi-faceted approach of reducing operational emissions, offering insurance products that encourage the development of renewable energy sources, supporting environmental philanthropic efforts, and making thoughtful underwriting and investment decisions that encourage and support the reduction of carbon emissions.

A Blanket Underwriting Exclusion for “New Fossil Fuel Supplies” is Unrealistic and Inconsistent with an Orderly Transition to a Net Zero Economy

Ultimately, the proposal is requesting that Chubb adopt a policy banning underwriting for new fossil fuel exploration

and development. Chubb agrees with the proponent’s concerns regarding climate change, but disagrees about how Chubb can or should address those concerns in the most practical and responsible way. A blanket prohibition on supporting “new fossil fuel supplies” would preclude Chubb from continuing to consider the complexities of an orderly transition and the reality that there are insufficient alternative energy sources to replace fossil fuels.

As described above, Chubb is fully committed to taking specific actions to encourage the transition away from fossil fuels. Our coal policy reflects this commitment. Chubb has and will continue to assess underwriting of fossil fuel-related activity and consider if and when any additional limitations are realistic, given the specifics of the activity, including whether there are alternatives that are less carbon intensive. Chubb should not be precluded from using this realistic and pragmatic approach.

The transition to a net zero economy is an immensely complex enterprise that requires innovation, massive investment in production and distribution capability, political will, government direction and vast consensus building. Along the way, society will rely on fossil fuels, potentially including “new fossil fuel supplies.” While that reality continues, insurers should not be subject to an unrealistic, blanket prohibition on insuring lawful fossil fuel activities.

To the extent the proposal is intended to encourage Chubb to address climate change in a serious way, it is not needed. Chubb has been an industry leader in taking real action to advance the transition away from fossil fuels.

AGAINST Recommendation

Our Board therefore recommends a vote “AGAINST” this shareholder proposal.

Voting Requirement to Approve Agenda Item

This agenda item is a request to the Board of Directors. The Board of Directors will consider that the shareholders have approved the shareholder proposal on an advisory basis if this agenda item receives the affirmative “FOR” vote of a majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots.

48 Chubb Limited 2022 Proxy Statement

Agenda Item 14

Shareholder Proposal Regarding a Report on Greenhouse Gas Emissions

Agenda Item

As You Sow, as representative of the As You Sow Shareholder Action Account, has submitted the shareholder proposal described below. Chubb disclaims any responsibility for the content of this proposal and supporting statement. In accordance with SEC rules, we are reprinting the proposal and supporting statement in this proxy statement as they were submitted to us. We will provide the address of the proponent and its representative upon oral or written request made to c/o Corporate Secretary, Chubb Limited, Bärengasse 32, CH-8001 Zurich, Switzerland, or +1 (212) 827-4400.

Shareholder Proposal

Beginning of Proposal and Proponent’s Statement of Support:

WHEREAS: Insurance companies have a critical role to play in meeting the Paris Agreement’s 1.5 degrees Celsius (1.5oC) goal, requiring net zero greenhouse gas (GHG) emissions by 2050. Projections1 have found that limiting global warming to 1.5 degrees versus 2 degrees will save $20 trillion globally by 2100, while exceeding 2 degrees could lead to climate damages in the hundreds of trillions.2 The U.S. insurance industry is under increasing pressure to address its contributions to climate change from its underwriting, insuring, and investing activities.3

These financial activities contribute to systemic portfolio risk to the global economy, investors, and insurers’ profitability. The U.S. Commodity Futures Trading Commission recently acknowledged that climate change could impair the productive capacity of the national economy and recommended that state insurance regulators require insurers to assess how their underwriting activity and investment portfolios may be impacted by climate-related risks.

This growing public pressure for the insurance industry to account for its climate related risks and impacts is exemplified by legislation recently passed in Connecticut4 requiring regulators to incorporate emissions reduction targets into their supervision of insurers.

Shareholders are concerned that Chubb is not adequately reducing the climate footprint of its underwriting, insuring, and investing activities. This failure creates significant risk. Chubb reported pretax catastrophe losses of $1.15 billion in Q3 2021, with $806 million of that figure attributable to

Hurricane Ida.5 This follows a larger global trend: insured losses from natural disasters reached $42 billion in the first six months of 2021, a ten year high.6

Chubb is a climate laggard in the global insurance sector, ranking in the bottom half in a survey of the 30 largest global insurers,7 due largely to its lack of restrictions on oil and gas underwriting and investments. In contrast, peers are beginning to address the GHG emissions associated with their underwriting and investment activities.8 Thirteen global insurers have also joined the United Nations’ Net Zero Insurance Alliance in which they commit to transition their emissions from insurance and reinsurance underwriting portfolios to net zero by 2050.

Chubb does not measure or disclose its financed emissions, including those attributable to underwriting, insuring, and investments, nor has it adopted targets aligned with the Paris Agreement’s 1.5oC goal for such emissions.

BE IT RESOLVED: Shareholders request that Chubb issue a report, at reasonable cost and omitting proprietary information, addressing whether and how it intends to measure, disclose, and reduce the GHG emissions associated with its underwriting, insuring, and investment activities in alignment with the Paris Agreement’s 1.5oC goal, requiring net zero emissions.

SUPPORTING STATEMENT: Shareholders recommend the report disclose, at board discretion:

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Whether Travelers will begin measuring and disclosing the emissions associated with the full range of its operations and by when, and

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Whether Travelers will set a Paris aligned, net zero target, for its full range of emissions. and on what timeline

1 https://www.nature.com/articles/d41586-018-05219-5

2 https://www.nature.com/articles/s41467-020-18797-8/

3 https://shareaction.org/reports/insuring-disaster-a-ranking

4 https://www.businessinsurance.com/article/20210617/NEWS06/912342605/Connecticut-bill-calls-for-regulation-of-insurers%E2%80%99-climate-risks

5 https://www.reinsurancene.ws/chubb-sees-q3-net-income-rise-54-despite-1bn-of-catastrophe-losses/

6 https://www.weforum.org/agenda/2021/07/natural-disasters-cost-economic-insurance-2021-extreme-weather-floods-polar-vortex/

7 https://insure-our-future.com/scorecard

8 https://insure-our-future.com/scorecard

Chubb Limited 2022 Proxy Statement 49

Agenda Item 14

Statement of the Board of Directors’ Opposition to the
Shareholder Proposal

Our Board has considered this shareholder proposal and recommends that you vote “AGAINST” it for the following reasons:

Chubb’s Support of the Transition to a
Net Zero Economy

Chubb recognizes the existential threat of global warming and the necessity of moving away from global reliance on fossil fuels. Chubb announced its support for a global transition to a net zero economy by 2050 and we have acknowledged our responsibility to take action to support and encourage this transition.

We are realistic, pragmatic and earnest about this responsibility. There is no magic bullet that will create a carbon free economy in the short term and the use of fossil fuels will unfortunately remain necessary during a transition period. Our underwriting, risk engineering, investment, and philanthropic actions reflect this reality as Chubb seeks to accelerate the transition away from fossil fuels.

