TRAVELERS COMPANIES, INC. (Form: DEF 14A, Received: 04/02/2024 16:13:25)

Communities

•Responded to 1.8 million claims
or more than three claims per
minute.
•Despite an all-time high number
of industrywide catastrophe
events that spanned 47 states
and impacted 267 days, we
closed nearly 90% of all property
claims arising out of catastrophe
events within 30 days.
•The highest Net Promoter Score
amongst insurance carriers for
overall experience as measured
by Marsh McLennan for its
corporate segment.

•Donated more than $24 million
to our communities and a total of
approximately $234 million over
the past decade.
•Employees donated nearly $2.6
million to our communities
through company-wide
programs.
•Celebrated the 16th anniversary
of our Travelers EDGE program,
empowering students from
historically underrepresented
backgrounds.

•$128,000 median pay for full-time
employees (in the United States).
•$18/hour minimum wage (in the
United States).
•52,000 individuals covered under
Travelers’ medical plans.
•Nearly $600 million and $270
million provided for retirement
and medical costs, respectively.
•~54% women and 27% people of
color in our U.S. workforce.
•In each of the last ten years,
increased the percentage of
people of color in our workforce
and increased the percentage of
women and people of color in
management positions.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

___________________________________

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☒	Definitive Proxy Statement

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The Travelers Companies, Inc.

______________________________________________________________

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485 Lexington Avenue

New York, New York

10017

April 2, 2024

Dear Shareholders:

Please join us for The Travelers Companies, Inc. Annual Meeting of

Shareholders on Wednesday, May 15, 2024, at 9:00 a.m. (Eastern Daylight

Time) at the Hartford Marriott Downtown, 200 Columbus Boulevard, Hartford,

Connecticut 06103.

Attached to this letter are a Notice of Annual Meeting of Shareholders and

Proxy Statement, which describe the business to be conducted at the meeting.

At this year’s meeting, you will be asked to:

•Elect the 11 director nominees listed in the Proxy Statement;

•Ratify the appointment of KPMG LLP as our independent registered public

accounting firm for 2024;

•Consider a non-binding vote to approve executive compensation;

•Consider four shareholder proposals, if presented at the Annual Meeting;

and

•Consider such other business as may properly come before the Annual

Meeting and any adjournments or postponements thereof.

The Board of Directors recommends that you vote FOR each of the nominees

listed in the Proxy Statement, FOR the ratification of KPMG LLP, FOR the non-

binding vote to approve executive compensation and AGAINST each of the

shareholder proposals described in the Proxy Statement.

Your vote is important. Whether you own a few shares or many, and whether

or not you plan to attend the Annual Meeting in person, it is important that your

shares be represented and voted at the meeting. You may vote your shares by

proxy on the Internet, by telephone, or by completing a paper proxy card and

returning it by mail. You may also vote in person at the Annual Meeting.

Thank you for your continued support of Travelers.

Sincerely,

Alan D. Schnitzer

Chairman and Chief Executive Officer

Notice of Annual Meeting of Shareholders


Items of Business
Items of Business			Logistics DATE AND TIME May 15, 2024 9:00 a.m. (Eastern Daylight Time) LOCATION* Hartford Marriott Downtown 200 Columbus Boulevard Hartford, Connecticut 06103 WHO CAN VOTE — RECORD DATE You may vote your shares if you were a shareholder of record or held shares through Travelers’ 401(k) Savings Plan or through a broker or nominee at the close of business on March 18, 2024. Shares held of record or through a broker or nominee may be voted in person at the Annual Meeting to be held on May 15, 2024 (the “Annual Meeting”).
	Board Vote Recommendation


Elect the 11 director nominees listed in the Proxy Statement.		FOR each director nominee


Ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2024.		FOR


Consider a non-binding vote to approve executive compensation.		FOR


Consider four shareholder proposals, if presented at the Annual Meeting.		AGAINST



Voting by Proxy To ensure your shares are voted, you may vote your shares by proxy on the Internet, by telephone or by completing a paper proxy card and returning it by mail. Internet and telephone voting procedures are described in the General Information About the Meeting section of the Proxy Statement and on the proxy card. Shareholders will also consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. By Order of the Board of Directors, Wendy C. Skjerven Corporate Secretary




			Advance Voting Methods INTERNET www.proxyvote.com You will need the 16-digit number included on your Notice or on your proxy card. TELEPHONE (800) 690-6903 You will need the 16-digit number included on your Notice or on your proxy card. MAIL Mark, sign, date and promptly mail your proxy card in the postage-paid envelope, if you have received paper materials.

*As part of our precautions for circumstances that could arise, we are planning for the possibility that the Annual Meeting may be held virtually over the Internet. If we take this step, we will announce the decision in advance, and details on how to participate will be available on our website at www.travelers.com under the “Investors” heading.


Advance Voting Deadlines If you are a shareholder of record or hold shares through a broker or bank and are voting by proxy, your vote must be received by 11:59 p.m. (Eastern Daylight Time) on May 14, 2024, to be counted. If you hold shares through Travelers’ 401(k) Savings Plan, your vote must be received by 11:59 p.m. (Eastern Daylight Time) on May 13, 2024, to be counted. Those votes cannot be changed or revoked after that time, and those shares cannot be voted in person at the Annual Meeting.


This Notice of Annual Meeting and the accompanying Proxy Statement are being distributed or made available, as the case may be, on or about April 2, 2024.

Table of Contents


Proxy Statement Summary	1
Shareholder Engagement and Board Responsiveness	5


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


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


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


Shareholder Proposals
ITEM 4 – Shareholder Proposal – Report on Methane in the Energy Sector	75
ITEM 5 – Shareholder Proposal – GHG Emissions	80
ITEM 6 – Shareholder Proposal – Human Rights Risks in Underwriting	85
ITEM 7 – Shareholder Proposal – CEO Pay Ratio and Executive Compensation	90


Other Information
Share Ownership Information	94
CEO Pay Ratio	96	This Proxy Statement includes several website addresses and references to additional materials found on those websites. These websites and materials are not incorporated by reference herein.
Pay Versus Performance	97
General Information About the Meeting	103
Shareholder Proposals for 2025 Annual Meeting	107
Other Business	107


Annex A: Reconciliation of GAAP Measures to Non-GAAP Measures and Selected Definitions	A-1

Proxy Statement Summary

This summary highlights certain information contained in this Proxy Statement, but does not contain all of the

information you should consider when voting your shares. Please read the entire Proxy Statement carefully before

voting.



ITEM 1	Election of Directors	Your Board recommends a vote FOR each director nominee.

		See Page 7

Director Nominees


	Russell G. Golden INDEPENDENT Chairman of Financial Accounting Standards Board (retired) Committees: Audit, Risk Director Since: 2023		Todd C. Schermerhorn INDEPENDENT Senior Vice President and Chief Financial Officer of C. R. Bard, Inc. (retired) Independent Lead Director Committees: Audit, Executive, Risk (Chair) Director Since: 2016

	William J. Kane INDEPENDENT Audit Partner with Ernst & Young (retired) Committees: Audit (Chair), Executive, Risk Director Since: 2012		Alan D. Schnitzer Chairman and Chief Executive Officer of Travelers Committees: Executive (Chair) Director Since: 2015

	Thomas B. Leonardi INDEPENDENT Executive Vice President of American International Group, Inc. and Vice Chairman of AIG Life Holdings, Inc. (retired) Committees: Compensation, Investment and Capital Markets, Nominating and Governance Director Since: 2021		Laurie J. Thomsen INDEPENDENT Co-Founder and Partner of Prism Venture Partners (retired) Committees: Audit, Risk Director Since: 2004

	Clarence Otis Jr. INDEPENDENT Chairman and Chief Executive Officer of Darden Restaurants, Inc. (retired) Committees: Compensation (Chair), Executive, Investment and Capital Markets, Nominating and Governance Director Since: 2017		Bridget van Kralingen INDEPENDENT Senior Partner, Motive Partners Committees: Audit, Risk Director Since: 2022

	Elizabeth E. Robinson INDEPENDENT Global Treasurer of The Goldman Sachs Group, Inc. (retired) Committees: Compensation, Executive, Investment and Capital Markets (Chair), Nominating and Governance Director Since: 2020		David S. Williams INDEPENDENT Principal, Deloitte LLP Director Nominee

	Rafael Santana INDEPENDENT President and CEO of Westinghouse Air Brake Technologies Corporation Committees: Compensation, Investment and Capital Markets, Nominating and Governance Director Since: 2022

SUMMARY


2024 Proxy Statement \| The Travelers Companies, Inc.	1

The nominees represent a broad range of expertise, experience, viewpoints and backgrounds, as well as a mix of

tenure of service on the Board.


Recent Board Refreshment
Recent Board Refreshment

2021 1 new director added •Thomas Leonardi 1 director retired	2022 2 new directors added •Rafael Santana •Bridget van Kralingen	2023 1 new director added •Russell Golden

INDEPENDENCE

10 of 11

AGE

~62 years average

TENURE

~6 years average

DIVERSITY

~55% diverse

For a discussion of the specific considerations with respect to these nominees, see “Director Nominations—Specific

Considerations Regarding the 2024 Nominees” on page 18.

Corporate Governance Highlights

The Board of Directors (the “Board”) of The Travelers Companies, Inc. (the “Company”) is committed to high standards

of corporate governance. Highlights include:



Board Composition and Accountability	•All committees other than the Executive Committee are comprised solely of independent directors •Engaged independent Lead Director •Regular executive sessions of independent directors	•Active risk oversight •Director education on matters relevant to the Company, its business plan and risk profile •Annual Board evaluations


Shareholder Rights	•Annually elected directors •Majority voting standard for director elections •Single voting class	•Proxy access •No poison pill


Board Compensation	•Robust director stock ownership guidelines •Non-management directors currently receive more than 50% of their annual board and committee compensation in the form of deferred stock units	•Biennial review to assess the appropriateness of the Director Compensation Program

SUMMARY


2	The Travelers Companies, Inc. \| 2024 Proxy Statement



ITEM 2	Ratification of Independent Registered Public Accounting Firm	Your Board recommends a vote FOR this Item.

		See Page 29



ITEM 3	Non-Binding Vote to Approve Executive Compensation	Your Board recommends a vote FOR this Item.

		See Page 31

Executive Compensation Highlights

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

executive compensation through the following elements:


	Element		CEO Compensation Mix	Other NEOs

FIXED	Base Salary Page 45	•Base salaries are appropriately aligned with Compensation Comparison Group.	7%	13%


PERFORMANCE- BASED CASH	Annual Cash Bonus Page 46	•The Compensation Committee evaluates a broad range of financial and non-financial metrics in awarding performance-based incentives. •Core return on equity is a principal factor in the Committee’s evaluation of the Company’s performance. The Committee also considers other metrics, including core income and core income per diluted share, and the metrics that contribute to those results.	28%	40%


PERFORMANCE- BASED EQUITY	Long-Term Stock Incentives Page 52	•Annual awards of stock-based compensation are typically in the form of stock options and performance shares. Because our performance shares only vest if specified core return on equity thresholds are met, and because stock options provide value only if our stock price appreciates, the Compensation Committee believes that such compensation is all performance-based. •The mix of long-term incentives for the CEO and other named executive officers is 60% performance shares and 40% stock options, based on the grant date fair value of the awards.	65%	47%

SUMMARY


2024 Proxy Statement \| The Travelers Companies, Inc.	3

The Compensation Committee has adopted the following practices, among others:


What We DO		What We DO NOT Do


Provide for a cap on the maximum cash bonus opportunity with regard to our Chief Executive Officer Maintain a robust share ownership requirement Maintain clawback policies giving us the ability to recover incentive awards from our executive officers Prohibit hedging transactions as specified in our securities trading policy Prohibit pledging shares without the consent of the Company (no pledges have been made) Engage in extensive outreach and maintain a regular dialogue with shareholders relating to the Company’s governance, compensation and sustainability practices Engage an independent consultant that works directly for the Compensation Committee and does not work for management		No excise tax “gross-up” payments in the event of a change in control No tax “gross-up” payments on perquisites for named executive officers No repricing of stock options and no buy-out of underwater options No excessive or unusual perquisites No dividends or dividend equivalents paid on unvested performance shares No above-market returns provided for in deferred compensation plans No guaranteed equity awards or bonuses for named executive officers



ITEMS 4-7	Shareholder Proposals	Your Board recommends a vote AGAINST these Items.

		See Pages 75–93

SUMMARY


4	The Travelers Companies, Inc. \| 2024 Proxy Statement

Shareholder Engagement and Board

Responsiveness

Since 2009, the Nominating and Governance Committee

has overseen a comprehensive shareholder engagement

program. Under this program, at the direction of the

Nominating and Governance Committee, management

reaches out to the Company’s largest shareholders

throughout the year to facilitate a dialogue with respect to

the Company’s financial results, corporate strategy,

compensation practices and environmental, social and

governance (ESG) matters.

Management reports on the conversations with those

investors to the Nominating and Governance Committee

and, as appropriate, to the Compensation Committee (as

described in “Shareholder Engagement” in the

“Compensation Discussion and Analysis” section of this

Proxy Statement).

Travelers has long understood and valued the importance

of a comprehensive shareholder outreach program to

solicit investor feedback and perspectives on topics that

are important to the Company and its shareholders. Our

shareholder engagement program continues to influence

and inform the Company’s policies, practices and

disclosures. For example, in the past few years, based in

part on investor input, the Company has taken the

following actions:

SHAREHOLDER ENGAGEMENT AND BOARD RESPONSIVENESS


2024 Proxy Statement \| The Travelers Companies, Inc.	5

Committed to

become carbon

neutral across the

Company’s owned

operations by

2030 and adopted

a new policy

related to the

underwriting of,

and investment in,

coal and tar sands

Began publishing

comprehensive

sustainability reports

on an annual basis,

including reports that

generally align with

SASB standards and

TCFD

recommendations

Significantly

enhanced

disclosure regarding

the Board’s

oversight of the

Company’s

enterprise risk

management

program, including

with respect to risks

related to changing

climate conditions

Significantly

enhanced

disclosure regarding

pay equity practices,

board tenure,

workforce gender

diversity, and

political

contributions and

lobbying activities

Amended the

Company’s

Nominating and

Governance

Committee charter to

reference diversity

and inclusion, political

contributions, lobbying

and charitable giving

Clarified the authority

of the Board’s

independent Lead

Director in the

Company’s

Governance

Guidelines

Further enhanced

disclosure

regarding political

contributions and

lobbying activities

Significantly

enhanced the

disclosures in

the Company’s

TCFD Report

with respect to

the Company’s

underwriting

and investment

portfolios

Fully

implemented

the lobbying

proposal

submitted at

the 2022

Annual Meeting

by providing

trade

association

disclosure

Significantly

enhanced

disclosure on

our

sustainability

site regarding

our robust

governance

and controls

relating to

underwriting

and pricing

Implemented a

cap on the

maximum cash

bonus

opportunity for

our CEO

Amended the

Company’s

executive stock

ownership

policy

Significantly enhanced the

Company’s TCFD Report,

including by disclosing the

results of climate scenario

analyses conducted by

independent, third-party firms

with respect to the Company’s

investment portfolio and certain

aspects of its underwriting

portfolio

Enhanced the Company’s

workforce diversity disclosure by

disclosing its consolidated

EEO-1 report

Pre-2020

2020

2021

2022

2023

In 2023, the Company again took an integrated approach to its shareholder engagement efforts, including with respect

to its financial results, corporate strategy, compensation practices and ESG matters. Throughout the year, we also

sought additional opportunities to connect directly with our investors to discuss current and emerging trends and to hear

investor feedback.


With whom we engaged	In 2023, the Company sought to meet with shareholders representing approximately 52% of its outstanding shares and engaged with shareholders representing more than 40% of its outstanding shares. As part of our extensive outreach program, we met with many of our largest shareholders multiple times. In 2023, we: •sought to meet with each of our top 20 shareholders and met with eight of our top 10 shareholders and 13 of our top 20 shareholders; and •met with five of our top 10 shareholders three or more times and four of our top 20 shareholders four or more times.
Our representatives	Members of the Company’s senior management participated in our extensive engagements. Participants included, as appropriate, Travelers’:
Our representatives	•CEO and Chairman of the Board •Independent Lead Director •Chief Underwriting Officer •Co-Chief Investment Officer	•Corporate Secretary •Chief Sustainability Officer •Chief Ethics and Compliance Officer •Senior Vice President, Investor Relations
Topics discussed	Topics discussed included, among others: •board composition and refreshment; •our comprehensive climate strategy and the board’s oversight of that strategy; •our thoughtful risk/reward approach to underwriting; •our thoughtful investment philosophy that focuses on stable and appropriate risk-adjusted returns;	•the robust governance, processes and controls we have in place with respect to underwriting and pricing; •our long-term approach to human capital management, including our numerous diversity and inclusion initiatives; and •our unique corporate culture.
	We also discussed our executive compensation program, including the mix of equity compensation and the use of stock options, the use of a discretionary bonus plan and the limitations of total shareholder return as a measure of performance. See “Compensation Discussion and Analysis - Shareholder Engagement” for a more comprehensive discussion of the Company’s engagement efforts relating to its executive compensation program. In light of the numerous conversations the Company has had with its largest shareholders and the results of the Company’s advisory vote on executive compensation over the years, the Company believes that a significant majority of its shareholders are supportive of the design and operation of the Company’s executive compensation program.
Response to feedback	Based in part on investor feedback from engagements in 2023 and prior, the Company: •Implemented a maximum cash bonus opportunity for its CEO; •Amended its executive stock ownership policy to: (i) increase the target stock ownership level for its CEO from 500% to 600% of base salary, and (ii) exclude certain unvested and unexercised awards from the stock ownership calculation for its named executive officers; •Provided increased disclosure regarding the Company’s comprehensive underwriting governance and controls designed to ensure that its rating factors comply with all applicable laws and do not consider race or other legally protected characteristics; •Significantly enhanced the disclosures contained in its TCFD Report; and •Provided increased disclosure regarding trade associations and social welfare organizations to which the Company pays dues.

SHAREHOLDER ENGAGEMENT AND BOARD RESPONSIVENESS


6	The Travelers Companies, Inc. \| 2024 Proxy Statement



ITEM 1	Election of Directors	Your Board recommends you vote FOR the election of all director nominees.

There are currently 14 members of the Board. On February 7, 2024, the Board, upon recommendation of its Nominating

and Governance Committee, unanimously nominated the 10 directors listed below for re-election to the Board at the

Annual Meeting. In addition, the Board unanimously nominated David S. Williams, who is not currently a director, for

election to the Board at the Annual Meeting. Current directors, Alan L. Beller, Janet M. Dolan, Patricia L. Higgins and

Philip T. (Pete) Ruegger III, will retire from the Board effective as of the Annual Meeting pursuant to our director

retirement policy and will not stand for re-election. The Company is grateful to Mr. Beller, Ms. Dolan, Ms. Higgins and

Mr. Ruegger for their many years of service on the Board.

The directors elected at the Annual Meeting will hold office until the 2025 annual meeting of shareholders and until their

successors are duly elected and qualified. Unless otherwise instructed, the persons (the “proxyholders”) named in the

form of proxy card attached to this Proxy Statement, as filed with the SEC, intend to vote the proxies held by them for

the election of the 11 nominees named below. The proxies cannot be voted for more than 11 candidates for director. The

Board knows of no reason why these nominees would be unable or unwilling to serve, but if that would be the case,

proxies received will be voted for the election of such other persons, if any, as the Board may designate.

Nominees for Election of Directors


		Russell G. Golden INDEPENDENT
		Russell G. Golden INDEPENDENT


		BACKGROUND Mr. Golden, age 53, served as Chairman of the Financial Accounting Standards Board (“FASB”) from 2013 until his retirement in 2020. Mr. Golden joined the FASB in 2004 and served as Chair of its Emerging Issues Task Force from 2007 to 2010. Prior to joining the FASB, from 1992 to 2003, Mr. Golden served in various roles at Deloitte & Touche LLP, including as a partner. Mr. Golden currently serves as the Chairman of the PricewaterhouseCoopers Assurance Quality Advisory Committee and is a member of the faculty of the W.P. Carey School of Business at Arizona State University. OTHER BOARD SERVICE Mr. Golden does not currently serve on any other public company boards. NOMINATION CONSIDERATIONS The Board and the Nominating and Governance Committee considered in particular Mr. Golden’s experience as a leader of the U.S. accounting standards setting organization, experience as an audit partner of a registered public accounting firm and his significant experience and expertise in financial reporting, auditing, audit quality and sustainability disclosure.
Director Since: 2023 Committees: Audit, Risk


		William J. Kane INDEPENDENT
		William J. Kane INDEPENDENT


		BACKGROUND Mr. Kane, age 73, served as an audit partner with Ernst & Young for 25 years until his retirement in 2010, during which time he specialized in providing accounting, auditing and consulting services to the insurance and financial services industries. Prior to that, he served in various auditing roles with Ernst & Young. OTHER BOARD SERVICE Mr. Kane does not currently serve on any other public company boards. Mr. Kane is a director of Transamerica Corporation. NOMINATION CONSIDERATIONS The Board and the Nominating and Governance Committee considered in particular Mr. Kane’s experience as an audit partner of a registered public accounting firm and his significant experience and expertise in financial controls, financial reporting, management and the insurance industry.
Director Since: 2012 Committees: Audit (Chair), Executive, Risk

CORPORATE GOVERNANCE


2024 Proxy Statement \| The Travelers Companies, Inc.	7


		Thomas B. Leonardi INDEPENDENT
		Thomas B. Leonardi INDEPENDENT


		BACKGROUND Mr. Leonardi, age 70, served as Executive Vice President of American International Group, Inc. and Vice Chairman of AIG Life Holdings, Inc. (now known as Corebridge Financial) from November 2017 until his retirement in May 2020, where he was responsible for Government Affairs, Public Policy, Communications and Sustainability. From January 2015 to October 2017, he was a Senior Advisor to Evercore Inc., a global investment banking advisory firm. Previously, Mr. Leonardi was Commissioner of the Connecticut Insurance Department from February 2011 to December 2014. For 22 years prior to his appointment as Commissioner, he was Chairman and Chief Executive Officer of Northington Partners Inc., a venture capital and investment banking firm. Before Northington, he was head of the investment banking and venture capital divisions of Conning & Company and President of Beneficial Corporation’s insurance subsidiaries. He began his career as a litigation attorney in Connecticut. OTHER BOARD SERVICE Mr. Leonardi does not currently serve on any other public company boards. Mr. Leonardi is a director of Athene Co-Invest Reinsurance Affiliate, Ltd. 1A, Athene Co-Invest Reinsurance Affiliate, Ltd. 2A and is a member of the Apollo/Athene International Regulatory Advisory Group. NOMINATION CONSIDERATIONS The Board and the Nominating and Governance Committee considered in particular Mr. Leonardi’s experience as an insurance commissioner and his significant experience and expertise in management, investments, finance, mergers and acquisitions and the insurance industry.
Director Since: 2021 Committees: Compensation, Investment and Capital Markets, Nominating and Governance


		Clarence Otis Jr. INDEPENDENT
		Clarence Otis Jr. INDEPENDENT


		BACKGROUND Mr. Otis, age 67, served as Chairman and Chief Executive Officer of Darden Restaurants, Inc., the largest company-owned and operated full-service restaurant company in the world. He became Darden’s Chief Executive Officer in 2004, assumed the additional role of Chairman in 2005 and served in both capacities until his retirement in 2014. Mr. Otis joined Darden Restaurants, Inc. in 1995 and served in various roles with Darden, including Vice President and Treasurer, and Senior Vice President and Chief Financial Officer. OTHER BOARD SERVICE Mr. Otis is a director of Verizon Communications, Inc., VF Corporation and MFS Mutual Funds. NOMINATION CONSIDERATIONS The Board and the Nominating and Governance Committee considered in particular Mr. Otis’s experience as a public company CEO and his significant experience and expertise in operations, financial oversight and risk management.
Director Since: 2017 Committees: Compensation (Chair), Executive, Investment and Capital Markets, Nominating and Governance


		Elizabeth E. Robinson INDEPENDENT
		Elizabeth E. Robinson INDEPENDENT


		BACKGROUND Ms. Robinson, age 55, served as Global Treasurer, Partner and Managing Director of The Goldman Sachs Group, Inc., the global financial services company, from 2005 to 2015. Prior to that, she served in various roles within Corporate Treasury of The Goldman Sachs Group, Inc., including Americas Treasurer and Managing Director, and in the Financial Institutions Group within the Investment Banking Division of Goldman Sachs. OTHER BOARD SERVICE Ms. Robinson is a director of The Bank of New York Mellon Corporation and BNY Mellon Government Securities Services Corp. Ms. Robinson is also a trustee and Chairman of the Board of Williams College and a Trustee of Every Mother Counts, St. Luke’s University Health Network and Blair Academy. NOMINATION CONSIDERATIONS The Board and the Nominating and Governance Committee considered in particular Ms. Robinson’s experience as treasurer of a large global financial institution, a position she held during the 2008 financial crisis, her significant experience in managing a financial services company through challenging financial conditions and her expertise in finance, risk management, capital management and strategic transactions.
Director Since: 2020 Committees: Compensation, Executive, Investment and Capital Markets (Chair), Nominating and Governance

CORPORATE GOVERNANCE


8	The Travelers Companies, Inc. \| 2024 Proxy Statement


		Rafael Santana INDEPENDENT
		Rafael Santana INDEPENDENT


		BACKGROUND Mr. Santana, age 52, is President and Chief Executive Officer of Westinghouse Air Brake Technologies Corporation (“Wabtec”), a leading global provider of equipment, systems, digital solutions, and value- added services for the freight and transit rail sectors. Previously, from November 2017 to February 2019, Mr. Santana served as President and Chief Executive Officer of GE Transportation, a division of General Electric Company. Mr. Santana joined GE in 2000 and held a variety of global leadership roles in the transportation, power, and oil and gas businesses, including President and Chief Executive Officer of GE, Latin America, President and Chief Executive Officer of GE Oil and Gas Turbomachinery Solutions, Chief Executive Officer of GE Gas Engines and Chief Executive Officer of GE Energy Latin America. OTHER BOARD SERVICE Mr. Santana is a director of Wabtec. NOMINATION CONSIDERATIONS The Board and the Nominating and Governance Committee considered in particular Mr. Santana’s experience as a public company CEO and his significant experience and expertise in management, international operations and financial oversight.
Director Since: 2022 Committees: Compensation, Investment and Capital Markets, Nominating and Governance


		Todd C. Schermerhorn INDEPENDENT
		Todd C. Schermerhorn INDEPENDENT


		BACKGROUND Mr. Schermerhorn, age 63, served as Senior Vice President and Chief Financial Officer of C. R. Bard, Inc., a multinational developer, manufacturer and marketer of life-enhancing medical technologies, from 2003 until his retirement in 2012. Prior to that, he had been Vice President and Treasurer of C. R. Bard from 1998 to 2003. From 1985 to 1998, Mr. Schermerhorn held various other management positions with C. R. Bard. OTHER BOARD SERVICE Mr. Schermerhorn is a director of Metabolon, Inc. and LivaNova PLC. NOMINATION CONSIDERATIONS The Board and the Nominating and Governance Committee considered in particular Mr. Schermerhorn’s experience as a public company Chief Financial Officer and his significant experience and expertise in management, accounting and business operations, including international operations.
Lead Director Director Since: 2016 Committees: Audit, Executive, Risk (Chair)


		Alan D. Schnitzer
		Alan D. Schnitzer


		BACKGROUND Mr. Schnitzer, age 58, is Chairman and Chief Executive Officer of Travelers. He was previously the Company’s Vice Chairman and Chief Executive Officer, Business and International Insurance from July 2014 to December 2015. He joined Travelers as Vice Chairman and Chief Legal Officer in April 2007, and between that time and July 2014 he held operating and functional positions of increasing responsibility. Prior to joining the Company, he was a partner at Simpson Thacher & Bartlett LLP. OTHER BOARD SERVICE Mr. Schnitzer does not currently serve on any other public company boards. Mr. Schnitzer serves as a trustee of the University of Pennsylvania and Memorial Sloan Kettering Cancer Center, and as a director of New York City Ballet and ReadyCT. NOMINATION CONSIDERATIONS The Board and the Nominating and Governance Committee considered in particular Mr. Schnitzer’s position as Chief Executive Officer of the Company and his significant experience in the management of the Company in various roles, including as Chief Executive Officer of Business and International Insurance, the Company’s largest business segment, as well as his significant experience and expertise in management, finance and law.
Chairman of the Board Director Since: 2015 Committees: Executive (Chair)

CORPORATE GOVERNANCE


2024 Proxy Statement \| The Travelers Companies, Inc.	9


		Laurie J. Thomsen INDEPENDENT
		Laurie J. Thomsen INDEPENDENT


		BACKGROUND Ms. Thomsen, age 66, served as an Executive Partner of New Profit, Inc., a venture philanthropy firm, from 2006 to 2010, and she served on its board from 2001 to 2006. Prior to that, from 1995 to 2004, she was a co-founder and General Partner of Prism Venture Partners, a venture capital firm investing in healthcare and technology companies. From 1984 until 1995, she worked at the venture capital firm Harbourvest Partners in Boston, where she was a General Partner from 1988 until 1995. Ms. Thomsen was in commercial lending at U.S. Trust Company of New York from 1979 until 1984. OTHER BOARD SERVICE Ms. Thomsen is a director of Dycom Industries and MFS Mutual Funds. She is also an emeritus Trustee of Williams College. NOMINATION CONSIDERATIONS The Board and the Nominating and Governance Committee considered in particular Ms. Thomsen’s experience as a general partner of a venture capital firm and her significant experience and expertise in investments, finance and the development of emerging businesses.
Director Since: 2004 Committees: Audit, Risk


		Bridget van Kralingen INDEPENDENT
Director Since: 2022 Committees: Audit, Risk		Bridget van Kralingen INDEPENDENT


		BACKGROUND Ms. van Kralingen, age 60, is a Senior Partner and member of the executive committee, leading portfolio performance and value creation, at Motive Partners. Prior to joining Motive Partners in 2022, Ms. van Kralingen served as Senior Vice President of International Business Machines Corporation (“IBM”), the multinational technology company. Ms. van Kralingen joined IBM in 2004 and held a number of positions of increasing responsibility, including Senior Vice President, Global Markets & Sales, Senior Vice President, Global Industries, Clients, Platforms and Blockchain, Senior Vice President, Global Business Services, General Manager IBM North America, General Manager, Global Business Services in Europe, Middle East and Africa and Global Managing Partner, Financial Services Sector, Global Business Services. Prior to that, Ms. van Kralingen served as Managing Partner, US Financial Services with Deloitte Consulting. OTHER BOARD SERVICE Ms. van Kralingen is a director of Royal Bank of Canada, Discovery Limited and Teradyne, Inc. and a board member of the New York Historical Society and IEX Group, Inc. NOMINATION CONSIDERATIONS The Board and the Nominating and Governance Committee considered in particular Ms. van Kralingen’s experience as an executive of a global technology and services company and her significant experience and expertise in information technology services, international operations and global sales and business development.


		David S. Williams INDEPENDENT
Director Nominee		David S. Williams INDEPENDENT


		BACKGROUND Mr. Williams, age 61, is a Principal and Lead Relationship Partner with Deloitte LLP. Mr. Williams joined Deloitte in 2002 and served as Managing Principal – Public Policy, Government Relations and Corporate Citizenship from 2015 to 2017. Mr. Williams served as Chairman and Chief Executive Officer of Deloitte Financial Advisory Services LLP from 2008 to 2015 and as Chairman and Chief Executive Officer of Deloitte Transactions and Business Analytics LLP from 2011 to 2015. He was a client service partner from 2002 to 2008 and served as a member of Deloitte’s U.S. Board of Directors from 2005 to 2008, including on its Governance, Compensation and Succession Committees. Prior to joining Deloitte, Mr. Williams served in various roles with PricewaterhouseCoopers from 1985 to 2002. OTHER BOARD SERVICE Mr. Williams does not currently serve on any other public company boards. NOMINATION CONSIDERATIONS The Board and the Nominating and Governance Committee considered in particular Mr. Williams’ experience as Chief Executive Officer of a financial advisory services business and his significant experience and expertise in accounting, strategic planning and risk management.

CORPORATE GOVERNANCE


10	The Travelers Companies, Inc. \| 2024 Proxy Statement

Governance of Your Company

Governance Highlights

Our commitment to good corporate governance is reflected in our Governance Guidelines, which describe the Board’s

views on a wide range of governance topics. These Governance Guidelines are reviewed annually by the Nominating

and Governance Committee, and any changes deemed appropriate by the Committee in light of emerging practices or

otherwise are submitted to the full Board for consideration. Our Governance Guidelines can be found on the Corporate

Governance page of the “Investors” section on our website at www.travelers.com.


Board Composition and Accountability
Independence	All of our director nominees other than our Chief Executive Officer are independent.
Committee independence	All committees are comprised of independent directors other than the Executive Committee on which our Chief Executive Officer serves.
Independent Chair or independent Lead Director	The Board has an independent Chair or independent Lead Director whenever the Chair is a member of management or not otherwise independent.
Executive session	Independent members of the Board and each of the committees regularly meet in executive session with no member of management present.
Risk oversight	The Board and committees annually review their oversight of risk and the allocation of risk oversight among the committees.
Director education	The Nominating and Governance Committee oversees educational sessions for directors on matters relevant to the Company, its business plan and risk profile.
Board evaluation	The Board and each of its committees evaluate and discuss their respective performance and effectiveness every year.
Diversity of skills and experience	The composition of the Board encompasses a broad range of skills, expertise, experience and backgrounds, and our director nominees include three women and three racially/ ethnically diverse individuals.
Board tenure	The Board’s balanced approach to refreshment results in an appropriate mix of long-serving and new directors.


Shareholder Rights
Annually elected directors	The annual election of directors reinforces the Board’s accountability to shareholders.
Majority voting standard for director elections	Directors must be elected under a “majority voting” standard in uncontested elections — a director who receives fewer votes “For” his or her election than “Against” must promptly tender his or her resignation to the Board.
Single voting class	Our common stock is the only class of shares outstanding.
Proxy access	Each shareholder, or a group of up to 20 shareholders, owning 3% or more of our common stock continuously for at least three years may, in accordance with the terms specified in our bylaws, nominate and include in our proxy materials director nominees constituting the greater of two directors or 20% of the Board.
Special meetings	Special meetings may be called at any time by a shareholder or shareholders holding 10% of voting power of all shares entitled to vote or 25% where the meeting relates to a business combination.
Poison pill	The Company does not have a poison pill.


Board Compensation
Director stock ownership	Non-employee directors are required to accumulate and retain a level of ownership of our equity securities to align the interests of non-employee directors and shareholders.
Deferred stock units	Non-employee directors currently receive more than 50% of their annual board and committee compensation in the form of deferred stock units, and the shares underlying these units are not distributed to a director until at least six months after the director leaves the Board.
Compensation review	The Nominating and Governance Committee reviews the appropriateness of the Director Compensation Program at least once every two years.

CORPORATE GOVERNANCE


2024 Proxy Statement \| The Travelers Companies, Inc.	11

Governance Structure of the Board – Chairman and Lead Director

Our bylaws provide that the Board, at its regular meeting each year following the annual shareholders meeting, shall

elect a Chairman of the Board. The Board maintains the flexibility to determine whether the roles of Chairman and Chief

Executive Officer should be combined or separated, based on what it believes is in the best interests of the Company at

a given point in time. The Board believes that this flexibility is in the best interest of the Company and that a one-size-

fits-all approach to corporate governance, with a mandated independent Chairman, would not result in better

governance or oversight. Our Governance Guidelines provide for the position of Lead Director whenever the Chairman

of the Board is a director who does not qualify as an independent director.

Our Current Board Leadership Structure


		Alan D. Schnitzer CHAIRMAN AND CHIEF EXECUTIVE OFFICER
		Alan D. Schnitzer CHAIRMAN AND CHIEF EXECUTIVE OFFICER


		Mr. Schnitzer serves as Chairman of the Board and Chief Executive Officer. The combined role of Chairman and Chief Executive Officer, in the case of the Company, means that the Chair of the Board has longstanding experience with property and casualty insurance and ongoing executive responsibility for the Company. In the Board’s view, this enables the Board to better understand the Company and work with management to enhance shareholder value. In addition, the Board believes that this structure enables it to better fulfill its risk oversight responsibilities and enhances the ability of the Chief Executive Officer to effectively communicate the Board’s view to management.


		Todd C. Schermerhorn INDEPENDENT LEAD DIRECTOR
		Todd C. Schermerhorn INDEPENDENT LEAD DIRECTOR


		The independent directors elected Mr. Schermerhorn to serve as independent Lead Director of the Board. Among other things, under our Governance Guidelines, the independent Lead Director has the authority to: •convene, set the agendas for and chair the regular executive sessions of the independent directors; •convene and chair other meetings of the independent directors as deemed necessary; •approve the Board meeting schedules and meeting agenda items and review information to be sent to the Board; •act as a liaison between the independent directors, committee chairs and senior management; •receive and review correspondence sent to the Company’s office addressed to the Board or independent directors and, together with the CEO, to determine appropriate responses if any; and •in concert with the chairs of the Board’s committees, recommend to the Board the retention of consultants and advisors who directly report to the Board, without consulting or obtaining the advance authorization of any officer of the Company. In addition, in accordance with our Governance Guidelines, the Lead Director is responsible for coordinating the efforts of the independent and non-management directors “in the interest of ensuring that objective judgment is brought to bear on sensitive issues involving the management of the Company and, in particular, the performance of senior management”.

The Board believes that its current leadership structure is

appropriate for the Company at this time. The Board

believes that the responsibilities of the independent Lead

Director help to assure appropriate oversight of the

Company’s management by the Board and optimal

functioning of the Board. The effectiveness of the

independent Lead Director is enhanced by the Board’s

independent character. In addition, as described in more

detail in the biographies in “Nominees for Election of

Directors”, the independent Lead Director and the

independent directors have substantial experience with

public company management and governance, in

general, and the Company, in particular. This structure

facilitates the continued strong communication and

coordination between management and the Board and

enables the Board to fulfill its risk oversight

responsibilities. A complete description of the role of the

independent Lead Director is set forth in our Governance

Guidelines.

CORPORATE GOVERNANCE


12	The Travelers Companies, Inc. \| 2024 Proxy Statement

Committees of the Board and Meetings

There are six standing committees of the Board: the Audit Committee; the Compensation Committee; the Executive

Committee; the Investment and Capital Markets Committee; the Nominating and Governance Committee; and the Risk

Committee.

The Board has adopted a written charter for each of these committees, copies of which are posted on our website at

www.travelers.com under “Investors: Corporate Governance: Governance Documents”. Each committee reviews its

charter annually and, when appropriate, presents to the Nominating and Governance Committee and the Board any

recommended amendments for consideration and approval.

Executive sessions of the Board are chaired by the independent Lead Director. Each of the committees also meets

regularly in executive session.



DIRECTOR INDEPENDENCE •The Board has determined that each person nominated for election at the Annual Meeting is independent, other than Mr. Schnitzer, who currently serves as our Chairman and Chief Executive Officer. •Each committee of the Board, other than the Executive Committee on which Mr. Schnitzer serves, is composed solely of independent directors, consistent with our Governance Guidelines, the applicable New York Stock Exchange (“NYSE”) listing standards and the applicable rules of the SEC.	BOARD MEETINGS AND ATTENDANCE •The Board held five meetings in 2023. •Each director attended 75% or more of the total number of meetings of the Board and of the committees on which each such director served during 2023. •Directors are encouraged and expected, but not required, to attend each annual meeting of shareholders. All of the directors serving at the time of last year’s annual meeting attended last year’s annual meeting of shareholders.

