Independent
Tenure on this board
3.0 yrs
8 nominees · 6 ballot items.
Elect eight directors; ratify KPMG LLP as independent auditors; non-binding advisory vote to approve executive compensation; approve an amendment to the 2023 Stock Incentive Plan to add 5,000,000 shares; vote on two shareholder proposals — (1) report on climate-related pricing and coverage decisions and (2) adopt a policy for an independent Board Chairman.
Elect eight director nominees to hold office until the 2027 annual meeting.
Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2026.
The proposal asks shareholders to ratify the Audit Committee’s selection of KPMG LLP as Travelers’ independent auditors for 2026. Management seeks shareholder ratification as a matter of best practice and shareholder input, although ratification is not required by the bylaws. The Audit Committee evaluated KPMG’s qualifications, independence and historical service (KPMG previously served as auditor to predecessors and has been retained for many years) and concluded it is in the company’s and shareholders’ best interests to continue the engagement. The proposal includes disclosure of audit and non-audit fees for 2024–2025 and the Audit Committee’s oversight and pre-approval procedures for non-audit services. The Board recommends a vote FOR the ratification, noting the Audit Committee’s judgment that KPMG’s continued retention promotes audit continuity, institutional knowledge and effective oversight, while reserving the Audit Committee’s ability to change auditors if warranted.
Advisory vote to approve the compensation of the named executive officers.
This advisory proposal asks shareholders to approve the Company’s executive compensation as disclosed in the proxy (CD&A, tables and narrative). Management and the Compensation Committee are seeking approval to confirm alignment between pay practices and shareholders’ interests. The proxy summarizes the company’s pay-for-performance philosophy, use of performance shares tied to three-year adjusted return on equity with a relative TSR modifier, cash bonus caps, stock ownership guidelines and clawback policies. The Compensation Committee considered superior 2025 financial results, the Company’s long-term strategic execution, peer comparisons and individual performance in setting 2025 pay. While advisory and non-binding, the Board uses the vote as input and recommends FOR because they believe compensation structure aligns management and shareholder interests and supports retention and long-term value creation.
Approve an amendment to increase authorized shares under the 2023 Stock Incentive Plan by 5,000,000 shares.
Management seeks shareholder approval to increase the share reserve under the Company's 2023 Stock Incentive Plan by 5,000,000 shares to support equity-based compensation. The filing explains the plan's role in alignment, retention and recruitment, estimates the requested shares will cover approximately three years of needs based on historical burn rates, and discloses dilution metrics and governance protections (no evergreen, no below-market option grants, no repricing without shareholder approval, dividend limits on performance shares). The Board recommends FOR because equity awards are integral to the pay-for-performance program, historically used broadly across employees and non-executive directors, and management believes the requested refresh is prudent to maintain competitive compensation without excessive dilution.
Request a report in the Company’s climate reporting on expected impact of climate-related pricing and coverage decisions on the sustainability of its homeowners customer base under a range of climate scenarios.
Request the Board adopt a policy (and amend governing documents as necessary) to require separate CEO and Chairman roles with an independent Chairman.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 7.59% | 16,133,981 | $4.7B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.61% | 14,050,703 | $4.1B |
| 3 | BlackRock, Inc. | 4.02% | 8,552,267 | $2.5B |
| 4 | FMR LLC | 2.91% | 6,192,934 | $1.8B |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.53% | 5,390,073 | $1.6B |
| 6 | BlackRock, Inc. | 2.33% | 4,947,019 | $1.4B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.32% | 4,935,456 | $1.4B |
| 8 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 1.93% | 4,111,543 | $1.2B |
| 9 | FMR LLC | 1.68% | 3,574,276 | $1.0B |
| 10 | DIMENSIONAL FUND ADVISORS LP | 1.46% | 3,094,264 | $903M |
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