We are making appropriate commitments on climate action, including limiting certain underwriting activity. But underwriting limitations must be balanced against the essential and core purpose of insurance, which society expects us to fulfill, to provide risk protection for lawful activity. Any such limits on entire classes of activity interfere with this purpose and must be an exception based on analytical, fact-based examination of realistic alternatives.

Chubb’s policy regarding coal underwriting evolved from this process. We were the first major insurer in the US to announce limits on coal underwriting and investments. In formulating our coal policy, we considered a variety of factors relating to the production and use of coal, the feasibility (including cost) of alternatives to coal and the practicalities of the transition. On the basis of this analysis, we no longer underwrite the construction and operation of new coal-fired plants or new risks for companies that generate more than 30% of their revenues from coal mining or energy production from coal. Insurance coverage for existing coal plant risks that exceed this threshold will be phased out by the end of 2022, and for utilities beginning in 2022. We also will not make debt or equity investments in companies that generate more than 30% of revenues from thermal coal mining or energy production from coal. Chubb will continue to assess our coverage of carbon intensive industries and their strategies for transitioning to a lower-carbon economy. We also will not insure tar sands projects in the future.

While Chubb has placed certain limits on fossil fuel underwriting (including coal and tar sands), we and all insurers have a much more complex role to play in encouraging the transition away from fossil fuels that goes beyond simply denying coverage to a particular activity. At Chubb, we do this through a holistic approach to climate issues

in all aspects of our business, including risk mitigation, product offerings, underwriting, investments and operations:

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Chubb provides catastrophic protection to clients against losses globally arising from hurricanes, floods, tornadoes, wildfire and drought. These are perils that are growing in frequency and severity as a result of climate change. We use our expertise and extensive data regarding these perils to provide products and services to make clients more resilient. Our risk engineers bring deep technical knowledge to this work, including providing guidance on construction standards, wildfire land management, and coastal protection.

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Chubb sends important climate-related price signals that help to encourage behaviors as to where people choose to live or locate their business in response to climate change. We expect, for example, that sea level rise, increased storm intensity and increased wildfire activity will lead to greater risk and higher insured losses. Our pricing reflects that risk, potentially affecting both societal and individual behaviors, including where people choose to live and what actions are necessary to mitigate the risk — from the micro (e.g., moving away from flood and wildfire hazard zones) to the macro (limiting greenhouse gas emissions).

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Chubb recognizes that the pace of the transition away from fossil fuels is dependent on the development of alternatives and we are an insurance leader in the renewable energy sector, insuring a third of the top private innovation companies in clean technologies. Our Offshore Wind Farm Policy, for example, was developed to support green energy providers through the entire offshore wind farm process — from project inception through to energy production, storage and distribution. In addition to providing insurance for clean energy, we are also investing in companies that have promising new clean energy technologies. Insuring and investing in clean energy reflects our commitment to speeding up the transition from fossil fuels — we cannot turn off the fossil fuel plants until there are realistic alternatives.

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Chubb’s environmental stewardship also includes its operational carbon footprint. Even though Chubb’s contribution to GHG emissions is comparatively small, the Company has adopted science-based GHG emissions reduction goals. At the end of 2019, Chubb achieved the first of its two GHG emissions reduction goals by reducing GHG emissions by 22% off a 2016 baseline, exceeding our goal of reducing emissions 20% by 2025. Chubb’s second long-term goal is to reduce GHG emissions 40% by 2035. Achieving this goal is expected to result in the emissions reduction of nearly 45,000 metric tons of CO2 equivalent per year. Chubb’s goals are aligned with the two-degree Celsius target outlined in the Paris Climate Agreement, as well as the quantitatively supported science-based standards methodology of the United Nations Environmental Program.

50 Chubb Limited 2022 Proxy Statement

Agenda Item 14

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Chubb’s philanthropy further demonstrates our support of a net zero economy. The Chubb Charitable Foundation and the Company’s employees support a range of environmental causes, including The Nature Conservancy, the Conservation Fund and Rainforest Trust, as well as volunteer activities in local communities around the world. Chubb Charitable Foundation grants have helped preserve sensitive lands and habitats, finance green business entrepreneurs, and support educational programs that promote a healthy and sustainable environment in the U.S. and around the world. To give just one example, Chubb has supported a coral reef restoration project in the Mesoamerican Reef that resulted in transplanting 10,000 new coral colonies that will provide a natural barrier to protect local areas from rising sea waters.

As these actions reflect, Chubb has made a careful, analytical and thoughtful determination of the role it is best suited to play to support the transition away from fossil fuels. We continue to do this in all aspects of our business, including our underwriting of activity related to the use of fossil fuels for energy production. Chubb assesses each risk presented to it on an individual basis, including risks associated with climate change, and makes underwriting decisions accordingly.

Together, these actions demonstrate Chubb’s commitment to a realistic transition to a net zero economy. We are wary, however, of open-ended climate change pledges with uncertain, unknowable or unrealistic objectives. We focus on specific actions that can help the transition away from fossil fuels and we believe that our actions — not hollow pledges — provide the best measure of our commitment to the net zero transition.

Chubb will continue to support the global transition to a net zero economy through its multi-faceted approach of reducing operational emissions, offering insurance products that encourage the development of renewable energy sources, supporting environmental philanthropic efforts, and making thoughtful underwriting and investment decisions that encourage and support the reduction of carbon emissions.

An Additional Climate Report Is
Not Necessary

The proponents seek a report from Chubb concerning how Chubb “intends to measure, disclose and reduce its GHG emissions associated with its underwriting, insuring and investment activities.” Chubb shares the proponent’s climate change concerns as evidenced by Chubb’s clear, measurable steps to address climate change in our operations and product offerings, as well as in our underwriting and investment strategies. Chubb has been transparent on these issues through prominent public disclosures.

Chubb adopted the Task Force on Climate-related Financial Disclosures (TCFD) framework and released its first TCFD

report in 2021. The TCFD framework is widely viewed as the benchmark for climate disclosure. Chubb’s TCFD report provides extensive information about Chubb’s climate-related actions and includes Chubb’s statements regarding support for the transition to a net zero economy and related strategies, goals and initiatives. The report is readily available at https://​about.chubb.com/citizenship.html.

The TCFD report outlines the full scope of the Company’s environmental program and initiatives, describes climate strategy governance at Chubb, details our climate strategy and risk management, and includes a variety of metrics and targets.

Because the TCFD report includes information about how Chubb discloses, measures, and reduces GHG emissions associated with its operations, and provides clear disclosure on how Chubb’s underwriting, investment and operations activities support the transition to a net zero economy, the requested additional report would be duplicative of our existing TCFD report and a waste of corporate resources.

To the extent the report seeks to require Chubb to measure the GHG emissions of its insureds or the companies in which it has investments, the proposal should be rejected because it would be impossible for Chubb to undertake such a task. This appears to be what the proponents mean by “measuring… GHG emissions associated with its underwriting, insuring and investment activities.” Chubb has hundreds of thousands of insureds across the globe, from individuals to small businesses to major corporations engaged in virtually every area of human activity. We are not aware of any method by which we could reasonably measure the GHG emissions of our insureds.