Audit Committee



MEMBERS ALL INDEPENDENT	Alan L. Beller Russell G. Golden	Patricia L. Higgins William J. Kane (Chair)	Todd C. Schermerhorn Laurie J. Thomsen Bridget van Kralingen	Meetings in 2023: 10

FINANCIAL LITERACY AND FINANCIAL EXPERTISE

The Board has determined that all members of the Audit

Committee meet the financial literacy requirements of the

NYSE. The Board also has determined that Mr. Kane’s

extensive experience as an audit partner with Ernst &

Young for 25 years qualifies him as an audit committee

financial expert. In addition, the Board designated Mr.

Schermerhorn as an audit committee financial expert

after considering his experience as Senior Vice President

and Chief Financial Officer with C. R. Bard, Inc. from

2003 to 2012, his service as Vice President and

Treasurer of C. R. Bard, Inc. from 1998 to 2003 and his

service on the audit committees of other public

companies. The Board also designated Ms. Higgins as an

audit committee financial expert after considering her

experience as Chief Executive Officer of Switch and Data

Facilities, Inc., during which she supervised its principal

financial officer, and her experience serving as an audit

committee financial expert of other public companies. In

addition, the Board designated Mr. Golden as an audit

committee financial expert after considering his

experience as Chairman of the Financial Accounting

Standards Board and his extensive experience as an

audit partner with Deloitte & Touche.

PRIMARY RESPONSIBILITIES

The responsibilities of the Audit Committee include

the following:

•assist the Board in exercising its oversight of the

Company’s accounting and financial reporting process

and audits of the Company’s financial statements;

•appoint our independent registered public accounting

firm and review its qualifications, performance

and independence;

•review and pre-approve the audit and permitted non-

audit services and proposed fees of the independent

registered public accounting firm;

•review the adequacy of the work performed by our

internal audit group;

•review reports from management, the internal auditors

and the independent registered public accounting firm

with respect to the adequacy of the Company’s internal

controls; and

•oversee the Company’s compliance with legal and

regulatory requirements.

With respect to reporting and disclosure matters, the

duties and responsibilities of the Audit Committee include

reviewing our audited financial statements and

recommending to the Board that they be included in our

Annual Report on Form 10-K in accordance with

applicable rules and regulations of the SEC.

CORPORATE GOVERNANCE


2024 Proxy Statement \| The Travelers Companies, Inc.	13

Compensation Committee



MEMBERS ALL INDEPENDENT	Janet M. Dolan Thomas B. Leonardi	Clarence Otis Jr. (Chair) Elizabeth E. Robinson	Philip T. Ruegger III Rafael Santana	Meetings in 2023: 5

In addition to satisfying all other applicable independence

requirements, all members of the Compensation

Committee qualify as “non-employee directors” for

purposes of Rule 16b-3 under the Securities Exchange

Act of 1934, as amended (the “Exchange Act”).

PRIMARY RESPONSIBILITIES

The responsibilities of the Compensation Committee

include the following:

•review and approve the performance goals and

objectives for our CEO and those members of our

Management Committee who are executive officers or

report directly to the CEO (together with the CEO, the

“Committee Approved Officers”);

•review the performance and approve the salaries and

incentive compensation of the Committee

Approved Officers;

•review and approve policies with respect to perquisites

of the CEO and other members of management;

•approve and monitor compliance with stock ownership

guidelines applicable to the CEO and other members

of management;

•review and approve our compensation philosophy and

objectives and recommend to the Board for approval

compensation and benefit programs determined by the

Compensation Committee to be appropriate;

•review the operation of our overall compensation

program to evaluate its objectives and its execution

and recommend to the Board steps to modify our

compensation programs to better conform them with

the established compensation objectives;

•review and approve any new equity compensation

plans and material amendments to existing plans

where shareholder approval has not been obtained

and oversee management’s administration of such

plans;

•review our regulatory compliance with respect to

compensation matters;

•review and approve any policies with respect to

recovery of incentive-based compensation applicable

to the CEO and other members of management;

•review and approve any severance or similar

termination payments proposed to be made to any

current or former executive officer;

•review and approve all stock option, restricted stock,

restricted stock unit, performance share and similar

stock-based grants;

•conduct an independence assessment prior to

selecting any compensation consultant, legal counsel

or other adviser that will provide advice to the

Compensation Committee; and

•evaluate, at least annually, whether any work provided

by the Compensation Committee’s compensation

consultant raised any conflict of interest.

With respect to reporting and disclosure matters, the

responsibilities of the Compensation Committee include

reviewing and discussing the “Compensation Discussion

and Analysis” with management and recommending to

the Board that it be included in our annual proxy

statement and Annual Report on Form 10-K in

accordance with applicable rules and regulations of the

SEC. The Compensation Committee may, in its

discretion, delegate any of its responsibilities to a

subcommittee of the Compensation Committee.

ESTABLISHMENT OF ANNUAL BONUS AND EQUITY

AWARDS

The Compensation Committee approves the individual

salary, annual bonus and equity awards for the

Committee Approved Officers. In addition, the

Compensation Committee approves the aggregate

annual bonuses and equity awards to employees who are

not Committee Approved Officers.

The Compensation Committee considered

recommendations from the CEO regarding compensation

for each of the executive officers named in the “Summary

Compensation Table” and other Committee

Approved Officers.

DELEGATION OF AUTHORITY FOR “OFF-CYCLE”

EQUITY GRANTS

The Compensation Committee has delegated limited

authority to the CEO to make equity grants outside of the

annual equity grant process, or “off-cycle grants”, to

employees and new hires who are not Committee

Approved Officers. The delegation is subject to maximum

grant date values of equity that can be granted to any one

person. These grants can only be made on the grant

dates established by our Governance Guidelines for “off-

cycle” equity awards. Any grants made “off-cycle” are

reported to the Compensation Committee at the next

regularly scheduled quarterly meeting following such

awards.

COMPENSATION CONSULTANT

The Compensation Committee has the authority under its

charter to retain outside consultants or advisors as it

deems necessary or advisable. In accordance with this

authority, the Compensation Committee has engaged

Frederic W. Cook & Co. (“FW Cook”) as its independent

outside compensation consultant to provide it with

objective and expert analyses, advice and information

with respect to executive compensation. All executive

compensation services provided by FW Cook are

conducted under the direction or authority of the

Compensation Committee, and all work performed

CORPORATE GOVERNANCE


14	The Travelers Companies, Inc. \| 2024 Proxy Statement

by FW Cook must be pre-approved by the Compensation

Committee or the Chair of the Compensation Committee.

Neither FW Cook nor any of its affiliates maintains

any other direct or indirect business relationships with the

Company or any of its affiliates, other than advising the

Nominating and Governance Committee with respect to

non-employee director compensation. In November 2023,

the Compensation Committee evaluated whether any

work provided by FW Cook raised any conflict of interest

and determined that it did not.

As requested by the Compensation Committee, FW

Cook’s services to the Compensation Committee in 2023

included, among other things:

•advising with respect to the Compensation Committee

meeting materials;

•evaluating potential changes to incentive plans;

•advising with respect to individual compensation for the

Committee Approved Officers;

•reviewing and discussing possible aggregate levels of

corporate-wide bonus payments and equity awards;

•preparing comparative analyses of executive

compensation levels and design at peer group

companies;

•advising as to how actions taken by the Compensation

Committee compare to the pay and performance of our

peer group companies; and

•advising in connection with the preparation of certain of

the information included in the proxy statement.

An FW Cook representative participated in each of the

five Compensation Committee meetings in 2023.

In addition to the independent outside compensation

consultant discussed above, our corporate staff (including

Finance, Human Resources and Legal staff members)

supports the Compensation Committee in its work. Other

than with respect to the CEO’s recommendations

regarding compensation to be paid to the other

Committee Approved Officers, no executive officer

determines or recommends to the Compensation

Committee the amount or form of executive

compensation to be paid to an executive officer.

Executive Committee



MEMBERS	William J. Kane Clarence Otis Jr.	Elizabeth E. Robinson Philip T. Ruegger III	Todd C. Schermerhorn Alan D. Schnitzer (Chair)	Meetings in 2023: 0

PRIMARY RESPONSIBILITIES

The Board has granted to the Executive Committee,

subject to certain limitations set forth in its charter, the

broad responsibility of exercising the authority of the

Board in the oversight of our business during the

intervals

between Board meetings in order to provide a degree of

flexibility and ability to respond to time-sensitive business

and legal matters. The Executive Committee meets only

as necessary.

Investment and Capital Markets Committee



MEMBERS ALL INDEPENDENT	Janet M. Dolan Thomas B. Leonardi	Clarence Otis Jr. Elizabeth E. Robinson (Chair)	Philip T. Ruegger III Rafael Santana	Meetings in 2023: 5

PRIMARY RESPONSIBILITIES

The Investment and Capital Markets Committee assists

the Board in exercising its oversight of the Company’s

management of its investment portfolios (including credit

risk monitoring) and certain financial affairs of the

Company, and its responsibilities include the following:

•monitor the Company’s financial structure and approve

or recommend appropriate Board action with respect to

debt and equity financing;

•review and recommend appropriate Board action with

respect to the Company’s capital management policies

and activities, including repurchases of Company

securities, dividends and stock splits;

•monitor the Company’s capital needs and financing

arrangements, the Company’s ability to access capital

markets (including the Company’s debt ratings) and

management’s financing plans;

•review and approve or recommend appropriate Board

action with respect to transactions exceeding certain

dollar thresholds, including the establishment of bank

lines of credit or letters of credit, certain purchases and

dispositions of real property, and acquisitions and

divestitures of assets;

•review reports of management regarding material

transactions approved by officers of the Company

pursuant to authority granted to such officers;

•review and approve capital expenditure budgets not

otherwise approved by the Board;

•review the Company’s policies and procedures for

investment risk management and monitor the credit

risk of the Company’s investment portfolios; and

•monitor the Company’s financial strategies regarding

risk (currency and interest rate exposure and use of

derivatives).

CORPORATE GOVERNANCE


2024 Proxy Statement \| The Travelers Companies, Inc.	15

Nominating and Governance Committee



MEMBERS ALL INDEPENDENT	Janet M. Dolan Thomas B. Leonardi	Clarence Otis Jr. Elizabeth E. Robinson	Philip T. Ruegger III (Chair) Rafael Santana	Meetings in 2023: 4

PRIMARY RESPONSIBILITIES

The responsibilities of the Nominating and Governance

Committee include the following:

•establish criteria for the selection of candidates to

serve on the Board;

•identify and recommend director candidates for

election or re-election to the Board;

•identify and recommend directors for appointment to

serve on the committees of the Board and as chair of

such committees;

•recommend adjustments, from time to time, to the size

of the Board or of any Board committee;

•establish procedures for the annual evaluation of

Board and director performance;

•oversee continuing education of directors;

•review the director compensation program and policies

and recommend changes to the Board;

•establish and review our Governance Guidelines;

•review the Code of Business Conduct and Ethics (the

“Code of Conduct”) applicable to directors and

employees and recommend changes to the Board

when appropriate;

•develop and recommend to the Board standards for

determining the independence of directors and the

absence of material relationships between the

Company and a director;

•review succession plans for our CEO and the direct

reports to the CEO;

•review and approve or ratify all related person

transactions under our Related Person

Transaction Policy;

•review the Company’s public policy initiatives;

•review and discuss with the Company’s head of

Government Relations the Company’s participation in

the political process, including political contributions

and lobbying expenditures;

•review and discuss with the Company’s senior

management the Company’s strategies and initiatives

relating to diversity and inclusion;

•review the Company’s strategies and initiatives relating

to community relations and charitable giving; and

•recommend to the Board any guidelines for the

removal of directors, as it determines appropriate.

Risk Committee



MEMBERS ALL INDEPENDENT	Alan L. Beller Russell G. Golden	Patricia L. Higgins William J. Kane	Todd C. Schermerhorn (Chair) Laurie J. Thomsen Bridget van Kralingen	Meetings in 2023: 4

PRIMARY RESPONSIBILITIES

The Risk Committee assists the Board in exercising its

oversight of the Company’s operational activities and the

identification and review of those risks that could have a

material impact on us, and its responsibilities include

oversight of management’s risk management activities in

the following areas:

•our enterprise risk management program;

•the underwriting of insurance;

•the settlement of claims;

•the management of catastrophe exposure;

•the retention of insured risk and appropriate levels and

types of reinsurance;

•the credit risk in our insurance operations and ceded

reinsurance program;

•our information technology operations, including cyber

risk and information security; and

•the business continuity and executive crisis

management for the Company and its business

operations.

CORPORATE GOVERNANCE


16	The Travelers Companies, Inc. \| 2024 Proxy Statement

Board and Committee Evaluations

Every year, the Board and each of its committees

evaluate and discuss their respective performance and

effectiveness, as required by the Governance Guidelines.

These evaluations cover a wide range of topics,

including, but not limited to, the fulfillment of the Board

and committee responsibilities identified in the

Governance Guidelines and committee charters. The

evaluations address the Board’s knowledge and

understanding of, and performance with respect to, the

Company’s business, strategy, values and mission, the

appropriateness of the Board’s structure and

composition, the communication among the directors and

between the Board and management and the Board’s

meeting process. Each committee reviews, among other

topics, how the committee has satisfied the

responsibilities contained in its charter in the past year as

well as the organization of the committee, the committee

meeting process and the committee’s oversight. Each

committee reports the results of its evaluation to the

Board.

Director Nominations

Process and Criteria Generally

The Nominating and Governance Committee is

responsible for recommending to the Board nominees for

election as director, and the Board is responsible for

selecting nominees for election.

The Nominating and Governance Committee and the

Board seek to ensure that the Board is composed of

members whose particular expertise, qualifications,

attributes and skills, when taken together, allow the Board

to satisfy its oversight responsibilities effectively. Our

Governance Guidelines specify that, when selecting new

nominees, the Board should consider the following

criteria:

•personal qualities and characteristics, including the

individual’s demonstrated personal and professional

integrity, ethics, and values;

•the individual’s significant accomplishments,

experience and reputation in the business community;

•current knowledge in the Company’s industry or other

industries relevant to the Company’s business;

•ability and willingness to commit adequate time to

Board and committee matters;

•the fit of the individual’s skills, expertise and

personality with those of other directors and potential

directors in building a Board that is effective,

responsive to the needs of the Company and collegial;

and

•diversity of viewpoints, background, experience and

other demographics.

The evaluation of these criteria involves the exercise of

careful business judgment. Accordingly, although the

Nominating and Governance Committee and the Board at

a minimum assess each candidate’s ability to satisfy any

applicable legal requirements or listing standards, his or

her strength of character, judgment, working style,

specific areas of expertise and his or her ability and

willingness to commit adequate time to Board and

committee matters, the Nominating and Governance

Committee and the Board do not have specific minimum

qualifications that are applicable to all director

candidates.

Diversity

As discussed above, the Nominating and Governance

Committee and the Board include diversity of “viewpoints,

background, experience and other demographics” as part

of several criteria that they consider in connection with

selecting candidates for the Board. While neither the

Board nor the Nominating and Governance Committee

has a formal diversity policy, one of many factors that the

Board and the Nominating and Governance Committee

carefully consider is the importance to the Company of

racial/ethnic and gender diversity in board composition.

Moreover, when considering director candidates, the

Nominating and Governance Committee and the Board

seek individuals with backgrounds and qualities that,

when combined with those of our incumbent directors,

enhance the Board’s effectiveness and, as required by

the Governance Guidelines, result in the Board having “a

broad range of skills, expertise, industry knowledge,

diversity of opinion and contacts relevant to the

Company’s business”. As part of its annual self-

evaluation, the Board assesses and confirms compliance

with this governance guideline.

Director Search

In identifying prospective director candidates for the

Board, the Nominating and Governance Committee may

seek referrals from other members of the Board,

management, shareholders and other sources. The

Nominating and Governance Committee also may, but

need not, retain a professional search firm in order to

assist it in these efforts. The Nominating and Governance

Committee and the Board utilize the same criteria for

evaluating candidates regardless of the source of the

referral. Mr. Williams, who has been nominated by the

Board for election at the Annual Meeting, was initially

identified as a candidate for the Board of Directors by one

of the Company’s independent directors. After reviewing

Mr. Williams qualifications, in light of the skills and

qualifications appropriate for the Board, each of our CEO,

Chair of the Nominating and Governance Committee and

independent Lead Director met with Mr. Williams.

CORPORATE GOVERNANCE


2024 Proxy Statement \| The Travelers Companies, Inc.	17

Members of the Nominating and Governance Committee

met with Mr. Williams and discussed his potential

nomination at a meeting of the Nominating and

Governance Committee and voted unanimously to

recommend Mr. Williams to the Board of Directors as a

nominee. Mr. Williams met with the Board prior to his

nomination for election by the shareholders. No fees

were paid with respect to the nomination of Mr. Williams.

Shareholder Recommendations

The Nominating and Governance Committee will consider

director candidates recommended by shareholders.

Shareholders wishing to propose a candidate for

consideration may do so by submitting the proposed

candidate’s full name and address, resume and

biographical information to the attention of the

Corporate Secretary, The Travelers Companies, Inc.,

485 Lexington Avenue, New York, New York 10017. All

recommendations for nomination received by the

Corporate Secretary that satisfy our bylaw requirements

relating to such director nominations will be presented to

the Nominating and Governance Committee for

its consideration.

Proxy Access

Our bylaws permit a shareholder, or a group of up to 20

shareholders, that has continuously owned for three

years at least 3% of the Company’s outstanding common

shares, to nominate and include in the Company’s annual

meeting proxy materials up to the greater of two directors

or 20% of the number of directors serving on the Board,

provided that the shareholder(s) and the nominee(s)

satisfy the requirements specified in our bylaws, which

are posted on our website at www.travelers.com.

Shareholder requests to include shareholder-nominated

directors in the Company’s proxy materials for the 2025

annual meeting of shareholders must be received by the

Company no earlier than November 3, 2024, and no later

than December 3, 2024.

RECENT BOARD REFRESHMENT




SINCE 2021: 4 new independent directors	1 new woman director	1 new ethnically diverse director	2021	2022		2023
SINCE 2021: 4 new independent directors	1 new woman director	1 new ethnically diverse director	Thomas Leonardi	Rafael Santana	Bridget van Kralingen	Russell G. Golden

Specific Considerations Regarding the 2024 Nominees

In considering the 11 director nominees named in this

Proxy Statement and proposed for election at the Annual

Meeting, the Nominating and Governance Committee and

the Board evaluated and considered, among other

factors:

•each nominee’s experiences, qualifications, attributes

and skills, in light of the Governance Guidelines’

criteria for nomination, including the specific skills

identified by the Board as relevant to the Company;

•the ability and willingness to commit adequate time to

Board and committee matters;

•the diversity of viewpoints, background, experience

and other demographics of the director nominees;

•the contributions of those directors recommended for

re-election in the context of the Board self-evaluation

process and other needs of the Board;

•the tenure of individual directors;

•the mix of long-serving and new directors on the

Board; and

•the specific needs of the Company given its business

and industry.

The Board and the Nominating and Governance

Committee, in considering each nominee, principally

focused on the background and experiences of the

nominee, as described in the biographies in “Nominees

for Election of Directors” in Item 1 – Election of Directors.

The Board and the Nominating and Governance

Committee considered that each nominee has experience

serving in senior positions with significant responsibility,

where each has gained valuable expertise in a number of

areas relevant to the Company and its business. The

Board and the Nominating and Governance Committee

also considered that a number of directors have gained

valuable experience and skills through serving as a

director of other public and private companies. The

nominees represent a broad range of expertise,

experience, viewpoints and backgrounds, as well as a

mix of tenure of service on the Board. The independence,

age, tenure and diversity of the nominees as a group are

as follows:

CORPORATE GOVERNANCE


18	The Travelers Companies, Inc. \| 2024 Proxy Statement

INDEPENDENCE

10 of 11

AGE

~62 years average

TENURE

~6 years average

DIVERSITY

~55% diverse

Director Age Limit

The Governance Guidelines provide that no person who

will have reached the age of 74 on or before the date of

the next annual shareholders meeting will be nominated

for election at that meeting without an express waiver by

the Board.

The Board believes that waivers of this policy should not

be automatic and should be based upon the needs of the

Company and the individual attributes of the director.

Director Independence and Independence Determinations

Under our Governance Guidelines and NYSE rules, a

director is not independent unless the Board affirmatively

determines that he or she does not have a direct or

indirect material relationship with the Company. In

addition, the director must meet the bright-line test for

independence set forth by the NYSE rules.

The Board has established categorical standards of

director independence to assist it in making

independence determinations. These standards, which

are included in our Governance Guidelines, set forth

certain relationships between the Company and the

directors and their immediate family members, or entities

with which they are affiliated, that the Board, in its

judgment, has determined to be material or immaterial in

assessing a director’s independence. The Nominating

and Governance Committee annually reviews the

independence of all directors and reports its

determinations to the full Board.

In the event a director has a relationship with the

Company that is relevant to his or her independence and

is not addressed by the categorical independence

standards, the independent members of the Board

determine in their judgment whether such relationship is

material.

Our Governance Guidelines require that:

•all members of the Audit Committee, the

Compensation Committee and the Nominating and

Governance Committee be independent; and

•no more than two members of the Board may

concurrently serve as officers of the Company.

The Board, upon recommendation of its Nominating and

Governance Committee, has determined that all of its

current directors and director nominees are independent,

other than our Chairman and Chief Executive Officer, Mr.

Alan Schnitzer. Consequently, assuming election of all

the nominees included in this Proxy Statement,

approximately 91% of the directors on the Board will be

independent.

In making its independence determinations, the

Nominating and Governance Committee and the Board

reviewed various commercial, charitable and employment

transactions and relationships (including those identified

through annual directors’ questionnaires) that exist

between us and our subsidiaries and the entities with

which certain of our directors or members of their

immediate families are, or have been, affiliated and

determined that the transactions identified were not

material and did not affect the independence of any of our

non-employee directors under either the Company’s

Governance Guidelines or the applicable NYSE rules.

CORPORATE GOVERNANCE


2024 Proxy Statement \| The Travelers Companies, Inc.	19

Sustainability and Risk Management

Sustained Value Creation

At Travelers, our simple and unwavering mission for

creating shareholder value is to: deliver superior core

return on equity by leveraging our competitive

advantages; generate earnings and capital substantially

in excess of our growth needs; and thoughtfully rightsize

capital and grow book value per share over time.

Executing our long-term strategy requires that we fulfill

what we call “The Travelers Promise” — our promise to

take care of our customers, our communities and our

employees, agents and brokers. For this reason, we take

an integrated approach to sustained value creation.

We regularly engage with our investors, customers,

employees, agents and brokers, regulators, rating

agencies and other stakeholders on business issues and

environmental, social and governance (“ESG”) topics.

We also provide robust and detailed disclosure on our

website, https://sustainability.travelers.com, updated on

an annual basis, with respect to our comprehensive

approach to creating shareholder value over time and the

many Travelers initiatives that contribute to our

sustainability. Our sustainability reporting is generally

aligned with the Sustainability Accounting Standards

Board (“SASB”) Insurance (FN-IN) Industry Standard

(maintained by the International Financial Reporting

Standards (IFRS) Foundation), the recommendations of

the Task Force on Climate-related Financial Disclosures

(“TCFD”) and the Global Reporting Initiative Standards. In

addition, our approach to reporting is informed by the

Integrated Reporting Framework (maintained by the IFRS

Foundation).

Our sustainability reporting is focused on 16 topics that

we have determined, through extensive engagements

with our investors as well as a formal prioritization

exercise, to be most relevant to our industry, our business

and our stakeholders.



•Business Strategy & Competitive Advantages •Capital and Risk Management •Climate Strategy •Community •Customer Experience •Data Privacy & Cybersecurity •Disaster Preparedness & Response •Diversity & Inclusion	•Eco-Efficient Operations •Ethics & Responsible Business Practices •Governance Practices •Human Capital Management •Innovation •Investment Management •Public Policy •Safety & Health

Oversight of Corporate Strategy,

Sustainability/ESG and Allocation of

Risk Oversight

The Board regularly reviews the Company’s long-term

business strategy and works with management to set the

short-term and long-term strategic objectives of the

Company and to monitor progress on those objectives. In

setting and monitoring strategy, the Board, along with

management, considers the risks and opportunities that

impact the long-term sustainability of the Company’s

business model, including risks and opportunities often

labeled as “ESG”. The Board also considers whether the

strategy is consistent with the Company’s risk appetite.

The Board regularly reviews the Company’s progress

with respect to its strategic goals, the risks that could

impact the long-term sustainability of our business and

the related opportunities that could enhance the

Company’s long-term sustainability. The Board oversees

these efforts in part through its various committees based

on each Committee’s responsibilities and expertise. Each

Committee regularly reports to the Board regarding its

areas of responsibility.

The Board has allocated and delegated risk oversight

responsibility to various committees of the Board in

accordance with the following principles:

CORPORATE GOVERNANCE


20	The Travelers Companies, Inc. \| 2024 Proxy Statement


Committee	Responsible for Oversight of:
Audit	•Risks related to the integrity of the Company’s financial statements, including oversight of financial reporting principles and policies and internal controls. •The Company’s process for establishing insurance reserves. •Risks related to regulatory and compliance matters.


Compensation	•Certain human capital management matters, including the Company’s compensation and pay-for-performance philosophy, compensation program objectives and practices designed to ensure equitable pay across the organization. •Risks related to the Company’s compensation programs, including with respect to formulation and administration of those programs and regulatory compliance with respect to compensation matters.


Investment and Capital Markets	•Risks related to the Company’s investment portfolio (including valuation and credit risks), capital structure, financing arrangements and liquidity.


Nominating and Governance	•Risks related to corporate governance matters, including director independence and related person transactions. •Certain human capital management matters, including the Company’s succession planning, the employee code of conduct and workforce diversity and inclusion efforts; public policy initiatives; and community relations.


Risk	•The Company’s Enterprise Risk Management activities. •Risks related to the Company’s business operations, including insurance underwriting and claims; reinsurance; catastrophe risk and the impact of changing climate conditions; credit risk in insurance operations; and information technology, including cybersecurity. •The Company’s business resiliency planning.

Each committee is also responsible for monitoring reputational risk to the extent arising out of its area of responsibility.

As a result, each committee charter contains specific risk

oversight functions delegated by the Board, consistent

with the principles set forth above. In that way, monitoring

of strategic objectives, risk oversight responsibilities and

oversight of the Company’s sustainability more generally

are shared by all committees of the Board, with each

committee assigned responsibility for oversight of matters

most applicable to its charter responsibilities and meeting

regularly with management members responsible for

such matters. Further, we believe that allocating

responsibility to a committee with relevant knowledge and

experience improves the oversight of risks and

opportunities.

The allocation of risk oversight responsibility may change,

from time to time, based on the evolving needs of the

Company. On at least an annual basis, the Board reviews

significant risks that management, through its Enterprise

Risk Management efforts, has identified. The Board then

evaluates, and may change, the allocation among the

various committees of oversight responsibility for each

identified risk. Further, each committee periodically

reports to the Board on its risk oversight activities. In

addition, at least annually, the Company’s Chief Risk

Officer conducts a review of the interrelationships of risks

and reports the results to the Risk Committee and the

Board. These reports and reviews are intended to inform

the Board’s annual evaluation of the allocation of risk

oversight responsibility.

Enterprise Risk Management

Enterprise Risk Management (“ERM”) is a Company-wide

initiative that involves the identification and assessment

of a broad range of risks that could affect our ability to

fulfill our business objectives as well as the development

of plans to mitigate their effects. Our Board of Directors

oversees our ERM process. The Risk Committee and the

other committees of the Board, as well as our separate

management-level enterprise risk and underwriting risk

committees, are key elements of our ERM structure and

help to establish and reinforce our strong culture of risk

management. For example, having both a Board Risk

Committee that oversees operational risks and our ERM

activities, and a management-level enterprise risk

committee that reports regularly to the Board Risk

Committee, enables a high degree of coordination

between management and the Board.

We describe our ERM function in more detail in our

Annual Report on Form 10-K, under “Business—

Enterprise Risk Management” and on the Capital and

Risk Management section of our sustainability website.

We also discuss the alignment of our executive

compensation with our risk management below.

CORPORATE GOVERNANCE


2024 Proxy Statement \| The Travelers Companies, Inc.	21

Risk Management and Compensation

Our compensation structure is intended to encourage a

careful balance of risk and reward, both on an individual

risk basis and in the aggregate on a Company-wide

basis, and promote a long-term perspective.

As discussed in more detail under “Compensation

Discussion and Analysis” in this Proxy Statement,

consistent with our goal of achieving a core return on

equity in the mid-teens over time, the Compensation

Committee selected adjusted core return on equity as the

quantitative performance measure for the performance

share portion of our stock-based long-term incentive

program and as a material factor, although not the only

factor, in determining amounts paid under our annual

cash bonus program. Because core return on equity is a

function of both core income and shareholders’ equity, it

encourages senior executives, as well as other

employees with management responsibility, to focus on a

variety of performance objectives that are important for

creating shareholder value, including the quality and

profitability of our underwriting and investing activities and

capital management.

In addition, the long-term nature of our stock-based

incentive awards (which generally do not vest until three

years after the award is granted), our significant

executive stock ownership requirements and the fact that

more than 50% of our named executive officers’ total

direct compensation in the aggregate was in the form of

stock-based long-term incentives, all encourage prudent

enterprise risk management and discourage excessive

risk taking to achieve short-term gains.

Moreover, neither the long-term incentive awards nor

annual cash bonuses require growth in revenues or

earnings in order for our executives to be rewarded, and

none of our executives are paid based on a formulaic

percentage of revenues or profits. As a result of this and

the mix of short- and long-term performance criteria

across our compensation programs, among other factors,

we believe that our compensation practices and policies

are not reasonably likely to have a material adverse effect

on the Company.

Furthermore, the Compensation Committee’s

independent compensation consultant evaluates and

advises the Compensation Committee as to the design

and risk implications of our incentive plans and other

aspects of our compensation programs to ensure that the

mix of compensation, the balance of performance

measures and the overall compensation framework all

support our short-and long-term objectives.

Dating and Pricing of Equity Grants

The Board has adopted a governance guideline

establishing fixed grant dates for the grant of equity

awards made at times other than at a regularly scheduled

meeting of the Compensation Committee, so as to avoid

the appearance that equity grant dates have been

established with a view to benefiting recipients due to the

timing of material public announcements. The

Compensation Committee typically makes annual awards

of equity at its first regularly scheduled meeting of the

year, which is usually held in early February. This meeting

date is typically set a few years in advance as part of the

Board’s annual calendar of scheduled meetings.

In addition, to further ensure the integrity of our equity

awards process, the Compensation Committee requires

that the exercise price of all stock options granted, and

the fair value of all equity awards made, must be

determined by reference to the closing price for a share

of our common stock on the NYSE on the date of any

such grant or award. Under the Company’s stock plans,

the Compensation Committee may not take any action

with respect to any stock option that would be treated as

a “repricing” of such stock option, unless such action is

approved by the Company’s shareholders in accordance

with applicable rules of the NYSE.

Code of Business Conduct and Ethics

We maintain a Code of Business Conduct and Ethics,

which is applicable to all of our directors, officers and

employees, including our CEO, Chief Financial Officer,

Controller and other senior financial officers. The Code of

Conduct provides a framework for sound ethical business

decisions and sets forth our expectations on a number of

topics, including conflicts of interest, compliance with

laws, use of our assets and business ethics. The Code of

Conduct may be found on our website at

www.travelers.com under “Investors: Corporate

Governance: Code of Conduct”. Our Chief Ethics and

Compliance Officer is responsible for overseeing

compliance with the Code of Conduct as part of fulfilling

her responsibility for overseeing our ethics and

compliance functions throughout the organization. Our

Chief Ethics and Compliance Officer also assists in the

communication of the Code of Conduct and oversees

employee education regarding its requirements through

the use of global, computer-based training, supplemented

with focused in-person sessions where appropriate. All

employees and directors are required to certify annually

that they have reviewed, understand and agree to comply

with the contents of the Code of Conduct.

CORPORATE GOVERNANCE


22	The Travelers Companies, Inc. \| 2024 Proxy Statement

Ethics Helpline

We maintain an Ethics Helpline, which is administered by

an independent third party, through which employees can

report integrity concerns or seek guidance regarding a

policy or procedure. The Ethics Helpline is available

seven days a week, 24 hours a day and can be accessed

by individuals online or through a toll-free number. In

either case, employees can report concerns

anonymously. We maintain a formal non-retaliation policy

that prohibits retaliation against, or discipline of, an

employee who raises an ethical concern in good faith.

Trained professionals investigate each concern and,

where appropriate, escalate the concern internally. Any

ethics- or compliance-related issues are addressed by

the Ethics and Compliance Office. Our Chief Ethics and

Compliance Officer provides the Audit Committee with

quarterly summaries of matters reported through the

Ethics Helpline and more frequent compliance updates as

appropriate. Additionally, the Audit Committee receives

reports on all matters reported to the Chief Ethics and

Compliance Officer that involve accounting, internal

control or audit matters, or any fraud involving persons

with a significant role in our internal controls.

Communications with the Board

As described on our website at www.travelers.com,

interested parties, including shareholders, who wish to

communicate with a member or members of the Board,

including the Lead Director of the Board, the Nominating

and Governance Committee, the non-employee directors

as a group or the Audit Committee may do so by

addressing their correspondence as follows: if intended

for the full Board or one or more non-employee directors,

to the Lead Director; if intended for the Lead Director, to

the Lead Director; and if intended for the Audit

Committee or the Nominating and Governance

Committee, to the Chair of such Committee.

All such correspondence should be sent c/o Corporate

Secretary, The Travelers Companies, Inc., 385

Washington Street, Saint Paul, Minnesota 55102. The

office of the Corporate Secretary will forward such

correspondence as appropriate.

Transactions with Related Persons

General

The Board has adopted a written Related Person

Transaction Policy to assist it in reviewing, approving and

ratifying related person transactions and to assist us in

the preparation of related disclosures required by the

SEC. This Related Person Transaction Policy

supplements our other policies that may apply to

transactions with related persons, such as our

Governance Guidelines and Code of Conduct.

The Related Person Transaction Policy provides that all

related person transactions covered by the policy are

prohibited, unless approved or ratified by the Board or by

the Nominating and Governance Committee. Our

directors and executive officers are required to provide

prompt and detailed notice of any potential Related

Person Transaction (as defined in the policy) to the

Corporate Secretary, who in turn must promptly forward

such notice and information to the Chair of the

Nominating and Governance Committee and to our

counsel for analysis, to determine whether the particular

transaction constitutes a Related Person Transaction

requiring compliance with the policy. The analysis and

recommendation of counsel are then presented to the

Nominating and Governance Committee for consideration

at its next regular meeting.

In reviewing Related Person Transactions for approval or

ratification, the Nominating and Governance

Committee will consider the relevant facts and

circumstances, including:

•the commercial reasonableness of the terms;

•the benefit (or lack thereof) to the Company;

•opportunity costs of alternate transactions;

•the materiality and character of the related person’s

interest, including any actual or perceived conflicts of

interest; and

•with respect to a non-employee director or nominee,

whether the transaction would compromise the

director’s independence under our Governance

Guidelines, the NYSE rules (including those applicable

to committee service) and Rule 10A-3 of the Exchange

Act, if such non-employee director serves on the

Audit Committee, or status as a “non-employee

director” under Rule 16b-3 of the Exchange Act, if

such non-employee director serves on the

Compensation Committee.

The Nominating and Governance Committee will not

approve or ratify a Related Person Transaction unless,

after considering all relevant information, it has

determined that the transaction is in, or is not inconsistent

CORPORATE GOVERNANCE


2024 Proxy Statement \| The Travelers Companies, Inc.	23

with, the best interests of the Company and

our shareholders.

Generally, the Related Person Transaction Policy applies

to any current or proposed transaction in which:

•the Company was or is to be a participant;

•the amount involved exceeds $120,000; and

•any related person had or will have a direct or indirect

material interest.

A copy of our Related Person Transaction Policy is

available on our website at www.travelers.com under

“Investors: Corporate Governance:

Governance Documents”.

In addition to the Related Person Transaction Policy, our

Code of Conduct requires that all employees, officers and

directors avoid any situation that involves or appears to

involve a conflict of interest between their personal and

professional relationships. Our Audit Committee provides

oversight regarding compliance with our Code of Conduct

and discusses any apparent conflicts of interest with

senior management. The policies of the Company also

require that all employees seek approval from our Chief

Ethics and Compliance Officer prior to accepting a

position as a director or officer of any unaffiliated for-profit

company or organization.

Third-Party Transactions

We engage many service providers, nationally and

internationally, as part of our daily business operations.

For more than 10 years, a number of our offices across

the country engaged GJ Sullivan Co. Reinsurance

(“GJS”) in connection with the placement of reinsurance

for the Company’s Business Insurance segment in the

ordinary course of business and on an arm’s-length

basis. In 2023, in connection with those reinsurance

placements, we estimate that GJS received commissions

from reinsurers of approximately $2.32 million in the

aggregate. Jeffrey P. Klenk is Executive Vice President

and President of our Bond & Specialty Insurance

segment, and his father-in-law, Mr. Jerry Sullivan, is

owner, Chairman and President of GJS. Mr. Klenk has

been an executive officer of the Company since

September 2021 and has not had, and has explicitly

recused himself from, any involvement with respect to our

engagement of, or payments to, GJS.

From time to time, institutional investors, such as large

investment management firms, mutual fund management

organizations and other financial organizations, become

beneficial owners (through aggregation of holdings of

their affiliates) of 5% or more of voting securities of the

Company and, as a result, are considered a “related

person” under the Related Person Transaction Policy.

These organizations may provide services to the

Company or its benefit plans. In addition, the Company

may provide insurance coverage to these organizations.

In 2023, the following transactions occurred with

investors who reported beneficial ownership of 5% or

more of the Company’s voting securities:

•In 2023, BlackRock, Inc. (“BlackRock”) paid premiums

of approximately $2.71 million for insurance policies

with subsidiaries of the Company in the ordinary

course of business and on substantially the same

terms as those offered to other customers, and

subsidiaries of the Company have paid, or may pay,

claims in the ordinary course of business in connection

with such insurance policies. In addition, an affiliate of

BlackRock provides investment management services

to the Company’s Canadian Savings Plan, and

pursuant to that agreement, the participants in the

Canadian Savings Plan paid management fees to

BlackRock in 2023. The investment management

agreement was entered into on an arm’s-length basis.

Also, in 2023, the Company paid approximately

$268,000 to a subsidiary of BlackRock for a software

license. The software license was entered into on an

arm’s-length basis, prior to the acquisition of the

subsidiary by BlackRock.

•In 2023, FMR LLC (“Fidelity”) paid premiums of

approximately $1.66 million for insurance policies with

subsidiaries of the Company in the ordinary course of

business and on substantially the same terms as those

offered to other customers, and subsidiaries of the

Company have paid, or may pay, claims in the ordinary

course of business in connection with such insurance

policies. Also, the Company has entered into

agreements on an arm’s-length basis with affiliates of

Fidelity for services related to certain of the Company’s

benefit plans. An affiliate of Fidelity serves as the

administrator of the Company’s equity compensation

programs under an agreement originally entered into

with the Company in November 2009. Pursuant to

such agreement, the Company paid such affiliate

approximately $145,000 in 2023. Further, an affiliate of

Fidelity has provided trust, recordkeeping and

administrative services for the 401(k) Savings Plan

since 1998. Pursuant to the current agreement for such

services, which was last restated in July 2022, Fidelity

was paid approximately $691,000 in 2023 for

recordkeeping of the 401(k) Savings Plan trust.