Chubb led the US in adopting limitations on fossil fuel underwriting with our coal policy; we are a leader in insuring clean energy alternatives to fossil fuels and in providing services and products to promote climate change resilience; we devote substantial philanthropic resources to mitigating the effects of climate change; and we have been prominent in recognizing the existential threat for climate change and the need for sustained action from governments, businesses, and communities.

In short, the request would be duplicative and would serve no legitimate purpose; Chubb is fully engaged in an analytical, thoughtful approach to improving our operational environmental footprint, developing products to support renewable resources, and addressing climate change through measured underwriting and investment choices.

AGAINST Recommendation

Our Board therefore recommends a vote “AGAINST” this shareholder proposal.

Chubb Limited 2022 Proxy Statement 51

Agenda Item 14

Voting Requirement to Approve Agenda Item

This agenda item is a request to the Board of Directors. The Board of Directors will consider that the shareholders have approved the shareholder proposal on an advisory basis if this agenda item receives the affirmative “FOR” vote of a majority of the votes cast at the Annual General Meeting, not counting abstentions, broker non-votes or blank or invalid ballots.

52 Chubb Limited 2022 Proxy Statement

Corporate Governance

Overview

We are committed to the highest levels of ethical conduct. This commitment is reflected in our corporate governance and in the foundation of our corporate values and culture. As an insurance company, we are in the business of managing risk. Our corporate governance helps us mitigate and manage risks by providing clear lines of oversight and responsibility for management and the Board. We review and evolve corporate governance regularly.

Our Board of Directors’ corporate governance policies comply with the rules of the SEC, the listing standards of the NYSE and Swiss law. Our compliance with U.S. laws includes compliance with the Sarbanes Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and other statutes applicable to corporations doing business in the U.S. To balance our NYSE listing and Swiss incorporation requirements, we:

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adhere to SEC and NYSE governance and compensation regulations and best practices; and

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comply with Swiss corporate laws that impose various additional restrictions and requirements, including our implementation, through our Articles of Association and presentation of annual ballot items for our shareholders, of Swiss corporate governance and compensation requirements.

We have adopted Organizational Regulations, Corporate Governance Guidelines and Categorical Standards for Director Independence covering issues such as executive sessions of the Board of Directors, director qualification and independence standards, Board leadership, director

responsibilities and procedures, director equity ownership guidelines, management evaluation and succession, and Board self-evaluations. Our Board has established committees that help with oversight of the Company and its operations, and these committees govern themselves pursuant to the Organizational Regulations and charters that are reviewed at least annually and amended as necessary.

Corporate Governance Documents

The following governance documents are available on our website at about.chubb.com/governance.html:

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Articles of Association

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Organizational Regulations

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Corporate Governance Guidelines

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Board Committee Charters: Audit, Compensation, Executive, Nominating & Governance, and Risk & Finance

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Categorical Standards for Director Independence

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Code of Conduct

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Policy on Fair Disclosure

You may also request copies of any of these documents by contacting our Investor Relations department:

Telephone — +1 (212) 827-4445; or

E-mail — investorrelations@chubb.com

Chubb Limited 2022 Proxy Statement 53

Corporate Governance — Our Corporate Governance Framework

Our Corporate Governance Framework

Board Independence	• The Board has determined that 12 out of 13 of our current directors (and 12 out of 13 of our director nominees) are independent under NYSE regulations and our Categorical Standards for Director Independence. • Our CEO is the only non-independent director.
Board Composition	• Under Swiss law, only our shareholders can elect directors and determine Board size. Our Board may not appoint directors to fill vacancies. • Our Nominating & Governance Committee regularly reviews Board composition and the skills, qualifications, backgrounds, experience and other attributes of Board members, both individually and collectively, including consideration of tenure and diversity factors. • 46% of our current directors have served on the Board for 8 years or less, three for two years or less and one new nominee is proposed for election. • Individuals may not be nominated or re-nominated to the Board after they reach 75 years of age; this guideline may be waived from time to time as the Board deems advisable. • Our Corporate Governance Guidelines provide that a director that is a public company chief executive should not sit on more than one public company board (excluding Chubb).
Board Committees	• Five standing Board committees  —  Audit, Compensation, Nominating & Governance, Risk & Finance and Executive. • All committees are composed entirely of independent directors, with the exception of the Executive Committee (our Chairman and CEO serves on the Executive Committee).
Leadership Structure	• Our Chairman is CEO of our Company. He interacts closely with our independent Lead Director, who is appointed by the other independent directors. • Our Lead Director ensures an appropriate level of Board independence in deliberations and overall governance, and chairs executive sessions of the independent directors to discuss certain matters without management present. These executive sessions take place at least every regular Board meeting. • Lead Director’s responsibilities also include the ability to convene Board meetings and establish the Board agenda (with the Chairman).
Risk Oversight	• Our full Board and the Risk & Finance Committee are responsible for risk management oversight, with individual Board committees responsible for overseeing specified risks. • Our Board oversees management as it fulfills its responsibilities for the assessment and mitigation of risks and for taking appropriate risks.
ESG Governance	• We have a robust ESG and Corporate Citizenship governance structure with regular Board and senior management involvement and oversight. • The Nominating & Governance Committee has Board-delegated oversight for our Corporate Citizenship activities and ESG policies and initiatives, and other Board committees monitor and review ESG-related matters in accordance with their charter responsibilities. ESG also remains a full Board topic. • In 2021, our CEO and General Counsel provided regular updates on ESG issues to the Nominating & Governance Committee and full Board.
Climate Change Governance	• We implemented an active governance structure to oversee and execute our global environmental program and climate change strategy. At the Board level, our Nominating & Governance Committee is responsible for reviewing ESG issues including climate change, and our Risk & Finance Committee helps execute the Board’s supervisory responsibilities pertaining to enterprise risk management, which include climate risk. The full Board is also involved in these matters. • Our management-level Executive Committee, which include our Chairman and CEO and most senior executive leaders, are responsible for aligning climate and other ESG and Corporate Citizenship activities for consistency with the Company’s culture, values, corporate mission and business objectives. The Executive Committee also has executive management responsibility for the execution of underwriting and portfolio management decisions and responses related to climate change. In addition, the Risk and Underwriting Committee reviews risks associated with climate change.