Participants in the 401(k) Savings Plan paid

management fees in 2023 to affiliates of Fidelity that

provide investment management services to funds

included in the 401(k) Savings Plan. In addition, an

affiliate of Fidelity provides administrative services for

health savings accounts for employees of the

Company under an agreement that became effective in

October 2013, and the Company paid approximately

$25,000 in fees for such services in 2023. Finally, the

Company paid approximately $7,400 in fees to

affiliates of Fidelity in 2023 for administrative services

under the Benefit Equalization Plan, Deferred

Compensation Plan and Executive Savings Plan, each

as defined below under “Post-Employment

CORPORATE GOVERNANCE


24	The Travelers Companies, Inc. \| 2024 Proxy Statement

Compensation”, and the Deferred Compensation Plan

for Non-Employee Directors, pursuant to agreements

that date back to December 1997.

•In 2023, an affiliate of State Street Corporation (“State

Street”) paid premiums of approximately $185,000 for

insurance policies with subsidiaries of the Company in

the ordinary course of business and on substantially

the same terms as those offered to other customers,

and subsidiaries of the Company have paid, or may

pay, claims in the ordinary course of business in

connection with such insurance policies. In addition,

State Street provides investment management

services to funds included in the 401(k) Savings Plan.

Participants in the 401(k) Savings Plan paid

management fees to such affiliate of State Street in

2023. The investment management agreement was

entered into on an arm’s-length basis.

•In 2023, The Vanguard Group (“Vanguard”) paid

premiums of approximately $1.69 million for insurance

policies with subsidiaries of the Company in the

ordinary course of business and on substantially the

same terms as those offered to other customers, and

subsidiaries of the Company have paid, or may pay,

claims in the ordinary course of business in connection

with such insurance policies. In addition, Vanguard

provides investment management services to funds

included in the qualified and non-qualified pension

plans and the 401(k) Savings Plan. In 2023, the

Company paid approximately $668,000 in

management fees to Vanguard in connection with

these plans and participants in the 401(k) Savings Plan

also paid management fees to Vanguard. The

investment management agreements were entered

into on an arm’s-length basis.

From time to time, an individual who is considered a

“related person” under the Related Person Transaction

Policy may purchase insurance policies from the

Company in the ordinary course of business and on

customary terms. A number of related persons currently

hold policies issued by the Company on terms available

to customers generally, in accordance with standard

underwriting guidelines.

•In October 2023, pursuant to a watercraft insurance

policy issued in the ordinary course and on customary

terms, a subsidiary of the Company made claim

payments totaling approximately $220,520 to Mr.

Ruegger and paid approximately $16,300 in expenses.

Mr. Ruegger’s policy was terminated in October 2023,

and no further payments will be made pursuant to such

policy.

CORPORATE GOVERNANCE


2024 Proxy Statement \| The Travelers Companies, Inc.	25

Non-Employee Director Compensation

The Nominating and Governance Committee of the Board

recommends to the full Board for approval the amount

and composition of Board compensation for non-

employee directors. Directors who are our employees are

not compensated for their service on the Board. In

accordance with the Company’s Governance Guidelines,

the Nominating and Governance Committee reviews the

significance and appropriateness of each of the

components of the Director Compensation Program at

least once every two years. The Compensation

Committee’s independent compensation consultant, FW

Cook, advises the Nominating and Governance

Committee with respect to director compensation.

The objectives of the Nominating and Governance

Committee are to compensate directors in a manner that

closely aligns the interests of directors with those of our

shareholders, to attract and retain highly qualified

directors and to structure and set total compensation in

such a manner and at such levels that will not call into

question any director’s objectivity. The Committee works

with its independent compensation consultant to ensure

that its compensation program is consistent with current

market practices. It is the Board’s practice to provide a

mix of cash and equity-based compensation to non-

employee directors, as discussed below.

Elements of Non-Employee Director Compensation


	Element		Timing
CASH
	Annual Retainer	Each non-employee director receives an annual retainer of $135,000.	Annual retainers and committee chair fees are paid in quarterly installments, in arrears at the end of each quarter, either: (1) in cash or (2) if the director so elects, in common stock units credited to his or her deferred compensation account (discussed under “Director Deferral Plan” below) and distributed at a later date designated by the director.

ADDITIONAL FEES
	Committee Chair Fees and Lead Director Retainer	The chairs of certain committees are paid additional fees in cash in connection with their services as follows: •Audit Committee - $35,000 •Compensation Committee - $30,000 •Nominating and Governance Committee - $25,000 •Investment and Capital Markets Committee - $25,000 •Risk Committee - $35,000 The Lead Director is paid an additional $50,000 annual cash retainer.

EQUITY
	Annual Deferred Stock Award	Under the Director Compensation Program, during 2023, each non-employee director nominated for re-election to the Board was awarded $180,000 in deferred stock units. The deferred stock units were granted under our Amended and Restated 2014 Stock Incentive Plan (the “2014 Stock Incentive Plan”) and vest in full one day prior to the date of the annual shareholder meeting occurring in the year following the year of the date of grant so long as the non-employee director continuously serves on the Board through that date. The value of deferred stock units rises or falls as the price of our common stock fluctuates in the market. Dividend equivalents (in an amount equal to the dividends paid on shares of our common stock) on the deferred stock units are deemed “reinvested” in additional deferred stock units. Directors are subject to a stock ownership target as described under “Director Stock Ownership” below. In May 2023, the Director Compensation Program was amended to increase the value of the annual deferred stock award to non-employee directors to $195,000 beginning with the 2024 award.	The accumulated deferred stock units, including associated dividend equivalents, in a director’s account are distributed in the form of shares of our common stock either in a lump sum or in annual installments, at the director’s election, beginning at least six months following termination of his or her service as a director.

CORPORATE GOVERNANCE


26	The Travelers Companies, Inc. \| 2024 Proxy Statement

Director Deferral Plan

In addition to receiving the annual deferred stock award

in the form of deferred stock units, non-employee

directors may elect to have all or any portion of their

annual retainer and any lead director or committee chair

fees paid in cash or deferred through our Deferred

Compensation Plan for Non-Employee Directors.

Deferrals of the annual retainer and any lead director or

committee chair fees are notionally “invested” in common

stock units. Any director who elects to have any of his or

her fees credited to his or her deferred compensation

plan account as common stock units will be deemed to

have purchased shares on the date the fees would

otherwise have been paid in cash, based on the closing

market price of our common stock on such date.

The value of common stock units rises or falls as the

price of our common stock fluctuates in the market. In

addition, dividend equivalents (in an amount equal to the

dividends paid on shares of our common stock) on the

units are deemed “reinvested” in additional common

stock units. The accumulated common stock units,

including associated dividend equivalents, in a director’s

account are distributed in the form of shares of our

common stock on pre-designated dates. Shares of

common stock issued in payment of the deferred fees are

awarded under our 2023 Stock Incentive Plan.

Director Stock Ownership

The Board believes its non-employee directors should

accumulate and retain a level of ownership of our equity

securities to align the interests of the non-employee

directors and the shareholders. Accordingly, the Board

has established an ownership target for each non-

employee director equal to four times the director’s most

recent annual deferred stock award. Each new director is

expected to meet or exceed this target within four years

of his or her initial election to the Board, except that, if the

annual deferred stock award for any of those four years is

less than the most recent previous annual deferred stock

award, the director is expected to meet or exceed the

higher target within five years of his or her initial election

to the Board.

All of our current non-employee directors have achieved

stock ownership levels in excess of the target amount or

have joined the board within the last five years and are

expected to meet the target within the required time

period. Non-employee directors currently receive more

than 50% of their annual board and committee

compensation in the form of deferred stock units. The

shares underlying these units are not distributed to a

director until at least six months after the director leaves

the Board. Accordingly, all of our non-employee directors

hold equity interests that they cannot sell for so long as

they serve on the Board and at least six

months afterwards.

CORPORATE GOVERNANCE


2024 Proxy Statement \| The Travelers Companies, Inc.	27

Director Compensation for 2023

The 2023 compensation of non-employee directors is displayed in the table below.


Name	Fees Earned or Paid in Cash(1) ($)	Stock Awards(2) ($)	All Other Compensation ($)	Total ($)
Alan L. Beller	135,000	179,938	—	314,938
Janet M. Dolan	135,000	179,938	—	314,938
Russell G. Golden	81,593	180,038	—	261,631
Patricia L. Higgins	135,000	179,938	—	314,938
William J. Kane	168,022	179,938	—	347,960
Thomas B. Leonardi	135,000	179,938	—	314,938
Clarence Otis Jr.	165,000	179,938	—	344,938
Elizabeth E. Robinson	160,000	179,938	—	339,938
Philip T. Ruegger III	160,000	179,938	—	339,938
Rafael Santana	135,000	179,938	—	314,938
Todd C. Schermerhorn	218,022	179,938	—	397,960
Laurie J. Thomsen	135,000	179,938	—	314,938
Bridget van Kralingen	135,000	179,938	—	314,938

(1)The fees earned for non-employee directors consist of an annual retainer along with committee chair fees and a lead director annual

retainer, to the extent applicable. All of the non-employee directors, other than Ms. Robinson and Mr. Golden, received all of their fees in

cash. Ms. Robinson and Mr. Golden elected to receive the 2023 annual retainer and committee chair fees, as applicable, in the form of

common stock units, which will be accumulated in their deferred compensation plan account and distributed, together with associated

dividend equivalents, at a later date (Ms. Robinson — 918 common stock units and Mr. Golden — 464 common stock units). The table

above does not include a value for dividend equivalents attributable to the common stock units received in lieu of cash fees because they

are earned at the same rate as the dividends on the Company’s common stock and are not preferential.

(2)The dollar amounts represent the grant date fair value of deferred stock units granted in 2023, calculated in accordance with Financial

Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“ASC Topic

718”), without taking into account estimated forfeitures, based on the closing market price on the NYSE of our common stock on the grant

date. The dividend equivalents attributable to the annual deferred stock unit awards are deemed “reinvested” in additional deferred stock

units and are distributed, together with the underlying deferred stock units, in the form of shares of our common stock beginning at least six

months following termination of service as a director. In accordance with the SEC’s rules, dividend equivalents on stock awards are not

required to be reported because the amounts of future dividends are factored into the grant date fair value of the awards. For a discussion

of annual deferred stock awards, see “Elements of Non-Employee Director Compensation – Annual Deferred Stock Award” above.

On February 7, 2023, each non-employee director nominated for re-election to the Board at that time was granted 952 deferred stock units

(determined by dividing $180,000 by the closing market price on the NYSE of our common stock of $189.01 on February 7, 2023). Upon his

election to the Board on May 24, 2023, Mr. Golden was granted 1,023 deferred stock units (determined by dividing $180,000 by the closing

market price on the NYSE of our common stock of $175.99 on May 24, 2023). Each award is subject to forfeiture if a director leaves the

Board before May 14, 2024 (the day prior to the Annual Meeting).

The following table provides information with respect to aggregate holdings of common stock units and unvested and vested deferred stock

units beneficially owned by our non-employee directors at December 31, 2023. The amounts below include dividend equivalents credited

(in the form of additional common stock units or deferred stock units, respectively) on common stock units and deferred stock units.


Name	Unvested Deferred Stock Units (#)	Common Stock Units and Vested Deferred Stock Units (#)
Alan L. Beller	973	41,157
Janet M. Dolan	973	55,278
Russell G. Golden	1,040	467
Patricia L. Higgins	973	41,157
William J. Kane	973	20,676
Thomas B. Leonardi	973	2,261
Clarence Otis Jr.	973	13,270
Elizabeth E. Robinson	973	7,103
Philip T. Ruegger III	973	14,919
Rafael Santana	973	1,089
Todd C. Schermerhorn	973	10,409
Laurie J. Thomsen	973	56,482
Bridget van Kralingen	973	1,089

CORPORATE GOVERNANCE


28	The Travelers Companies, Inc. \| 2024 Proxy Statement



ITEM 2	Ratification of Independent Registered Public Accounting Firm	Your Board recommends you vote FOR the ratification of KPMG LLP as our independent registered public accounting firm for 2024.

The Audit Committee is responsible for the appointment,

compensation, retention and oversight of the independent

registered public accounting firm retained to audit the

Company’s financial statements. The Audit Committee

has selected KPMG LLP (“KPMG”) to serve as our

independent registered public accounting firm for 2024.

Although ratification is not required by our bylaws or

otherwise, the Board is submitting the selection of KPMG

to our shareholders for ratification because we value our

shareholders’ views on the Company’s independent

registered public accounting firm. If our shareholders fail

to ratify the selection, it will be considered notice to the

Board and the Audit Committee to consider the selection

of a different firm. Even if the selection is ratified, the

Audit Committee in its discretion may select a different

independent registered public accounting firm at any time

during the year if it determines that such a change would

be in the best interests of the Company and our

shareholders.

Travelers Property Casualty Corp. (“TPC”) and The St.

Paul Companies, Inc. (“The St. Paul”) merged in 2004

(the “Merger”) to form the Company. KPMG has

continuously served as the independent registered

public accounting firm of TPC since 1994. KPMG had

continuously served as the independent registered public

accounting firm of The St. Paul and its subsidiaries from

1968 through the time of the Merger, when TPC was

deemed the acquirer for accounting purposes.

As part of the evaluation of its independent registered

public accounting firm, the Audit Committee periodically

considers whether there should be a regular rotation of

the independent registered public accounting firm. In

addition, in conjunction with the mandated rotation of the

independent registered public accounting firm’s lead audit

partner, the Audit Committee and the Audit Committee

Chairman are directly involved in the selection of KPMG’s

lead audit partner. The Audit Committee and the Board of

Directors believe that the continued retention of KPMG to

serve as the Company’s independent registered public

accounting firm is in the best interests of the Company

and its shareholders.

Representatives of KPMG are expected to be present at

the Annual Meeting. They also will have the opportunity to

make a statement if they desire to do so and are

expected to be available to respond to appropriate

questions.

Audit and Non-Audit Fees

In connection with the audit of the 2023 financial

statements, we entered into an agreement with KPMG

which sets forth the terms by which KPMG would perform

audit services for the Company. The following table

presents fees for professional services rendered by

KPMG for 2023 and 2022:


	2023	2022
Audit fees(1)	$10,570,500		$10,063,900
Audit-related fees(2)	834,500		838,200
Tax fees(3)	119,800		164,500
Total	$11,524,800		$11,066,600

(1)Fees paid were for audits of financial statements, reviews of

quarterly financial statements and related reports, as well as

reviews of registration statements and certain periodic reports

filed with the SEC.

(2)Services primarily consisted of audits of employee benefit plans

and reports on internal controls not required by applicable

regulations.

(3)Tax fees related primarily to tax return preparation and assistance

services, as well as domestic and international tax compliance-

related services.

The Audit Committee of the Board considered whether

providing the non-audit services included in this table was

compatible with maintaining KPMG’s independence and

concluded that it was.

Consistent with SEC policies regarding auditor

independence and the Audit Committee’s charter, the

Audit Committee has responsibility for appointing, setting

compensation for and reviewing the performance of the

independent registered public accounting firm. In

exercising this responsibility, the Audit Committee

preapproves all audit and permitted non-audit services

provided by the independent registered public accounting

firm. Each year, the Audit Committee approves an annual

budget for such permitted non-audit services and requires

the independent registered public accounting firm and

management to report actual fees versus the budget

periodically throughout the year. The Audit Committee

has authorized our Chief Auditor to approve KPMG’s

commencement of work on such permitted services

within that budget, although the Chair of the Audit

Committee must approve any such permitted non-audit

service within the budget if the expected cost for that

service exceeds $100,000. During the year,

circumstances may arise that make it necessary to

engage the independent registered public accounting

firm for additional services that would exceed the initial

AUDIT COMMITTEE MATTERS


2024 Proxy Statement \| The Travelers Companies, Inc.	29

budget. The Audit Committee has delegated the authority

to the Chair of the Audit Committee to review such

circumstances and to grant approval when appropriate.

All such approvals are then reported by the Audit

Committee Chair to the full Audit Committee at its next

meeting.

Report of the Audit Committee

The Audit Committee operates pursuant to a charter

which is reviewed annually by the Audit Committee.

Additionally, a brief description of the primary

responsibilities of the Audit Committee is included under

the heading “Governance of Your Company—Committees

of the Board and Meetings—Audit Committee” in this

Proxy Statement. Under the Audit Committee charter,

management is responsible for the preparation,

presentation and integrity of the Company’s financial

statements, the application of accounting and financial

reporting principles and internal controls and procedures

designed to assure compliance with accounting

standards and applicable laws and regulations. The

independent registered public accounting firm is

responsible for auditing the Company’s financial

statements and expressing an opinion as to their

conformity with U.S. generally accepted accounting

principles. In addition, the independent registered public

accounting firm is responsible for auditing and expressing

an opinion on the Company’s internal controls over

financial reporting.

In the performance of its oversight function, the Audit

Committee reviewed and discussed the audited financial

statements of the Company with management and with

the independent registered public accounting firm. The

Audit Committee also received information regarding, and

discussed with the independent registered public

accounting firm, the matters required to be discussed by

the applicable requirements of the Public Company

Accounting Oversight Board and the SEC, including

matters concerning the independence of the independent

registered public accounting firm.

Based upon the review and discussions described in the

preceding paragraph, the Audit Committee recommended

to the Board that the audited financial statements of the

Company be included in the Annual Report on Form 10-K

for the year ended December 31, 2023, filed with the

SEC.

Submitted by the Audit Committee of the Company’s

Board of Directors:


William J. Kane (Chair)	Todd C. Schermerhorn
Alan L. Beller	Laurie J. Thomsen
Russell G. Golden	Bridget van Kralingen
Patricia L. Higgins

AUDIT COMMITTEE MATTERS


30	The Travelers Companies, Inc. \| 2024 Proxy Statement



ITEM 3	Non-Binding Vote to Approve Executive Compensation	Your Board recommends you vote FOR approval of named executive officer compensation.

The Company is requesting, pursuant to Section 14A of

the Exchange Act, that shareholders vote, on a non-

binding basis, to approve the compensation of our named

executive officers as discussed in the “Compensation

Discussion and Analysis” and the tabular executive

compensation disclosure, including the “Summary

Compensation Table” and accompanying narrative

disclosure. The Company currently intends to hold such

votes annually. The next vote to approve the

compensation of our named executive officers is

expected to be held at the Company’s 2025 Annual

Meeting of Shareholders. While the Board intends to

consider carefully the results of this vote, the final vote is

advisory in nature and is not binding on the Company or

the Board.

The Board recommends that shareholders vote “FOR”

the following resolution:

RESOLVED, that the compensation paid to the

Company’s named executive officers, as disclosed

pursuant to Item 402 of Regulation S-K, including the

“Compensation Discussion and Analysis”,

compensation tables and related narrative

discussion, is hereby APPROVED.

As described in the “Compensation Discussion and

Analysis”, our executive compensation programs are

structured consistent with our longstanding pay-for-

performance philosophy and utilize performance

measures that are intended to align compensation with

the creation of shareholder value and to reinforce a long-

term perspective.

In deciding how to vote on this proposal, the Board

encourages you to read the “Compensation Discussion

and Analysis”, particularly the “2023 Overview”. In making

compensation decisions for the 2023 performance year,

the Compensation Committee considered the Company’s

strong results in 2023 and over time on both an absolute

basis and relative to our peers, as well as the financial

metrics and other factors described in the “Compensation

Discussion and Analysis”.

EXECUTIVE COMPENSATION


2024 Proxy Statement \| The Travelers Companies, Inc.	31

Compensation Discussion and Analysis

2023 Overview

This overview summarizes performance highlights from this year and over time that the Compensation Committee

considered when awarding variable compensation to our named executive officers in February 2024 with respect to the

2023 performance year.

Another Year of Very Strong Financial Performance

With respect to this year’s performance, the Compensation Committee considered the Company’s strong top- and

bottom-line results, despite elevated industrywide catastrophe losses and a personal lines operating environment that,

while improving, was difficult during the year.


Net Income of $3.0 billion and Net Income per Diluted Share of $12.79		Core Income* of $3.1 billion and Core Income per Diluted Share* of $13.13		Return on Equity of 13.6% and Core Return on Equity* of 11.5%		Book Value per Share and Adjusted Book Value per Share* grew meaningfully, while we also returned more than $1.9 billion in capital to shareholders and continued to make strategic investments in our business.


Underwriting	We are pleased to have generated underwriting income* of $1.0 billion pre-tax, despite elevated industrywide catastrophe losses and a personal lines operating environment that, while improving, was difficult during the year. Underlying underwriting income* (which is our underwriting income excluding the impact of catastrophes and net prior year reserve development) increased by more than 55% to $3.2 billion after-tax. Underlying underwriting income is a meaningful measure to assess business performance for the current year because this measure excludes catastrophes, which are unpredictable in nature and can only be managed over time, and prior year loss reserve development, which relates to the re-estimation of reserves recorded in prior years.
Expense Ratio	Our expense ratio decreased by 40 basis points to a record low 28.1%. Over the past five years, we have reduced our expense ratio by 200 basis points, or 7%, even after making important investments in ongoing and new strategic initiatives as we delivered on our objective of improving productivity and efficiency through technology investments and workflow enhancements. Importantly, at the same time, we have meaningfully increased our overall technology spend and improved the mix of our technology spend. Over the past five years, we have increased our spending on strategic initiatives by nearly 75%, while carefully managing growth in routine but necessary technology expenditures.
Execution of Our Marketplace Strategy	Net written premiums increased by 14% to a record $40.2 billion. Each of our operating segments contributed to this growth, with Business Insurance growing 16%, Bond & Specialty Insurance growing 3% and Personal Insurance growing 13%.
Investment Performance	Our disciplined strategy and well-constructed portfolio positioned us to deliver very strong pre-tax net investment income of $2.9 billion.
Total Shareholder Return (TSR)	Our total return to shareholders for the one-, three- and five-year periods ended December 31, 2023 was approximately 4%, 45% and 79%, respectively. Our total return to shareholders for the one-, three- and five-year periods ended February 6, 2024, the date of the Compensation Committee meeting at which incentive compensation decisions were made with respect to the 2023 performance year, was approximately 17%, 57% and 91%, respectively.

* See “Annex A–Reconciliation of GAAP Measures to Non-GAAP Measures and Selected Definitions” on page A-1.

EXECUTIVE COMPENSATION


32	The Travelers Companies, Inc. \| 2024 Proxy Statement

Another Year of Delivering on the Travelers Promise

Our long-term success depends not only on our business strategy and competitive advantages but also on keeping our

promise to be there for our customers, communities and employees – or what we call the Travelers Promise. For this

reason, we take an integrated approach to sustained value creation. Here are some of the ways we delivered on the

Travelers Promise in 2023:

EXECUTIVE COMPENSATION


2024 Proxy Statement \| The Travelers Companies, Inc.	33

2023 Performance-Based Compensation

When making the compensation decisions described below, the Compensation Committee considered the factors

discussed above under “2023 Overview” and the substantial contributions made by the named executive officers in

achieving these strong financial and operating results, as well as that our named executive officers individually

performed at superior levels. In addition, the Compensation Committee considered relevant compensation information

for our Compensation Comparison Group, each the individual executive’s experience and skill set and other relevant

factors. The Compensation Committee also considered that, while the Company delivered very strong top- and bottom-

line results and core income and core income per diluted share increased year-over-year, core income and core income

per diluted share were below plan, primarily due to elevated industrywide catastrophe losses. Based in part on these

factors, the Compensation Committee determined that incentive compensation for the named executive officers should

be set at levels lower than the prior year.


	Element	Chief Executive Officer	Other Named Executive Officers

PERFORMANCE- BASED CASH	Annual Bonus	•Mr. Schnitzer’s annual cash bonus decreased from $6.8 million to $6.0 million year-over- year, a decrease of 11.8%. Mr. Schnitzer’s annual cash bonus reflected the Company’s very strong top- and bottom-line results; the successful execution of the Company’s strategic plan; and Mr. Schnitzer’s effective leadership over many years, including this year. As discussed above, Mr. Schnitzer’s annual cash bonus also reflected that core income and core income per diluted share were below plan, primarily due to elevated industrywide catastrophe losses.	•The annual cash bonus for each of Messrs. Frey, Kess and Toczydlowski decreased by an average of 4.7% compared to the prior year. •Mr. Klein’s annual cash bonus decreased by 8.0% compared to the prior year. Mr. Klein’s annual cash bonus reflected his effective leadership, Personal Insurance’s excellent marketplace execution in a challenging environment and the strategic accomplishments of Personal Insurance during the year. The annual cash bonus also reflected the impact on the Personal Insurance segment’s financial results of an operating environment that, while improving, was difficult during the year.
PERFORMANCE- BASED CASH
PERFORMANCE- BASED EQUITY
PERFORMANCE- BASED EQUITY	Long- Term Incentives	•Mr. Schnitzer’s annual equity award decreased from $14.25 million to $14.0 million year- over-year, a decrease of 1.8%.	•The annual equity award for Mr. Frey was increased by $100,000 to $2,500,000, or 3.13 times his base salary, to increase his total direct compensation relative to his peers at the insurance companies included in the Compensation Comparison Group. •Consistent with the prior year, the annual equity award for Mr. Kess was set at 3.0 times base salary. •Consistent with the prior year, the annual equity awards for each of Messrs. Toczydlowski and Klein were set at 4.0 times base salary.

EXECUTIVE COMPENSATION


34	The Travelers Companies, Inc. \| 2024 Proxy Statement

Consistent Performance Over Time

Our very strong results in 2023 build upon our exceptional results over the past decade. These results demonstrate the

continued successful execution of our long-term financial strategy to create shareholder value.

The Company’s successful execution of this long-term financial strategy is demonstrated by the results we have

achieved over time as discussed below, and our total return to shareholders over time, as discussed under “Achieved

Superior Total Return to Shareholders Over Time” on page 39.

Continued Profitability and Quality Underlying Underwriting Results

•Our business starts with risk selection,

underwriting and pricing segmentation.

•Our 2023 underlying underwriting income (or

“underwriting margin” excluding the impact of

catastrophes and net prior year reserve

development) increased year-over-year by

more than 55% to $3.2 billion after-tax. To put

these results in context, from 2012 to 2019,

annual underlying underwriting income averaged

$1.3 billion. In 2023, underlying underwriting

income exceeded $2.0 billion for the fourth

consecutive year and exceeded $3.0 billion for

the first time ever. Through higher business

volumes and continued strong profitability, we

have driven underlying underwriting income to a

new, higher level and sustained it at that level.

•This result reflects the success we have had

executing on our innovation strategy and

demonstrates the quality of our underwriting

and the discipline with which we run our

business.

(1) Excludes the impact of net prior year reserve development and catastrophe losses.

The results we deliver are due to our deliberate and consistent approach to creating shareholder value. Our consistently

articulated objective is to produce an appropriate return on equity for our shareholders over time. We emphasize that

the objective is measured over time because we recognize that a long-term perspective is especially important in the

property and casualty insurance industry where a short-term focus could create incentives for management to relax

underwriting or investment standards to increase revenue and reported profit in the near term but create excessive risk

for shareholders over the longer term. Moreover, results in the property and casualty insurance industry can vary

significantly when measured year-to-year due to a variety of factors, including interest rates, reserve developments and

weather, and success can only be measured over time and in the context of periods of financial crises, natural and man-

made catastrophes, pandemics and other anticipated and unanticipated developments impacting loss trends and

through both general economic cycles and more extreme economic conditions. Accordingly, we believe that the right

way to manage our business is with a long-term perspective and to create value over time. The Compensation

Committee believes that our compensation program should continue to reinforce this long-term perspective, as it has

historically.

EXECUTIVE COMPENSATION


2024 Proxy Statement \| The Travelers Companies, Inc.	35

Average $1.3

Average $2.1

Strategic Focus in Light of Forces of Change

Shortly after Mr. Schnitzer was appointed Chief Executive Officer in 2015, the leadership team identified the forces of

change impacting our industry – namely, changing consumer expectations, emerging technology trends, more

sophisticated data and analytics and evolving distribution models. In light of these trends, the Company established key

innovation priorities and invested in capabilities to advance those priorities. These investments are largely geared

toward positioning the Company to grow the top-line at attractive returns and improve operating leverage.

While the primary measure that we use for managing the business is core return on equity, any strategy to deliver a

leading return on equity over time requires a strategy to grow over time. To that end, we laid out a strategy to position

the Company for profitable growth. We have faithfully and consistently executed on this strategy through various

economic and market conditions.

The charts below illustrate this strategy at work and its compounding, multi-year benefit. We have more than doubled

our rate of growth, sustained strong underlying underwriting margins and meaningfully lowered our expense ratio. That

has resulted in record levels of underlying underwriting income, cash flow from operations and invested assets

excluding net unrealized investment gains (losses).



ACCELERATING NET WRITTEN PREMIUM GROWTH	CONSISTENTLY STRONG UNDERLYING PROFITABILITY(3)(4)



IMPROVING EXPENSE RATIO	HIGHER UNDERLYING UNDERWRITING INCOME (AFTER-TAX)(4)



HIGHER CASH FLOW FROM OPERATIONS	GROWING INVESTED ASSETS(5)

(1)Represents growth from 2012 through 2016.

(2)Represents growth from 2016 through 2023.

(3)The combined ratio is used as an indicator of the Company’s underwriting discipline, efficiency in acquiring and servicing its business and overall underwriting

profitability. A combined ratio under 100% generally indicates an underwriting profit. A combined ratio over 100% generally indicates an underwriting loss.

(4)Excludes the impact of catastrophes and prior year reserve development.

(5)Invested assets excludes net unrealized investment gains (losses).

EXECUTIVE COMPENSATION


36	The Travelers Companies, Inc. \| 2024 Proxy Statement

$22.4B

$40.2B

2.7% CAGR1

93.0%

89.5%

AVG = 91.4%

AVG = 31.7%

28.1%

2012-2016

$1.3B

$3.2B

$3.7B

$7.7B

2012-2016

$69.7B

$92.8B

7.0% CAGR2

Improved 3.6 pts

+146%

+33%

+108%

Achieved a Superior Return on Equity

Our return on equity has meaningfully outperformed the average return on equity for the property and casualty industry

in each of the past ten years.

•Our 2023 return on equity of 13.6% substantially

exceeded the average return on equity for the

domestic property and casualty industry in 2023 of

approximately 8.4%, as estimated by Conning, Inc.,

a global investment management firm. For 2023,

our return on equity comfortably covered our cost of

equity and exceeded the average 10-year treasury

by more than 950 basis points.

•Our average return on equity over the past decade

of 12.0% exceeded the average return on equity for

the domestic property and casualty industry of 7.0%

and the average return on equity for the property

and casualty companies in our Compensation

Comparison Group of 10%. We have posted a

double-digit return on equity in every year over the

last decade, except for 2017, a difficult catastrophe

year for the industry (with three hurricanes and

wildfires in California), in which we posted a 9%

return on equity. In every one of those years we

comfortably covered our cost of equity. In addition,

over the past decade, our average return on equity

has exceeded the average 10-year treasury by an

average of more than 950 basis points.

•Our average return on equity over the past decade

has been accompanied by significantly less

volatility as compared to the average volatility for

the property and casualty insurers who are

members of our Compensation Comparison Group.

We believe that our performance over time

demonstrates the value of our competitive

advantages and the discipline with which we run

our business.

Casualty Forecast & Analysis by Line of Insurance, 2023 Q4 edition. Used

LLC. Used with permission.

EXECUTIVE COMPENSATION


2024 Proxy Statement \| The Travelers Companies, Inc.	37

(1)

Increased Book Value Per Share and Returned Significant Excess Capital to Our Shareholders

Over the last ten years, we meaningfully grew both book value per share and adjusted book value per share (which

excludes the after-tax impact of unrealized gains and losses on investments) while at the same time continuing to invest

meaningfully in our competitive advantages and returning substantial excess capital to shareholders.

•During 2023, our book value per share increased

by nearly 18%, primarily due to the impact of the

change in interest rates on the value of our fixed

income portfolio during the year. Because we

generally hold our fixed income investments to

maturity and maintain a very high-quality

investment portfolio, we manage based on adjusted

book value per share. Our adjusted book value

per share increased by 8% during 2023, while, at

the same time, we continued to make strategic

investments in our business and to return a

significant amount of excess capital to our

shareholders through dividends and share

repurchases.

•Over the last 10 years, the compound annual

growth rate of our book value per share was

approximately 4% and the compound annual

growth rate of our adjusted book value per

share was approximately 6%.

(1) Excludes net unrealized investment gains (losses), net of tax, included in

shareholders' equity.

•During 2023, we returned more than $1.9 billion in

capital to shareholders through dividends of $0.9

billion and share repurchases of $1.0 billion.

•Over the last 10 years, we have increased our

dividend each year and increased dividends per

share at an average annual rate of 7%.

•Since we began our current share repurchase

program in 2006, we have returned approximately

$55 billion of excess capital to shareholders

through dividends and share repurchases (at an

average price per share of $73.60).

EXECUTIVE COMPENSATION


38	The Travelers Companies, Inc. \| 2024 Proxy Statement

Achieved Superior Total Return to Shareholders Over Time

Strong financial results have led to outstanding total returns to shareholders over time (measured as the change in

stock price plus the cumulative amount of dividends, assuming dividend reinvestment on the respective dividend

payment dates).

When making compensation decisions for the year, the Compensation Committee considered that our total return to

shareholders, including share price appreciation and dividends, was approximately 4%, 27% and 45% for the one, two

and three years ended December 31, 2023, respectively, as compared to 9%, 14%, and 52% for the Compensation

Comparison Group, respectively. While we underperformed the S&P 500 on a total shareholder return basis in 2023, we

outperformed the S&P 500 on a total shareholder return basis for the two- and three-year periods ended December 31,

2023, by approximately 24% and 12%, respectively.

The Compensation Committee also considered that total shareholder return is a measure of a company’s stock price

performance that depends upon the market value of the company’s stock on a particular date. Because of the inherent

volatility of the markets and the impact of short-term trading on a particular stock, a view of performance based on a

stock price on a single, specific date can provide an incomplete picture. Accordingly, the Compensation Committee also

considered that our total shareholder return for the one, two and three years ended as of the date of the Compensation

Committee meeting at which incentive compensation decisions were made was: 17%, 29% and 57%, respectively,

placing the company at the 57th, 73rd, 40th percentile of our Compensation Comparison Group, respectively.

Finally, we measure our success in executing on our financial strategy over time. This long-term perspective is

especially important in the property and casualty insurance industry where a short-term focus could create incentives for

management to relax underwriting or investment standards to increase revenue and reported profit in the near term but

create excessive risk for shareholders over the longer term. Moreover, results in the property and casualty insurance

industry can vary significantly when measured year-to-year due to a variety of factors, and success can only be

measured over time and in the context of periods of financial crises, natural and man-made catastrophes, pandemics

and other anticipated and unanticipated developments impacting loss trends, and through both general economic cycles

and more extreme economic conditions. Accordingly, we believe that the right way to manage our business is with a

long-term perspective and to create value over time. Consequently, in assessing total shareholder return, the

Compensation Committee generally gives greater weight to performance over a longer period of time. With that in mind,

the Compensation Committee also considered the graph below which compares our total return to shareholders since

the 2008 financial crisis to our Compensation Comparison group, the S&P 500, the Dow 30 and the S&P 500 Financials.

For the period beginning January 1, 2008 (prior to the 2008 financial crisis) and ending December 31, 2023, our total

shareholder return of more than 420% exceeded that of our Compensation Comparison Group, the Dow 30 Index, the

S&P 500 and the S&P 500 Financials.


	(1) Represents the change in stock price plus the cumulative amount of dividends, assuming dividend reinvestment. For each year on the chart, total return is calculated with January 1, 2008 as the starting point and December 31 of the relevant year as the ending point. © Bloomberg Finance L.P. Used with permission of Bloomberg.

EXECUTIVE COMPENSATION


2024 Proxy Statement \| The Travelers Companies, Inc.	39

Shareholder Engagement

The Company has taken a comprehensive and integrated

approach to its shareholder engagement efforts, including

with respect to its financial results, corporate strategy,

compensation practices and environmental, social and

governance matters. We continue to seek additional

opportunities to communicate directly with our investors

to discuss current and emerging trends and to hear

investor feedback. In 2023, the Company sought

meetings with shareholders representing approximately

52% of its outstanding shares and engaged with

shareholders representing more than 40% of its

outstanding shares.

With respect to executive compensation, the matters

discussed included:

•The design of the Company’s executive compensation

program;

•The Company’s pay-for-performance philosophy, which

is designed to reinforce a long-term perspective and to

align the interests of our executives with those of our

shareholders;

•That while the objectives and structure of our

compensation program have been stable over time

compensation levels vary significantly from year-to-

year and correlate with our results;

•The mix of the Company’s long-term equity

compensation program, including the use of stock

options;

•That certain of the proxy advisory firms apply their own

assumptions and methodology for valuing stock

options, which causes the value assigned by certain of

the proxy advisory firms to the options granted to our

senior executives to be significantly higher than the

value computed in accordance with generally accepted

accounting principles (“GAAP”) and reported by the

Company in its financial statements;

•The use of a discretionary bonus plan, given the

Compensation Committee’s belief, as discussed in

further detail above, that a formulaic approach to the

determination of performance-based compensation,

particularly in the property and casualty insurance

industry, could result in unintended consequences and

is not an appropriate substitute for the Compensation

Committee’s informed and thorough deliberation and

the application of its reasoned business judgment;

•The composition of the Company’s Compensation

Comparison Group selected by the Compensation

Committee, and how it differs from the Compensation

Comparison group selected by the proxy advisory

firms;

•That total shareholder return is a measure of a

company’s stock price performance that depends upon

the market value of the company’s stock at a particular

time. Because of the inherent volatility of the markets

and the impact of short-term trading on a particular

stock, a view of performance based on a stock price at

a particular time can provide an incomplete picture.

Moreover, reliance on total shareholder return is

inconsistent with the structure of our executive

compensation program, which relies on multiple

metrics in determining pay for performance and

considers performance over multiple time periods; and

•The actions we have taken over the years, based in

part, on investor feedback as described under

“Shareholder Engagement and Board

Responsiveness” on page 5 of this Proxy Statement.

In light of the numerous conversations the Company has

had with its largest shareholders and the results of the

Company’s advisory vote on executive compensation

over the years, the Company believes that a significant

majority of its shareholders are supportive of the design

and operation of the Company’s executive compensation

program.

Pay-for-Performance Philosophy

Our compensation program, the objectives and structure of which have been stable over time and aligned with our

articulated financial strategy, is designed to reinforce a long-term perspective and align the interests of our executives

with those of our shareholders. We measure our success in executing on our financial strategy over time. As noted

above, this long-term perspective is especially important in the property and casualty insurance industry where a short-

term focus could create incentives for management to relax underwriting or investment standards to increase revenue

and reported profit in the near term but create excessive risk for shareholders over the longer term. Moreover, results in

the property and casualty insurance industry can vary significantly when measured year-to-year due to a variety of

factors, and success can only be measured over time and in the context of periods of financial crises, natural and man-

made catastrophes, pandemics and other anticipated and unanticipated developments impacting loss trends and

through both general economic cycles and more extreme economic conditions. Accordingly, we believe that the right

way to manage our business is with a long-term perspective and to create value over time.