54 Chubb Limited 2022 Proxy Statement

Corporate Governance — Our Corporate Governance Framework

Open Communication	• We encourage open communication and strong working relationships among the Lead Director, Chairman and other directors. • Our directors have access to members of management and employees, and our Lead Director and members of our committees regularly communicate with members of management other than the CEO on a variety of topics. • Shareholders and other interested parties can contact our Board, Audit Committee or Lead Director by email or regular mail.
Shareholder Input	• We conduct a robust annual shareholder outreach program to discuss trends, topics and issues of interest with shareholders and to solicit feedback. We strongly encourage shareholders to set the agenda for engagement discussions. • Chubb participants in meetings include relevant members of management and at times members of our Board.
Accountability to Shareholders	• Shareholders annually elect our Chairman, all directors (by majority vote) and members of our Compensation Committee. • There is no plurality concept built into our shareholder voting, unless the number of nominees exceeds the maximum number of director positions as set by shareholders in our Articles of Association. That is because shareholders can determine the number of Board positions, and all nominees who receive a majority of votes cast are, by law, elected to the Board. • Under Swiss law, a director cannot remain in office if they do not receive the requisite majority shareholder vote. • Shareholders annually approve in binding votes the maximum compensation of our directors and Swiss Executive Management.
Succession Planning/ Talent Management	• Our Board actively monitors our succession planning and management development. • Chairman and CEO succession plans under various scenarios are discussed and reviewed annually. • Human capital management is a full Board topic. Senior management provides our Board with regular updates on matters including employee succession and talent development. We are focused on, and our leaders are accountable for, improving gender balance and racial diversity at the officer level and in talent development and acquisition.

Chubb Limited 2022 Proxy Statement 55

Corporate Governance — Governance Practices and Policies that Guide Our Actions

Governance Practices and Policies that Guide Our Actions

Our Code of Conduct

Our Board has adopted a Code of Conduct applicable to all directors, officers and employees, which sets forth the basic principles to guide their day-to-day activities. The Code of Conduct addresses, among other things, conflicts of interest, corporate opportunities, confidentiality, fair dealing, protection and proper use of Company assets, compliance with laws and regulations (including insider trading laws) and reporting illegal or unethical behavior.

Director Stock Ownership Requirements

A substantial portion of our directors’ compensation consists of restricted stock awards. Our Corporate Governance Guidelines require minimum equity ownership of $600,000 for outside directors (based on stock price on date of award). Each director has until the fifth anniversary of his or her initial election to the Board to achieve this minimum. All of our outside directors who have served for at least five years satisfy Chubb’s director equity ownership requirements. Our directors are also subject to prohibitions on pledging and hedging Common Shares.

Executive Sessions of Directors

Our independent directors meet for an executive session of the Board at each quarterly Board meeting. Our CEO is our only non-independent director and does not attend these sessions. Our Lead Director, currently Michael P. Connors, is the presiding director for Board executive sessions of independent directors. Executive sessions are also common for special meetings of the Board and ad hoc committees that are created from time to time to provide oversight over specific matters. Similarly, our Board committees (other than the Executive Committee) generally conduct an executive session at their meetings, with only committee members and no members of management present.

Continuing Education for Directors

We provide ongoing programs for directors covering, among other things, the Company’s business, organizational and management structure, results of operations and financial condition, including critical accounting policies, budgets and forecasts, and corporate governance and risk management. Directors are encouraged to attend these and other appropriate continuing education programs. Onboarding is also provided for new directors. In addition, a number of our directors attended outside director education programs in 2021.

Related Party Transactions Guidelines

We have adopted Related Party Transactions Guidelines that require our Nominating & Governance Committee or Board to review and approve certain transactions between Chubb and any related parties. For additional information, see “What is Our Related Party Transactions Approval Policy and What Procedures Do We Use to Implement It?”.

Shareholder Outreach Program

We recognize the value in maintaining open lines of communication with our shareholders and consequently we consider our robust shareholder outreach program to be a vital governance tool.

We understand that engagement is more important than ever to our shareholders and therefore seek to engage with them on a regular basis throughout the year. These engagement discussions take place both during and away from the annual meeting cycle, providing us with ample opportunity to better understand and thoughtfully consider our shareholders’ key issues and concerns. Chubb participants include relevant members of management and at times members of our Board.

The primary purpose of our shareholder outreach program is to discuss and solicit feedback about corporate governance, executive compensation and other matters, including ESG topics relevant to the Company. We also strongly encourage our participating shareholders to set the agenda for these meetings and address any trends, topics or issues that they wish to discuss with us.

Management and the Board recognize the value of taking our shareholders’ views into account. Feedback from our shareholders helps us understand how they view us, set goals and expectations for our performance, and identify emerging issues that may affect our strategies, corporate governance, compensation practices or other aspects of our operations and Corporate Citizenship (ESG) efforts.

In 2021, we solicited our 50 largest shareholders, representing approximately 70% of our outstanding Common Shares, to discuss a variety of corporate governance (including Board composition and leadership), executive compensation and other ESG topics, such as climate change and the Company’s responses both as an insurer and corporate citizen; human capital management; and diversity, equity and inclusion.

56 Chubb Limited 2022 Proxy Statement

Corporate Governance — Governance Practices and Policies that Guide Our Actions

Open Lines of Communication

The Chubb Ethics Help Line is a free, confidential service available 24 hours a day for questions or concerns about ethics or integrity at Chubb. Please visit our website for specific contact information at:
about.chubb.com/governance.html.

We also have a process for shareholders, employees and other interested parties to send communications to the Board:

To contact the Board about accounting or auditing matters, you may send an e-mail to the Chair of the Audit Committee at: chmnaudit@chubb.com. The Corporate Secretary has

access to this e-mail address. For other matters you may send an e-mail to: corpsecy@chubb.com. You may also contact the Lead Director, any independent director, the Chairman of the Board, or the Chair of any Board committee by sending an e-mail to our Lead Director at: LeadDirector@chubb.com. The Corporate Secretary has access to this e-mail address.

If you wish to send written communications, please mail to the Board of Directors, c/o Corporate Secretary, Chubb Limited, Bärengasse 32, CH-8001 Zurich, Switzerland, although mail to Switzerland is not as prompt as e-mail. The Corporate Secretary will forward communications to the Board to the Lead Director.

Chubb Limited 2022 Proxy Statement 57

Corporate Governance — Citizenship at Chubb

Citizenship at Chubb

Protecting the Present and Building a Better Future ​ Good corporate citizenship lies at our core — how we practice our craft of insurance, how we work together to serve our customers, how we treat each other, and how we work to help make a better world for our communities and our planet. Citizenship is about responsibility — and we express that responsibility in a way that reflects our core values and our mission to protect the present and build a better future. We accomplish our mission by providing the security from risk that allows people and businesses to grow and prosper. Our mission is realized by sustaining a culture that values and rewards excellence, integrity, inclusion and opportunity; by working to protect our planet and assisting less fortunate individuals and communities in achieving and sustaining productive and healthy lives; and by promoting the rule of law. From our roots in 18th century Philadelphia, we have built Chubb to be a dynamic, forward-looking global enterprise with a commitment to responsible citizenship. We act on this promise of responsibility through a wide range of activities that include our contributions of time and money. Underlying our mission and commitment is a strong leadership and governance structure. Our Board of Directors has delegated to our Nominating & Governance Committee responsibility for overseeing Chubb’s Corporate Citizenship (ESG) activity and related policies, and other Board committees monitor and review specific Corporate Citizenship-related matters in accordance with their charters. Corporate Citizenship also remains a full Board topic. At the senior executive level, our management Executive Committee oversees our Corporate Citizenship program, led by our General Counsel in that regard, and ensures that our activities and policies are consistent with Chubb’s culture, values, corporate mission and business objectives. We are also active in engaging with key stakeholders (including our shareholders, employees, rating agencies, interest groups and others) on our Corporate Citizenship initiatives and consider their feedback. Set out herein are just a few of the many initiatives that we are proud of and hope you find of interest. As part of our commitment to accountability and transparency, we also provide regular reports and updates on our Corporate Citizenship and sustainability initiatives, including an annual climate-related financial disclosure and environmental report prepared in accordance with the TCFD framework, EEO-1 U.S. workforce demographic data, and an annual report on political activity. For more information, visit our website at: about.chubb.com/citizenship.html. Philanthropy ​ The Chubb Charitable Foundation believes that meaningful contributions that support our communities globally provide lasting benefits to society, to Chubb and to Chubb employees. Through philanthropy, global partnerships and Company-sponsored volunteer activities focused on giving the gift of time and donations, the Foundation supports clearly defined projects that solve problems with measurable and sustainable outcomes, helping people in the countries where we live and work build productive and healthy lives. Our philanthropy is funded principally through the Chubb Charitable Foundation and the Chubb Rule of Law Fund. Our commitment to assist those with fewer resources and to be stewards of the planet is focused on the areas of education, poverty and health, and the environment. In the last decade, Chubb has contributed more than $100 million to the Foundation. For example, the Chubb Charitable Foundation has supported the International Rescue Committee. Through partnerships with The Nature Conservancy, Rainforest Trust and other conservation organizations, the Foundation supports programs to save endangered wildlife, protect threatened lands and waters, and promote resiliency. Additionally, the Foundation serves as a major partner with Teach for America and Teach for All programs in the U.S. and globally. As part of our commitments to expand and enhance our broader diversity, equity and inclusion agenda, we are working through the Chubb Charitable Foundation to support a range of programs to address inequality and promote social, economic and racial justice. For example, in 2021, the Foundation established a scholarship with Georgia State University’s risk management and insurance program to support students from diverse backgrounds and expand the pipeline of those individuals in the insurance industry.

58 Chubb Limited 2022 Proxy Statement

Corporate Governance — Citizenship at Chubb

Environment & Climate Change ​ Chubb recognizes the reality of climate change and the substantial impact of human activity on our planet. We realize our commitment to be a steward of the earth in a number of ways: recognizing and responding to the reality of climate change across our businesses; managing environmental risk for our customers with innovative products and risk engineering solutions; supporting environmental resiliency projects throughout the world; protecting biodiversity and saving land through our philanthropy; and reducing the environmental footprint of our own operations. Chubb develops insurance products and risk management services that facilitate market-based solutions to current and pending environmental and climate-related issues. The Chubb Charitable Foundation and the Company’s employees support a range of environmental philanthropies, as well as volunteer activities in local communities around the world. In 2019, Chubb was the first insurer with major U.S. operations to adopt a policy concerning coal-related underwriting and investment. The Company’s short-term, science-based greenhouse gas (GHG) emissions reduction goal, which uses 2016 as the baseline, was achieved in 2019. Chubb is committed to its long-term goal of reducing absolute GHG emissions 40% by 2035. In 2021, Chubb announced its support for a global transition to a net zero economy by 2050. During the year, Chubb also adopted the Task Force on Climate-related Financial Disclosures (TCFD) framework and released its first TCFD report. Diversity, Equity & Inclusion ​ Chubb operates within a dynamic and changing global environment where marketplaces and customers are culturally diverse and broad. Meeting diverse customer needs requires the best minds collaborating in a rewarding and supportive environment. We recognize our responsibility to ensure opportunity within our own organization by creating an atmosphere where all colleagues, regardless of who they are, feel comfortable bringing their best to the table. Our strategy for diversity, equity and inclusion (DE&I) is designed to support Chubb’s ability to attract, develop and retain the best talent — regardless of background. Chubb’s culture holds true to the principles of accountability and ownership and requires collective and individual responsibility. Making and sustaining progress requires holding leadership accountable; developing and advancing diverse talent; increasing gender and multicultural leadership diversity; and deploying inclusive recruitment, development and promotional practices. Since 2020, Chubb has committed to taking specific actions related to racial equity in recruitment, career development and advancement opportunities; promoting a greater sense of belonging for Black colleagues; and increasing the knowledge and understanding of the Black employee experience through open two-way dialogue and education. These actions support our goal of becoming an anti-racist company. Other DE&I initiatives include mentorships and affinity groups, such as Business Roundtables and Regional Inclusion Councils, which promote dynamic networking across the business and engage hundreds of employees in constructive dialogue. To provide further transparency and accountability for its DE&I efforts, Chubb began publishing its EEO-1 U.S. workforce demographic data in 2022. Chubb Rule of Law Fund ​ As a corporate citizen, Chubb recognizes the rule of law as the foundation of a liberal world order that the Company embraces as essential to the proper functioning of markets and the protection of personal freedoms. Through the Chubb Rule of Law Fund, a unique corporate initiative, we support projects around the world that promote the preservation and advancement of the rule of law. Since it was founded in 2008, the Fund has supported 66 projects in countries around the world focused on improving access to justice, strengthening courts, fighting corruption and creating the conditions of security and freedom in which our customers, employees and fellow citizens can thrive. The events that unfolded across the U.S. in 2020 focused Chubb’s attention more intensely on the persistent challenges arising from bigotry, racism and racial injustice in society, particularly for Black people. Chubb is taking specific actions to be an anti-racist company, including supporting programs through the Chubb Rule of Law Fund to address inequality and promote social, economic, and racial justice. The Fund has made seven grants — including four announced in early 2021 that total $1.1 million — for initiatives to improve police and community relations, and to understand and reduce racial inequities throughout the criminal justice process. The Chubb Rule of Law Fund is funded by the Chubb Charitable Foundation and contributions from Chubb’s partner law firms.

Chubb Limited 2022 Proxy Statement 59

Corporate Governance — The Board of Directors

The Board of Directors

Our Board oversees our business and monitors the performance of management. The directors keep themselves informed by discussing matters with the CEO, other key executives and our principal external advisors, such as legal counsel, outside auditors, and other consultants. They also receive and review reports and updates from management and third parties, participate in Board and committee meetings, and attend relevant conferences and other educational sessions.

Board Meetings

The Board usually meets a minimum of four times per year in regularly scheduled meetings, but will meet more often if necessary. The Board met eight times during 2021. All directors attended at least 75% of the aggregate number of meetings of the Board and committees of the Board of which they were a member that were held during 2021.

Director Independence

The Board has determined that the following directors and nominees are independent under the listing standards of the NYSE: Michael G. Atieh, Kathy Bonanno, Sheila P. Burke, Mary Cirillo, Michael P. Connors, Robert J. Hugin, Robert W. Scully, Eugene B. Shanks, Jr., Theodore E. Shasta, David H. Sidwell, Olivier Steimer, Luis Téllez and Frances F. Townsend. Our independent directors constitute (and assuming all our nominees are elected, will constitute) a substantial majority of our Board of Directors.