EXECUTIVE COMPENSATION


40	The Travelers Companies, Inc. \| 2024 Proxy Statement



Consistent with our longstanding pay-for-performance philosophy, the Compensation Committee believes that:		In addition, to a greater extent than many of the companies included in our Compensation Comparison Group, due to the absence of time-based restricted stock in our ongoing program, the ultimate value of our named executive officer compensation is performance- based and is tied to operating results and increases in shareholder value over time.


	When we generally exceed our performance goals and the named executive officers individually perform at superior levels in achieving that performance, total compensation for our executive officers should be set at superior levels compared to the compensation levels for equivalent positions in our Compensation Comparison Group.


	When we do not generally exceed our performance goals or the named executive officers individually do not perform at superior levels, total compensation for these executives should be set at lower levels.

While the objectives and structure of our compensation program have been stable over time, compensation levels vary

significantly from year-to-year and correlate with our results. The following chart illustrates the directional relationship for

the past ten performance years (“PY”) between total direct compensation (consisting of paid salary, cash bonus and the

fair value at grant of long-term incentives as reflected in the Supplemental Table on page 62 for the Chief Executive

Officer and the Company’s performance, as reflected by core return on equity (“ROE”)). As explained under “—

Objectives of Our Executive Compensation Program” below, the Compensation Committee believes that the effective

management of catastrophes can only be evaluated over a longer period of time and that compensation levels should

encourage a long-term perspective. Therefore, the Compensation Committee believes that, while catastrophe losses

(“CATs”) should impact compensation levels, compensation levels should reflect but not be as volatile from year-to-year

as changes in financial results due to catastrophe losses.

CEO TOTAL DIRECT COMPENSATION AND ADJUSTED CORE ROE WITH CATS AT AVERAGE LEVEL

AND AS REPORTED(1)


CEO Comp ($M) (2)	$19.50	$19.10	$15.20	$13.90	$15.20	$17.75	$19.00	$20.70	$22.35	$21.45
Adjusted Core ROE	12.9%	11.9%	10.9%	9.6%	11.6%	9.1%	11.8%	14.8%	12.6%	15.6%
Reported Core ROE	15.5%	15.2%	13.3%	9.0%	10.7%	10.9%	11.3%	13.7%	11.3%	11.5%
Reported ROE	14.6%	14.2%	12.5%	8.7%	11.0%	10.5%	10.0%	12.7%	12.2%	13.6%

(1)The chart is intended to facilitate a year-to-year comparison of core return on equity by showing core return on equity both as reported and

as adjusted to reflect the average level of catastrophe losses for the ten-year period ended December 31, 2023 in order to eliminate the

volatility that undermines the comparison of period-to-period results. The average annual after-tax catastrophe losses for the ten-year

period presented was $1.1 billion (reflecting a U.S. corporate income tax rate of 21% for the six years ended December 31, 2023 and a

U.S. corporate income tax rate of 35% for the prior four years). Actual catastrophe losses for each year are presented in Annex A.

(2)The total direct compensation for the CEO reflects the compensation paid to Mr. Schnitzer, our current Chief Executive Officer, for the

performance years 2016 through 2023, and the compensation paid to Mr. Fishman, our former Chief Executive Officer, until December

2015, for the performance years 2014 and 2015.

Differences between total direct compensation for each performance year in the chart above and information included in the

“Summary Compensation Table” are discussed in “—Total Direct Compensation for 2021-2023 (Supplemental Table)” and “—

The Differences Between this Supplemental Table and the Summary Compensation Table” on page 62.

EXECUTIVE COMPENSATION


2024 Proxy Statement \| The Travelers Companies, Inc.	41

Objectives of Our Executive Compensation Program

With our overarching pay-for-performance philosophy in mind, the Compensation Committee has approved the following

five primary objectives of our executive compensation program.


Objective

Link compensation to the achievement of our short- and long-term financial and strategic objectives	The Compensation Committee believes that a properly structured compensation system should measure and reward performance on multiple bases. To ensure an appropriate degree of balance in the program, the compensation system is designed to measure short- and long-term financial and operating performance, the efficiency with which capital is employed in the business, the effective management of risk, the achievement of strategic initiatives and the individual performance of each executive. The Compensation Committee further believes that the most senior executives, who are responsible for the development and execution of our strategic and financial plans, should have the largest portion of their compensation tied to performance- based incentives, including stock-based compensation, the ultimate value of which is dependent on the performance of our stock price over time and on our three-year core return on equity. Accordingly, the proportion of total compensation that is performance-based increases with successively higher levels of responsibility. In addition, in evaluating the Company’s overall performance, the Compensation Committee considers that our business is subject to year-to-year volatility outside of management’s control, including natural and man-made catastrophic events. The Compensation Committee believes that, because the impact of catastrophes in any given year can produce significant volatility, the effective management of catastrophes can only be evaluated over a longer period of time. As a result, although the Compensation Committee believes that the impact of catastrophes on the Company’s financial results should be reflected in its executive compensation decisions, the Compensation Committee does not believe it is appropriate for compensation levels to be subject to as much volatility year-to-year as may be caused by actual catastrophes.


Provide competitive compensation opportunities to attract, retain and motivate high- performing executive talent	Our overall compensation levels are designed to attract and retain the best executives in light of the competition for executive talent. We recognize that to continue to produce industry-leading results over time, we need to continuously cultivate that talent. We do so with competitive compensation programs that are designed to attract, motivate and retain our best people, development programs that foster personal and professional growth, and a focus on diversity and inclusion as a business imperative. In addition, the Compensation Committee believes that, when we generally exceed our performance goals and the named executive officers individually perform at superior levels in achieving that performance, total compensation for these executive officers should be set at superior levels compared to the compensation levels for equivalent positions in our Compensation Comparison Group. When we do not generally exceed our performance goals or the named executive officers individually do not perform at superior levels, total compensation for these executives should be set at lower levels. The Compensation Committee may also consider other relevant facts and circumstances in awarding compensation in order to attract, retain and motivate high-performing talent.

EXECUTIVE COMPENSATION


42	The Travelers Companies, Inc. \| 2024 Proxy Statement


Objective

Align the interests of management and shareholders by paying a substantial portion of total compensation in stock-based incentives and ensuring that executives accumulate meaningful stock ownership stakes over their tenure	The Compensation Committee believes that the interests of executives and shareholders should be aligned. Accordingly, a significant portion of the total compensation for the named executive officers is in the form of stock-based compensation. The components of the annual stock-based compensation granted to the named executive officers in 2024 and 2023 were stock options and performance shares. Stock options provide value only if our stock appreciates, and performance shares vest only if a specified core return on equity threshold is met. In addition, as discussed below, senior executives are expected to achieve specified stock ownership targets. Both the portion of total compensation attributable to stock-based programs and the expected level of executive stock ownership increase with successively higher levels of responsibility.


Maximize, to the extent equitable and practicable, the financial efficiency of the overall compensation program	As part of the process of approving the initial design of incentive plans, or any subsequent modifications made to such plans, and determining awards under the plans, the Compensation Committee evaluates the aggregate economic costs and dilutive impact to shareholders of such compensation, the expected tax and accounting treatment and the impact on our financial results. The Compensation Committee attempts to balance the various financial implications of each program to ensure that the system is as efficient as possible and that unnecessary costs are avoided.


Reflect established and evolving corporate governance standards	The Compensation Committee, with the assistance of our Human Resources Department and the Compensation Committee’s independent compensation consultant, stays abreast of current and developing corporate governance standards and trends with respect to executive compensation and adjusts the various elements of our executive compensation program, from time to time, as it deems appropriate.

As a result of this process, the Compensation Committee has adopted the following practices, among others:


What We DO		What We DO NOT Do


Provide for a cap on the maximum cash bonus opportunity with regard to our Chief Executive Officer Maintain a robust share ownership requirement Maintain clawback policies giving us the ability to recover incentive awards from our executive officers Prohibit hedging transactions as specified in our securities trading policy Prohibit pledging shares without the consent of the Company (no pledges have been made) Engage in extensive outreach and maintain a regular dialogue with shareholders relating to the Company’s governance, compensation and sustainability practices Engage an independent consultant that works directly for the Compensation Committee and does not work for management		No excise tax “gross-up” payments in the event of a change in control No tax “gross-up” payments on perquisites for named executive officers No repricing of stock options and no buy-out of underwater options No excessive or unusual perquisites No dividends or dividend equivalents paid on unvested performance shares No above-market returns provided for in deferred compensation plans No guaranteed equity awards or bonuses for named executive officers

For a description of the duties of the Compensation Committee and its use of an independent compensation consultant,

see “Governance of Your Company—Committees of the Board and Meetings—Compensation Committee” on page 14.

EXECUTIVE COMPENSATION


2024 Proxy Statement \| The Travelers Companies, Inc.	43

Compensation Elements and Decisions

With our pay-for-performance philosophy and compensation objectives discussed above as our guiding principles, we

deliver annual executive compensation through the following elements:

2023 Compensation Mix(1)

CEO


7% Base Salary	28% Annual Cash Bonus	39% Performance Shares	26% Stock Options





Performance-Based Pay 93%

OTHER NEO AVERAGE


13% Base Salary	40% Annual Cash Bonus	28% Performance Shares	19% Stock Options





Performance-Based Pay 87%

(1)Pay mix of total direct compensation for the 2023 performance year as reported in the Supplemental Table on page 62.

The following chart illustrates the mix of performance-based compensation to non-performance-based compensation of

our Chief Executive Officer, compared to the chief executive officers of our Compensation Comparison Group.

EXECUTIVE COMPENSATION


44	The Travelers Companies, Inc. \| 2024 Proxy Statement

Travelers CEO Pay Mix(1) and Peer Average CEO Pay Mix(2)

TRAVELERS CEO


7% Base Salary	28% Annual Cash Bonus	39% Performance Shares	26% Stock Options





Performance-Based Pay 93%

PEER CEO AVERAGE


8% Base Salary	12% Restricted Stock	24% Bonus	43% Performance Shares/units	13% Stock Options





Performance-Based Pay 80%

(1)Pay mix of total direct compensation for the 2023 performance year as reported in the Supplemental Table on page 62.

(2)Peer Average CEO Pay Mix reflects the pay mix of total direct compensation for our Compensation Comparison Group for their 2022

performance year (the most recent year for which data was publicly available) and was calculated by the Compensation Committee’s

independent compensation consultant. As part of that calculation, the independent compensation consultant annualized special non-

recurring long-term incentive grants (for example, new hire, retention and promotion awards) to reflect an estimate of “per year” value when

appropriate.

We also provide benefits and modest perquisites. In addition, from time to time, the Compensation Committee may

make special cash or equity awards to one or more of our named executive officers. No special cash or equity awards

were made to our named executive officers for the 2023 performance year.

Base Salary



	Metrics The Compensation Committee’s philosophy is to generally set base salary for executive officers at a level that is intended to be on average at or near the 50th percentile for equivalent positions in our Compensation Comparison Group. Individual salaries may range above or below the median based on a variety of factors, including the potential impact of the executive’s role at the Company, the terms of the executive’s employment agreement, if any, the tenure and experience the executive brings to the position and the performance and potential of the executive in his or her role. Because salaries for executive officers are typically changed infrequently, at the time the Compensation Committee increases the salaries of executives, such salaries on average may initially, and for a period of time following such increases, be higher than the 50th percentile of our Compensation Comparison Group on the basis that over time the average is expected to be at, or near, approximately the 50th percentile. Base salaries are reviewed annually, and adjustments are made from time to time as the Compensation Committee deems appropriate to recognize performance, changes in duties and/or changes in the competitive marketplace.			Link To Strategy The Compensation Committee’s base salary positioning supports the attraction and retention of high-quality talent, ensures an affordable overall cost structure and mitigates excessive risk taking.

EXECUTIVE COMPENSATION


2024 Proxy Statement \| The Travelers Companies, Inc.	45

Base Salaries

At its February 2024 meeting, the Compensation

Committee made no changes to the base salaries of the

named executive officers. At its February 2023 meeting,

the Compensation Committee increased Mr. Schnitzer’s

base salary by $150,000 in order to position Mr.

Schnitzer’s base salary more competitively when

compared to the other chief executive officers in our

Compensation Comparison Group. Prior to the

adjustment made to Mr. Schnitzer’s salary in February

2023, his base salary was at the approximately 30th

percentile of our Compensation Comparison Group,

based on the most recently available data as provided by

the Compensation Committee’s independent

compensation consultant. Following the February 2023

increase, the base salary for Mr. Schnitzer was

approximately 6.6% above the median dollar amount of

our Compensation Comparison Group, based on the

most recently available data as provided by the

compensation consultant. Other than the change to Mr.

Schnitzer’s base salary, no changes were made to the

base salaries of the other named executive officers at the

Compensation Committee’s February 2023 meeting.

The current base salaries for the named executive

officers are on average approximately 6% above the

median dollar amount of our Compensation Comparison

Group, based on the most recently available data as

provided by the Compensation Committee’s independent

compensation consultant.

Because salaries for executive officers are typically

changed infrequently, at the time the Compensation

Committee increases the salaries of executives who have

not received an increase in several years, such salaries

on average may initially, and for a period of time following

such increases, be higher than the 50th percentile of our

Compensation Comparison Group indicated by the most

recently available data on the basis that over time the

average is expected to be at, or near, approximately the

50th percentile.

Annual Cash Bonus

The named executive officers are eligible to earn performance-based annual cash bonuses. The annual bonuses are

based on the performance of the Company as a whole, taking into consideration performance against predetermined

metrics as approved by the Board at the beginning of the year, as well as the individual performance of each executive.

The annual cash bonuses are designed to further our goals described under “—Objectives of Our Executive

Compensation Program”, including motivating and promoting the achievement of our short- and long-term financial and

strategic objectives.

EXECUTIVE COMPENSATION


46	The Travelers Companies, Inc. \| 2024 Proxy Statement



	METRICS The Compensation Committee evaluates a broad range of financial and non-financial metrics in awarding performance- based incentives each year. The Compensation Committee believes that a formulaic approach to the determination of performance-based compensation could result in unintended consequences and is not an appropriate substitute for the Compensation Committee’s informed and thorough deliberation and the application of its reasoned business judgment. The Compensation Committee believes that there is no substitute for understanding the Company’s results and how those results were achieved. The application of a formulaic approach could be particularly damaging in the property and casualty industry, where prudent risk management and long-term thinking are critically important, and where the impact of executive decisions are only evident over longer periods of time. The Compensation Committee’s believes that its current approach allows it to appropriately assess the quality of performance results and ensures that executives are not unduly rewarded, or disadvantaged, based purely on the application of a mechanical formula. CORE RETURN ON EQUITY Core return on equity is a principal factor in the Compensation Committee’s evaluation of the Company’s performance. The Compensation Committee believes that core return on equity should not be viewed as a single metric. Rather, by being a function of both core income and shareholders’ equity (excluding unrealized gains and losses on investments), core return on equity is a function of both the Company’s income statement and balance sheet. When evaluating core return on equity, the Compensation Committee considers: •the Company’s cost of equity; •recent and historical trends with respect to interest rates; •recent and historical trends with respect to core return on equity for the Company; •recent and historical trends with respect to return on equity for the domestic property and casualty insurance industry, including the industry peers included in the Compensation Comparison Group; and •the significantly lower level of volatility with respect to the Company’s return on equity relative to the average volatility of the industry peers included in the Compensation Comparison Group. ADDITIONAL METRICS The Compensation Committee also evaluates the Company’s performance with respect to a wide range of other financial metrics included in the financial plan approved by the Board prior to the beginning of the year, including: •Core income and core income per diluted share, and the metrics that contribute to those results, such as: •earned premiums; •investment income; •insurance losses; and •expense and capital management. In evaluating performance against the metrics, however, the Compensation Committee does not use a formula or pre- determined weighting, and no one metric is individually material other than core return on equity and core income. In light of the Company’s objective to create shareholder value by generating significant earnings and taking a balanced approach to capital management, the Compensation Committee also reviews per share growth in book value and adjusted book value over time. However, because (1) book value can be volatile due to, among other things, the impact of changing interest rates on the fair value of the Company’s fixed-income investment portfolio, and (2) the Company’s capital management strategy also emphasizes returning excess capital to shareholders, the Compensation Committee does not set a specific target for per share growth in book value or adjusted book value. Further, while it evaluates changes in book value and adjusted book value in the context of overall results, the Compensation Committee does not believe such changes, by themselves, are always the most meaningful indicators of relative performance.


		Link To Strategy Senior executives, as well as other employees with management responsibility, are encouraged to focus on multiple performance objectives that are important for creating shareholder value, including the quality and profitability of our underwriting and investment decisions, the pricing of our policies, the effectiveness of our claims management and the efficacy of our capital and risk management. In addition, senior executives are encouraged to focus on executing the Company’s ambitious innovation agenda to position the Company for continued success.

EXECUTIVE COMPENSATION


2024 Proxy Statement \| The Travelers Companies, Inc.	47

Factors Considered in Awarding 2023 Bonuses

In determining the actual annual bonuses awarded, the

Compensation Committee considered a number of

factors, including:

Another year of strong top- and bottom-line results,

despite elevated industrywide catastrophe losses and a

personal lines operating environment that, while

improving, was difficult during the year;

The Company’s successful execution of its marketplace

strategies, including the growth of net written premiums

by 14% to a record $40.2 billion, with each of our

operating segments contributing to this growth.

Business Insurance grew 16%, Bond & Specialty

Insurance grew 3% and Personal Insurance grew 13%;

That even as we have improved our expense ratio to a

record low 28.1%, we continued to successfully

execute on our long-term strategy to “transform”

Travelers into the insurance company of the future

through our ambitious innovation agenda. Our ongoing

investments in improving productivity and efficiency

have allowed us to meaningfully increase the amount

we spend on technology and direct significantly more of

our technology dollars to strategic technology initiatives

while carefully managing growth in routine but

necessary technology expenditures;

The successful execution of the Company’s long-term

strategic plan for continued success in light of the

forces of change the Company has identified as

impacting the industry, as described under “—Strategic

Focus in Light of Forces of Change”, including by

leveraging the power of artificial intelligence;

The consolidated, business segment and/or investment

results relative to the various financial measures set

forth in our 2023 business plan that was established

and approved by the Board at the end of 2022;

Our thoughtful risk reward approach to catastrophe

management, which has resulted in favorable

catastrophe loss experience relative to our property

insurance market share over time;

Our Claim organization’s excellent performance in

delivering for our customers, including closing nearly

90% of all claims arising out of industrywide

catastrophe events within 30 days, despite an all-time

high number of catastrophe events that spanned 47

states and impacted 267 days in 2023;

Our success in establishing Travelers as a thought

leader in the ESG space, including our comprehensive

ESG reports and disclosures, which are consistent with

the standards and recommendations of the TCFD and

SASB;

Our successful execution of our comprehensive human

capital management strategies as evidenced by our

high employee tenure and low employee turnover rates,

which have returned to pre-pandemic levels, as well as

progress on the Company’s diversity and inclusion

initiatives;

Our performance relative to the companies in our

Compensation Comparison Group and other

companies in the property and casualty insurance

industry, with a particular emphasis on core return on

equity;

Compensation market practices as reflected by the

Compensation Comparison Group in the most recent

publicly available data;

The performance of the executive;

The tenure and compensation history of the executive;

and

The demonstration of leadership and teamwork and a

commitment to a culture of collaboration.

In addition, in connection with Mr. Schnitzer’s

compensation for the 2023 performance year, the

Compensation Committee also considered: (i) the

Company’s very strong top-and bottom-line results, (ii)

the successful development and execution over the past

eight years of the Company’s strategic plan for continued

success in light of the forces of change impacting the

industry, and (iii) Mr. Schnitzer’s effective leadership this

past year and over many years. In addition, the

Compensation Committee considered Mr. Schnitzer’s

continued leadership role in the property and casualty

insurance industry, including his service as the Chairman

of the American Property and Casualty Insurance

Association (APCIA), the primary national trade

association for home, auto and business insurers.

The Compensation Committee generally weighs financial

performance measures, particularly core return on equity

and core income, and comparable compensation

information more heavily than other factors. In particular,

when assessing results, the Compensation Committee

considers the Company’s overall financial performance

relative to prior years’ performance, the financial plan, the

performance of industry peers and, in the case of core

return on equity, the Company’s cost of equity and the

risk-free rate.

The achievement, or inability to achieve, any particular

financial or operational measure in a given year neither

guarantees, nor precludes, the payment of an award, but

is considered by the Compensation Committee as one of

several factors among the other factors noted above and

any additional information available to it at the time,

including market conditions in general. The

Compensation Committee does not use a formula or

assign any particular relative weighting to any

performance measure.

As discussed under “—Annual Cash Bonus—Metrics” on

page 47, the Compensation Committee believes that a

formulaic approach to compensation is not appropriate in

EXECUTIVE COMPENSATION


48	The Travelers Companies, Inc. \| 2024 Proxy Statement

the property and casualty insurance industry and is not

an appropriate substitute for the Compensation

Committee’s informed and thorough deliberation and the

application of its reasoned business judgment as it would

not allow the Compensation Committee to assess the

quality of the performance results and could result in

negative unintended consequences. For example, a

formulaic bonus plan tied to revenue growth (a common

metric used in formulaic bonus plans) could create an

incentive for management to relax underwriting or

investment standards to increase revenue and reported

profit on a short-term basis, thereby driving higher short-

term bonuses, but create excessive risk for shareholders

over the longer term. This is of particular concern in the

property and casualty insurance industry due to the fact

that the “cost of goods sold” (that is, the amount of

insured losses) is not known at the time of sale and

develops over time — in some cases over many years.

Based in part on investor feedback, the Compensation

Committee has implemented a maximum cash bonus

opportunity for our Chief Executive Officer of $10 million.

2023 Financial Metrics,

Including Core Return on Equity Target

In evaluating the foregoing factors, the Compensation

Committee reviewed management’s progress in meeting

a broad range of financial and operational metrics

included in the 2023 financial plan approved by the Board

in December 2022. As discussed above, of the various

financial metrics evaluated by the Compensation

Committee, the Compensation Committee considered

core return on equity to be the most important metric in its

evaluation of the Company’s annual performance, and it

reviewed other metrics in light of their contribution to the

Company’s core return on equity goals.

Core Return on Equity Target

In February 2023, the Compensation Committee

established specific targets for both: (1) core return on

equity and (2) adjusted core return on equity, which

excludes catastrophes and prior year reserve

development, if any, related to asbestos and

environmental coverages. In particular, the 2023 financial

plan targeted: (1) a core return on equity of 12.8% and (2)

an adjusted core return on equity of 18.2%.

One of management’s important responsibilities is to

produce an appropriate return on equity for our

shareholders and to develop and execute financial and

operational plans consistent with our financial goal of

achieving a superior core return on equity over time. We

emphasize that the objective is measured over time

because we recognize that interest rates, reserve

development and weather, among other factors, impact

our results from year to year, and that there are years —

or longer periods — and environments in which a mid-

teens return is not attainable and other years in which we

expect we will achieve or exceed a mid-teens return. In

all environments, the Company aspires to generate a

core return on equity that is industry leading.

The targeted returns for 2023 reflect that while interest

rates increased during the last couple of years, the higher

rates will take a number of years to earn into the fixed

income portfolio. The target for core return on equity also

assumed that catastrophes would be consistent with

normalized levels reflecting long-term historical

experience. In evaluating the appropriateness of the

target set for core return on equity, the Compensation

Committee considers our return on equity relative to the

Compensation Comparison Group, the U.S. property and

casualty insurance industry generally and our estimated

cost of equity. This relationship to industry returns, over

time, is described in the chart on page 37. As a result,

when the Board approved our 2023 financial plan, both

management and the Board believed the plan to be

reasonably difficult to achieve.

Notably, the Company’s financial plan—and thus its

targets—did not budget for any prior year reserve

development, positive or negative. As required, by GAAP,

the Company’s actuarial estimates of loss reserves as

included in the Company’s balance sheet always reflect

management’s best estimates of ultimate loss as of the

relevant date. As a result, when developing financial

plans, the Company does not budget for, or target, prior

year reserve development. Adjusted core return on equity

excludes prior year reserve development related to

asbestos and environmental coverages because, to a

significant degree, those items relate to policies that were

written decades ago and, particularly in the case of

asbestos, arise to a significant extent as a result of court

decisions and other trends that have attempted to expand

insurance coverage far beyond what we believe to be the

intent of the original parties. Accordingly, their financial

impact is largely beyond the control of current

management.

EXECUTIVE COMPENSATION


2024 Proxy Statement \| The Travelers Companies, Inc.	49



	FACTORS CONSIDERED BY THE COMPENSATION COMMITTEE WHEN ESTABLISHING TARGETS FOR 2023 For the reasons discussed above, the targets for 2023 for each of core return on equity and adjusted core return on equity did not include any prior year reserve development, either positive or negative. For 2022, core return on equity and adjusted core return on equity included 190 basis points and 290 basis points of prior year reserve development, respectively.

For 2023, our core return on equity and adjusted core return on equity compared to our targets were as follows:


CORE RETURN ON EQUITY	ADJUSTED CORE RETURN ON EQUITY(2)

(1)For the reasons discussed above, the 2023 targets for core return on equity and adjusted core return on equity did not include any prior year reserve

development, either positive or negative. For 2022, core return on equity and adjusted core return on equity included 190 basis points and 290 basis points of

prior year reserve development, respectively.

(2)Excludes catastrophes and prior year reserve development related to asbestos and environmental coverages.

As part of its evaluation of the 2023 results, the Compensation Committee considered that core return on equity was

less than plan primarily due to an all-time high number of industrywide catastrophe events that spanned 47 states and

impacted 267 days of the year. The Compensation Committee also assessed these results relative to the U.S. property

and casualty insurance industry as a whole. In particular, the Company’s 2023 return on equity of 13.6% substantially

exceeded the average return on equity for the domestic property and casualty industry of approximately 8.4%, as

estimated by Conning.

Other Financial Metrics

In determining annual cash bonuses to be paid to the

named executive officers, the Compensation Committee

evaluates the Company’s performance with respect to not

only core return on equity, but also a broad range of other

financial metrics, including, among other things, core

income and core income per diluted share (and other

metrics that contribute to core income and core income

per diluted share, such as written and earned premiums,

investment income and expense management), book

value per share and adjusted book value per share. In

2023, none of these other financial metrics was

individually material to 2023 compensation decisions. The

relevant targets for these other financial metrics were

included in the 2023 financial plan approved by the Board

at the end of 2022.

The following charts show actual 2023 core income, core

income per diluted share and adjusted core income,

which excludes prior year reserve development related to

asbestos and environmental (“A&E”) and catastrophes,

compared to the 2022 results and the corresponding

metrics contained in the Company’s 2023 financial plan.

Core income and Core income per diluted share

increased year-over-year but were lower than the

amounts contained in the Company’s financial plan,

primarily due to elevated industrywide catastrophe

losses. Adjusted core income, which excludes A&E and

catastrophes, exceeded the respective goal in the

Company’s financial plan.

EXECUTIVE COMPENSATION


50	The Travelers Companies, Inc. \| 2024 Proxy Statement

(1)



	FACTORS CONSIDERED BY THE COMPENSATION COMMITTEE WHEN ESTABLISHING TARGETS FOR 2023 For the reasons discussed above, the targets for 2023 for each of core income, core income per diluted share and adjusted core income did not include any prior year reserve development, either positive or negative. For 2022, core income, core income per diluted share and adjusted core income included $512 million, $2.12 and $784 million of positive prior year reserve development, respectively.


CORE INCOME	CORE INCOME PER DILUTED SHARE	ADJUSTED CORE INCOME(3)
in billions		in billions

(1)For the reasons discussed above, the 2023 target for each of core income, core income per diluted share and adjusted core income did not include any prior

year reserve development, either positive or negative. For 2022, core income, core income per diluted share and adjusted core income included $512 million,

$2.12 and $784 million of positive prior year reserve development, respectively.

(2)Actual core income and core income per diluted share for 2023 were below plan primarily due to $2.4 billion of catastrophe losses, which were also elevated

industrywide.

(3)Excludes catastrophes and prior year reserve development related to asbestos and environmental coverages.

Amount of 2023 Annual Cash Bonuses

At its February 2024 meeting, the Compensation Committee considered the quantitative and qualitative factors

described above and the substantial contributions made by the named executive officers in achieving these strong

financial and operating results, as well as that our named executive officers individually performed at superior levels. In

addition, the Compensation Committee considered relevant compensation information for our Compensation

Comparison Group, each individual executive’s experience and skill set and other relevant factors. The Compensation

Committee also considered that, while the Company delivered very strong top- and bottom-line results and core income

and core income per diluted share increased year-over-year, core income and core income per diluted share were

below plan, primarily due to elevated industrywide catastrophe losses. Based in part on these factors, the

Compensation Committee determined that annual cash bonuses for the named executive officers should be set at

levels lower than the prior year.


	Annual cash bonus	Change in annual cash bonus compared to 2022
Mr. Schnitzer	$6.0 million	Decreased by 11.8%. Mr. Schnitzer’s annual cash bonus reflected the Company’s very strong top- and bottom-line results; the successful execution of the Company’s strategic plan; and Mr. Schnitzer’s effective leadership over many years, including this year. As discussed above, Mr. Schnitzer’s annual cash bonus also reflected that core income and core income per diluted share were below plan, primarily due to elevated industrywide catastrophe losses.
Mr. Frey	$2.3 million	Decreased by an average of 4.7%.
Mr. Kess	$3.0 million
Mr. Toczydlowski	$2.7 million
Mr. Klein	$2.3 million	Decreased by 8.0%. Mr. Klein’s annual cash bonus reflected his effective leadership, Personal Insurance’s excellent marketplace execution in a challenging environment and the strategic accomplishments of Personal Insurance during the year. The annual cash bonus also reflected the impact on the Personal Insurance segment’s financial results of an operating environment that, while improving, was difficult during the year.

EXECUTIVE COMPENSATION


2024 Proxy Statement \| The Travelers Companies, Inc.	51

(1)

(2)

Long-Term Stock Incentives

The Compensation Committee believes that the interests of executives and shareholders should be closely aligned.

Accordingly, a significant portion of the total compensation for the named executive officers is in the form of stock-based

long-term incentive awards.



	Metrics In determining the size of the total long-term incentive opportunity, the Compensation Committee considers a number of factors, including the factors applied with regard to the determination of the annual cash bonus award. Once the performance share award has been granted, the number of shares that a named executive officer will receive upon vesting, if any, depends on the Company’s attainment of specific financial targets related to core return on equity. These targets, which are described on page 55, are specified at the time the awards are granted and, unlike the practice of most companies, disclosed in advance to shareholders to enable a full evaluation of the rigor of our performance goals and how the performance schedule compares to our cost of equity. The value provided by the stock options is determined solely on the appreciation of the stock price subsequent to the time of the award.			Link To Strategy Long-term stock-based incentives ensure that our executive officers have a continuing stake in our long-term success and manage the business with a long-term, risk-adjusted perspective. In addition, senior executives are encouraged to focus on executing the Company’s ambitious innovation agenda to position the Company for continued success.

Guidelines for the Allocation of Annual Equity Grants

The Compensation Committee, with advice from its independent compensation consultant, has developed guidelines for

the allocation of annual grants of equity compensation between performance shares and stock options. Under the

guidelines, the mix of long-term incentives, for the named executive officers, based on the grant date fair value of the

awards, is approximately:



	These allocations are intended to result in a mix of annual long-term incentives that is sufficiently performance-based and will result in: •a large component of total compensation being tied to the achievement of specific, multi-year operating performance objectives and changes in shareholder value (performance shares); and •an appropriate portion being tied solely to changes in shareholder value (stock options).

The mix of annual long-term incentive compensation reflects the Compensation Committee’s judgment as to the

appropriate balance of these incentives to achieve its objectives. While the aggregate grant date fair values of equity

awards granted to the named executive officers consider both individual and Company performance, the mix of equity

incentives awarded annually is fixed and generally does not vary from year-to-year. For a description of the equity

awards granted in fiscal year 2023, refer to “—Grants of Plan-Based Awards in 2023” on page 65.

EXECUTIVE COMPENSATION


52	The Travelers Companies, Inc. \| 2024 Proxy Statement

Annual Equity Grants

At its February 2024 meeting, the Compensation Committee determined to grant the named executive officers’ stock-

based long-term incentive awards as described in the chart below. In making that determination, the Compensation

Committee recognized that all of the named executive officers individually performed at superior levels and contributed

substantially to our very strong 2023 operating and financial results despite elevated industrywide catastrophe losses

and a personal lines operating environment that, while improving, was difficult during the year. The Compensation

Committee also considered the fact that a higher percentage of the named executive officers’ total compensation (and

total direct compensation) is performance-based as compared to the peer average and peer median of the

Compensation Comparison Group.


	Stock-based long-term incentive award grant date fair value	Change in grant date fair value compared to awards granted in 2023
Mr. Schnitzer	$14.0 million	Decreased by $250,000.
Mr. Frey	$2.5 million	The annual equity award for Mr. Frey was increased by $100,000, to increase his total direct compensation relative to his peers at the insurance companies included in the Compensation Comparison Group.
Mr. Kess	3.0 times base salary	Consistent with the prior year.
Messrs. Toczydlowski and Klein	4.0 times base salary	Consistent with the prior year.

These equity awards approved for the named executive officers at the February 2024 meeting will be reflected in the

“Summary Compensation Table” in our Proxy Statement for our 2025 annual meeting.

At its February 2023 meeting, the Compensation Committee determined to grant the named executive officers’ stock-

based long-term incentive awards as described in the chart below. In making that determination, the Compensation

Committee recognized that all of the named executive officers individually performed at superior levels and contributed

substantially to our very strong 2022 operating and financial results despite the significant industrywide headwinds that

impacted our Personal Insurance segment and an elevated level of catastrophe losses for the year. The Compensation

Committee also considered the fact that a higher percentage of the named executive officers’ total compensation (and

total direct compensation) is performance-based as compared to the peer average and peer median of the

Compensation Comparison Group.


	Stock-based long-term incentive award grant date fair value	Change in grant date fair value compared to awards granted in 2022
Mr. Schnitzer	$14.25 million	Increased by $1.35 million.
Messrs. Frey and Kess	3.0 times base salary	Consistent with the prior year.
Messrs. Toczydlowski and Klein	4.0 times base salary	Consistent with the prior year.

These equity awards approved for the named executive

officers at the February 2023 meeting are reflected in the

“Summary Compensation Table” on page 63.

The ultimate value of stock-based long-term incentive

awards at the time of vesting or, in the case of stock

options, exercise may be greater than or less than the

grant date fair value, depending upon our operating

performance and changes in the value of our stock price.

The grant date fair values of long-term incentive awards

are computed in accordance with the accounting

standards described in footnote (1) to the “Summary

Compensation Table” on page 63.

Consistent with our historical practice, 60% of the stock-

based long-term incentive awards were granted in the

form of performance shares and 40% of the stock-based

long-term incentive awards were granted in the form of

stock options in each of 2024 and 2023.

Performance Shares

Under our program for granting performance shares, we

may grant performance shares to certain of our

employees who hold positions of vice president (or its

equivalent) or above, including the named executive

officers. These awards provide the recipient with the right

to receive a variable number of shares of our common

stock based upon our attainment of specified

performance goals. The performance goals for

performance share awards granted in 2024 and 2023 are

based upon our attaining various adjusted returns on

equity over three-year performance periods commencing

January 1, 2024 and ending December 31, 2026, and

commencing January 1, 2023 and ending December 31,

2025, respectively (in each case, “Performance Period

Return on Equity”).

Performance Period Return on Equity represents the

average of the “Adjusted Return on Equity” for each of

the three calendar years in the performance period. The

“Adjusted Return on Equity” for each calendar year is

EXECUTIVE COMPENSATION


2024 Proxy Statement \| The Travelers Companies, Inc.	53

determined by dividing “Adjusted Core Income” by

“Adjusted Shareholders’ Equity” for the year, each as

defined in the Performance Share Awards Program and

described below. “Adjusted Core Income”, as defined in

the performance share awards granted in 2023 and 2024,

excludes the after-tax effects of:

•specified losses from officially designated

catastrophes;

•asbestos and environmental reserve charges or

releases;

•net realized investment gains or losses in the fixed

maturities and real estate portfolios;

•items that are unusual or infrequently occurring (or

both); and

•the cumulative effect of accounting changes and

federal income tax rate changes, charges for

amortization of goodwill to the extent goodwill is

amortized and exit or disposal costs, each as defined

by GAAP and each as disclosed in our financial

statements (including accompanying footnotes and

management’s discussion and analysis);

and is then reduced by the after-tax dollar amount for

expected “normal” catastrophe losses. In the first year of

the performance period, such expected “normal”

catastrophe losses are represented by a fixed amount set

forth in the terms of the performance shares ($1.58 billion

for 2023). In the two subsequent years of the

performance period, such fixed amount for catastrophes

is adjusted up or down by formula to reflect any increases

or decreases, as the case may be, in written premiums in

specified catastrophe-exposed commercial and personal

lines.

For the performance share awards granted in February

2023, “Adjusted Core Income” was also reduced by an

amount reflecting the historical level of credit losses (on

an after-tax basis) associated with our fixed-income

investments. The Compensation Committee believed this

reduction of Adjusted Core Income was appropriate

because credit losses in our fixed-income portfolio are

part of reported net income but not core income and thus,

absent making this reduction, would not be reflected in

Adjusted Core Income. Specifically, for the performance

share awards granted in February 2023, the annual

reduction was determined by multiplying a fixed factor

(expressed as 2.25 basis points) by the amortized cost of

the fixed maturity investment portfolio at the beginning of

each quarter during the relevant year in the performance

period and adding such amounts (on an after-tax basis)

for each year in the performance period. At its meeting in

February 2024, the Compensation Committee updated

the quarterly fixed adjustment factor applicable to the

2024 performance share awards to an amount equal to

0.31 basis points to reflect the actual average credit

losses for the past ten years.

“Adjusted Shareholders’ Equity” for each year in the

performance period is defined in the Performance Share

Awards Program as the sum of our total common

shareholders’ equity, as reported on our balance sheet as

of the beginning and end of the year (excluding net

unrealized appreciation or depreciation of investments

and adjusted as set forth in the immediately following

sentence), divided by two. In calculating Adjusted

Shareholders’ Equity, our total common shareholders’

equity as of the beginning and end of the year is adjusted

to remove the cumulative after-tax impact of the following

items during the performance period: (1) discontinued

operations and (2) the adjustments and reductions made

in calculating Adjusted Core Income.

The Compensation Committee selected Performance

Period Return on Equity as the performance measure in

the Performance Share Plan because the Compensation

Committee believes it is the best measure of return to

shareholders and efficient use of capital over a multi-year

period, as described further above under “—Pay-for-

Performance Philosophy” and “Objectives of Our

Executive Compensation Program”.

The Compensation Committee seeks to establish the

Performance Period Return on Equity standards such

that 100% vesting requires a level of performance over

the performance period that is expected to be in the top

tier of the industry.

In considering what would constitute such top tier

performance over a future three-year period, the

Compensation Committee considered:

•Recent and historical trends in return on equity for the

domestic property and casualty insurance industry,

including industry peers included in the Company’s

Compensation Comparison Group;

•Recent and historical trends in core return on equity for

the Company;

•Current and expected underwriting and investment

market conditions;

•The Company’s business plan and the Company’s cost

of equity;

•That performance is measured over a three-year

period and the plan and related award agreements do

not provide for adjustments to be made during the

performance period (other than in the case of

specifically enumerated events, such as changes in

corporate income tax rates and accounting changes).