In making its determination of independence, the Board applied its Categorical Standards for Director Independence and determined that no other material relationships existed between the Company and these directors and nominees. With respect to Kathy Bonanno, the Board also considered that she has served as a consultant to the Board in anticipation of her nomination as a director, but determined that this did not constitute a material relationship with the Company.

Director Nomination Process

The Board’s Nominating & Governance Committee reviews the qualifications of various persons to determine whether they might make good candidates for consideration for membership on the Board of Directors. The Nominating & Governance Committee considers each person’s judgment, experience, background, independence and understanding of our business or other related industries, as well as other factors it determines are relevant in light of the needs of the Board and the Company. The Nominating & Governance Committee will select qualified candidates and review its recommendations with the Board, which will decide whether to invite the candidate to be a nominee for election to the Board.

In accordance with its charter, the Nominating & Governance Committee may identify and consider director nominees from various sources. The Nominating & Governance Committee will consider shareholder recommendations for director candidates, but the Nominating & Governance Committee has no obligation to recommend such candidates. Assuming that appropriate biographical and background material (including qualifications) is provided for candidates recommended by shareholders, the Nominating & Governance Committee will evaluate those candidates by following substantially the same process and applying substantially the same criteria as for candidates recommended by other sources.

Board Composition and Skills Review

Our Nominating & Governance Committee reviews at least quarterly the individual and collective skills and attributes of Board members. Board members should have individual backgrounds that, when combined, provide a portfolio of diverse experience, perspectives and knowledge that serve our governance and strategic needs well.

As part of its review the Nominating & Governance Committee considers a variety of skills, qualifications and experiences criteria in evaluating collective Board composition and assessing individual directors and director candidates, some of which are noted in the table below, as well as Board size, tenure and refreshment. In addition to the specific expertise and experience identified below, other factors for Board consideration include professional reputation, integrity, collegiality and diversity of backgrounds and perspectives, as well as gender and racial diversity. Directors must demonstrate the highest personal and professional integrity and commitment to ethical and moral conduct, and must respect and reflect Chubb values and culture. Directors should also be able and prepared to provide wise and thoughtful counsel to management on the full range of potential issues facing the Company. They should represent all shareholders and not any special interest group or constituency. They also must have the time necessary to fully meet their duty of care to the shareholders and be willing to commit to service over the long term, if called upon.

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Corporate Governance — The Board of Directors

Skills, Qualifications and Experiences Criteria
• Corporate Strategy • CEO Experience or Similar • Digital/Technology/IT • Financial Literacy/​Accounting • Financial Services Industry	• Governance/Compliance • Government/Regulatory/ Public Policy • Insurance and Reinsurance Industry • Global Business • M&A/Business Development

The above list is not exhaustive. Our Nominating & Governance Committee may consider these criteria and other additional criteria from time to time, and may adjust the importance of certain criteria based on factors including current Board composition and evolving business, governance, regulatory and other considerations.

Board Diversity

We believe that a variety of perspectives, opinions, backgrounds and tenure among the members of the Board is critical to the Board’s ability to perform its duties and various roles. We strive to maintain, and we encourage, diversity of thought and viewpoint among Board members, which makes the body as a whole more effective. Our Board includes ethnic, racial and religious minorities, members from multiple countries, men and women, and people from many walks of life and disciplines. The make-up and diversity of the Board has evolved, and broadened, as Chubb has grown and evolved as a company, and continued diversity is expected. A description of the various skillsets, attributes and experiences of each of our director nominees is set forth in Agenda Item 5. Our Board is currently composed of 13 members, of which 12 are independent, the average age is 68, three are women, and one is a racial or ethnic minority. Of our slate of 13 director nominees, 12 are independent, the average age is 67, four are women and one is a racial or ethnic minority.

At Chubb, we recognize, respect and actively support diversity, including at the Board level. Board composition is discussed at every regular Nominating & Governance Committee meeting. The Nominating & Governance Committee was established in large part to focus on Board composition matters, and consideration of relevant criteria help ensure that the Board, as it evolves, will have the collective skills, experience, independence and diversity to enable it to function as well as possible for both the short-term and long-term.

Our Code of Conduct applies to the Board and its decisions. The Code of Conduct prohibits discrimination on the basis of any characteristic protected by law. Chubb is committed to providing an environment in which diversity is valued, and this is particularly true with respect to the Board of Directors.

Board Tenure Diversity

Our Board considers director tenure in connection with its independence determination. Board tenure diversity is

equally important as we seek to achieve the appropriate balance of tenure years of service. Our more senior directors have a deep knowledge of our Company, while new directors provide fresh perspectives. Our proposed slate of director nominees, including one new nominee, has an average tenure of ten years, and 46% of our current directors have joined the Board since 2014.

Board Tenure in Years (Director Nominees)

Our Corporate Governance Guidelines set a retirement age of 75, after which directors may no longer be nominated or re-nominated to the Board. This guideline may be waived from time to time as the Board deems advisable.

Director Commitments and Responsibilities

Each of our directors represents shareholders as a whole rather than any particular shareholder or group of shareholders. Individual directors are required to notify the Nominating & Governance Committee’s Chair, and the Chairman of the Board, of any change in business or professional affiliations or responsibilities, including retirement, so that conflicts and other Board composition issues can be considered. The Lead Director is also involved in this evaluation process. A director is required to offer his or her resignation from the Board in the event a director leaves a full-time job or otherwise materially changes his or her full-time employed position or status for any reason (for example, by resignation, termination, reassignment or retirement). The resignation may be accepted or not accepted, on behalf of the Board, by the Chair of the Nominating & Governance Committee after consulting with other Committee or Board members in the reasonable discretion of the Chair.

In addition, under our Corporate Governance Guidelines, a director should offer to resign if the Nominating & Governance Committee concludes that he or she no longer meets the Company’s requirements for service on the Board, which includes the obligation to devote the time and effort necessary to fully meet their duty of care to shareholders. We believe all our directors have demonstrated a strong commitment to service on our Board in terms of meeting attendance, substantive discussion and effective leadership.

Annual Board and Committee Evaluations

Led by our Nominating & Governance Committee, our Board and its committees annually perform self-evaluations

Chubb Limited 2022 Proxy Statement 61

Corporate Governance — The Board of Directors

that allow for open and candid feedback on Board effectiveness, performance and process. Our evaluation process also includes biennial reviews of each of our directors by each of their peers.

Our Lead Director and each of our committee chairs incorporate feedback received from these evaluations to enhance Board governance, process, collaboration and productivity, including by identifying possible topics for future meetings and other matters, including potential skills

and attributes for future director nominees and committee composition. In 2021, results of the Board and committee evaluations were overwhelmingly positive.

In the self-evaluation context our Nominating & Governance Committee further considers the composition of the Board and its committees, including diversity considerations and whether the Board and each of its committees have the right mix of skill sets, qualifications, backgrounds, experience, talent and other considerations in order to function effectively.

Board Leadership Structure

Our Board’s mandate under Swiss law includes overall supervision and control of management of the Company. Though our management and employees direct and are responsible for the business operations of the Company and its divisions, and implementation of policies and strategies approved by the Board, the power of management is fundamentally delegated from the Board.

Our Organizational Regulations and Corporate Governance Guidelines provide the Board with the right and flexibility to recommend to shareholders that the responsibilities of Chairman of the Board and Chief Executive Officer be vested in the same individual or in more than one individual, as the Board determines to be in the best interest of the Company. Our Board has determined it to be in the best interests of the Company, at this time, to vest the responsibilities of Chairman and CEO in Evan G. Greenberg because the Board believes he has the skills and experience to best perform both roles. While Mr. Greenberg serves as Chairman, Board leadership comes also from our Lead Director, currently Michael P. Connors. Our Lead Director’s powers are significant.

Our Nominating & Governance Committee regularly reviews and discusses Board composition, leadership and structure, and advises the Board as appropriate. The Nominating & Governance Committee also considers feedback from shareholders.

The Board, upon recommendation from the Nominating & Governance Committee, recommends the Chairman for shareholder approval annually in accordance with Swiss law.

Chubb’s Board leadership structure has evolved over time. For example, the Chairman and CEO roles were separate immediately before May 2007. Mr. Greenberg was promoted to CEO in 2004 and was not appointed Chairman of the Board until three years later.

As Chubb and its circumstances develop in the future, the Board will continue to examine its leadership structure, consider shareholder feedback and will at all times conduct itself in the manner it determines to be in the best interests of

the Company and its shareholders. We expect that the Company will always have either an independent lead director or a non-executive chairman.

Independent Lead Director — Role and Responsibilities

Our Lead Director provides independent Board leadership. Specific responsibilities include:

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Establishing the agenda (with the Chairman) for Board meetings

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Authority to convene meetings of the Board

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Presiding at executive sessions of the independent directors at every regular Board meeting and at other times as the Lead Director may separately call

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Providing a forum for independent director feedback at those executive sessions and communicating that feedback to the Chairman

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Ensuring an appropriate level of Board independence in deliberations and overall governance

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Working with the Nominating & Governance Committee in the Board’s performance evaluation process and the Compensation Committee in the CEO evaluation process and compensation determination

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Facilitating communication between Board members and the Chairman of the Board

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Empowerment to respond to non-audit related shareholder inquiries, monitor the Company’s mechanism for receiving and responding to shareholder communications to the Board, and oversee the timely delivery of background materials to Board members

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Helping to assure that all Board members have the means to, and do, carry out their fiduciary responsibilities

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Communicating regularly with our CEO on matters of significance, and with the other independent directors to help foster independent thinking

62 Chubb Limited 2022 Proxy Statement

Corporate Governance — The Committees of the Board

The Committees of the Board

The Board of Directors has five committees: Audit, Nominating & Governance, Compensation, Risk & Finance and Executive. The principal role, independence standards and meetings held during 2021 are outlined below. For more information on committee members, see our Board of Director profiles beginning on page 22.

Committee	Role & Responsibilities	Independence	Meetings Held 2021
Audit Committee Chair: Robert W. Scully Members: Theodore E. Shasta David H. Sidwell Luis Téllez	The Audit Committee provides oversight of the integrity of our financial statements and financial reporting process, our compliance with legal and regulatory requirements, our system of internal controls, and our audit process. The Committee’s oversight includes the performance of our internal auditors and the performance, qualification and independence of our independent auditors. If a member of our Audit Committee simultaneously serves on the audit committees of more than three public companies, the Board is required to determine and disclose whether such simultaneous service would impair the ability of such member to effectively serve on our Audit Committee. No member serves on the audit committees of more than three public companies. All members are audit committee financial experts as defined under Item 407(d) of Regulation S-K, and each member meets the financial literacy requirements of the NYSE. For more information on our Audit Committee and its role and responsibilities, see the “Audit Committee Report” section of this proxy statement.	All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board	Fourteen meetings and one in-depth session covering various matters further described in the Audit Committee Report beginning on page 118
Nominating & Governance Committee Chair: Mary Cirillo Members: Michael P. Connors Frances F. Townsend	The responsibilities of the Nominating & Governance Committee include identification of individuals qualified to become Board members, recommending director nominees to the Board and developing and recommending corporate governance guidelines. The Committee also has the responsibility to review and make recommendations to the full Board regarding director compensation, examine and approve the Board’s committee structure and committee assignments, and advise the Board on matters of organizational and corporate governance, including our Corporate Citizenship (ESG) activities and related policies. In addition to general corporate governance matters, the Nominating & Governance Committee approves the Board calendar and assists the Board and the Board committees in their self-evaluations.	All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board	Four meetings

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Corporate Governance — The Committees of the Board

Committee	Role & Responsibilities	Independence	Meetings Held 2021
Compensation Committee Chair: Frances F. Townsend Members: Mary Cirillo Michael P. Connors	The Compensation Committee discharges the Board’s responsibilities relating to the compensation of employees, including compensation policies and pay structure for executive officers and other senior officers of the Company. It also evaluates the performance of the CEO and other NEOs based on corporate and personal goals and objectives. Based on this evaluation, it sets the CEO’s compensation level, both as a committee and together with the other independent directors, and approves NEO compensation. The Compensation Committee also works with the Nominating & Governance Committee and the CEO on succession planning, and periodically consults with the Risk & Finance Committee on matters related to executive compensation and risk. Under Swiss law, shareholders have sole authority to elect the members of the Compensation Committee. See Agenda Item 7 for more details. For more information about how the Compensation Committee determines executive compensation, see the “Compensation Discussion & Analysis” section of this proxy statement.	All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board	Four meetings and several in-depth sessions covering various matters
Risk & Finance Committee Chair: Olivier Steimer Members: Michael G. Atieh Sheila P. Burke Robert J. Hugin Eugene B. Shanks, Jr.	The Risk & Finance Committee helps execute the Board’s supervisory responsibilities pertaining to enterprise risk management, capital structure, financing arrangements and investments. For more information on the Risk & Finance Committee’s role, see “Board Oversight of Risk and Risk Management” below.	All members are independent directors as defined by the independence standards of the NYSE and as applied by the Board	Four meetings

Our Board also has an Executive Committee, comprised of the Chairman of the Board (as Chair) and each of our other committee chairs (as members). The Executive Committee did not meet in 2021 and has not met since 2011. Its primary focus is to act for the full Board when it is not practical to convene a meeting of the full Board. The Executive Committee is authorized to exercise all the powers and authorities of the Board, except as expressly limited by applicable law or regulation, stock exchange rule, our Articles of Association or our Organizational Regulations, and except for matters expressly reserved for another committee.

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Corporate Governance — Board Oversight of Our Independent Advisors

Board Oversight of Our Independent Advisors

Independent Auditors

Our Audit Committee hires, determines the compensation of, and decides the scope of services performed by, our independent auditors. It also has the authority to retain outside advisors.