Accordingly, there is uncertainty, particularly in the

second and third years of the performance period, and

what actually constitutes top-tier performance during

the performance period may differ from expectations

due to factors that impact the Company’s performance

objectives and are both difficult to forecast in advance

and are outside of the control of management. These

factors include, among others, changes in the level of

economic activity, interest rates and the competitive

environment for pricing;

EXECUTIVE COMPENSATION


54	The Travelers Companies, Inc. \| 2024 Proxy Statement

•That, while interest rates increased during the last

couple of years: (i) the higher rates will take a number

of years to earn into the fixed income portfolio; (ii) our

financial goal of achieving a mid-teens core return on

equity over time will depend on interest rates returning

to more normal levels by historical standards for a

sustained period; and (iii) the ongoing objective of

achieving an industry-leading core return on equity

over any period, and in particular a short-or medium-

term period such as three years, would, in its view, be

reasonably difficult to achieve; and

•That the Company’s actuarial estimates reflect

management’s best estimates of ultimate loss as of the

relevant date and, accordingly, the Company’s financial

plans do not include any prior year reserve

development, positive or negative.

Accordingly, while the Compensation Committee does not

implement a formulaic calculation based on relative

performance, which it believes could result in over or

under compensation, it does set the Performance Period

Return on Equity standards after considering the level of

historical and expected performance that would constitute

superior returns relative to other companies in the

industry, including industry peers included in our

Compensation Comparison Group.

For performance shares granted in 2024 and 2023, the

number of shares that vest, if any, is contingent upon our

attaining Performance Period Return on Equity as

indicated in the following chart. Performance falling

between any of the identified points in the applicable

chart below will result in an interpolated vesting

percentage (for example, a Performance Period Return

on Equity of 9% will yield a vesting of 83.3% for the

performance shares granted in 2023 and 66.7% for the

performance shares granted in 2024).

PERFORMANCE PERIOD RETURN ON EQUITY STANDARDS


		Performance Period Return on Equity for Performance Shares
	Vesting Percentage	Granted in 2023	Granted in 2024
Threshold	0%	<8.0%	<8.0%
	50%	8.0%	8.0%
	75%	8.5%	9.5%
	100%	10.0%	11.0%
	120%	11.0%	11.5%
	140%	12.0%	12.5%
	160%	13.0%	13.0%
	180%	14.5%	14.5%
Maximum	200%	16.0%	16.0%

In setting the Performance Period Return on Equity of

10.0% that is required for 100% vesting of the

performance shares granted in 2023, the Compensation

Committee considered that, in each case, a Performance

Period Return on Equity of 10% would meaningfully

exceed the average return on equity for the domestic

property and casualty insurance industry of 6.6% for

2021, and 4.5% for 2022, respectively. In addition, the

Compensation Committee considered that a Performance

Period Return on Equity of 10% would exceed our cost of

equity and meaningfully exceed the actual average return

on equity for the domestic property and casualty industry

for the immediately preceding ten years. See the chart on

page 37 which shows the historical returns on equity for

the Company and the domestic property and casualty

insurance industry.

Because the performance shares are a long-term

incentive intended to align a significant portion of our

executives’ compensation with return on equity objectives

over time, the Compensation Committee generally seeks

to maintain consistency in the Performance Period Return

on Equity standards from year-to-year. However, the

Compensation Committee does from time to time make

adjustments if it determines that there have been

significant changes in the returns that it expects will

constitute top-tier performance.

In setting the Performance Period Return on Equity levels

for the performance shares granted in February 2023, the

Compensation Committee decided not to make any

changes to the Performance Period Return on Equity

standards as compared to the levels for the performance

shares granted in 2022.

In setting the Performance Period Return on Equity levels

for the performance shares granted in February 2024 the

Compensation Committee determined, based in part on

the advice of its independent compensation consultant, to

raise the levels of Performance Period Return on Equity

required to achieve vesting percentages between 75%

and 100% by 100 basis points and to raise the levels of

Performance Period Return on Equity required to achieve

vesting percentages between 120% and 140% by 50

basis points, in each case as compared to the levels for

the performance shares granted in February 2023. The

Compensation Committee did not make any changes to

the vesting percentages for a Performance Period Return

on Equity required to achieve vesting percentages above

160% as compared to the levels for the performance

shares granted in February 2023.

In making these decisions with respect to the

performance shares granted in February 2024, the

Compensation Committee considered that:

•Performance Period Return on Equity of 11% required

for 100% vesting would meaningfully exceed our cost

of equity and the ten-year treasury as of December 31,

2023, as well as the actual average return on equity for

the domestic property and casualty industry for the

immediately preceding ten years of 7%;

•While interest rates increased during the last couple of

years, this increase will take a number of years to earn

into the fixed income portfolio; and over the next three

EXECUTIVE COMPENSATION


2024 Proxy Statement \| The Travelers Companies, Inc.	55

years, approximately a third of our long-term fixed

income portfolio will turn over; and

•The impact of the fixed income benefit due to higher

interest rates declines and underwriting income

becomes a larger driver of Performance Period Return

on Equity as Performance Period Return on Equity

increases.

To support our recruitment and retention objectives and to

encourage a long-term focus on our operations, the

performance shares vest subject to both the satisfaction

of the requisite performance goals and the participant

meeting specified service period criteria. The program

provides for accelerated vesting and/or waiver of service

requirements in the event of death, disability or a

qualifying “retirement,” as defined in the awards.

In the event of a participant’s voluntary termination for

“good reason” or involuntary termination without “cause”

within 24 months following a change in control of the

Company, the service vesting requirements with respect

to the performance share grants will be waived.

Further, under his employment agreement, Mr. Schnitzer

is entitled to conversion of all of his performance shares

into time-vesting awards upon a change in control and he

is entitled to accelerated vesting of all of his equity

awards if his equity awards are not assumed by the

surviving entity following a change in control or in the

event of a voluntary termination for “good reason” or an

involuntary termination without “cause” (each as defined

in his employment letter) within 24 months following a

change in control of the Company. These provisions are

included to minimize the potential influence of the

treatment of these equity awards in connection with a

change in control on Mr. Schnitzer’s and our other

executives’ decision-making processes and to conform

the terms of our program more closely to compensation

practices among our peers. The Compensation

Committee believes that these provisions will enhance

Mr. Schnitzer’s and our other executives’ independence

and objectivity when considering a potential transaction.

These provisions are described in more detail under “—

Potential Payments to Named Executive Officers Upon

Termination of Employment or Change in Control—

Summary of Key Agreements—Mr. Schnitzer’s

Employment Letter”.

New performance share cycles commence annually and

overlap one another, helping to foster retention and

reduce the impact of the volatility in compensation

associated with changes in our annual return on equity

performance. Dividend equivalent shares are paid only

when and if performance shares vest, and are paid, in

shares, at the same vesting percentage as the underlying

performance shares.

Payment of Performance Shares Granted for the

2021-2023 Period

In February 2024, the Compensation Committee

reviewed and subsequently certified the results for the

performance shares granted to the named executive

officers in 2021.

Payout of shares under these performance share awards

was subject to attaining specified adjusted returns on

equity over the three-year performance period

commencing on January 1, 2021 and ending on

December 31, 2023. The adjusted return on equity for

such performance period was 13.7%, which resulted in

the vesting of the performance shares at 169.3%.

Stock Options

All stock options are granted with an exercise price equal

to the closing price of the underlying shares on the date

of grant. Our annual award of stock options generally

vests 100% three years after the date of grant and has a

maximum expiration date of ten years from the date of

grant. The named executive officers are entitled to

accelerated vesting of their stock options following a

qualified retirement, death or disability or in the event of a

voluntary termination for “good reason” or involuntary

termination without “cause” within 24 months following a

change in control of the Company. For a description of

other vesting events see “—Potential Payments to

Named Executive Officers Upon Termination of

Employment or Change in Control”.

Other Compensation

Pension Plans

We provide retirement benefits as part of a competitive

pay package to retain employees. Specifically, we

currently offer U.S. employees a tax-qualified defined

benefit plan with a cash-balance formula, with some

legacy participants accruing benefits under a final

average pay formula. Also, a number of employees and

executives participate or have accrued benefits in other

pension plans which are frozen as to new participants

and/or new accruals. Under the cash-balance formula,

each enrolled employee has a hypothetical account

balance, which grows with interest and pay credits each

year.

In addition, we sponsor a non-qualified excess benefit

retirement plan that covers U.S. employees whose tax-

qualified plan benefit is limited by the Internal Revenue

Code with respect to the amount of compensation that

can be taken into account under a tax-qualified plan. The

non-qualified plan makes up for the benefits that cannot

be provided by the qualified plan as a result of those

Internal Revenue Code limits by using the same cash-

balance pension formula that applies under the qualified

plan. The purpose of this plan is to ensure that

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56	The Travelers Companies, Inc. \| 2024 Proxy Statement

employees who receive retirement benefits only through

the qualified cash-balance plan and employees whose

qualified plan benefit is limited by the Internal Revenue

Code are treated substantially the same. The details of

the existing plans are described more fully under “—Post-

Employment Compensation—Pension Benefits for 2023”

on page 68.

Deferred Compensation

In the United States, we offer a tax-qualified 401(k) plan

to employees and a non-qualified deferred compensation

plan to employees who hold positions of vice president or

above. Both plans are available to the named

executive officers.

The non-qualified deferred compensation plan allows an

eligible employee to defer receipt of a portion of his or her

salary and/or annual bonus until a future date or dates

elected by the employee. This plan provides an additional

vehicle for employees to save for retirement on a tax-

deferred basis. The deferred compensation plan is not

funded by us and does not provide preferential rates of

return. Participants have only an unsecured contractual

commitment by us to pay amounts owed under that plan.

For further details, see “—Post-Employment

Compensation—Non-Qualified Deferred Compensation

for 2023” on page 70.

Other Benefits

We also provide other benefits described below to our

named executive officers, which are not tied to any

performance criteria. Rather, these benefits are intended

to support objectives related to the attraction and

retention of highly skilled executives and to ensure that

they remain appropriately focused on their job

responsibilities without unnecessary distraction.

Personal Security

We have established a security policy in response to a

study prepared by an outside consultant that analyzed

security risks to our Chief Executive Officer based on a

number of factors, including travel patterns, past security

threats and the evolving security environment. This

security policy is periodically reviewed by an outside

security consultant. In accordance with the security

policy, a Company car and driver or other ground

transportation arrangements are provided to our Chief

Executive Officer for business and personal travel. These

ground transportation services provide the necessary

security for, and maintain the health and safety of, our

Chief Executive Officer and enable him to conduct

business on behalf of the Company while in transit. The

methodologies we use to value the personal use of a

Company car and driver and other ground transportation

arrangements as a perquisite are described in footnote

(5) to the “Summary Compensation Table”. In 2023, the

aggregate incremental cost for personal use of a

Company car and driver and other ground transportation

provided pursuant to our security policy for our Chief

Executive Officer was $26,183.

Pursuant to the security policy, our Chief Executive

Officer uses our aircraft for business and personal air

travel. Use of our Company aircraft provides the

necessary security for, and maintains the health and

safety of, our Chief Executive Officer and enables him to

be immediately available to respond to business priorities

from any location and to use his travel time productively

for the Company’s benefit. Our Chief Executive Officer

reimburses the Company for personal travel on our

aircraft in an amount equal to the incremental cost to the

Company associated with such personal travel, provided

that the amount does not exceed the maximum amount

legally payable under FAA regulations, in which case our

Chief Executive Officer reimburses such

maximum amount.

In addition, under the security policy described above, we

provide our Chief Executive Officer with additional home

security enhancements and other protections. The

methodology we use to value the incremental costs of

providing additional home security enhancements and

other protections to our Chief Executive Officer is the

actual cost to us of home security and other equipment or

other personal security protection and any other

incremental related expenses. In 2023, the aggregate

incremental cost of security for our Chief Executive

Officer was $243,788 as shown in footnote (5) to the

“Summary Compensation Table”, primarily related to

security upgrades recommended by the Company’s

outside security consultant. Our Chief Executive Officer is

responsible for all taxes due on any income imputed to

him in connection with his personal use of Company-

provided transportation and other security related

protections.

Other Transportation on Company Aircraft

We also on occasion provide transportation on Company

aircraft for spouses or others, although under SEC rules,

such spousal or other travel may not always be

considered to be directly and integrally related to our

business. Consistent with past practice, we only

reimburse the named executive officers for any tax

liabilities incurred with respect to travel by spouses or

others if such travel is considered directly and integrally

related to business.

Health Benefits; Treatment of Higher Paid and Lower

Paid Employees

We subsidize health benefits more heavily for lower paid

employees as compared to higher paid employees, such

as the named executive officers. Accordingly, our higher

paid employees pay a significantly higher percentage of

the cost of their health benefits than our lower paid

employees.

Financial and Tax Planning

We offer financial and tax planning services to our named

executive officers. In addition to ensuring that

management attention is preserved for Company

business, providing tax and financial planning services to

executives promotes compliance with tax reporting.

EXECUTIVE COMPENSATION


2024 Proxy Statement \| The Travelers Companies, Inc.	57

Additional Compensation Information

Compensation Comparison Group



Our Compensation Comparison Group includes:

Key competitors in the property and casualty insurance industry —	General financial services and life and health insurance companies of relatively similar size and complexity —

•American International Group, Inc. (AIG) •Allstate Corporation (ALL) •Chubb Ltd. (CB) •Hartford Financial Services Group (HIG) •Progressive Corporation (PGR)	•Aflac (AFL) •American Express (AXP) •Bank of New York Mellon (BK) •Humana (HUM)	•Lincoln National (LNC) •Marsh & McLennan (MMC) •MetLife Inc. (MET) •Prudential Financial Inc. (PRU)
	We regard these companies as potential competition for executive talent.

As of December 31, 2023, the Company’s net income and revenue were at approximately the 47th percentile and the

38th percentile of the Compensation Comparison Group, respectively, and its market cap was at 91% of the median of

the Compensation Comparison Group. The Compensation Committee reviews the composition of our peer group

annually to ensure that the companies constituting the peer group continue to provide meaningful and relevant

compensation comparisons. The Compensation Committee did not make any changes to our Compensation

Comparison Group in 2023 as a result of this review.

Non-Competition Agreements

All members of our Management Committee, including

the named executive officers, have signed non-

competition agreements. The agreements provide that,

upon an executive’s termination of employment, we may

elect to, and in the event of Mr. Schnitzer’s voluntary

termination for “good reason” or involuntary termination

without “cause” within the 24-month period following a

change in control, we have elected to, impose a six-

month non-competition obligation upon the executive that

would preclude the executive, subject to limited

exceptions, from (1) performing services for or having any

ownership interest in any entity or business unit that is

primarily engaged in the property and casualty insurance

business or (2) otherwise engaging in the property and

casualty insurance business. This restriction will apply in

the United States and any other country where we are

physically present and engaged in the property and

casualty insurance business as of the executive’s

termination date.

If we elect to enforce the non-competition terms, and the

executive complies with all of the obligations under the

agreement, then the executive will be entitled to:

•receive a lump sum payment at the end of the six-

month restricted period equal to the sum of (1) six-

months’ base salary plus (2) 50% of the executive’s

average annual bonus for the prior two years plus (3)

50% of the aggregate grant date fair value of the

executive’s average annual equity awards for the prior

two years; and

•reimbursement for the cost of continuing health

benefits on similar economic terms as in place

immediately prior to the executive’s termination date

during the six-month non-competition period or

payment of an equivalent amount, payable at the end

of the six-month restricted period.

Timing and Pricing of Equity Grants

The Compensation Committee typically makes annual

awards of equity at its first regularly scheduled meeting of

the year, which is usually held in early February. This

meeting date is typically set a few years in advance as

part of the Board’s annual calendar of scheduled

meetings. The Compensation Committee has in the past,

and may in the future, make limited grants of equity on

other dates in order to retain key employees, to

compensate an employee in connection with a promotion

or to compensate newly hired executives for equity or

other benefits lost upon termination of their previous

employment or to otherwise induce them to join us.

Under our Governance Guidelines, the Compensation

Committee may make off-cycle equity grants only on

previously determined dates in each calendar month,

which will be either (1) the date of a regularly scheduled

Board or Compensation Committee meeting, (2) the next

succeeding 15th day of the calendar month (or if the 15th

EXECUTIVE COMPENSATION


58	The Travelers Companies, Inc. \| 2024 Proxy Statement

is not a business day, the business day immediately

preceding the 15th) or (3) in the case of grants in

connection with new hires and/or promotions, on, or

within 15 days of, the first day of employment or other

personnel change. The grant date of equity grants to

executives is the date of Compensation Committee

approval. As discussed above, the exercise price of stock

option grants is the closing market price of our common

stock on the date of grant.

As discussed under “Governance of Your Company—

Committees of the Board and Meetings—Compensation

Committee” on page 14, the Compensation Committee

has delegated to the Chief Executive Officer, subject to

the prior written consent of our Executive Vice President

and General Counsel, the authority to make limited “off-

cycle” grants to employees who are not Committee

Approved Officers on the grant dates established by our

Governance Guidelines. For these grants, as discussed

above, the grant date is the date of such approval, and

the exercise price of all stock options is the closing

market price of our common stock on the date of grant.

Under the 2023 Stock Incentive Plan, stock options

cannot be “repriced” unless such repricing is approved by

our shareholders. See “Governance of Your Company—

Dating and Pricing of Equity Grants” on page 22.

We monitor and periodically review our equity grant

policies to ensure compliance with plan rules and

applicable law. We do not have a program, plan or

practice to time our equity grants in coordination with the

release of material, non-public information. In 2023, we

did not grant equity awards to any of our named

executive officers within four business days before or one

business day after the release of material, non-public

information.

Severance and Change in Control Agreements

All of our current senior executives, other than

Mr. Schnitzer, are covered by our severance plan.

Mr. Schnitzer’s letter agreement, discussed at greater

length below under “—Potential Payments to Named

Executive Officers Upon Termination of Employment or

Change in Control—Summary of Key Agreements” on

page 74, contains severance benefits that are triggered

under some circumstances, including some

circumstances related to a change in control of the

Company.

Each of our named executive officers, other than

Mr. Schnitzer, has entered into an agreement with us

pursuant to which the named executive officer is granted

enhanced severance benefits in exchange for agreeing to

non-solicitation and non-disclosure provisions. Under the

terms of such agreements, these named executive

officers are eligible to receive a severance benefit if they

are involuntarily terminated due to a reduction in force or

for reasons other than “cause” or if they are asked to take

a substantial demotion. The terms of these agreements

are described more fully under “—Potential Payments to

Named Executive Officers Upon Termination of

Employment or Change in Control—Summary of Key

Agreements” on page 74.

In addition, based on the advice of the Compensation

Committee’s independent compensation consultant and

consistent with market practice, the equity awards

provide for waiver of service vesting conditions in the

event of a voluntary termination for “good reason” or an

involuntary termination without “cause” within 24 months

of a change in control.

The Compensation Committee believes that these

severance agreements and, in some circumstances,

change in control arrangements are necessary to attract

and retain the talent necessary for our long-term success.

The Compensation Committee also believes that these

severance and change in control programs allow our

executives to focus on duties at hand and provide

security should their employment be terminated as a

result of an involuntary termination without cause or a

constructive discharge or following a change of control,

as applicable. For these reasons, and based on advice of

the Compensation Committee’s independent

compensation consultant, the Compensation Committee

believes that these arrangements are appropriate and

consistent with similar provisions agreed to by members

of our Compensation Comparison Group and their

executive officers.

None of the severance and change in control agreements

with the named executive officers include excise tax

gross-up protections.

EXECUTIVE COMPENSATION


2024 Proxy Statement \| The Travelers Companies, Inc.	59

Stock Ownership Guidelines, Anti-Hedging and Pledging Policies, and Other

Trading Restrictions

We maintain an executive stock ownership policy under which executives are expected to accumulate and retain

specified levels of ownership of our equity securities until termination of employment, so as to further align the interests

of management and shareholders. The Compensation Committee developed this policy based in part on an analysis of

policies instituted at our peer competitors and in response to feedback received from our shareholders.

Under the policy, executives have target ownership levels as follows:


Rank	Target Stock Ownership Level
CEO	600% of base salary
Other Named Executive Officers	300% of base salary


What We Count Toward the Requirement		What We DO NOT Count Toward the Requirement


Shares held directly by the executive Shares held indirectly through our 401(k) Savings Plan or deferred compensation plan		Unexercised stock options Unvested performance shares

As of December 31, 2023, each of our named executive officers was in compliance with our stock ownership policy.

The policy provides that executives who have not achieved these levels of stock ownership are expected to retain

at least 50% of the shares acquired upon exercising stock options or upon the vesting of restricted stock, restricted

stock units or performance shares (other than shares used to pay the exercise price of options and withholding

taxes) until the requirements are met.

We have a securities trading policy that sets forth

guidelines and restrictions applicable to employees’ and

directors’ transactions involving our stock. Among other

things, this policy prohibits our employees and directors

from engaging in short-term or speculative transactions

involving our stock, including purchasing our stock on

margin, short sales of our stock (that is, selling stock that

is not owned and borrowing shares to make delivery),

buying or selling puts, calls or other derivatives related to

our stock and arbitrage trading or day trading of our

stock. Directors and executive officers are not allowed to

pledge Company stock without the consent of the

Company, and no shares beneficially owned by them are

pledged.

Recapture/Forfeiture Provisions

Our Board has adopted a policy requiring the

reimbursement and/or cancellation of all or a portion of

any incentive cash bonus or stock-based incentive

compensation awarded to members of our Management

Committee or other officers who are subject to Section 16

of the Exchange Act when the Compensation Committee

has determined that all of the following factors are

present:

•the award and/or payout of an award was predicated

upon the achievement of financial results that were

subsequently the subject of a restatement;

•the employee engaged in fraud or willful misconduct

that was a significant contributing factor in causing the

restatement; and

•a lower award and/or payout of an award would have

been made to the employee based upon the restated

financial results.

Incentive compensation is granted subject to the policy

that, in each such instance described above, the

Company will, to the extent permitted by applicable law

and subject to the discretion and approval of the

Compensation Committee, taking into account such facts

and circumstances as it deems appropriate, including the

costs and benefits of doing so, seek to recover the

employee’s cash bonus and/or stock-based incentive

compensation paid or issued to the employee in excess

of the amount that would have been paid or issued based

on the restated financial results. If the Compensation

Committee determines, however, that, after recovery of

an excess amount from an employee, the employee is

nonetheless unjustly enriched, it may seek recovery of

EXECUTIVE COMPENSATION


60	The Travelers Companies, Inc. \| 2024 Proxy Statement

more than such excess amount up to the entire amount of

the bonus or other incentive compensation.

In addition, in 2023, in accordance with the Dodd-Frank

Wall Street Reform and Consumer Act, the Board

adopted an additional compensation recovery policy

applicable to executive officers and the principal

accounting officer in the event the Company is required to

prepare an accounting restatement. This clawback policy

is applicable to all incentive compensation awarded

based on the achievement of a financial reporting

measure, including the performance shares. All

compensation received on or after October 2, 2023 and

during the three completed fiscal years immediately

preceding the date the Company concludes it must

prepare a restatement is subject to recovery pursuant to

the policy.

In addition, under the terms of our executive equity award

agreements, in the event that the employment of an

executive, including the named executive officers, is

terminated for gross misconduct or for cause, as

determined by the Compensation Committee, all

outstanding vested and unvested awards are cancelled

upon his or her termination.

Further, in connection with equity awards, the named

executive officers and other recipients of equity awards

are parties to an agreement that provides for the

forfeiture of unexercised or unvested awards and the

recapture by us of any compensatory value, including any

amount included as compensation in his or her taxable

income, that the former executive received or realized by

way of payment, exercise or vesting during the period

beginning 12 months prior to the date of termination of

employment with us, and ending 12 months after the date

of the termination of employment with us, if during the 12-

month period following his or her termination, the

executive breaches certain restrictive covenants

regarding confidentiality or non-solicitation.

EXECUTIVE COMPENSATION


2024 Proxy Statement \| The Travelers Companies, Inc.	61

Total Direct Compensation for 2021-2023 (Supplemental Table)

The following table shows the base salary actually earned during each of the last three years as well as annual cash

bonuses paid and equity awards granted to our named executive officers in February in respect of the immediately

preceding performance year.


Name and Principal Position	Year	Salary ($)	Bonus ($)	Equity Awards ($)	Total ($)	Increase/ (Decrease) from Prior Year (%)
Alan D. Schnitzer Chairman and Chief Executive Officer	2023	1,450,000	6,000,000	14,000,000	21,450,000	(4)
	2022	1,300,000	6,800,000	14,250,000	22,350,000	8
	2021	1,300,000	6,500,000	12,900,000	20,700,000	9
Daniel S. Frey Executive Vice President and Chief Financial Officer	2023	800,000	2,280,000	2,500,000	5,580,000	—
	2022	787,692	2,400,000	2,400,000	5,587,692	6
	2021	737,739	2,300,000	2,250,000	5,287,739	8
Gregory C. Toczydlowski Executive Vice President and President, Business Insurance	2023	850,000	2,720,000	3,400,000	6,970,000	(1)
	2022	825,385	2,835,000	3,400,000	7,060,385	8
	2021	750,000	2,725,000	3,080,000	6,555,000	23
Avrohom J. Kess Vice Chairman and Chief Legal Officer	2023	950,000	2,970,000	2,850,000	6,770,000	(2)
	2022	937,692	3,125,000	2,850,000	6,912,692	5
	2021	900,000	3,000,000	2,700,000	6,600,000	4
Michael F. Klein Executive Vice President and President, Personal Insurance	2023	800,000	2,300,000	3,200,000	6,300,000	(3)
	2022	775,385	2,500,000	3,200,000	6,475,385	6
	2021	700,000	2,500,000	2,900,000	6,100,000	23

The Purpose Behind This Supplemental Table

This Supplemental Table has been included to provide investors with additional compensation information for the last

three performance years. As part of reaching its compensation decisions for a performance year, the Compensation

Committee refers to this data. Accordingly, this supplemental information enables investors to better understand the

actions of the Compensation Committee with respect to total direct compensation for a performance year. This

Supplemental Table is not, however, intended to be a substitute for the information provided in the “Summary

Compensation Table” on page 63, which has been prepared in accordance with the SEC’s disclosure rules.

The Differences Between This Supplemental Table and the Summary Compensation Table

The information contained in this Supplemental Table differs substantially from the total direct compensation information

contained in the “Summary Compensation Table” for the relevant year because the stock awards and option awards

columns for a particular year in the “Summary Compensation Table” report awards actually granted in that fiscal year

(not equity awards granted in respect of that performance year). For example, for 2023, the “Summary Compensation

Table” includes awards made in February 2023 in respect of the 2022 performance year but does not include awards

made in February 2024 in respect of the 2023 performance year. On the other hand, the “2023” rows in the

Supplemental Table presented above include stock-based grants made in February 2024 in respect of the 2023

performance year and not the stock-based grants made in February 2023 in respect of the 2022 performance year.

Compensation Committee Report

The Compensation Committee has discussed and reviewed the foregoing “Compensation Discussion and Analysis” with

management. Based upon this review and discussion, the Compensation Committee recommended to the Board of

Directors that the “Compensation Discussion and Analysis” be included in this Proxy Statement and incorporated by

reference into our Annual Report on Form 10-K.

Submitted by the Compensation Committee of the Company’s Board of Directors:


Clarence Otis Jr. (Chair)	Elizabeth E. Robinson
Janet M. Dolan	Philip T. Ruegger III
Thomas B. Leonardi	Rafael Santana

EXECUTIVE COMPENSATION


62	The Travelers Companies, Inc. \| 2024 Proxy Statement

Summary Compensation Table

The following table provides summary information concerning compensation paid or accrued by us to our Chairman and

Chief Executive Officer, our Executive Vice President and Chief Financial Officer and each of our three other most

highly compensated executive officers who served in such capacities at December 31, 2023. We refer to these

individuals collectively as the “named executive officers”.


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards(1) ($)	Option Awards(2) ($)	Non-Equity Incentive Plan Compensation(3) ($)	Change in Pension Value and Non- Qualified Deferred Compensation Earnings(4) ($)	All Other Compensation(5) ($)	Total ($)
Alan D. Schnitzer Chairman and Chief Executive Officer	2023	1,450,000	—	8,550,056	5,699,058	6,000,000	703,164	327,794	22,730,072
	2022	1,300,000	—	7,740,075	5,159,281	6,800,000	—	73,041	21,072,397
	2021	1,300,000	—	6,900,051	4,598,852	6,500,000	471,951	82,843	19,853,697
Daniel S. Frey Executive Vice President and Chief Financial Officer	2023	800,000	—	1,440,067	959,828	2,280,000	242,635	12,606	5,735,136
	2022	787,692	—	1,349,985	899,885	2,400,000	76,381	7,792	5,521,735
	2021	737,739	—	1,260,008	839,801	2,300,000	183,704	7,000	5,328,252
Gregory C. Toczydlowski Executive Vice President and President, Business Insurance	2023	850,000	—	2,039,985	1,359,792	2,720,000	375,424	30,970	7,376,171
	2022	825,385	—	1,847,993	1,231,848	2,835,000	—	26,866	6,767,092
	2021	750,000	—	1,350,059	899,785	2,725,000	176,949	23,860	5,925,653
Avrohom J. Kess Vice Chairman and Chief Legal Officer	2023	950,000	—	1,709,973	1,139,792	2,970,000	238,422	7,500	7,015,687
	2022	937,692	—	1,619,948	1,079,862	3,125,000	48,785	7,336	6,818,623
	2021	900,000	—	1,619,931	1,079,737	3,000,000	157,508	7,000	6,764,176
Michael F. Klein Executive Vice President and President, Personal Insurance	2023	800,000	—	1,919,964	1,279,770	2,300,000	344,839	28,655	6,673,228
	2022	775,385	—	1,740,008	1,159,836	2,500,000	—	33,157	6,208,386
	2021	700,000	—	1,260,008	839,801	2,500,000	157,963	28,607	5,486,379

(1)The dollar amounts represent the aggregate grant date fair value of stock awards granted during each of the years presented. The grant

date fair value of a stock award is measured in accordance with the guidance in FASB ASC Topic 718 using the assumptions discussed in

Note 14 to our financial statements for the fiscal year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K

filed with the SEC on February 15, 2024 (the “Form 10-K”), without taking into account estimated forfeitures. Stock awards during the years

presented reflect performance shares. With respect to the performance shares, the estimate of the grant date fair value determined in

accordance with the guidance in FASB ASC Topic 718 assumes the vesting of 100% of the performance shares awarded. Assuming the

highest level of performance is achieved (which would result in the vesting of 200% of the performance shares granted), the aggregate

grant date fair value of the performance shares reflected in the table above would be:


Name	2023	2022	2021
Alan D. Schnitzer	$17,100,113	$15,480,150	$13,800,102
Daniel S. Frey	$2,880,134	$2,699,970	$2,520,016
Gregory C. Toczydlowski	$4,079,970	$3,695,985	$2,700,117
Avrohom J. Kess	$3,419,947	$3,239,895	$3,239,861
Michael F. Klein	$3,839,927	$3,480,015	$2,520,016

The dividend equivalents attributable to performance shares are deemed “reinvested” in additional performance shares and will only be

distributed upon the vesting, if any, of the performance shares in accordance with the performance share award terms. In accordance with

the SEC’s rules, dividend equivalents on performance shares, as well as cash dividends on restricted stock units, are not required to be

reported because the values of such future dividends are factored into the grant date fair value of the awards. For a discussion of specific

stock awards granted during 2023, see “Grants of Plan-Based Awards in 2023” below and the narrative discussion that follows.

(2)The dollar amounts represent the grant date fair value of stock option awards granted during each of the years presented. The grant date

fair value of a stock option award is measured in accordance with the guidance in FASB ASC Topic 718 using the assumptions discussed in

Note 14 to our financial statements for the fiscal year ended December 31, 2023 included in the Company’s Form 10-K, without taking into

account estimated forfeitures. For a discussion of specific stock option awards granted during 2023, see “Grants of Plan-Based Awards in

2023” below and the narrative discussion that follows.

(3)Reflects annual cash incentive compensation paid in 2024 for performance year 2023, cash incentive compensation paid in 2023 for

performance year 2022 and cash incentive compensation paid in 2022 for performance year 2021, respectively. For a discussion of the

Company’s annual cash bonus determinations, see “Compensation Discussion and Analysis—Compensation Elements and Decisions—

Annual Cash Bonus”.

EXECUTIVE COMPENSATION


2024 Proxy Statement \| The Travelers Companies, Inc.	63

(4)These amounts represent the aggregate change in actuarial present value of accumulated pension benefits for each of the years

presented, using the same pension plan measurement date used for financial statement reporting purposes. For 2022, the aggregate

change in actuarial present value of accumulated pension benefits for Messrs. Schnitzer, Toczydlowski, and Klein was a decrease of

$82,095, a decrease of $232,023 and a decrease of $280,362, respectively. We do not provide any of our executives with any above-

market or preferential earnings on non-qualified deferred compensation. For additional information about pension benefits, see “Post-

Employment Compensation—Pension Benefits for 2023” below.

(5)For 2023, “All Other Compensation” for Mr. Schnitzer includes $26,183 for personal use of a Company car and driver and other ground

transportation arrangements, calculated as described below, $243,788 of personal security expenses (primarily related to security upgrades

recommended by the Company’s outside security consultant), calculated at the actual cost to us, incurred on his behalf pursuant to the

Company’s executive security program, and $18,073 for tax and financial planning services, calculated at the actual cost to us.

Pursuant to our security policy, in 2023, we provided a car and driver or other ground transportation arrangements to Mr. Schnitzer for

business and personal travel. We calculated the incremental cost to us for the personal use of any Company car and driver (including

commuting and business travel not considered directly and integrally related to the performance of the executive’s duties) based on the

operating costs, such as fuel and maintenance, related to such travel. Compensation and benefits for the employee drivers are not included

in the calculation of incremental cost because the employee drivers are members of our security staff and, consistent with our executive

security policy, we would have otherwise incurred such cost for business purposes, whether or not the driver was available to Mr. Schnitzer

for personal travel. The incremental cost of personal trips using other ground transportation arrangements, such as car services, are valued

at the actual cost to us.

Mr. Schnitzer uses Company aircraft for business and personal air travel as required by our security policy. Mr. Schnitzer reimburses the

Company for personal travel on Company aircraft in an amount equal to the incremental cost to the Company associated with such travel

up to the maximum amount legally payable under FAA regulations. Incremental costs in excess of the amount legally payable under FAA

regulations in the amount of $25,680 are included in “All Other Compensation” for 2023.

For 2023, “All Other Compensation” for Messrs. Toczydlowski and Klein includes the cost of tax and financial planning services, and the

amount for Mr. Toczydlowski also includes costs under our executive physical program.

For more information about these perquisites, see “Compensation Discussion and Analysis—Other Compensation—Other Benefits”.

EXECUTIVE COMPENSATION


64	The Travelers Companies, Inc. \| 2024 Proxy Statement

Grants of Plan-Based Awards in 2023

The following table provides information on stock awards and stock options granted in 2023 to each of our named

executive officers.


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards Target(1) ($)	Estimated Future Payouts Under Equity Incentive Plan Awards(2)			All Other Option Awards: Number of Securities Underlying Options(3) (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards(4) ($)
Name	Grant Date		Threshold (#)	Target (#)	Maximum (#)		Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards(4) ($)
Alan D. Schnitzer	2/07/2023		22,618	45,236	90,472			8,550,056
	2/07/2023					119,292	189.01	5,699,058
		n/a(1)
Daniel S. Frey	2/07/2023		3,810	7,619	15,238			1,440,067
	2/07/2023					20,091	189.01	959,828
		n/a
Gregory C. Toczydlowski	2/07/2023		5,397	10,793	21,586			2,039,985
	2/07/2023					28,463	189.01	1,359,792
		n/a
Avrohom J. Kess	2/07/2023		4,524	9,047	18,094			1,709,973
	2/07/2023					23,858	189.01	1,139,792
		n/a
Michael F. Klein	2/07/2023		5,079	10,158	20,316			1,919,964
	2/07/2023					26,788	189.01	1,279,770
		n/a

(1)Other than a maximum annual cash bonus of $10 million with respect to our Chief Executive Officer, our annual Senior Executive

Performance Plan does not include thresholds, targets or maximums that are determinable at the beginning of the performance year. For

additional information regarding annual cash bonuses, see “Compensation Discussion and Analysis—Compensation Elements and

Decisions—Annual Cash Bonus” above. The actual cash bonuses paid to our named executive officers are disclosed in the “Summary

Compensation Table” in the “Non-Equity Incentive Plan Compensation” column.

(2)Represents performance shares granted as part of the annual long-term equity grant in 2023 with respect to performance year 2022. All

performance shares were granted under the Company’s 2014 Stock Incentive Plan. Performance shares represent the right to earn shares

of our common stock based on our attainment of specified performance goals, as described above under “Compensation Discussion and

Analysis—Compensation Elements and Decisions—Long-Term Stock Incentives—Performance Shares”. As described in more detail in that

section, for awards granted in 2023, if our return on equity (as defined in the award agreement) over the three-year performance period

meets the minimum threshold of 8%, then 50% of the number of performance shares awarded and accumulated dividend equivalents will

vest. If our return on equity over the three-year performance period is 10%, then 100% of the number of shares awarded and accumulated

dividend equivalents will vest. If our return on equity over the three-year performance period equals or exceeds 16%, then a maximum of

200% of the number of shares awarded and accumulated dividend equivalents will vest. The estimated future payouts of performance

shares in the table above do not include additional shares that may be allocated to recipients of performance shares as a result of the

phantom reinvestment of dividend equivalents on unvested performance shares, but the value of such additional shares is factored into the

grant date fair values of the performance shares in the table above.

(3)Represents stock options granted in 2023 as part of the annual long-term equity grant with respect to performance year 2022. All stock

options were granted under the Company’s 2014 Stock Incentive Plan.

(4)The amount represents the grant date fair value of stock and option awards measured in accordance with the guidance in FASB ASC Topic

718 using the assumptions discussed in Note 14 to our financial statements for the fiscal year ended December 31, 2023 included in the

Company’s Form 10-K, without taking into account estimated forfeitures. With respect to the performance shares, the estimate of the grant

date fair value determined in accordance with the guidance in FASB ASC Topic 718 assumes the vesting of 100% of the performance

shares awarded.

EXECUTIVE COMPENSATION


2024 Proxy Statement \| The Travelers Companies, Inc.	65

Narrative Supplement to Summary Compensation Table and

Grants of Plan-Based Awards in 2023

Employment Arrangements

Mr. Schnitzer’s Employment Arrangement

On August 4, 2015, the Company entered into an

employment letter with Mr. Schnitzer pursuant to which

he serves as our Chief Executive Officer. As described

more fully in “Potential Payments to Named Executive

Officers Upon Termination of Employment or Change in

Control—Summary of Key Agreements—Mr. Schnitzer’s

Employment Letter”, if Mr. Schnitzer’s employment is

terminated by us without “cause” or he resigns for “good

reason” (each as defined in his agreement), he would

become entitled to receive specified additional benefits.

Additionally, Mr. Schnitzer would be entitled to specified

special protections with respect to his equity awards

following a “change in control”.

Mr. Schnitzer used our corporate aircraft for business

and personal travel and was provided a car and driver or

other ground transportation arrangements, in each case

in accordance with our security policy. See the detailed

discussion under “Compensation Discussion and Analysis

—Other Compensation—Other Benefits—Personal

Security”.

Terms of Equity-Based Awards

Vesting Schedule

Stock option awards granted in 2023 vest in full three

years after the date of grant. Performance shares

reflected in the tables and accumulated dividend

equivalents vest at the end of a three-year performance

period if, and to the extent, performance goals are

attained, as more fully described above in “Compensation

Discussion and Analysis—Compensation Elements and

Decisions—Long-Term Stock Incentives—Performance

Shares”.

Forfeiture and Post-Employment

Treatment

Unvested shares underlying stock option, restricted stock

unit and performance share awards are generally

forfeited upon termination of employment except in

specific cases for which different treatment is provided

(see footnote (2) to the “Potential Payments to Named

Executive Officers Upon Termination of Employment or

Change in Control Table” for a discussion regarding

different treatments).

Option Exercise Price

Stock options have an exercise price equal to the closing

price of our common stock on the date of grant.

Dividends

Dividend equivalents attributable to performance shares

are deemed “reinvested” in additional performance

shares. The additional shares allocated to recipients of

performance shares as a result of the phantom

reinvestment of dividend equivalents on unvested

performance shares will only be distributed upon the

vesting, if any, of such performance shares in accordance

with the performance share award terms.

Option Exercises and Stock Vested in 2023

The following table provides information regarding the values realized by our named executive officers upon the

exercise of stock options and the vesting of stock awards in 2023.


	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise(1) ($)	Number of Shares Acquired on Vesting(2) (#)	Value Realized on Vesting(3) ($)
Alan D. Schnitzer	150,829	12,443,287	89,317	17,014,068
Daniel S. Frey	40,506	2,126,585	16,310	3,106,914
Gregory C. Toczydlowski	—	—	17,475	3,328,959
Avrohom J. Kess	—	—	20,969	3,994,407
Michael F. Klein	40,246	2,329,004	16,310	3,106,914

(1)Value realized on exercise is equal to the difference between the fair market value of the stock acquired upon exercise on the exercise date less

the exercise price, multiplied by the number of options exercised.

(2)The shares acquired upon vesting represent performance shares that are treated as vested on December 31, 2023, the last day of the relevant

three-year performance period, including the following shares in respect of phantom dividend equivalents on such performance shares:

Mr. Schnitzer (5,759 shares), Mr. Frey (1,051 shares), Mr. Toczydlowski (1,126 shares), Mr. Kess (1,352 shares) and Mr. Klein (1,051 shares).

(3)The value realized on vesting is based on the closing price of our common stock on the NYSE on the vesting date. If vesting occurs on a day on

which the NYSE is closed, the value realized on vesting is based on the closing price on the last trading day prior to the vesting date.

EXECUTIVE COMPENSATION


66	The Travelers Companies, Inc. \| 2024 Proxy Statement

Outstanding Equity Awards at December 31, 2023

The following table provides information with respect to the option awards and stock awards held by the named

executive officers at December 31, 2023.


	Option Awards					Stock Awards
							Equity Incentive Plan Awards
Name	Option Award Grant Date	Number of Securities Underlying Unexercised Options(1) (#)		Option Exercise Price ($)	Option Expiration Date	Stock Award Grant Date	Number of Unearned Shares, Units or Other Rights That Have Not Vested(2) (#)	Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($)
Name	Option Award Grant Date	Exercisable	Unexercisable	Option Exercise Price ($)	Option Expiration Date	Stock Award Grant Date
Alan D. Schnitzer	2/09/2017	222,901	—	118.78	2/09/2027
	2/06/2018	162,927	—	140.85	2/06/2028
	2/05/2019	216,246	—	126.18	2/05/2029
	2/04/2020	298,368	—	132.58	2/04/2030
	2/02/2021	—	197,343	139.83	2/02/2031
	2/08/2022	—	144,507	172.50	2/08/2032
						2/08/2022	93,756	17,859,623
	2/07/2023	—	119,292	189.01	2/07/2033
						2/07/2023	92,530	17,626,054
Daniel S. Frey	2/04/2020	58,286	—	132.58	2/04/2030
	2/02/2021	—	36,037	139.83	2/02/2031
	2/08/2022	—	25,205	172.50	2/08/2032
						2/08/2022	16,352	3,114,985
	2/07/2023	—	20,091	189.01	2/07/2033
						2/07/2023	15,585	2,968,718
Gregory C. Toczydlowski	2/02/2016	2,249	—	106.03	2/02/2026
Gregory C. Toczydlowski	2/09/2017	43,342	—	118.78	2/09/2027
	2/06/2018	34,771	—	140.85	2/06/2028
	2/05/2019	42,048	—	126.18	2/05/2029
	2/04/2020	52,735	—	132.58	2/04/2030
	2/02/2021	—	38,611	139.83	2/02/2031
	2/08/2022	—	34,503	172.50	2/08/2032
						2/08/2022	22,385	4,264,100
	2/07/2023	—	28,463	189.01	2/07/2033
						2/07/2023	22,077	4,205,455
Avrohom J. Kess	12/30/2016	30,358	—	122.42	12/30/2026
	2/09/2017	63,155	—	118.78	2/09/2027
	2/06/2018	47,686	—	140.85	2/06/2028
	2/05/2019	61,270	—	126.18	2/05/2029
	2/04/2020	74,939	—	132.58	2/04/2030
	2/02/2021	—	46,333	139.83	2/02/2031
	2/08/2022	—	30,246	172.50	2/08/2032
						2/08/2022	19,623	3,737,903
	2/07/2023	—	23,858	189.01	2/07/2033
						2/07/2023	18,506	3,525,133
Michael F. Klein	2/06/2018	22,287	—	140.85	2/06/2028
	2/05/2019	39,044	—	126.18	2/05/2029
	2/04/2020	48,572	—	132.58	2/04/2030
	2/02/2021	—	36,037	139.83	2/02/2031
	2/08/2022	—	32,486	172.50	2/08/2032
						2/08/2022	21,077	4,014,932
	2/07/2023	—	26,788	189.01	2/07/2033
						2/07/2023	20,778	3,958,030

(1)Stock options are exercisable 100% on the third anniversary of the stock option award grant date.

(2)The number of shares reflected for each of the named executive officers represents the sum of (a) the maximum number of performance

shares and (b) the additional shares that have been allocated to the named executive officer through December 31, 2023, as a result of the

phantom reinvestment of dividend equivalents on the maximum number of performance shares. We have reflected the maximum number of

performance shares for each named executive officer because (a) results for 2022 and 2023, the first and second year of the three-year

performance period for the February 8, 2022 awards, were above target and (b) results for 2023, the first year of the three-year

performance period for the February 7, 2023 awards, were also above target. The actual numbers of shares that will be distributed with

EXECUTIVE COMPENSATION


2024 Proxy Statement \| The Travelers Companies, Inc.	67

respect to the 2022 and 2023 awards are not yet determinable. The awards granted on February 8, 2022 vest in proportion to actual

performance over the three-year performance period ending on December 31, 2024, and the awards granted on February 7, 2023 vest in

proportion to actual performance over the three-year performance period ending on December 31, 2025. For purposes of this column,

fractional shares have been rounded to the nearest whole share. See the description of performance shares in the “Compensation

Discussion and Analysis—Compensation Elements and Decisions—Long-Term Stock Incentives—Performance Shares” section.

(3)The market value is based on the closing price on the NYSE of our common stock on December 29, 2023, the last trading day of 2023

($190.49), multiplied by the number of performance shares reported in the table.

Post-Employment Compensation

The Company has four active retirement plans:

•A qualified 401(k) Savings Plan, which is referenced

under “Compensation Discussion and Analysis—Other

Compensation—Deferred Compensation”;

•A qualified pension plan (the “Pension Plan”), which is

discussed under “—Pension Benefits for 2023” below;

•A non-qualified pension restoration plan that is a

component of the Benefit Equalization Plan described

below (the “Pension Restoration Plan”), which is

discussed under “—Pension Benefits for 2023”

below; and

•A non-qualified deferred compensation plan (the

“Deferred Compensation Plan”), which is discussed

under “—Non-Qualified Deferred Compensation for

2023” below.

The Company has two inactive retirement plans from

which benefits are still payable to one or more named

executive officers but under which no additional benefits

are being earned (other than earnings credits as

described below):

•A non-qualified pension plan maintained by TPC prior

to the Merger that is a component of the Benefit

Equalization Plan (the “TPC Benefit Equalization

Plan”), which is discussed under “—Pension Benefits

for 2023” below; and

•A non-qualified deferred compensation plan maintained

by The St. Paul prior to the Merger that is a component

of the Benefit Equalization Plan (the “Executive

Savings Plan”), which is discussed under “—Non-

Qualified Deferred Compensation for 2023” below.

Pension Benefits for 2023

The following table provides information regarding the pension benefits for our named executive officers under the

Company’s pension plans. The material terms of the plans are described following the table.


Name	Plan Name	Number of Years Credited Service(1)	Present Value of Accumulated Benefit(2) ($)	Payments During Last Fiscal Year ($)
Alan D. Schnitzer	Pension Plan	16	238,847	—
	Pension Restoration Plan	16	4,119,146	—
Daniel S. Frey	Pension Plan	21	209,249	—
	Pension Restoration Plan	21	994,165	—
Gregory C. Toczydlowski	Pension Plan	34	472,796	—
	Pension Restoration Plan	34	2,426,914	—
	TPC Benefit Equalization Plan(3)	11	11,590	—
Avrohom J. Kess	Pension Plan	7	76,912	—
	Pension Restoration Plan	7	894,272	—
Michael F. Klein	Pension Plan	34	557,036	—
	Pension Restoration Plan	34	2,144,484	—

(1)Credited service includes (as applicable) service for time worked at the Company plus TPC, Citigroup and certain of its affiliates and

predecessors (prior to August 20, 2002) and The St. Paul. Number of years of credited service represents actual years of service. We do

not have a policy with respect to granting extra years of credited service.

(2)The present value of accumulated benefit is calculated by projecting the qualified and non-qualified cash-balance accounts reflected in the

tables below forward to age 65 by applying a 4.01% interest rate (except for some sub-accounts which use a 6.00% rate) and then

discounting back to December 31, 2023, using a discount rate of 5.02% for the Pension Plan and 4.94% for the Pension Restoration Plan

and the TPC Benefit Equalization Plan. These are the same assumptions the Company uses for financial reporting purposes. See Note 15

to our financial statements for the fiscal year ended December 31, 2023, included in the Company’s Form 10-K.

(3)Service under the TPC Benefit Equalization Plan was frozen as of January 1, 2002, and the plan was merged into the Benefit Equalization

Plan as of January 1, 2009.

EXECUTIVE COMPENSATION


68	The Travelers Companies, Inc. \| 2024 Proxy Statement

The Company’s Pension Plan

The Company’s Pension Plan is a qualified defined

benefit pension plan with a cash-balance formula or, for

certain legacy participants, traditional final average pay

formulas or legacy frozen cash-balance formulas. Each

named executive officer participates in the cash-balance

formula under which the named executive officer has a

hypothetical account balance that grows with interest and

pay credits each year. As of December 31, 2023, the

named executive officers’ qualified pension account

balances were as follows:


Name	Qualified Account Balance at December 31, 2023(1)
Alan D. Schnitzer		$255,391
Daniel S. Frey		$220,727
Gregory C. Toczydlowski		$505,033
Avrohom J. Kess		$84,351
Michael F. Klein		$607,267

(1)These dollar amounts represent the participant’s account balance

rather than the present value of the accumulated benefit, which is

set forth in the “—Pension Benefits for 2023” table above and

calculated as described in footnote (2) to that table.

Interest credits are applied quarterly to the prior quarter’s

cash-balance pension account balance. These interest

credits are generally based on the yield on ten-year

treasury bonds, subject to a minimum annual interest rate

of 4.01%.

Pay credits are calculated on an annual basis as a

percentage of compensation, with the percentage

determined based on the sum of age plus service at the

end of the year under the following schedule:


Age + Service	Pay Credit
< 30	2.00%
30 - 39	2.50%
40 - 49	3.00%
50 - 59	4.00%
60 - 69	5.00%
> 69	6.00%

Service is calculated based on elapsed time with the

Company plus any service with TPC, Citigroup and

certain of its affiliates and predecessors (prior to August

20, 2002) and The St. Paul. Pay credits are calculated by

multiplying the appropriate pay credit percentage by the

named executive officer’s compensation for the year,

including base salary and bonus, up to the qualified plan

compensation limit (which for 2023 was $330,000).

The pension plan benefit is subject to the qualified plan

benefit limit (if applicable) under Internal Revenue Code

of 1986, as amended (the “Internal Revenue Code”),

income tax provisions.

The plan’s normal retirement age is 65. However, under

the cash-balance formula, participants are eligible to

receive a distribution from the plan any time after they

vest (currently after three years of service) and they

separate from us. Once separated from us, participants

may elect to receive a lump sum payment, life annuity,

50% joint and survivor annuity, 75% joint and survivor

annuity, 100% joint and survivor annuity or a ten-year

certain and life annuity. All payment forms are actuarially

equivalent. Eligible part-time employees who are at least

age 62 can apply for an in-service distribution from the

plan, calculated as if they separated from us. There are

no special early retirement benefits under the cash-

balance formula, even in the case of an in-service

distribution.

Under the plan, the benefits of some participants may be

determined in whole or in part under transition benefit

rules—that is, legacy benefit provisions.

The Company’s Benefit Equalization Plan

(Non-Qualified Pension Plan Components)

The Benefit Equalization Plan consists of three

components:

•the Pension Restoration Plan (currently active);

•the TPC Benefit Equalization Plan (currently

inactive); and

•the Executive Savings Plan (currently inactive;

described under “—Non-Qualified Deferred

Compensation for 2023” below).

The Benefit Equalization Plan is not funded, and plan

participants have only an unsecured contractual

commitment by the Company to pay amounts owed

under the plan.

Pension Restoration Plan (Non-Qualified

Pension Plan)

The Pension Restoration Plan is a non-qualified pension

restoration plan which provides non-qualified pension

benefits on compensation and benefits in excess of the

qualified plan compensation limit and the benefit limit (if

applicable) under Internal Revenue Code income tax

provisions. Benefits under the plan accrue, in the same

manner as described above for the Company’s Pension

Plan, for pay and benefits in excess of the compensation

limit and the benefit limit (if applicable).

As of December 31, 2023, the named executive officers’

non-qualified pension account balances were as follows:


Name	Non-Qualified Account Balance at December 31, 2023(1)
Alan D. Schnitzer		$4,381,261
Daniel S. Frey		$1,044,289
Gregory C. Toczydlowski		$2,602,762
Avrohom J. Kess		$973,647
Michael F. Klein		$2,322,001

(1)These dollar amounts represent the participant’s account balance

rather than the present value of the accumulated benefit, which is

set forth in the “—Pension Benefits for 2023” table and calculated

as described in footnote (2) to that table.

EXECUTIVE COMPENSATION


2024 Proxy Statement \| The Travelers Companies, Inc.	69

The plan’s normal retirement age is 65. However,

participants are eligible to receive a distribution from the

plan any time after they vest (currently after three years

of service) and they separate from us, subject to a six-

month delayed payment requirement following

separation. Once separated from us, participants will

receive their benefit in ten annual installment payments

(for account balances greater than $50,000) or a single

lump sum payment (for balances equal to or less than

$50,000). There are no special early retirement benefits.

To the extent that a participant’s qualified plan benefits

are determined under legacy benefit provisions, those

provisions can affect the benefits payable under the

Pension Restoration Plan.

TPC Benefit Equalization Plan (Non-Qualified

Pension Plan)

The TPC Benefit Equalization Plan is a non-qualified

pension plan. Benefit accruals were frozen as of January

1, 2002. As of January 1, 2009, the TPC Benefit

Equalization Plan was merged into the Benefit

Equalization Plan. Participants in the plan have cash-

balance accounts that accrue interest credits but no pay

credits. As of December 31, 2023, the non-qualified

account balance for Mr. Toczydlowski, the only participant

among the named executive officers, was as follows:


Name	Non-Qualified Account Balance at December 31, 2023(1)
Gregory C. Toczydlowski		$12,430

(1)This dollar amount represents the participant’s account balance

rather than the present value of the accumulated benefit, which is

set forth in the “—Pension Benefits for 2023” table and calculated

as described in footnote (2) to that table.

Interest credits are applied quarterly to the prior quarter’s

account balance. These interest credits are generally

based on the yield on ten-year treasury bonds, subject to

a minimum annual interest rate of 4.01%. The plan’s

normal retirement age is 65. However, Mr. Toczydlowski

is eligible to receive a distribution from the plan any time

after becoming vested, attaining age 55 and separating

from us. The participant may elect to receive a lump sum

payment, life annuity, 50% joint and survivor annuity, 75%

joint and survivor annuity or 100% joint and survivor

annuity. All payment forms are actuarially equivalent.

There are no special early retirement benefits. To the

extent that a participant’s qualified plan benefits are

determined under legacy benefit provisions, those

provisions can affect the benefits payable under the TPC

Benefit Equalization Plan.

Non-Qualified Deferred Compensation for 2023

The following table provides information regarding

contributions, earnings and balances for our named

executive officers under the active Deferred

Compensation Plan, as well as under the Executive

Savings Plan, which is closed to new deferrals. Under

each of the plans, no Company “match” is currently made

on amounts deferred, account balances are fully vested

at all times, and the Company does not provide any

opportunity for above-market or preferential earnings, nor

does it provide any minimum internal rate of return.

Additionally, the Deferred Compensation Plan and the

Executive Savings Plan do not permit “hardship”

withdrawals. The Deferred Compensation Plan and

Executive Savings Plan are not funded, and plan

participants have only an unsecured contractual

commitment by the Company to pay amounts owed

under each plan. Each of these plans is further described

below.


Name	Non-Qualified Deferred Compensation Plan Name	Executive Contributions in 2023(1) ($)	Company Contributions in 2023 ($)	Aggregate Earnings in 2023 ($)	Aggregate Withdrawals/ Distributions in 2023 ($)	Aggregate Balance at 12/31/23(2) ($)
Alan D. Schnitzer	Deferred Compensation Plan	—	—	1,617,146	—	11,295,266
Daniel S. Frey		—	—	—	—	—
Gregory C. Toczydlowski		—	—	—	—	—
Avrohom J. Kess	Deferred Compensation Plan	2,702,501	—	3,293,102	—	18,325,110
Michael F. Klein	Deferred Compensation Plan	—	—	178,039	—	1,065,469
	Executive Savings Plan	—	—	933	—	10,932

(1)Of Mr. Kess’s contributions, $475,001 was reported as “Salary” in the “Summary Compensation Table” for 2023 and $2,227,500, which was

otherwise payable in 2024 for performance year 2023, was reported as “Non-Equity Incentive Plan Compensation” in the “Summary

Compensation Table” for 2023.

(2)Of the totals in this column, the following amounts have been reported in the “Summary Compensation Table” for this year and for previous

years.


Name		2023	Previous Years		Total
Alan D. Schnitzer		—		$4,000,000		$4,000,000
Avrohom J. Kess	$2,702,501			$12,408,212		$15,110,713

EXECUTIVE COMPENSATION


70	The Travelers Companies, Inc. \| 2024 Proxy Statement

Deferred Compensation Plan

The Company’s Deferred Compensation Plan is a non-

qualified plan that, in 2023, allowed each U.S. employee

who is at the Vice President level or above to defer

receipt of up to 50% of his or her salary and/or up to

100% of his or her annual bonus until a date or dates

elected by the employee. Employees participating in the

Deferred Compensation Plan elect the time and form of

payout prior to the year in which the deferred amounts

are earned. These elections are irrevocable.

Participants in the plan may receive distributions of

deferred accounts in three situations: when the

participant terminates employment or retires (in which

case, payment will be made or commence six months

after the date of the termination or retirement) or upon a

distribution date the participant specifies in advance and

that occurs while the participant is still an employee of the

Company. If the participant’s balance is greater than

$10,000, the participant may elect to receive retirement

distributions and in-service distributions as a lump sum or

in up to ten annual installments. All other distributions will

be paid in a lump sum. Balances remaining at the time of

the executive’s death will be paid in a lump sum, unless

distributions in installment payments have already begun.

Deferrals may be allocated among hypothetical

investment options that mirror the investment options

available under our qualified 401(k) Savings Plan.

As of December 31, 2023, Messrs. Schnitzer, Kess and

Klein were the only named executive officers with

account balances under the Deferred Compensation

Plan, as shown above.

Executive Savings Plan

The Executive Savings Plan is a legacy non-qualified

excess deferral plan that has been a component of the

Benefit Equalization Plan since it was established by The

St. Paul in 1976. It includes salary deferrals and

Company matching contributions made to the plan prior

to the closing of the plan to any new deferrals as of

January 1, 2005. Executives will receive distribution of

their vested accounts upon termination of employment

from the Company, with some accounts subject to a six-

month delayed payment requirement following

separation. Once separated from us, executives will

receive their benefits in ten annual installment payments

(for account balances greater than $50,000) or a single

lump sum (for balances of $50,000 or less). Balances

remaining at the time of the executive’s death will be paid

in a lump sum, unless distributions in installment

payments have already begun.

Deferrals may be allocated among hypothetical

investment options that mirror the investment options

available under our qualified 401(k) Savings Plan.

As of December 31, 2023, Mr. Klein was the only named

executive officer with an account balance under the

Executive Savings Plan, as shown above.

Potential Payments to Named Executive Officers Upon

Termination of Employment or Change in Control

The following table describes the potential payments and

benefits under the Company’s compensation and benefit

plans and contractual agreements to which the named

executive officers would have been entitled if a

termination of employment or change in control occurred

on the last business day of 2023.

The only agreements, arrangements or plans that entitle

executive officers to severance, perquisites or other

enhanced benefits upon termination of their employment

or change in control are:

•Mr. Schnitzer’s employment letter, as described

following the table;

•the individual non-solicitation and non-disclosure

agreements executed by members of our Management

Committee (other than Mr. Schnitzer), as described

following the table;

•the non-competition agreements executed by all

members of the Management Committee, as described

in footnote (1) to the table;

•the Company’s Executive Severance Plan, as

described in footnote (3) to the table; and

•the terms of performance share and stock option

awards.

The amounts shown in the table below do not include:

•payments and benefits to the extent they are provided

generally to all salaried employees upon termination of

employment and do not discriminate in scope, terms or

operation in favor of the named executive officers

(including welfare benefits that are provided to all U.S.

retirees of the Company);

•regular pension benefits under our Pension Plan, the

Benefit Equalization Plan or the TPC Benefit

Equalization Plan (see “Post-Employment

Compensation—Pension Benefits for 2023” above);

and

•distributions of previously vested plan balances under

our 401(k) Savings Plan, the Deferred Compensation

Plan and the Executive Savings Plan (see

“Compensation Discussion and Analysis—Other

Compensation—Deferred Compensation” for

information about those plans generally and “Post-

Employment Compensation—Non-Qualified Deferred

Compensation for 2023” above for information about

the Deferred Compensation Plan and the Executive

Savings Plan).

EXECUTIVE COMPENSATION


2024 Proxy Statement \| The Travelers Companies, Inc.	71

Potential Payments to Named Executive Officers Upon Termination of

Employment or Change in Control Table


Named Executive Officer	Involuntary Termination Without “Cause” or, if Applicable, Voluntary Termination for “Good Reason” ($)	Additional Value if Involuntary Termination without “Cause” or, if Applicable, Voluntary Termination for “Good Reason” Follows a Change in Control ($)	Change in Control ($)	Voluntary Termination without “Good Reason”, including Voluntary Retirement ($)	Disability ($)	Death ($)
Alan D. Schnitzer
Cash Severance Payment(1)	27,037,500	—	—	10,837,500	—	—
Acceleration of Equity Awards(2)	12,773,629	21,654,096	—	12,773,629	12,773,629	30,516,468
Value of Continuing Benefits(3)	28,306	—	—	6,846	—	—
Total Termination Benefits	39,839,435	21,654,096	—	23,617,975	12,773,629	30,516,468
Daniel S. Frey
Cash Severance Payment(1)	9,037,500	—	—	2,737,500	—	—
Acceleration of Equity Awards(2)	2,308,807	—	—	2,308,807	2,308,807	5,350,659
Value of Continuing Benefits(3)	10,138	—	—	5,508	—	—
Total Termination Benefits	11,356,445	—	—	5,051,815	2,308,807	5,350,659
Gregory C. Toczydlowski
Cash Severance Payment(1)	10,695,000	—	—	3,435,000	—	—
Acceleration of Equity Awards(2)	2,618,867	—	—	2,618,867	2,618,867	6,853,645
Value of Continuing Benefits(3)	12,412	—	—	7,782	—	—
Total Termination Benefits	13,326,279	—	—	6,061,649	2,618,867	6,853,645
Avrohom J. Kess
Cash Severance Payment(1)	10,415,625	—	—	3,393,750	—	—
Acceleration of Equity Awards(2)	—	2,926,665	—	—	2,926,665	6,558,183
Value of Continuing Benefits(3)	12,412	—	—	7,782	—	—
Total Termination Benefits	10,428,037	2,926,665	—	3,401,532	2,926,665	6,558,183
Michael F. Klein
Cash Severance Payment(1)	9,775,000	—	—	3,175,000	—	—
Acceleration of Equity Awards(2)	2,449,704	—	—	2,449,704	2,449,704	6,436,185
Value of Continuing Benefits(3)	12,412	—	—	7,782	—	—
Total Termination Benefits	12,237,116	—	—	5,632,486	2,449,704	6,436,185

(1)Cash Severance Payments:

•Under the terms of Mr. Schnitzer’s employment letter, severance payments in the event of an involuntary termination without “cause” or

a voluntary termination for “good reason” (each as defined in his agreement and described following this table) are equal to two times his

base salary at termination plus two times the greater of: (a) the average of his two most recent annual cash bonuses and (b) 250% of his

base salary at the time of termination.

•Pursuant to the terms of the individual non-solicitation and non-disclosure agreements, each of the named executive officers (other than

Mr. Schnitzer) is eligible to receive a severance benefit if they are involuntarily terminated due to a reduction in force or for reasons other

than “cause” or if they are asked to take a substantial demotion. All such named executive officers are eligible to receive a benefit equal

to his total monthly cash compensation for at least 21 months (24 months for Messrs. Frey, Toczydlowski and Klein due to each having

at least 10 years of service with the Company). For such named executive officers, total monthly cash compensation is equal to, at least,

1/12th of the executive’s annual base salary in effect at the time of his termination, plus the greater of: (a) 1/12th of the average of the

executive’s two most recent annual cash bonuses or (b) 1/12th of 125% of final annual base salary.

•The cash severance payments listed assume that there would be no cutback of payments to avoid subjecting the executives to an

excise tax under Section 280G of the Internal Revenue Code.

•The named executive officers, along with other members of our Management Committee, are each subject to a non-competition

agreement that entitles an executive to specified post-termination payments if the Company elects, at the time of termination, to impose

a six-month non-compete period. Under the non-competition agreements, if the Company elects to impose a six-month non-compete

period with respect to a particular executive and the executive complies with such obligations, the executive will be entitled to receive a

lump sum payment at the end of the period equal to the sum of (a) six months’ base salary plus (b) 50% of the executive’s average

annual bonus for the prior two years plus (c) 50% of the aggregate grant date fair value of the executive’s average annual equity awards

for the prior two years. The table above assumes that the Company will elect to impose the six-month non-compete period and will make

EXECUTIVE COMPENSATION


72	The Travelers Companies, Inc. \| 2024 Proxy Statement

the corresponding payments to each named executive officer in the event of a termination without “cause” or for “good reason” (including

termination without “cause” or for “good reason” within 24 months following a “change of control”) or a voluntary termination without

“good reason”, including voluntary retirement. Under his employment letter, in the case of Mr. Schnitzer’s voluntary termination for “good

reason” or involuntary termination without “cause” within 24 months following a “change in control”, the Company has elected to impose

the six-month non-compete period.

(2)Acceleration of Equity Awards:

•“Acceleration of Equity Awards” is presented as the sum of the values as of the last business day of 2023 of the additional benefit from

the acceleration of vesting, if any, of stock options and performance shares that would have occurred as a result of termination under the

different circumstances presented. Performance share awards for the 2021-2023 performance period are treated as vested as of the last

business day of 2023 and are not included in this table because the vesting of these awards is reflected in the “Option Exercises and

Stock Vested in 2023” table above and the shares are no longer reflected in the “Outstanding Equity Awards at December 31, 2023”

table above.

•The terms of Mr. Schnitzer’s employment letter provide for acceleration of all outstanding equity awards (after giving effect to the

conversion of his performance-vesting awards into time-vesting awards upon a change in control) in the event of a termination by the

Company without “cause” or voluntary termination for “good reason”, but only if such termination occurs within 24 months following a

change in control of the Company. Mr. Schnitzer’s outstanding equity awards would also become fully vested in the event of a change in

control if the ultimate parent or surviving entity does not assume the awards. The table above assumes the ultimate parent or surviving

entity would assume the awards and therefore does not reflect an incremental value for this circumstance.

•Outstanding unvested stock options and performance shares granted to all employees include “double triggered” vesting in the event of

a termination by the Company without “cause” or voluntary termination for “good reason” that occurs within 24 months following a

change in control of the Company (although Mr. Schnitzer’s vesting protection in connection with a change in control would continue to

be governed by the terms of his employment letter as described above). In the case of stock option grants, any such termination would

result in immediate accelerated vesting of the stock options. In the case of performance share grants, any such termination would result

in a waiver of the service vesting conditions for such awards, but the ultimate vesting of the performance shares would remain subject to

the achievement of the actual performance goals during the performance period (other than with respect to Mr. Schnitzer, whose

performance shares would convert into time-vesting awards in connection with a change in control).

•For stock options, the additional benefit to the named executive officer resulting from the acceleration of vesting reflected in the table is

the value that the named executive officer would receive if his employment terminated on the last business day of 2023. On the last

business day of 2023, Messrs. Schnitzer, Frey, Toczydlowski and Klein met the “retirement rule”. Under the current provisions in their

option award grants, had Mr. Schnitzer, Mr. Frey, Mr. Toczydlowski or Mr. Klein terminated employment as a result of involuntary

termination without cause, termination for good reason, voluntary retirement, disability or death on the last business day of 2023, each

would have been entitled to acceleration of their outstanding unvested stock option awards. Vested stock options may be exercised for

up to three years (for grants prior to 2021) or five years (for grants made since 2021) from the termination date (one year in the case of

death), but no later than the original option expiration date.

•On the last business day of 2023, Mr. Kess did not meet the “retirement rule”. Under the current provisions in his applicable option award

grants, had the employment of Mr. Kess been involuntarily terminated (with or without cause) or voluntarily terminated on the last

business day of 2023, vesting would have immediately stopped and all unvested options would have been canceled. If Mr. Kess

terminated employment as a result of disability or death, his unvested option awards would have become fully vested and exercisable for

up to one year from the termination date.

•The value of accelerated stock options, for purposes of this table, was determined by subtracting the exercise price of the original stock

option from the closing stock price on the NYSE of $190.49 on the last business day of 2023, and multiplying the result, if a positive

number (in-the-money), by the number of option shares that would vest as a result of termination.

•In the event of a termination due to death, the full number of performance shares originally granted plus allocated dividend equivalent

shares allocated to date would vest immediately at 100%. The amounts reflected in “Acceleration of Equity Awards” is determined by

multiplying the closing stock price of $190.49 on the last business day of 2023, by the number of performance shares and related

dividend equivalent shares that would be paid out upon death.

•In the event of termination due to disability, the full number of performance shares originally granted plus allocated dividend equivalent

shares would vest according to their original vesting schedule (that is, at the end of the performance period), to the extent that the goals

for the applicable performance periods have been met. For Messrs. Schnitzer, Frey, Toczydlowski and Klein in the event of termination

due to a qualifying retirement, all of their performance shares would vest according to their original vesting schedule, to the extent that

the goals for the applicable performance periods have been met. In the event of any other termination circumstances, the performance

shares and attributed dividend equivalent shares would be forfeited, other than as described above in connection with some terminations

following a change in control. Accordingly, no acceleration of vesting of the performance shares has been included under any

termination circumstances other than death (or in the case of a qualifying termination following a change in control in the case of

Mr. Schnitzer’s performance shares) in the table above.

(3)Value of Continuing Benefits:

•For Mr. Schnitzer, the estimated value of continuing benefits as of the last business day of 2023 reflects two years of medical and dental

premiums in the event of an involuntary termination without “cause” or a voluntary termination for “good reason”.

•For all of the named executive officers (other than Mr. Schnitzer), the value of continuing benefits as of the last business day of 2023

reflects the cash value of nine months of outplacement services under the Company’s Executive Severance Plan in the event of

involuntary termination without “cause” or voluntary termination for “good reason”. If the named executive officer has not secured viable

employment within nine months, these outplacement services may be extended, at the Company’s discretion, on a month-to-month

basis for an additional cost to the Company of $540 per month.

•As discussed under “Compensation Discussion and Analysis-Non-Competition Agreements”, the named executive officers, along with

other members of our Management Committee, are each subject to a non-competition agreement that entitles an executive to specified

EXECUTIVE COMPENSATION


2024 Proxy Statement \| The Travelers Companies, Inc.	73

post-termination payments if the Company elects, at the time of termination, to impose a six-month non-compete period. Under the non-

competition agreements, if the Company elects to impose a six-month non-compete period with respect to a particular executive and the

executive complies with such obligations, the executive will be entitled to reimbursement for the cost of continuing health benefits on

similar economic terms as in place immediately prior to the executive’s termination date during the six-month non-compete period or to

payment of an equivalent amount, payable at the end of the period, and the value of these benefits (other than for Mr. Schnitzer) is

reflected in the table above. In the case of Mr. Schnitzer, whose employment arrangement provides for the continuation of health

benefits as explained above in this footnote (3) for a period longer than that specified in his non-competition agreement, no additional

benefit is reflected with respect to his non-competition agreement in the case of voluntary termination for good reason or involuntary

termination without cause.

Summary of Key Agreements

Mr. Schnitzer’s Employment Letter

On August 4, 2015, the Company entered into an

employment letter with Mr. Schnitzer, our Chairman and

Chief Executive Officer.

If Mr. Schnitzer’s employment is terminated without

“cause” or if he were to resign for “good reason” (each as

defined in his employment letter and summarized below),

he would be entitled to severance payments equal to two

times his base salary at termination plus two times the

greater of: (a) the average of his two most recent annual

cash bonuses and (b) 250% of his base salary at the time

of termination. Additionally, Mr. Schnitzer would be

entitled to receive up to 24 months of continued medical

benefits.

Upon a “change in control” (as defined in Mr. Schnitzer’s

non-competition agreement), all of his then outstanding

performance-vesting equity awards would convert into

time-vesting awards based on actual performance

through the end of the Company’s most recently

completed fiscal year prior to the change of control (or

based on deemed target level performance, in the case of

awards outstanding for less than one year). Additionally, if

Mr. Schnitzer’s employment is terminated within 24

months following such a change of control by us other

than for “cause” or by him for “good reason”, Mr.

Schnitzer would also be entitled to full vesting of his

outstanding equity awards (after giving effect to the

adjustments described above in the case of performance-

based equity awards), and the Company will be deemed

to have exercised its “non-competition option” under the

non-competition agreement between the Company and

Mr. Schnitzer, which will subject Mr. Schnitzer to a six-

month covenant not to compete with the Company and

require the Company to make a corresponding payment

to Mr. Schnitzer as described more fully under

“Compensation Discussion and Analysis—Non-

Competition Agreements”.

The term “cause” is defined in his employment letter as

Mr. Schnitzer’s conviction of any felony, his willful

misconduct in connection with the performance of his

duties or his taking illegal action in his business or

personal life that harms the reputation or damages the

good name of the Company.

“Good reason” is generally defined in his employment

letter to include such situations as: (1) reduction in base

salary, bonus opportunity or aggregate

compensation opportunity; (2) a diminution in his title,

duties or responsibilities; (3) a consequential, involuntary

relocation of his principal place of business; or (4) a

material breach by the Company of his employment letter.

Severance Under Non-Solicitation and

Non-Disclosure Agreements and Non-

Competition Agreements

Each of the named executive officers listed in the table

above (other than Mr. Schnitzer) is eligible to receive a

severance benefit under his respective non-solicitation

and non-disclosure agreement if asked to take a

substantial demotion or if any of them is involuntarily

terminated due to a reduction in force or for reasons other

than “cause” as defined in the agreements. The

severance benefit payable is equal to the executive’s total

monthly cash compensation for 21 to 24 months,

depending on his years of service with the Company, with

the total monthly cash compensation equal to, at least,

1/12th of the executive’s annual base salary in effect at

the time of the executive’s termination, plus the greater

of: (1) 1/12th of the average of the executive’s two most

recent annual cash bonuses or (2) 1/12th of 125% of final

annual base salary for any named executive officer

serving as Vice Chairman or an Executive Vice President

or equivalent. In addition, each of our named executive

officers is entitled to severance pursuant to the terms of a

non-competition agreement, as more fully described

under “Compensation Discussion and Analysis — Non-

Competition Agreements.”

Equity Recapture/Recoupment Provisions

The Board has adopted policies requiring the

reimbursement and/or cancellation of all or a portion of

any incentive cash bonus or equity-based incentive

compensation awarded to a member of the Management

Committee or other officers who are subject to Section 16

of the Exchange Act in specified circumstances relating to

a restatement of Company financial results. In addition, in

connection with equity awards, each recipient accepts the

terms of an agreement that provides for the recapture by

us of the equity awards during a one-year period

following his or her departure, under specified

circumstances. See “Compensation Discussion and

Analysis—Recapture/Forfeiture Provisions”.

EXECUTIVE COMPENSATION


74	The Travelers Companies, Inc. \| 2024 Proxy Statement



ITEM 4	Shareholder Proposal Relating to a Report on Methane in the Energy Sector	Your Board recommends you vote AGAINST this Shareholder Proposal Relating to a Report on Methane in the Energy Sector

Green Century Capital Management, Inc. located at 114

State Street, Suite 200, Boston, MA 02109, has advised

us that it plans to introduce the following resolution on

behalf of Green Century Balanced Fund. Green Century

Balanced Fund is the beneficial holder of at least $25,000

of the Company’s common stock.

WHEREAS: As an underwriter of property and casualty

insurance for the energy sector, including oil and gas

producers, drilling contractors, suppliers, well operators,

and mid-stream companies involved in storage,

processing and transportation, Travelers may be exposed

to risk if it does not adequately address methane

emissions attributable to its clients.

Methane is a powerful greenhouse gas (GHG). Over a

20-year period, methane is 80 times more potent than

carbon dioxide, and the United Nations identifies

methane as the primary contributor to the formation of

ground-level ozone and associated health hazards.1 The

energy sector is responsible for nearly 40% of

anthropogenic methane emissions, with releases from oil

and gas operations comprising nearly 61% of that figure.2

Recently, investors, NGOs, and legislators have

scrutinized insurers’ underwriting and investment

practices associated with the fossil fuel industry, seeking

comprehensive reductions of insurance-associated GHG

emissions.3,4 Helping clients reduce methane emissions

presents an opportunity for insurers to facilitate real world

impacts and demonstrate environmental stewardship.