Our Audit Committee evaluates the qualification, performance and independence of our independent auditors. As part of this evaluation, rotation of our independent auditors is periodically considered. If required by applicable law or regulation relating to auditor rotation or otherwise, or if the Audit Committee otherwise determines it is necessary, it will initiate and stay actively involved in the process to select and replace the independent auditors. In addition, in connection with regular mandated rotation of audit partners, the Audit Committee is directly involved in the selection of the lead audit partner.

In determining whether to re-appoint the Company’s independent auditor, the Audit Committee took into consideration a number of factors, including:

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the length of time the firm has been engaged;

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the quality of the Audit Committee’s ongoing discussions with the firm;

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the firm’s global capabilities and depth of understanding of our businesses;

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an assessment of the professional qualifications and past performance of the lead audit partner and their global audit team; and

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the appropriateness of fees for audit and non-audit services.

Compensation Consultants

Our Compensation Committee has the authority to retain advisors and must assess the independence of any advisor so retained. Our Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any such compensation advisor. During 2021, our Compensation Committee retained Pay Governance as its independent compensation consultant. Pay Governance did not perform any other work for the Company in 2021 other than advising our Compensation Committee and, with respect to director compensation, our Nominating & Governance Committee.

Search Firm Consultants

Our Nominating & Governance Committee from time to time retains a search firm to identify and evaluate potential director candidates, and has the authority to approve the firm’s fees and other retention terms. Our Nominating & Governance Committee may also retain other advisors.

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Corporate Governance — Board Oversight of Risk and Risk Management

Board Oversight of Risk and Risk Management

As an insurer, the Company is in the business of managing risk. As part of its oversight of the Company and its business activities, the Board takes very seriously its role in risk management. The Board has established the Risk & Finance Committee for purposes of risk assessment and management as described in its charter and further below, and other committees are also tasked with oversight of particular risks. These committees are composed entirely of independent directors.

Under Swiss law, the Board of Directors has ultimate responsibility for management and direction of the Company. The full Board also discusses and considers risk management issues at each of its meetings. The Board will adjust its practices with respect to risk management oversight whenever it determines it needs to do so and will involve itself in particular risk areas or business circumstances where its proper exercise of oversight demands it.

The Board’s role in risk oversight is consistent with the Company’s leadership structure, with the CEO and other members of senior management having responsibility for assessing and managing the Company’s risk exposure, and the Board and its committees providing oversight in connection with these efforts.

Risk & Finance Committee and Other Board Committee Oversight of Risk

The goal of the Risk & Finance Committee is to oversee that the Company’s risk management process identifies and assesses relevant risks, has a reasonable and sound set of policies for setting parameters on risk, and, for specific material risks, has prepared itself to avoid or to mitigate outcomes that threaten the viability of the Company.

The Risk & Finance Committee helps execute the Board’s supervisory responsibilities pertaining to enterprise risk management, capital structure, financing arrangements and investments. This includes:

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evaluation of the integrity and effectiveness of the Company’s enterprise risk management procedures and systems and information;

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oversight of policy decisions about risk aggregation and minimization, including credit risk;

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assessment of the Company’s major decisions and preparedness levels pertaining to perceived material risks;

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oversight of the capital structure and financing arrangements in support of the Company’s plans and consistent with its risk tolerances; and

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oversight of management’s investment of the Company’s investible assets and underwriting strategy as well as monitoring overall conditions and developments with respect to these assets and, again, make certain they are consistent with the Company’s risk tolerances.

The Risk & Finance Committee meets regularly with Company management, including the Chief Risk Officer, Chief Financial Officer, Chief Investment Officer, Treasurer and others, in fulfillment of its responsibilities. The Chief Risk Officer reports to both the Risk & Finance Committee and the CEO. The Risk & Finance Committee also conducts joint meetings, such as with the Audit Committee on enterprise risk management matters and the Compensation Committee Chair on compensation risk.

Other Board committees are also responsible for certain other risks. Examples of particular risks overseen by our other Board committees include the following:

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The Audit Committee is responsible for oversight of the Company’s financial statements, financial reporting and internal controls, including model risk; the process for establishing insurance reserves; the Company’s cyber-security program and related exposures and risks; and legal, regulatory and compliance matters.

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The Compensation Committee is responsible for overseeing succession planning and employee compensation policies and practices, including how specific business risks are taken into account or mitigated as part of the design and structure of our compensation program. For additional information, see “The Relationship of Compensation to Risk” section of the Compensation Discussion & Analysis.

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The Nominating & Governance Committee is responsible for overseeing the Company’s corporate governance structure and practices and our Corporate Citizenship (ESG) activities and related policies, including associated risks.

Each committee periodically reports to the Board on its risk oversight activities. Committees may also consult with one another on certain risks where appropriate. Risk oversight responsibilities may change, from time to time, based on the Company’s evolving needs.

Climate Change and Environmental Risk Oversight

We are an underwriting company and we recognize that climate change affects the risks we insure. Our Board is proactively engaged on this issue. At the Board level, the Risk & Finance Committee’s role in executing the Board’s supervisory responsibilities pertaining to risk management encompasses the risks associated with climate change and catastrophe risk, including those relating to our underwriting activities. The Nominating & Governance Committee is responsible for overseeing our Corporate Citizenship (ESG) program, which includes initiatives relating to climate change and the environment, such as our coal policy on underwriting and investment, corporate environmental goals and philanthropic efforts.

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Corporate Governance — Board Oversight of Risk and Risk Management

Additionally, the Company’s management-level Executive Committee, comprised of our most senior executive leaders including the Chairman and CEO, General Counsel, Chief Risk Officer and the Vice Chairman who has responsibility for Chubb’s global environmental program and climate sustainability strategy, has responsibility for ensuring that Chubb’s ESG and Corporate Citizenship activities, including those related to climate change issues, are consistent with the Company’s culture, values, corporate mission, and business objectives, including those pertaining to climate-related risks and opportunities. The strategy and governance for the management of climate change are aligned across Chubb’s organization, including the Company’s Risk and Underwriting Committee, product boards and risk-related committees to (i) oversee the operationally focused climate and environmental sustainability policies, strategies and programs of Chubb, including the Company’s greenhouse gas measurement and reduction activities (Operational Climate Committee) and (ii) collaborate cross-divisionally to pursue opportunities to develop and expand climate-relevant products and services (Climate Advisory Group).

Cyber-Security/IT Risk Oversight

The Audit Committee is tasked with oversight of the Company’s cyber-security program and related exposures and risks, about which the Audit Committee periodically reports to the full Board and consults with the Risk & Finance Committee. Review and oversight may generally encompass data breach risk and impact; cyber protection and detection controls; privacy matters; third-party risks; cyber trends and events; and other topics.

The Risk & Finance Committee is responsible for oversight of risk generally and identifying significant risks, which may include risks relating to cyber-security and privacy, business continuity risk (including the resilience of IT operations and physical infrastructure) and cyber underwriting risk.

What Is Our Related Party Transactions Approval Policy And What Procedures Do We Use To Implement It?

The Board of Directors has adopted Related Party Transactions Guidelines. For the purposes of our Related Party Transactions Guidelines