JPMorgan Chase writes in its 2023 brief entitled, The

Methane Emissions Opportunity, "Reducing methane

emissions and flaring in the Oil & Gas sector is an

immediate action that can produce positive outcomes for

businesses, the climate, and energy security.”5 Further, it

states “... many Oil & Gas stakeholders, including

investors, policymakers, insurance providers, and non-

governmental organizations, are recognizing that

reducing methane emissions is a pragmatic opportunity

and are beginning to take action.”6

In March 2023, Travelers’ peer, Chubb, announced that

coverage of clients involved in oil and gas extraction

projects would be “contingent on client adoption of

evidence-based plans to reduce methane emissions.”7 By

July, it had engaged 59 clients and started to assess their

management of methane leaks, venting, and flaring. It

subsequently developed a methane hub, providing clients

guidelines and resources in pursuit of methane emissions

reductions.8 Because of Chubb’s proactive approach, its

clients are likely better positioned to comply with

strengthened methane emissions regulations in the U.S.

and Canada.

As an insurer of owners, operators, and service

contractors in the oil and gas industry, Travelers may be

poised to help its clients improve management of their

methane emissions, thereby better aligning the Company

with its commitment to a “long-term sustainable approach

to protecting the environment.”9

RESOLVED: Shareholders request that Travelers issue a

report on methane in the energy sector, including

assessing whether and how it would be appropriate for

the Company to engage with energy sector clients on

their methane emissions.

SUPPORTING STATEMENT: At board and

management’s discretion, we recommend that the report

consider how it might support meaningful measurement

and reduction of methane emissions among its clients

through a range of possible measures including

disseminating informational materials, training programs

or media, integration with other climate transition

communications, and if appropriate, integration to the

underwriting process.

SHAREHOLDER PROPOSALS


2024 Proxy Statement \| The Travelers Companies, Inc.	75

1 https://www.unep.org/news-and-stories/story/methane-emissions-are-driving-climate-change-heres-how-reduce-them

2 https://www.iea.org/energy-system/fossil-fuels/methane-abatement

3 https://www.businessinsurance.com/article/20230609/NEWS06/912357960/US-Senate-budget-committee-opens-investigationinto-major-insurers-AIG,-Traveler

4 https://global.insure-our-future.com/scorecard-2023/

5 https://www.jpmorgan.com/content/dam/jpm/cib/complex/content/redesign-custom-builds/carboncompass/JPMC_methane.pdf. Pg1.

6 Ibid. Pg1.

7 https://news.chubb.com/2023-03-22-Chubb-Announces-New-Climate-and-Conservation-Focused-Underwriting-Standards-forOil-and-Gas-Extraction

8 https://about.chubb.com/content/dam/chubb-sites/chubb/about-chubb/citizenship/environment/pdf/chubb_2023_climaterelated_financial_disclosure_report.pdf

Pg11.

9 https://sustainability.travelers.com/iw-documents/sustainability/Travelers_TCFDReport2022.pdf

Your Company’s Response

The Board of Directors unanimously recommends that shareholders vote AGAINST this proposal for

the following reasons.

As a property casualty insurance company, the Company

recognizes that changing climate conditions affect its

business, and accordingly, the Company considers

climate risk as part of its underwriting, pricing,

reinsurance and investment decisions. The Company is

intently focused on the impacts of changing climate

conditions on its business and is taking robust measures

to appropriately manage both climate-related risks and

opportunities. Further, the Company has been

transparent on these issues through its prominent public

disclosures.

After thoughtfully considering the proposal, the Board

believes that the proposal’s request is not in the best

interest of shareholders. The Board believes that the

preparation of a “report on methane in the energy sector”

would amount to an inadvisable use of significant

management time and corporate resources for the

following reasons:

•Methane emissions are almost never relevant to

the Company’s evaluation of its underwriting risk.

•Where relevant to an underwriting assessment, the

Company incorporates methane-related risks (e.g.,

identification of potential methane leaks) into its

underwriting process, and writing a report on the

consideration of one specific and minor risk

among many would be both wasteful and not

meaningful to investors.

•To the extent the proposal contemplates the

incorporation of methane emissions into underwriting

decisions where the Company believes such emissions

are not relevant to the evaluation of its underwriting

risk, the proposal represents a prescriptive and

inappropriate encroachment on the Company’s

longstanding risk-based approach to underwriting,

which would have significant negative consequences,

including:

•causing the Company to violate state law in certain

states;

•subjecting the Company to contract debarment in

certain states;

•undermining the ability of the Company to

compete effectively in the market;

•damaging customer relationships by introducing

unnecessary friction into the insurance sales

process; and

•negatively impacting customers, communities

and the effective operation of insurance

markets.

•The energy sector constitutes a very small

percentage of the Company’s underwriting portfolio,

and most of the Company’s energy sector clients have

an attenuated connection to methane emissions.

•The Company already provides extensive disclosures

and has a comprehensive and effective approach to

identifying and mitigating climate-related risks in its

business and advancing climate-related opportunities.

The Board also notes that the proposal requests that the

Company “issue a report on methane in the energy

sector.” As a property casualty insurer, the Company

does not have expertise with respect to methane in

the energy sector.

The Proposal’s Request Is Inadvisable Because It Contemplates a Written Report on Methane Issues

That the Company Either: (1) Already Considers In Its Underwriting Process, Where Relevant to

Assessing Underwriting Risk, or (2) Would Not Incorporate Into Its Underwriting Process, Where Not

Predictive of Underwriting Risk.

The business of insurance is highly complex and requires

the application of mathematics, statistics and actuarial

and economic methods to estimate the probability and

financial implications of various risk factors. Throughout

the underwriting and pricing process, the Company’s

actuaries and underwriting professionals apply informed

business judgment and, as required by law, establish

rates based on risk factors that correlate with losses.

Accordingly, as part of the Company’s ordinary-course

underwriting process, when evaluating energy sector

risks, the Company evaluates a number of risk-based

factors, including the customer’s knowledge of and

compliance with safety and environmental regulations.

Depending on the relevant operations, this evaluation

may include the assessment of preventative maintenance

programs designed to identify, among other things,

potential methane leaks before they occur and/or site

monitoring plans for early detection and resolution of

leaks or other concerns relevant to the underwriting risk.

The Company believes that it would be a wasteful use of

significant management time and corporate resources –

and not meaningful to investors – to write a report

describing how the Company incorporates into its

underwriting process one specific and relatively minor risk

out of a plethora of underwriting risks that may be

relevant with respect to any particular entity it

underwrites.

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76	The Travelers Companies, Inc. \| 2024 Proxy Statement

In contrast to potential methane leaks, methane

emissions are almost never relevant to the Company’s

evaluation of its underwriting risk – i.e., they almost never

correlate with expected risk of future loss. To the extent

the proposal contemplates that the Company consider

integrating methane emissions into underwriting

decisions where the Company does not already do so –

i.e., where the Company believes such emissions are not

relevant to the underwriting risk – the proposal would

represent a prescriptive and inappropriate

encroachment on the Company’s underwriting

judgment, which would have significant negative

consequences:

•The proposal would cause the Company to violate

state law in certain states. Some states in which the

Company conducts business have enacted legislation

that prohibits insurers from refusing to insure, charging

a different rate and/or offering different terms and

conditions based on environmental or social criteria,

unless such act is the result of the application of sound

underwriting and actuarial principles related to actual

or reasonable anticipated loss experience. These state

statutes preclude Travelers from incorporating

methane emissions as a factor in its underwriting

process to the extent not predictive of risk – in other

words, to the extent the Company does not already do

so pursuant to its risk-based approach to underwriting.

•By causing the Company to penalize companies in

the energy sector, the proposal would subject the

Company to contract debarment in certain states.

To the extent the proposal would result in the Company

terminating business with, or otherwise penalizing,

companies involved in the oil and gas industry without

an ordinary business purpose, the Company could be

deemed to be “boycotting energy companies” and thus

be subject to contract debarment in those states. By

potentially limiting the Company’s ability to contract

with existing and/or potential customers in certain

states, the proposal inappropriately interferes with the

Company’s business decisions regarding whether and

how to best compete in those markets.

•The proposal would undermine the ability of the

Company to compete effectively in the market. To

the extent the proposal’s request is intended to compel

the Company to consider in its underwriting methane

emissions regardless of whether predictive of risk, the

proposal inappropriately seeks to replace the

Company’s time-tested underwriting strategy and

attempts to prescribe the Company’s business

decisions. In so doing, the proposal inappropriately

interferes with decisions that are at the heart of an

insurer’s business model and would undermine the

ability of the Company to function in the manner that

has allowed it to meet its obligations to its customers

and other stakeholders, as well as to deliver industry-

leading returns to its shareholders over time.

•The proposal would introduce unnecessary friction

into the insurance sales process, which would

damage customer relationships and put the

Company at a competitive disadvantage. The

proposal contemplates that the Company consider

engaging with energy sector customers on methane

emission reduction. Any substantive and meaningful

engagement, such as requiring customers to

participate in training sessions or to complete

questionnaires unrelated to actuarial risk, would be

burdensome for customers and provide no value to the

underwriting process, thereby introducing significant

unnecessary friction into customers’ insurance buying

experience. This would:

•directly conflict with one of the Company’s three

innovation priorities – to provide great experiences

for Travelers customers, agents and brokers;

•negatively impact existing customer relationships;

and

•jeopardize the Company’s ability to compete for new

customers.

•By using insurance as a tool to achieve public

policy goals, the proposal would negatively impact

customers, communities and the effective

operation of insurance markets. Risk-based

underwriting and pricing is the bedrock principle of the

insurance industry. It benefits consumers by increasing

the availability of insurance at fair prices that

appropriately reflect the related risks and ensures the

financial solvency of insurers to pay covered claims

decades into the future. Likewise, this approach

benefits communities by ensuring that businesses can

access traditional forms of risk transfer. Incorporating

into insurance underwriting decisions factors that are

not predictive of risk for the purpose of achieving public

policy goals – however admirable – is likely to have

long-term and unintended negative consequences on

the Company, its customers, its communities and the

effective operation of insurance markets.

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2024 Proxy Statement \| The Travelers Companies, Inc.	77

The Proposal’s Request is Inadvisable Given the Relatively Minor Percentage of the Company’s

Underwriting Portfolio Represented by the Energy Sector and the Attenuated Connection That Most

of the Company’s Energy Sector Customers Have to Methane Emissions.

The energy sector constitutes a very small percentage of

the Company’s underwriting portfolio.

The administrative and financial burdens that would be

imposed on the Company by the proposal’s request are

blatantly out of proportion to the very small percentage of

the Company’s underwriting portfolio represented by

energy sector customers, particularly given the

composition of this customer base and its attenuated

connection to methane emissions, as discussed below.

As disclosed in the Company’s most recent Task Force

on Climate-related Financial Disclosures Report (“TCFD

Report”), as of December 31, 2022, only 1.7% of

Travelers domestic direct written premium was related to

the energy industry (inclusive of renewable energy), and

the percentage of Travelers premiums generated from the

energy sector has meaningfully decreased in recent

years; as of December 31, 2022, the Company’s oil and

gas industry-related business represented only 1.3% of

Travelers domestic direct written premium and has

meaningfully declined over time.

Most of the Company’s energy sector customers have an

attenuated connection to methane emissions.

As stated in the Company’s TCFD Report, the Company’s

oil and gas sector customers are primarily entities

engaged in “support activities,” with such customers

representing a majority of the Company’s oil and gas

industry premiums. As opposed to companies directly

engaged in extraction, distribution or refinement activities,

this customer segment is primarily composed of small

and mid-sized contractors, such as plumbers,

pipefitters, electricians and welders, with average annual

revenues of less than $10 million and fewer than 25

employees. The proposal does not seem to be aimed

at these types of businesses, which have only an

attenuated relationship to methane emissions, and

appears not to contemplate the Company’s business

mix or its customer base in the oil and gas industry.

Moreover, based on the profile of the Company’s

customer base and product suite, methane emissions are

rarely relevant to the Company’s evaluation of its

underwriting risk, such that Company engagement with

the majority of its oil and gas-related customers with

respect to methane reduction strategies would have no

relevance from an underwriting perspective, while also

having virtually no impact on methane emissions in the

energy sector.

The Proposal’s Request is Inadvisable in Light of the Company’s Extensive Disclosures and

Comprehensive and Effective Approach to Identifying and Mitigating Climate-Related Risks in its

Business and Advancing Climate-Related Opportunities.

The Company takes comprehensive measures to identify

and mitigate climate-related risks in its business and to

avail itself of climate-related opportunities in the market.

As described in detail in the Company’s TCFD Report,

the Board and its Risk Committee consider responding to

changing climate conditions as part of, and integral to,

overseeing the Company’s business and operations. The

Company also provides robust disclosures with respect to

its management of climate risks and opportunities in its

annual sustainability reporting, including in its TCFD

Report.

The Company has enhanced its already comprehensive

climate-related disclosures in recent years, to include,

among other things:

•additional detail with respect to the composition of the

Company’s business mix, particularly as it relates to

the energy industry;

•an alternative view to understanding GHG emissions

related to the Company’s underwriting portfolio, by

disclosing the Company’s premiums over time with

respect to the four most carbon-intensive sectors as

classified by Standard & Poor’s (S&P), which have

consistently represented a very low percentage of the

Company’s underwriting portfolio and have

meaningfully declined over time;

•additional detail with respect to the composition of the

Company’s investment portfolio, a quantification of the

GHG emissions for the portion of the Company’s

portfolio where some data is available and a discussion

of the Company’s multi-pronged approach to

addressing the financial risks posed by GHG emissions

on its investment portfolio; and

•a discussion of the results of its industry-leading

climate scenario analyses, conducted by independent

third parties, relating to both the Company’s investment

portfolio and aspects of its underwriting portfolio.

Shareholders are encouraged to review the Company’s

comprehensive disclosures regarding its robust climate-

related strategy in greater detail in the Company’s annual

sustainability reporting, including in its TCFD Report,

available at https://sustainability.travelers.com.

The Company’s approach to managing changing

climate conditions has proven effective; since 2016 –

the year Travelers began to take precise peril-based

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78	The Travelers Companies, Inc. \| 2024 Proxy Statement

underwriting actions in anticipation of a continued trend of

elevated weather frequency and severity:

•the Company’s share of property catastrophe

losses relative to total property catastrophe losses

for the domestic property casualty industry has

declined significantly compared to the prior five

years; and

•the Company’s property catastrophe losses have

been meaningfully lower than the Company’s

corresponding market share.

In light of the Company’s existing extensive disclosure

and comprehensive and effective approach to identifying

and mitigating climate-related risks in its business and

advancing climate-related opportunities, preparing a

report on “methane in the energy sector” would amount to

an unjustified significant use of the Company’s time and

resources.

Summary

The Board believes that the proposal’s request would not be in the best interest of shareholders. Specifically, the Board

believes that the proposal’s request would require an inadvisable use of significant management time and

corporate resources because:

•writing a report on the consideration of one relatively minor risk among many underwriting risks the Company

considers would not be meaningful to investors;

•to the extent the proposal contemplates that the Company integrate methane emissions into its underwriting

decisions where the Company believes such emissions are not relevant to the evaluation of its underwriting risk, the

proposal represents a prescriptive and inappropriate encroachment on the Company’s underwriting judgment,

which would have significant negative consequences;

•the energy sector constitutes a very small percentage of the Company’s underwriting portfolio, and most of the

Company’s energy sector clients have an attenuated connection to methane emissions; and

•the Company already provides extensive disclosures and has a comprehensive and effective approach to

identifying and mitigating climate-related risks to its business and advancing climate-related opportunities.

For the above reasons, your Board recommends you vote AGAINST this proposal.

SHAREHOLDER PROPOSALS


2024 Proxy Statement \| The Travelers Companies, Inc.	79



ITEM 5	Shareholder Proposal Relating to GHG Emissions	Your Board recommends you vote AGAINST this Shareholder Proposal Relating to GHG Emissions
ITEM 5	Shareholder Proposal Relating to GHG Emissions

As You Sow, located at 2020 Milvia St., Suite 500,

Berkeley, CA 94704, has advised us that it plans to

introduce the following resolution on behalf of Minnesota

Valley National Wildlife Refuge Trust and a co-filers.

Minnesota Valley National Wildlife Refuge Trust

represents that it is the beneficial holder of more than

$2,000 of the Company’s common stock.

WHEREAS: The Intergovernmental Panel on Climate

Change reports that immediate and significant emissions

reductions are required of all market sectors to stave off

the worst consequences of climate change.1 Achieving

global 1.5°C climate goals “will only be possible if we

replace, at scale, the global economy’s productive asset

base with non-emissive technologies.”2

The insurance industry is suffering from climate impacts.

As global temperatures increase, annual insured losses

from natural catastrophes routinely approach $100 billion

in the U.S., compared to $4.6 billion in 2000.3 The

Travelers Companies is not exempt, it experienced an

increase in pre-tax catastrophe losses over recent years,

from $886 million in 20194 to $1.88 billion in 2022.5

Travelers acknowledges that high catastrophe losses

“could materially and adversely affect… our financial

position….”6

While Travelers has developed coal and tar sands

policies limiting underwriting and investing in those

segments,7 it has not made a similar commitment in other

climate-critical business segments such as oil and gas.

The International Energy Agency’s Net Zero by 2050

Roadmap notes that fossil fuel use must fall drastically to

meet a Net‐Zero Emissions Scenario, and that no new oil

and natural gas fields are required beyond those already

approved for development.8 Insurance companies can

thus align with the global Net Zero goal by insuring only

existing oil and gas fields, a limitation similar to Travelers’

coal power plant policy,9 and by reducing investments in

high carbon companies, particularly oil and gas

companies investing in finding and developing new fields.

Rather than align its insuring, underwriting, and investing

activities with the global Paris goal, however, Travelers

amplifies its greenhouse emissions by continuing to

invest in and insure high carbon activities. Of the 16

largest U.S. property and casualty insurers, Travelers is

the fourth largest investor in fossil fuel-related assets,

with $4.7 billion invested as of 2019.10 In a survey of 30

global insurers’ climate actions, including oil and gas-

related activities, Travelers ranks in the lowest scoring

category.11

Travelers is falling behind peers in addressing climate

change, and the first step in reducing greenhouse gas

emissions is measuring them. AIG12 and The Hartford13

have set net zero goals for their insured and financed

emissions, as have several European re-insurers

including Swiss Re.14 Swiss Re currently discloses its

insurance-associated emissions.15 Aviva this year plans

to disclose and set 2030 targets for its insured

emissions.16

RESOLVED: Shareholders request that Travelers

measure and disclose the greenhouse gas emissions

associated with its underwriting and insuring activities in

high-carbon sectors, including oil and gas.

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80	The Travelers Companies, Inc. \| 2024 Proxy Statement

1 https://www.ipcc.ch/report/ar6/syr/downloads/report/IPCC_AR6_SYR_FullVolume.pdf p.20

2 https://www.mckinsey.com/capabilities/risk-and-resilience/our-insights/aligning-portfolios-with-climate-goals-a-new-approach-for-financial-institutions

3 https://www.iii.org/table-archive/20922

4 https://sustainability.travelers.com/iw-documents/sustainability/Travelers_TCFDReport2021.pdf p.28

5 https://s26.q4cdn.com/410417801/files/doc_financials/2022/ar/Travelers-2022-Annual-Report.pdf p.59

6 https://s26.q4cdn.com/410417801/files/doc_financials/2022/ar/Travelers-2022-Annual-Report.pdf p.43

7 https://sustainability.travelers.com/iw-documents/sustainability/coal-tar-sands-policy.pdf

8 https://iea.blob.core.windows.net/assets/deebef5d-0c34-4539-9d0c-10b13d840027/NetZeroby2050-ARoadmapfortheGlobalEnergySector_CORR.pdf p.99

9 https://sustainability.travelers.com/iw-documents/sustainability/coal-tar-sands-policy.pdf

10 https://www.ceres.org/sites/default/files/reports/2023-08/Changing Climate for the Insurance Sector_ Research and Insights.pdf p.21

11 https://global.insure-our-future.com/wp-content/uploads/sites/2/2023/11/IOF-2023-Scorecard.pdf p.17

12 https://www.aig.com/content/dam/aig/america-canada/us/documents/about-us/report/aig-esg-report_2021.pdf.coredownload.pdf p.38

13 https://s0.hfdstatic.com/sites/the_hartford/files/sustainability-highlight-report.pdf p.14

14 https://www.swissre.com/dam/jcr:5863fbc4-b708-4e61-acc7-6ef685461abb/esg-risk-framework.pdf p.13

15 https://www.swissre.com/sustainability/approach/metrics-targets/climate-metrics-insurance.html

16 https://www.aviva.com/sustainability/reporting/climate-related-financial-disclosure/ p.45

Your Company’s Response

The Board of Directors unanimously recommends that shareholders vote AGAINST this proposal for

the following reasons.

As a property casualty insurance company, the Company

recognizes that changing climate conditions affect its

business, and accordingly, the Company considers

climate risk as part of its underwriting, pricing,

reinsurance and investment decisions. The Company is

intently focused on the impacts of changing climate

conditions on its business and is taking robust measures

to appropriately manage both climate-related risks and

opportunities. Further, the Company has been

transparent on these issues through its prominent public

disclosures.

After thoughtfully considering the proposal, the Board

believes that the proposal’s request is not in the best

interest of shareholders because it is not currently

possible for the Company to reliably calculate the

GHG emissions associated with its “underwriting and

insuring activities in high-carbon sectors.” In addition,

even if it were possible, the Board believes that the

proposal’s request would amount to an inadvisable use

of significant management time and corporate

resources for the following reasons:

•GHG emissions are almost never relevant to the

Company’s assessment of its underwriting risk. By

contemplating that the Company incorporate into its

underwriting process a factor not predictive of

underwriting risk, the proposal represents a

prescriptive and inappropriate encroachment on

the Company’s longstanding risk-based approach

to underwriting, which would have significant

negative consequences, including:

•causing the Company to violate state law in certain

states;

•subjecting the Company to contract debarment in

certain states;

•undermining the ability of the Company to

compete effectively in the market;

•damaging customer relationships by introducing

unnecessary friction into the insurance sales

process; and

•negatively impacting customers, communities

and the effective operation of insurance

markets.

•“Carbon-intensive sectors” represent a relatively

small and decreasing percentage of the Company’s

premiums, and the significant majority of the

Company’s oil and gas-related customers are entities

that engage in “support activities” – primarily small and

mid-sized contractors that do not seem to be the focus

of the proposal.

•The Company already provides extensive disclosures

and has a comprehensive and effective approach to

identifying and mitigating climate-related risks in its

business and advancing climate-related opportunities.

It Is Not Currently Possible for the Company to Reliably Calculate the GHG Emissions Associated

with Its “Underwriting and Insuring Activities in High-Carbon Sectors.”

As explained in the Company’s most recent Task Force

on Climate-related Financial Disclosures Report (“TCFD

Report”), the GHG emissions data for the vast majority of

the Company’s underwriting portfolio (e.g., personal

automobile, homeowners, small and mid-sized

businesses) is not readily available and, where it is

available, the data quality remains uneven. In fact, as

disclosed in the Company’s TCFD Report, as of

December 31, 2022, companies that have self-reported

their GHG emissions or with respect to which Bloomberg

estimated GHG emissions represent, in the aggregate,

$316 million in annual domestic premium, or 1% of the

Company’s direct written premiums.

Travelers notes that the proposal does not define “high-

carbon sectors” other than to include within that category

“oil and gas.” Accordingly, for purposes of this proposal,

the Company reviewed its customer base in the sectors

identified by Standard & Poor’s (“S&P”) in its 2023 Global

Insurer Survey as the most carbon intensive – Coal,

Utilities, Oil & Gas and Transportation – which, combined,

represented only 5.1% of the Company’s total premiums

in 2023. GHG emissions data is available for only 1.3% of

the Company’s 2023 direct written premiums; this

includes any GHG emissions data with respect to “high-

carbon sectors” in the Company’s underwriting portfolio.

The fact that GHG emissions data is not available with

respect to the vast majority of the Company’s customer

base in these sectors is likely due, at least in part, to the

fact that, as discussed in the Company’s TCFD Report,

the largest segment of the Company’s oil and gas-related

direct written premiums relates to “support activities.” This

customer segment is primarily composed of small and

mid-sized contractors, such as plumbers, pipefitters,

electricians and welders, with average annual revenues

of less than $10 million and fewer than 25 employees.

Unlike some large-scale extraction and exploration

enterprises, these customers generally do not report their

GHG emissions, and Bloomberg generally does not

estimate GHG emissions for such companies.

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2024 Proxy Statement \| The Travelers Companies, Inc.	81

This data shortcoming is exacerbated by significant

challenges in determining how to allocate companies’

GHG emissions among the many lines of insurance

coverage a company may purchase, or the many carriers

that participate in an individual line of coverage provided.

Any methodology for allocating GHG emissions that

purports to be based on insurance premiums is

inapposite, as insurance premiums are risk-based and

bear no relationship to GHG emissions; some of the

highest premiums could be associated with the least

carbon intense operations and vice versa. For example,

offshore wind turbine construction or maintenance work

includes high-risk or high-hazard operations, which

generate a significant workers compensation premium

rate.

Furthermore, the GHG Protocol emphasizes the

importance of management judgment in prioritizing Scope

3 emissions reporting based on factors such as the

availability of data and relevance to the company’s

business goals and risks. The proposal would usurp such

judgment and would mandate the dedication of significant

resources to reporting emissions of limited relevance and

calculability.

In light of the significant data and methodology

challenges discussed above, it is not currently possible

for the Company to reliably calculate the GHG emissions

associated with its “underwriting and insuring activities in

high-carbon sectors.”

The Proposal’s Request Is Inadvisable Because It Would Require Significant Management Time and

Corporate Resources for the Measurement of Data Almost Never Relevant to the Company’s

Assessment of its Underwriting Risk.

Under longstanding law and insurance industry practice,

Travelers identifies risk factors and establishes rates

based on sound actuarial principles based on expected

risk of future loss. To estimate the risk of future loss,

actuaries apply mathematics, statistics and economic

methods to estimate the probability and financial impact

of various risk factors. In other words, insurance actuaries

and underwriters seek (and are required by law) to

determine risk factors that correlate with losses.

Ultimately, this risk-based approach is fundamental to any

insurance system.

The proposal requests the measurement and disclosure

of GHG emissions, which are almost never actuarially

predictive of underwriting risk – i.e., they almost never

correlate with expected risk of future loss. Accordingly,

even assuming the GHG emissions data of its insureds

could reliably be calculated, the measurement of such

emissions would amount to a significant use of

management time and corporate resources for little to no

value to the Company.

The supporting statement of the proposal makes clear

that its underlying purpose is for Travelers to alter its

underwriting approach to account for the GHG emissions

of its insureds – and, in any event, there does not seem

to be any other rationale for requesting that the Company

measure and disclose these emissions. By contemplating

that the Company incorporate into its underwriting

process an environmental factor – however important –

that is not predictive of underwriting risk, the proposal

represents a prescriptive and inappropriate

encroachment on the Company’s underwriting

judgment, which would have significant negative

consequences:

•The proposal would cause the Company to violate

state law in certain states. Some states in which the

Company conducts business have enacted legislation

that prohibits insurers from refusing to insure, charging

a different rate and/or offering different terms and

conditions based on environmental or social criteria,

unless such act is the result of the application of sound

underwriting and actuarial principles related to actual

or reasonable anticipated loss experience. These state

statutes preclude Travelers from incorporating GHG

emissions as a factor in its underwriting process to the

extent not predictive of risk – in other words, to the

extent the Company does not already do so pursuant

to its risk-based approach to underwriting.

•By causing the Company to penalize companies in

the oil and gas sector, the proposal would subject

the Company to contract debarment in certain

states. To the extent the proposal would result in the

Company terminating business with, or otherwise

penalizing, companies involved in the oil and gas

industry without an ordinary business purpose, the

Company could be deemed to be “boycotting energy

companies” and thus be subject to contract debarment

in those states. By potentially limiting the Company’s

ability to contract with existing and/or potential

customers in certain states, the proposal

inappropriately interferes with the Company’s business

decisions regarding whether and how to best compete

in those markets.

•The proposal would undermine the ability of the

Company to compete effectively in the market. To

the extent the proposal’s request is intended to compel

the Company to consider GHG emissions in its

underwriting, regardless of whether predictive of risk,

the proposal inappropriately seeks to replace the

Company’s time-tested underwriting strategy and

attempts to prescribe the Company’s business

decisions. In so doing, the proposal inappropriately

interferes with decisions that are at the heart of an

insurer’s business model and would undermine the

SHAREHOLDER PROPOSALS


82	The Travelers Companies, Inc. \| 2024 Proxy Statement

ability of the Company to function in the manner that

has allowed it to meet its obligations to its customers

and other stakeholders, as well as to deliver industry-

leading returns to its shareholders over time.

•The proposal would introduce unnecessary friction

into the insurance sales process, which would

damage customer relationships and put the

Company at a competitive disadvantage. Producing

accurate and reliable GHG emissions data with respect

to the vast majority of the Company’s insureds would

likely involve requesting this data from such insureds.

Any request of additional information unrelated to

actuarial risk, however, would be burdensome for

customers and provide no value to the underwriting

process, thereby introducing significant unnecessary

friction into customers’ insurance buying experience.

This would:

•directly conflict with one of the Company’s three

innovation priorities – to provide great experiences

for Travelers customers, agents and brokers;

•negatively impact existing customer relationships;

and

•jeopardize the Company’s ability to compete for new

customers.

•By using insurance as a tool to achieve public

policy goals, the proposal would negatively impact

customers, communities and the effective

operation of insurance markets. Risk-based

underwriting and pricing is the bedrock principle of the

insurance industry. It benefits consumers by increasing

the availability of insurance at fair prices that

appropriately reflect the related risks and ensures the

financial solvency of insurers to pay covered claims

decades into the future. Likewise, this approach

benefits communities by ensuring that businesses can

access traditional forms of risk transfer. Incorporating

into insurance underwriting decisions factors that are

not predictive of risk, such as GHG emissions, for the

purpose of achieving public policy goals – however

admirable those goals may be – is likely to have long-

term and unintended negative consequences on the

Company, its customers, its communities and the

effective operation of insurance markets.

The Proposal’s Request Is Inappropriate Given the Composition of the Company’s Underwriting

Portfolio.

The administrative and financial burdens that would be

imposed on the Company by the proposal’s request are

blatantly out of proportion to the percentage of the

Company’s underwriting portfolio represented by clients

in “high-carbon sectors, including oil and gas,” particularly

given the composition of the Company’s energy sector

customer base. As disclosed in the Company’s most

recent TCFD Report, as of December 31, 2022, the

Company’s oil and gas industry-related business

represented only 1.3% of Travelers domestic direct

written premium and has meaningfully declined over time.

As stated in the Company’s TCFD Report and as

discussed above, the Company’s oil and gas sector

customers are primarily entities engaged in “support

activities,” with such customers representing a majority of

the Company’s oil and gas industry premiums. As

opposed to companies directly engaged in extraction,

distribution or refinement activities, this customer

segment is primarily composed of small and mid-sized

contractors, such as plumbers, pipefitters, electricians

and welders, as discussed above. The proposal does

not seem to be aimed at these types of businesses

and appears not to contemplate the Company’s

business mix or its customer base in the oil and gas

industry.

While the proposal does not define “high-carbon sectors”

other than to include within it “oil and gas,” the Company

has publicly disclosed in its TCFD Report the percentage

of the Company’s premiums associated with each of the

four sectors identified by S&P in its 2022 Global Insurer

Survey as the most carbon intensive (Coal, Utilities, Oil &

Gas and Transportation), as well as the breakdown of this

premium by insurance line. As of December 31, 2022, the

total combined premium from these industries comprised

only 5.4% of the Company’s total premiums –

representing a 21% reduction years from 2017 to 2022.

Given the relatively small and decreasing amount of the

Company’s premiums attributable to carbon intensive

sectors, the fact that “support activities” account for a

majority of the Company’s oil and gas business, and the

Company’s extensive reporting with respect to the

composition of its underwriting portfolio, the proposal’s

request would amount to an unjustified use of significant

management time and corporate resources.

SHAREHOLDER PROPOSALS


2024 Proxy Statement \| The Travelers Companies, Inc.	83

The Proposal’s Request Is Inadvisable in Light of the Company’s Extensive Disclosures and

Comprehensive and Effective Approach to Identifying and Mitigating Climate-Related Risks in Its

Business and Advancing Climate-Related Opportunities.

The Company takes comprehensive measures to identify

and mitigate climate-related risks in its business and to

avail itself of climate-related opportunities in the market.

As described in detail in the Company’s TCFD Report,

the Board and its Risk Committee consider responding to

changing climate conditions as part of, and integral to,

overseeing the Company’s business and operations. The

Company also provides robust disclosures with respect to

its management of climate risks and opportunities in its

annual sustainability reporting, including in its TCFD

Report.

The Company has enhanced its already comprehensive

climate-related disclosures in recent years to include,

among other things:

•additional detail with respect to the composition of the

Company’s business mix, particularly as it relates to

the energy industry;

•an alternative view to understanding GHG emissions

related to the Company’s underwriting portfolio, by

disclosing the Company’s premiums over time with

respect to the four most carbon-intensive sectors as

classified by S&P, which have consistently represented

a very low percentage of the Company’s underwriting

portfolio and have meaningfully declined over time;

•additional detail with respect to the composition of the

Company’s investment portfolio, a quantification of the

GHG emissions for the portion of the Company’s

portfolio where some data is available and a discussion

of the Company’s multi-pronged approach to

addressing the financial risks posed by GHG emissions

on its investment portfolio; and

•a discussion of the results of its industry-leading

climate scenario analyses, conducted by independent

third parties, relating to both the Company’s investment

portfolio and aspects of its underwriting portfolio.

Shareholders are encouraged to review the Company’s

comprehensive disclosures regarding its robust climate-

related strategy in greater detail in the Company’s annual

sustainability reporting, including in its TCFD Report,

available at https://sustainability.travelers.com.

The Company’s approach to managing changing

climate conditions has proven effective; since 2016 –

the year Travelers began to take precise peril-based

underwriting actions in anticipation of a continued trend of

elevated weather frequency and severity:

•the Company’s share of property catastrophe

losses relative to total property catastrophe losses

for the domestic property casualty industry has

declined significantly compared to the prior five

years; and

•the Company’s property catastrophe losses have

been meaningfully lower than the Company’s

corresponding market share.

In light of the Company’s existing extensive disclosures

and comprehensive and effective approach to identifying

and mitigating climate-related risks in its business and

advancing climate-related opportunities, efforts to attempt

to measure the emissions associated with the Company’s

“underwriting and insuring activities in high-carbon

sectors” – even if possible – would amount to an

unjustified significant use of the Company’s time and

resources.

Summary

The Board believes that the proposal’s request would not be in the best interest of shareholders. Specifically, in addition

to the fact that GHG emissions data is not available with respect to the vast majority of the Company’s customer base in

“high-carbon sectors,” the Board believes that the proposal’s request would require an inadvisable use of significant

management time and corporate resources because:

•GHG emissions are almost never relevant to the Company’s assessment of its underwriting risk; by

contemplating that the Company incorporate into its underwriting process a factor not predictive of underwriting risk,

the proposal represents a prescriptive and inappropriate encroachment on the Company’s longstanding risk-

based approach to underwriting, which would have significant negative consequences;

•“carbon-intensive sectors” represent a relatively small and decreasing percentage of the Company’s premiums,

and the significant majority of the Company’s oil and gas-related customers are entities that engage in “support

activities” – entities that do not seem to be the focus of the proposal; and

•the Company already provides extensive disclosures and has a comprehensive and effective approach to

identifying and mitigating climate-related risks in its business and advancing climate-related opportunities.

For the above reasons, your Board recommends you vote AGAINST this proposal.

SHAREHOLDER PROPOSALS


84	The Travelers Companies, Inc. \| 2024 Proxy Statement



ITEM 6	Shareholder Proposal Relating to Human Rights Risks in Underwriting	Your Board recommends you vote AGAINST this Shareholder Proposal Relating to Human Rights Risks in Underwriting

Trillium ESG Global Equity Fund (“Trillium”), located at

Two Financial Center, 60 South Street, Suite 1100,

Boston, MA 02111, has advised us that it plans to

introduce the following resolution on behalf of itself.

Trillium is the beneficial holder of more than $2,000 of the

Company’s common stock.

Human Rights Risk Report

Resolved: Shareholders request that The Travelers

Companies (“Travelers”) Board of Directors publish a

report, describing how human rights risks and impacts

are evaluated and incorporated in the underwriting

process. The report should be prepared at reasonable

cost and omit proprietary information.

Supporting Statement: The proponents recommend the

report include

•The extent to which Free, Prior and Informed Consent

(FPIC), as articulated in the United Nations Declaration

on the Rights of Indigenous Peoples, is considered or

evaluated in the underwriting process; and

•Travelers’ stakeholder engagement process, such as

participating stakeholders, key recommendations

made, and actions taken to address such

recommendations.

Under the UN Guiding Principles on Business and

Human Rights, companies are expected to conduct

human rights due diligence to meet the corporate

responsibility to respect human rights. The UN

Declaration on the Rights of Indigenous Peoples

recognizes the rights of Indigenous Peoples to self-

determination, territories, and cultural practices, and

establishes that entities must seek FPIC of Indigenous

Peoples related to projects that may impact their rights.

Projects that may negatively impact Indigenous Peoples

may face public opposition and increase reputational risk.

There are at least two areas where Travelers may be

exposed to environmental and social risk:

•Arctic National Wildlife Refuge (“ANWR”): Travelers

faces public scrutiny over the potential risk associated

with the ANWR. The Gwich’in Steering Committee has

written to Travelers asking for a commitment to not to

insure projects in the ANWR, to protect its

communities, culture, and way of life.1 Seventeen

insurers have committed not to insure oil and gas

projects in the ANWR, noting potential negative

impacts on Indigenous Peoples and biodiversity.2

•Democratic Republic of Congo (DRC): Travelers has

also been asked to make a public commitment to not

provide any underwriting or reinsurance for oil

exploration and extraction in the Democratic Republic

of Congo (DRC). A DRC oil block auction lacks the

FPIC of Congolese Indigenous peoples.3

The Principles for Sustainable Insurance, signed by 135

insurers representing $15 trillion in assets, serves as a

framework to address environmental, social and

governance (ESG) risks and opportunities.4 Travelers is

not a signatory. Several companies incorporate ESG in

their underwriting practice, including AIG, Munich Re, and

Zurich. Allianz, AXIS Capital, and Swiss Re assess FPIC.

Identification and evaluation of all relevant data or risk

factors, including exposure to potential human rights or

biodiversity impacts or losses that are relevant in the

context of an activity, are necessary to accurately assess

the risk exposure and appropriately set pricing, coverage,

and exclusions. While Travelers provides some

information on its evaluation of general risks in

underwriting, it lacks disclosure on how it evaluates

human rights risks, in particular the rights of Indigenous

Peoples. This may expose the company to mispricing of

risk or failing to identify potential social and human rights

risks associated with its business activities, which may

lead to increased costs, project cancelations, or negative

human rights outcomes.

SHAREHOLDER PROPOSALS


2024 Proxy Statement \| The Travelers Companies, Inc.	85

1 https://ourarcticrefuge.org/gsc-and-240-allied-organizations-urge-u-s-insurance-companies-to-meet-the-moment-with-policy-to-protect-the-arctic-refuge/

2 https://ourarcticrefuge.org/corporate-commitment-to-protect-the-arctic-refuge/

3 https://www.greenpeace.org/static/planet4-africa-stateless/2023/09/c9d5ab91-blood-oil-gpa-report-aug-2023-v5.pdf

4 https://www.unepfi.org/insurance/insurance/signatory-companies/

Your Company’s Response

The Board of Directors unanimously recommends that shareholders vote AGAINST this proposal for

the following reasons.

Travelers is committed to protecting and preserving

human rights, as reflected in many of the Company’s

policies and disclosures. The Board believes, however,

that the proposal’s request to prepare a report “describing

how human rights risks and impacts are evaluated and

incorporated in the underwriting process” would amount

to a wasteful use of significant management time and

corporate resources for the following reasons:

•The Company has de minimis, if any, exposure to

human rights risk.

•Given the Company’s geographies, products and

customers, human rights risks and impacts are almost

never relevant to the Company’s assessment of its

underwriting risk. By contemplating that the

Company incorporate into its underwriting process a

factor not predictive of underwriting risk, the proposal

represents a prescriptive and inappropriate

encroachment on the Company’s longstanding

risk-based approach to underwriting, which would

have significant negative consequences, including:

•causing the Company to violate state law in certain

states;

•undermining the ability of the Company to

compete effectively in the market; and

•negatively impacting customers, communities

and the effective operation of insurance

markets.

•The Company already provides extensive

disclosures regarding its commitment to human

rights and its approach to sustainability more broadly.

The Proposal’s Request Would Require a Wasteful Use of Significant Management Time and

Corporate Resources in Light of the Company’s De Minimis, If Any, Exposure to Human Rights Risk.

The proposal fundamentally fails to appreciate the

Company’s specific geographies, business mix and

customer base. The Company operates primarily in the

United States; in 2023, 94.7% of its direct written

premiums were from the United States, 3.0% were from

Canada, and the vast majority of the remaining 2.3%

were from the United Kingdom and the European Union.

In turn, the proposal highlights the Arctic National Wildlife

Refuge and the Democratic Republic of Congo as

specific areas “where Travelers may be exposed to

environmental and social risk,” but, as the Company has

previously shared with the proponent, the Company does

not underwrite any policies in these areas. In light of the

geographies in which the Company actually operates, as

well as its book of business, the Company has de

minimis, if any, exposure to “human rights risk,” rendering

the administrative and financial burdens that the

proposal’s request would impose on the Company

wasteful and detrimental to shareholder value.

Travelers engages in a comprehensive process to identify

and evaluate meaningful risks to which the Company is

exposed, including in connection with the preparation of

each of the following:

•the Company’s Annual Report on Form 10-K, including

its Risk Factors section, in which the Company is

required to discuss the material factors that make an

investment in the Company speculative or risky;

•the Company’s “Management’s Identification of

Significant Risks” (MISR), a governance process

through which senior risk and business leaders of the

Company and various committees collaborate to

identify the significant risks faced by the Company; and

•the Company’s “Own Risk and Solvency

Assessment” (ORSA), an annual self-assessment that

insurers are required to conduct with respect to their

current and future risks.

These processes involve disciplines and senior

executives from across the Company, including the Chief

Underwriting Officer, Chief Risk Officer, Chief Financial

Officer, Chief Legal Officer and the presidents of each of

the Company’s business segments, among others. As

part of these processes, the Company has not

identified human rights risks and/or impacts as a

meaningful risk to the Company. In addition, when the

Company conducted a formal prioritization exercise to

identify the sustainability topics most relevant to the

Company’s industry, business and stakeholders – a

process that included engaging with institutional investors

representing approximately 50% of the Company’s

outstanding shares at the time – human rights was not

raised as a topic relevant to Travelers.

Because the Company has de minimis, if any, exposure

to human rights risk, the preparation of a report regarding

“how human rights risks and impacts are evaluated and

incorporated in the underwriting process” would be a

wasteful use of significant management time and

corporate resources.

SHAREHOLDER PROPOSALS


86	The Travelers Companies, Inc. \| 2024 Proxy Statement

The Proposal’s Request Is Inadvisable Because It Would Require Significant Management Time and

Corporate Resources for the Preparation and Publication of a Report on an Issue Almost Never

Relevant to the Company’s Assessment of its Underwriting Risk.

Under longstanding law and insurance industry practice,

Travelers identifies risk factors and establishes rates

based on sound actuarial principles based on expected

risk of future loss. To estimate the risk of future loss,

actuaries apply mathematics, statistics and economic

methods to estimate the probability and financial impact

of various risk factors. In other words, insurance actuaries

and underwriters seek (and are required by law) to

determine risk factors that correlate with losses.

Ultimately, this risk-based approach is fundamental to any

insurance system.

The proposal requests the preparation and publication of

a report “describing how human rights risks and impacts

are evaluated and incorporated in the underwriting

process.” Given the profile of the Company’s

geographies, customer base and product suite, human

rights are almost never relevant to the Company’s

evaluation of its underwriting risk – i.e., they almost never

correlate with expected risk of future loss. In the very rare

circumstances in which they might have relevance to an

underwriting risk the Company is assessing, the

Company already incorporates such risks in the

underwriting process. Accordingly, the Company believes

that it would be a wasteful use of management time and

corporate resources – and not meaningful to investors –

to write a report describing how the Company

incorporates into its underwriting process one specific

and minor risk out of a plethora of underwriting risks that

may be relevant with respect to a particular entity or line

of business it underwrites.

The supporting statement of the proposal makes clear

that its underlying purpose is for Travelers to identify and

evaluate “exposure to potential human rights or

biodiversity impacts or losses that are relevant in the

context of an activity” in order to “accurately assess the

risk exposure and appropriately set pricing, coverage,

and exclusions.” In other words, the proposal suggests

that the Company should alter its underwriting process to

account for “human rights risks and impacts.” By

contemplating that the Company incorporate into its

underwriting process a social factor – however important

– that is not predictive of underwriting risk, the proposal

represents a prescriptive and inappropriate

encroachment on the Company’s underwriting

judgment, which would have significant negative

consequences:

•The proposal would cause the Company to violate

state law in certain states. Some states in which the

Company conducts business have enacted legislation

that prohibits insurers from refusing to insure, charging

a different rate and/or offering different terms and

conditions based on environmental or social criteria,

unless such act is the result of the application of sound

underwriting and actuarial principles related to actual

or reasonable anticipated loss experience. These state

statutes preclude Travelers from incorporating human

rights issues as a factor in its underwriting process to

the extent not predictive of risk – in other words, to the

extent the Company does not already do so pursuant

to its risk-based approach to underwriting.

•The proposal would undermine the ability of the

Company to compete effectively in the market. To

the extent the proposal’s request is intended to compel

the Company to consider in its underwriting human

rights issues, regardless of whether predictive of risk,

the proposal inappropriately seeks to replace the

Company’s time-tested underwriting strategy and

attempts to prescribe the Company’s business

decisions. In so doing, the proposal inappropriately

interferes with decisions that are at the heart of an

insurer’s business model and would undermine the

ability of the Company to function in the manner that

has allowed it to meet its obligations to its customers

and other stakeholders, as well as to deliver industry-

leading returns to its shareholders over time.

•By using insurance as a tool to achieve public

policy goals, the proposal would negatively impact

customers, communities and the effective

operation of insurance markets. Risk-based

underwriting and pricing is the bedrock principle of the

insurance industry. It benefits consumers by increasing

the availability of insurance at fair prices that

appropriately reflect the related risks and ensures the

financial solvency of insurers to pay covered claims

decades into the future. Likewise, this approach

benefits communities by ensuring that businesses can

access traditional forms of risk transfer. Incorporating

into insurance underwriting decisions factors that are

not predictive of risk, such as human rights issues, for

the purpose of achieving public policy goals – however

admirable those goals may be – is likely to have long-

term and unintended negative consequences on the

Company, its customers, its communities and the

effective operation of insurance markets.

SHAREHOLDER PROPOSALS


2024 Proxy Statement \| The Travelers Companies, Inc.	87

The Proposal’s Request Is Inadvisable in Light of the Company’s Extensive Disclosures Regarding

its Commitment to Human Rights and Its Approach to Sustainability More Broadly.

Human rights is a very important company value at

Travelers. Accordingly, the Company addresses human

rights in a number of corporate policies and provides

extensive disclosures regarding its commitment and

practices relating to human rights, as well as its approach

to sustainability more broadly. For example:

•The Company’s Code of Business Conduct and Ethics

(available on the Company’s sustainability website,

https://sustainability.travelers.com, under “Ethics &

Responsible Business Practices”) details the

Company’s policy to comply with all applicable laws,

rules and regulations, which include those relating to

human rights. Further, the Company’s commitment to

human rights is embodied in its core values of honesty,

integrity and accountability, which form the basis of the

Code of Business Conduct and Ethics.

•The Company’s Human Rights Statement (available on

the Company’s sustainability website, https://

sustainability.travelers.com, under “Ethics &

Responsible Business Practices”) sets forth the

Company’s commitment to human rights, as they are

defined in the United Nations Universal Declaration of

Human Rights, and outlines the actions Travelers takes

to ensure it is honoring its commitment to human

rights. These actions include:

•requiring all employees to read and affirm upon hire,

and annually thereafter, the Company’s Code of

Business Conduct and Ethics;

•requiring all employees to annually participate in

Code of Business Conduct and Ethics training;

•expecting that all its employees, agents, customers

and business partners reject slavery, human

trafficking, and forced and child labor;

•providing multiple avenues (including anonymous

ones) by which employees, customers or business

partners can raise issues of concern or report

potential violations of the Code of Business Conduct

and Ethics or other Company policies without fear of

retaliation;

•ensuring that Company employees across the globe

work in safe environments and have safe working

conditions and expecting suppliers to ensure the

same for their employees; and

•ensuring that the Company’s business and

operations fully comply with all applicable labor,

safety, health, anti-discrimination and other

workplace laws.

•The Company’s Supplier Code of Conduct (available

on the Company’s sustainability website, https://

sustainability.travelers.com, under “Ethics &

Responsible Business Practices”) sets forth the

Company’s expectation that its suppliers “demonstrate

their commitment to ethical, humane, socially

responsible and legally compliant business practices.”

The Supplier Code of Conduct expresses the

Company’s commitment to working with suppliers “who

share [its] fundamental values and demonstrate their

own commitment to promoting individual human

rights.” It provides the Company’s expectation that its

suppliers “treat their employees, agents, customers

and business partners with respect and dignity, free

from abuse, harassment or discrimination based on

any status, condition or category protected by law.”

The Supplier Code of Conduct further provides that

Travelers expects its suppliers to “fully comply with all

applicable labor, health and safety, anti-discrimination,

anti-retaliation and other workplace laws, including

those addressing equal pay, child labor, forced labor,

slavery and human trafficking, and wage and hour

laws.”

•The Company’s Modern Slavery Act Transparency

Statement (available at https://www.travelers.co.uk/

modern-slavery-act) discusses the steps that Travelers

Europe is taking to ensure that slavery and human

trafficking are not taking place in any part of its

business or supply chains.

•The Company’s robust sustainability reporting,

including its annual Sustainability Report, Task Force

on Climate-related Financial Disclosures Report

(“TCFD Report”) and Sustainability Accounting

Standards Board Report (“SASB Report”) (all of which

are available at https://sustainability.travelers.com),

provide detailed information regarding the Company’s

approach to sustainability, its consideration of a broad

range of risks and opportunities (including

environmental and social risks and opportunities) to its

business and how it integrates its commitment to its

customers, communities and employees into its

strategy for creating long-term shareholder value.

Among other things, the Sustainability Report:

•includes an extensive and industry-leading

discussion regarding the Company’s robust

governance and controls designed to ensure that its

pricing is actuarially sound and that its underwriting

and pricing policies comply with all applicable laws

and do not consider race or other prohibited

characteristics; and

•discusses the Company’s support for community-

related “initiatives that combat inequity by creating

pathways and enhancing opportunities for career

readiness, access and success,” such as the

Company’s signature career pipeline program,

Travelers EDGE® (Empowering Dreams for

Graduation and Employment), which provides a

unique, holistic approach to education and career

development for underserved students.

SHAREHOLDER PROPOSALS


88	The Travelers Companies, Inc. \| 2024 Proxy Statement

Shareholders are encouraged to review the disclosures

referenced above, all of which are available at https://

sustainability.travelers.com.

In light of the Company’s extensive disclosures regarding

its commitment and actions relating to human rights, its

holistic approach to creating sustained shareholder value

and its many sustainability-oriented initiatives, the

Company believes that it would be an unjustified use of

significant management time and corporate resources to

produce an additional report regarding human rights.

Summary

While Travelers remains committed to protecting and preserving human rights, the Board believes that the proposal’s

request would not be in the best interest of shareholders. Specifically, the Board believes that the proposal’s request

would require a wasteful use of significant management time and corporate resources because:

•the Company has de minimis, if any, exposure, to human rights risk;

•given the geographies in which the Company operates, its customer base and its lines of business, human rights

risks and impacts are almost never relevant to the Company’s assessment of its underwriting risk; by

contemplating that the Company incorporate into its underwriting process a factor not predictive of underwriting risk,

the proposal represents a prescriptive and inappropriate encroachment on the Company’s underwriting

judgment, which would have significant negative consequences; and

•the Company already provides extensive disclosures regarding its commitment to human rights and its

approach to sustainability more broadly.

For the above reasons, your Board recommends you vote AGAINST this proposal.

SHAREHOLDER PROPOSALS


2024 Proxy Statement \| The Travelers Companies, Inc.	89



ITEM 7	Shareholder Proposal Relating to CEO Pay Ratio and Executive Compensation	Your Board recommends you vote AGAINST this Shareholder Proposal Relating to CEO Pay Ratio and Executive Compensation

Jing Zhao has advised us that he plans to introduce the

following resolution on behalf of himself. Mr. Zhao

represents that he is the beneficial holder of 23 shares of

the Company’s common stock.

Resolved: shareholders recommend that The Travelers

Companies, Inc. (our Company) improve the executive

compensation program to include the CEO pay ratio

factor.

Supporting Statement

Our Company’s CEO pay ratio was 194:1 (or 181:1) for

2022 (2023 Proxy Statement p.114).

America’s ballooning executive compensation is not

sustainable for the economy, and there is no rational

methodology or program to decide the executive

compensation, particularly because there is no

consideration of the CEO pay ratio factor. The sharp

disparity of income has a direct negative impact on

America’s social instability. For example, an article from

Politico.com 09/16/2023 "‘No defensible argument’: Anger

boils over at CEO pay" stated: “The historic UAW strike

puts an exclamation point on more than a decade of

efforts… to narrow the pay gap between top

executives and workers. GM CEO Mary Barra’s $29

million pay package is 362 times what her company’s

median employee makes. For Ford CEO Jim Farley, the

ratio is 281 times. It’s 365:1 for Stellantis CEO Carlos

Tavares and his average employee. Median CEO pay at

the largest U.S. public companies hit $22.3 million last

year, ... And between 1978 and 2021, executive

compensation at large American companies increased by

more than 1,400 percent.”

Shareholders in JPMorgan Chase & Co., Intel, Netflix and

other big companies rejected sky-high executive pay

packages in 2022 and 2023.

As a policy recommendation, our Company may refer to

Aristotle’s Politiká/Politics, in which he concluded that in a

stable community (polis), the disparity of land ownership

should not be more than 5 times. Human nature has not

changed so dramatically. The CEO pay ratios of big

Japanese and European companies are not so far away

from Aristotle’s recommendation.

SHAREHOLDER PROPOSALS


90	The Travelers Companies, Inc. \| 2024 Proxy Statement

Your Company’s Response

The Board of Directors unanimously recommends that shareholders vote AGAINST this proposal for

the following reasons.

Although SEC rules require disclosure of the ratio of the

annual total compensation of the Company’s CEO to the

median of the annual total compensation of all employees

of the Company other than the CEO (referred to as the

“CEO pay ratio”), the Board does not believe that the

CEO pay ratio should be included as a factor in the

Company’s compensation philosophy or objectives or

guide its executive compensation decisions for the

following reasons:

•Altering the Company’s executive compensation

program is unwarranted, because:

•The Company’s longstanding executive

compensation program is thoughtfully designed,

reinforces the Company’s long-term perspective and

is appropriately aligned with both Company and

executive performance; and

•As part of its longstanding and comprehensive

shareholder engagement program, the Company

regularly obtains shareholder feedback regarding

executive compensation matters, incorporates such

feedback into compensation-related decisions and,

importantly, has not received requests from

shareholders to add pay ratio as a factor in its

executive compensation program.

•The CEO pay ratio is not an appropriate measure to

use in executive compensation decisions because

both of the underlying components comprising the

CEO pay ratio – the compensation of the Company’s

CEO and the compensation of the Company’s

employees – are competitive and based on the

market; in other words, the CEO pay ratio is simply the

mathematical result of competitive and market-based

decisions.

•Even assuming the CEO pay ratio were an appropriate

factor to include in decisions related to executive

compensation, the Company’s CEO pay ratio is in line

with market practice.

The Company’s Longstanding Executive Compensation Program Is Thoughtfully Designed and

Appropriately Aligned with Both the Financial Performance of the Company and the Individual

Performance of the Company’s Executives.

The Board’s Compensation Committee has thoughtfully

designed an executive compensation program – the

objectives and structure of which have been stable over

time – that is aligned with the Company’s articulated

financial strategy and is designed to reinforce a long-term

perspective and align the interests of the Company’s

executives with those of its shareholders.

The “Compensation Discussion and Analysis” section of

this Proxy Statement provides detailed information

regarding the Company’s executive compensation

program, its objectives, factors considered by the

Compensation Committee and the link between pay and

performance. Our executive compensation program has

long been guided by a pay-for-performance philosophy.

For example, for the 2023 performance year, more than

93% of our CEO’s compensation and approximately 87%

of the compensation of our other named executive

officers was performance-based.

When making compensation decisions, the

Compensation Committee carefully considers the short-

and long-term financial performance of the Company on

both an absolute basis and relative to the Company’s

peers and evaluates other factors discussed under the

“2023 Overview” in the “Compensation Discussion and

Analysis” section of this Proxy Statement. The Committee

also evaluates the contributions made by each of the

Company’s named executive officers in achieving the

results.

The “Compensation Discussion and Analysis” section of

this Proxy Statement details the strong financial results of

the Company in 2023, built upon the Company’s

exceptional results for more than a decade, and

demonstrates the correlation between executive

compensation levels and the Company’s financial

performance. Notably, the chart on page 41 illustrates the

directional relationship for the past ten performance years

between the total direct compensation of our CEO and

the Company’s core return on equity.

The Board believes that the Compensation Committee is

best positioned to evaluate and determine the design and

effectiveness of the Company’s executive compensation

program based on factors relevant to the Company and

its business. Moreover, the proponent has not

provided a single Company-specific rationale for

modifying the Company’s executive compensation

program, nor has the proponent explained how the

proposed change would enhance shareholder value.

Because the Compensation Committee has designed an

effective compensation program that appropriately links

pay to the Company’s financial performance and

individual performance and reinforces the Company’s

long-term focus, the Board believes that the proposal’s

request to alter the Company’s executive compensation

program is unwarranted.

SHAREHOLDER PROPOSALS


2024 Proxy Statement \| The Travelers Companies, Inc.	91

The Company Regularly Obtains Feedback from Its Shareholders Regarding Executive

Compensation, Which It Incorporates into Compensation-Related Decisions, and Has Not Received

Shareholder Requests to Incorporate Pay Ratio as a Factor in its Executive Compensation Program.

The Company has a comprehensive and thoughtful

shareholder outreach program; each year, the Company

engages with its largest shareholders to discuss

emerging trends and to obtain investor feedback,

including with respect to the Company’s compensation

practices. For example, in 2023, the Company sought

meetings with shareholders representing approximately

52% of its outstanding shares and engaged with

shareholders representing more than 40% of its

outstanding shares. The Company considers feedback

obtained through its robust shareholder outreach program

and, as discussed on page 5 of this Proxy Statement, has

implemented changes to its executive compensation

practices as a result of such feedback. Most recently, for

example, based in part on investor input, the Company

implemented a maximum cash bonus opportunity for its

CEO and amended the Company’s executive stock

ownership policy.

In conversations with investors in recent years, in which

shareholders were generally supportive of the Company’s

compensation program, the Company has not received

any feedback regarding the incorporation of pay ratio as a

factor in its executive compensation program.

Importantly, shareholders also have an annual

opportunity to convey their views to the Company by

casting an advisory vote to approve the compensation of

the Company’s named executive officers. A substantial

majority of the Company’s shareholders have supported

the Company’s executive compensation program in each

of the past ten years.

The CEO Pay Ratio is Not an Appropriate Factor to Include in Executive Compensation Decisions.

While the Compensation Committee annually reviews the

Company’s CEO pay ratio and median employee

compensation, it does not believe that the CEO pay ratio

should factor into the Company’s compensation

philosophy or objectives or guide its executive

compensation decisions.

The CEO pay ratio is simply a mathematical result

derived from two components – the annual total

compensation of the Company’s CEO and the median of

the annual total compensation of all employees of the

Company other than the CEO. Both the compensation of

the Company’s CEO and the compensation of the

Company’s employees are the result of thoughtful

decisions based on individual and Company performance

as well as the market for talent. Because the two

components of the CEO pay ratio are thoughtfully

derived, competitive and based on the market, the CEO

pay ratio itself is not a meaningful factor in setting

executive compensation.

As discussed in further detail in the “Compensation

Discussion and Analysis” section of this Proxy Statement,

the Compensation Committee considers relevant

compensation information for the Company’s

Compensation Comparison Group as part of its

comprehensive decision-making process. Each year, the

Compensation Committee compares Travelers’ executive

compensation to that of the Compensation Comparison

Group and the market more generally, and each year, it

has determined that the Company’s executive

compensation is aligned with the market and is

appropriately competitive.

Similarly, the Company takes a thoughtful approach to

employee compensation and pays its employees

equitably and competitively. The Company’s

compensation and benefits programs are designed to

attract, motivate and retain high-performing employees;

the Company’s longstanding pay-for-performance

philosophy differentiates awards based on individual and

Company performance. Pursuant to its charter, the

Compensation Committee, which is advised by an

independent compensation consultant, oversees the

Company’s general compensation philosophy and

objectives, as well as its compensation and benefit

programs.

The Company regularly reviews several data points to

monitor whether its talent management, retention and

compensation strategies are working as intended. As of

December 31, 2023, Travelers’ average voluntary

employee turnover rate for the past three years was

approximately 10%, and the Company’s 2023 turnover

rate has returned to pre-pandemic levels. Additionally, the

average employee tenure at Travelers is 12 years and

more than 20 years for the Company’s approximately 700

most senior leaders. The Company views its voluntary

turnover rate and average employee tenure as important

indicators that its talented employees remain engaged

and fairly compensated.

In light of the fact that CEO and employee compensation

at Travelers are thoughtful, competitive and market-

based, and given the Compensation Committee’s

effective oversight of both the Company’s executive and

employee compensation programs, the Board believes

that it would be misguided to incorporate the CEO pay

ratio as a factor into the Company’s executive

compensation program.

SHAREHOLDER PROPOSALS


92	The Travelers Companies, Inc. \| 2024 Proxy Statement

Even Assuming that the CEO Pay Ratio Were Relevant to the Executive Compensation Decision-

Making Process, the Company’s CEO Pay Ratio Is in Line with Market Practice.

The Compensation Committee annually reviews the

Company’s CEO pay ratio and median employee

compensation, as well as the reported ratios and median

employee compensation of the Company’s peers. The

Company’s CEO pay ratio and median employee

compensation have historically compared favorably with

those of its peers.

For instance, for 2023, the ratio of the annual total

compensation of the Company’s CEO to the median of

the annual total compensation of all of the Company’s

other employees was 194:1. For 2022 – the most recent

year for which market data is available – the Company’s

CEO pay ratio was also 194:1; this ratio was between the

25th percentile (of 159:1) and median (of 238:1) of ratios

for the companies in the Company’s Compensation

Comparison Group, whose ratios ranged from a high of

972:1 to 112:1.

For 2022, the median of annual total compensation of all

Travelers employees other than the CEO was $108,583

($116,770 for full-time employees in the United States

who worked for Travelers for the entire year), which was

significantly higher than the median of reported median

employee compensation of $75,400 for S&P 500

companies, $82,500 for S&P 500 companies in the

financial industry and $71,000 for companies in the

Company’s Compensation Comparison Group and,

based on U.S. Census Bureau data, the U.S. median

household income of $74,580.

For all of these reasons, the Board believes that the

proposal’s request to alter the Company’s executive

compensation program is unwarranted.

Summary

The Board believes that the proposal’s request is not in the best interest of shareholders because:

•the Company regularly obtains shareholder feedback regarding executive compensation matters, incorporates

such feedback into compensation-related decisions and has not received requests from shareholders to add pay

ratio as a factor in its executive compensation program;

•the CEO pay ratio is not an appropriate measure to use in executive compensation decisions, because the two

components of the CEO pay ratio are the result of thoughtful decisions based on individual and Company

performance as well as the market for talent; and

•the Company’s CEO pay ratio is in line with market practice.

For the above reasons, your Board recommends you vote AGAINST this proposal.

SHAREHOLDER PROPOSALS


2024 Proxy Statement \| The Travelers Companies, Inc.	93

Share Ownership Information

Directors and Executive Officers

The following table shows, as of March 18, 2024, the beneficial ownership of our common stock by each director and

director nominee of the Company, each of the named executive officers, and all directors, director nominees and

executive officers of the Company as a group.


	Number of Shares or Units Beneficially Owned as of March 18, 2024(1)
Name of Beneficial Owner	Shares Owned Directly and Indirectly(2)	Stock Options Exercisable Within 60 Days of March 18, 2024(3)	Stock Equivalent Units(4)	Total Stock- Based Ownership(5)
Alan D. Schnitzer	281,061	874,884	—	1,155,945
Daniel S. Frey	23,514	56,323	—	79,837
Gregory C. Toczydlowski	28,064	168,165	—	196,229
Avrohom J. Kess	39,844	323,741	—	363,585
Michael F. Klein	24,617	123,653	—	148,270
Alan L. Beller	—	—	—	—
Janet M. Dolan	—	—	309	309
Russell G. Golden	—	—	—	—
Patricia L. Higgins	122	—	—	122
William J. Kane	877	—	—	877
Thomas B. Leonardi	—	—	—	—
Clarence Otis Jr.	—	—	—	—
Elizabeth E. Robinson	—	—	—	—
Philip T. Ruegger III	23,359	—	—	23,359
Rafael Santana	—	—	—	—
Todd C. Schermerhorn	—	—	—	—
Laurie J. Thomsen	1,925	—	1,338	3,263
Bridget van Kralingen	—	—	—	—
David S. Williams	—	—	—	—
All Directors and Executive Officers as a Group (26 persons)(6)	906,806	2,166,813	1,647	3,075,266

(1)Unless otherwise indicated, each individual and member of the group has sole voting power and sole investment power with respect to the

shares owned. As of March 18, 2024, (A) no director or executive officer beneficially owned 1% or more of the outstanding common stock of

the Company, and (B) the directors and executive officers of the Company as a group beneficially owned approximately 1.33% of the

outstanding common stock of the Company (including common stock they can acquire within 60 days).

(2)Included are (A) common shares owned outright; (B) common shares held in our 401(k) Savings Plan; (C) shares held by family members

of the following: Mr. Schnitzer— 18,521 shares held by his spouse and 93 shares held by Mr. Schnitzer as custodian for his children (Mr.

Schnitzer disclaims beneficial ownership of these 93 shares); and Ms. Thomsen—200 shares held by her spouse; and (D) the following

shares which are held in trust: Ms. Thomsen—125 shares held in trust for which Ms. Thomsen is a nominal trustee.

(3)The number of shares shown in this column are not currently outstanding but are deemed beneficially owned because of the right to

acquire them pursuant to options exercisable within 60 days of March 18, 2024.

(4)All non-employee directors hold deferred stock units granted under the Amended and Restated 2004 Stock Incentive Plan, the 2014 Stock

Incentive Plan, the 2023 Stock Incentive Plan, the Deferred Compensation Plan for Non-Employee Directors or the legacy deferred stock

plan of either St. Paul or TPC. This column lists those deferred stock units that would be distributed to directors in the form of shares of

common stock within 60 days if any of them were to have retired as a director on March 18, 2024. In addition, each director holds deferred

stock units and common stock units which are not reflected in the table above because the units would not be distributed to directors in the

form of common stock until at least six months following his or her retirement as a director. See footnote (2) to the “Non-Employee Director

Compensation—Director Compensation for 2023” table for detail regarding each director’s common stock units and deferred stock unit

holdings as of December 31, 2023.

(5)These amounts are the sum of the number of shares shown in the prior columns. As of March 18, 2024, non-employee directors also hold

deferred stock units and common stock units which are not reflected in the table above because the units will be distributed to directors in

OTHER INFORMATION


94	The Travelers Companies, Inc. \| 2024 Proxy Statement

the form of common stock more than 60 days following their retirement as a director. The table below reflects the directors’ equity holdings

in the Company, including these deferred and common stock units.


Name	Shares Owned Directly and Indirectly	Stock Equivalent Units		Total
Name	Shares Owned Directly and Indirectly	Vested	Unvested	Total
Beller	—	41,157	973	42,130
Dolan	—	55,278	973	56,251
Golden	—	467	1,955	2,422
Higgins	122	41,157	973	42,252
Kane	877	20,676	1,888	23,441
Leonardi	—	2,261	1,888	4,149
Otis	—	13,270	1,888	15,158
Robinson	—	7,103	1,888	8,991
Ruegger	23,359	14,919	973	39,251
Santana	—	1,089	1,888	2,977
Schermerhorn	—	10,409	1,888	12,297
Thomsen	1,925	56,482	1,888	60,295
van Kralingen	—	1,089	1,888	2,977

(6)Includes an aggregate of 17,233 shares of common stock beneficially owned by these individuals in trust and 21,320 shares of common

stock held by family members. As a director nominee, Mr. Williams is not included in the aggregate amounts shown for All Directors and

Executive Officers as a Group.

5% Owners

The following table provides information about shareholders known to us to beneficially own more than 5% of our

outstanding common stock.


Beneficial Owner	Amount and Nature of Beneficial Ownership of Company Stock		Percent of Company Common Stock
The Vanguard Group 100 Vanguard Boulevard, Malvern, PA 19355	21,692,863	(1)	9.50%	(1)
BlackRock, Inc. 50 Hudson Yards, New York, NY 10001	20,545,449	(2)	9.0%	(2)
State Street Corporation State Street Financial Center 1 Congress Street, Suite 1, Boston, MA 02114	15,818,206	(3)	6.93%	(3)
FMR LLC 245 Summer Street, Boston, MA 02210	12,896,368	(4)	5.646%	(4)

(1)Based solely on a Schedule 13G filed by Vanguard with the SEC on February 13, 2024, as of December 31, 2023 Vanguard had (1) shared

voting power with respect to 295,508 shares of common stock, (2) sole dispositive power with respect to 20,714,786 shares of common

stock and (3) shared dispositive power with respect to 978,077 shares of common stock.

(2)Based solely on a Schedule 13G filed by BlackRock with the SEC on January 25, 2024, as of December 31, 2023 BlackRock, Inc. had (1)

sole voting power with respect to 18,234,585 shares of common stock and (2) sole dispositive power with respect to 20,545,449 shares of

common stock.

(3)Based solely on a Schedule 13G filed by State Street Corporation and State Street Global Advisors Trust Company with the SEC on

January 30, 2024, as of December 31, 2023 State Street Corporation had (1) shared voting power with respect to 6,033,545 shares of

common stock and (2) shared dispositive power with respect to 15,801,562 shares of common stock and State Street Global Advisors Trust

Company had (1) shared voting power with respect to 2,438,334 shares of common stock and (2) shared dispositive power with respect to

11,643,434 shares of common stock.

(4)Based solely on a Schedule 13G filed by Fidelity with the SEC on February 9, 2024, as of December 31, 2023 Fidelity had (1) sole voting

power with respect to 10,427,544 shares of common stock and (2) sole dispositive power with respect to 12,896,368 shares of common

stock.

OTHER INFORMATION


2024 Proxy Statement \| The Travelers Companies, Inc.	95

CEO Pay Ratio

As required by Section 953(B) of the Dodd-Frank Wall

Street Reform and Consumer Protection Act, we provide

the following information regarding the relationship of the

annual total compensation of our employees and the

annual total compensation of Mr. Schnitzer, our Chief

Executive Officer. For 2023, our last completed fiscal

year:

•The median of the annual total compensation of all

employees of our company (other than Mr. Schnitzer)

was $117,491;

•The annual total compensation of Mr. Schnitzer was

$22,743,897; and

•Based on the foregoing, the ratio of the annual total

compensation of Mr. Schnitzer to the median of the

annual total compensation of all employees was 194

to 1.

In addition to the required ratio, we also provide the

following supplemental information regarding the

relationship of the annual total compensation of our full-

time U.S. employees who worked for us for the entire

year and the annual total compensation of Mr. Schnitzer.

For 2023:

•The median of the annual total compensation of full-

time employees of our company (other than Mr.

Schnitzer) in the United States who worked for us for

the entire year was $128,016; and

•Based on the foregoing and the above annual total

compensation of Mr. Schnitzer, the ratio of the annual

total compensation of Mr. Schnitzer to the median of

the annual total compensation of our full-time

employees in the U.S. who worked for us for the entire

year was 178 to 1.

As discussed below, these calculations include Company-

paid benefits. We subsidize health benefits more heavily

for lower paid employees as compared to higher paid

employees and also offer 401(k) Savings Plan matching

contributions and pension benefits. In addition, because

we provide pension benefits to our U.S. employees, these

calculations also include year-over-year change in

pension value, calculated in accordance with SEC

disclosure rules.

Identifying the Median Employee for Purposes of the Required Ratio

We are required under SEC rules to identify a new

“median employee” from the employee that we used for

2020, 2021 and 2022. For purposes of our 2023 pay ratio

disclosure, we selected December 31, 2023, which is the

last day of our fiscal year, as the date upon which we

identified such employee.

We determined that, as of December 31, 2023, we had

approximately 33,600 full-time, part-time and temporary

employees. These employees were located primarily in

the United States, Canada, the United Kingdom and

Ireland. For purposes of calculating our median employee

compensation, we excluded 1,473 individuals located in

the United Kingdom and 64 located in Ireland. As a result

of this de minimis exemption, our employee population for

purposes of calculating our median employee

compensation was reduced to approximately 32,100.

In order to identify the median employee, we used annual

total compensation, as that term is defined in Item 402(c)

(2)(x) of Regulation S-K, as our compensation measure.

We included perquisites and personal benefits for each

employee, whether or not the amount exceeded $10,000

in the aggregate.

We also included the change in pension value for

participants in our tax-qualified defined benefit plan with a

cash-balance formula but excluded the change in pension

value for legacy participants accruing benefits under a

final average pay formula. We excluded the change in

pension value for legacy participants because of the

complexity of calculating change in pension value for

such participants and the limited number of such

participants. We consistently applied this compensation

measure to our employee population.

Because our employees are predominantly located in the

United States, as is our CEO, we did not make any cost-

of-living adjustments in identifying our median employee.

In addition, in identifying our median employee, we did

not annualize the compensation of all permanent

employees included in the employee population who

were employed as of December 31, 2023, but did not

work for us or our consolidated subsidiaries for the entire

fiscal year.

OTHER INFORMATION


96	The Travelers Companies, Inc. \| 2024 Proxy Statement

Identifying the Median Employee for Purposes of the Supplemental Ratio

We identified the median employee for purposes of the

supplemental ratio in the same manner as we did for the

required ratio except:

•We excluded all of our non-U.S. employees;

•We excluded U.S. employees who were employed as

of December 31, 2023, but did not work for us or our

consolidated subsidiaries for the entire calendar year;

and

•We excluded part-time U.S. employees who were

employed as of December 31, 2023.

Calculating the Median Employee’s Total Compensation

In order to determine the compensation of the median

employee for purposes of the required ratio and for the

supplemental ratio, we combined all of the elements of

each employee’s compensation for 2023 in accordance

with the requirements of Item 402(c)(2)(x) of Regulation

S-K, resulting in annual total compensation of $117,491

for the required ratio and $128,016 for the supplemental

ratio. For purposes of the foregoing, we included personal

benefits that in aggregate were less than $10,000 and, as

described above, compensation under non-discriminatory

benefit plans and year-over-year change in pension

value.

Calculating Mr. Schnitzer’s Total Compensation

Mr. Schnitzer’s annual total compensation for 2023,

above, differs from the amount reported in the “total”

column in the “Summary Compensation Table” because it

includes compensation under benefit plans that do not

discriminate in favor of our executive officers and are

available generally to all salaried employees, which

amounts are excluded from the amount reported in the

“Summary Compensation Table”.

Pay Versus Performance

The “Compensation Discussion and Analysis” section of this Proxy Statement sets forth the financial and other factors

considered by the Compensation Committee when reviewing and setting the compensation of our CEO and other

named executive officers for the 2023 performance year. As required by Item 402(v) (the “Rule”) of Regulation S-K, the

following sets forth information regarding the compensation of our CEO, who is our principal executive officer (PEO) for

purposes of the Rule, and our other (non-PEO) named executive officers. In accordance with the Rule, the table below

and the discussion that follows includes an amount referred to as “compensation actually paid” as defined in Item

402(v)(2)(iii). The calculation of this amount includes, among other things, the revaluation of four years of unvested and

outstanding stock option awards and three years of unvested and outstanding performance share awards, as our stock

options and performance shares are typically granted in February of each year and the terms of such stock options

include three-year cliff vesting and the terms of such performance shares include a three-year performance period,

ending on December 31 of the third year of the performance period. For example, options granted in February 2023 are

scheduled to vest in February 2026 and performance shares granted in February 2023 have a three-year performance

period from January 1, 2023 to December 31, 2025.

In accordance with the Rule, the value of option and stock awards in a particular year includes:

•the year-end fair value of the awards granted in the covered fiscal year (e.g., 2023) that are outstanding and

unvested as of the end of the covered fiscal year;

•the change in fair value from the end of the prior fiscal year (e.g., 2022) to the end of the covered fiscal year with

respect to any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal

year; and

•the change in fair value from the end of the prior fiscal year to the vesting date with respect to any awards granted in

prior years that vested in the covered fiscal year. Stock awards include the dollar amount of accrued dividend

equivalents.

OTHER INFORMATION


2024 Proxy Statement \| The Travelers Companies, Inc.	97

Importantly, as of the valuation dates in the table, none of

the amounts included in “compensation actually paid” for

our CEO and other named executive officers relating to

stock option and performance share awards have been

paid to our CEO or other named executive officers. In

addition, “compensation actually paid” is calculated using

our stock price as of a specific date, i.e., the last trading

day of the applicable fiscal year or the applicable vesting

date, and changes in the price of the Company’s stock

can materially impact the amount reported as

“compensation actually paid”, both positively or

negatively. The amounts actually received will depend

upon the Company’s performance and the Company’s

stock price, including at the time the performance shares

are actually delivered and the vested options are actually

exercised, as the case may be.

Pay Versus Performance Table


					Value of Initial Fixed $100 Investment Based On: 6
Year	Summary Compensation Table Total for PEO1 ($)	“Compensation Actually Paid” to PEO2,3 ($)	Average Summary Compensation Table Total for Non-PEO Named Executive Officers4 ($)	Average “Compensation Actually Paid” to Non-PEO Named Executive Officers3,5 ($)	Total Shareholder Return ($)	Peer Group Total Shareholder Return7 ($)	Net Income ($ in millions)	Core Return on Equity8
2023	22,730,072	27,638,689	6,700,056	9,138,414	152.77	148.54	2,991	11.5%
2022	21,072,397	50,398,377	6,328,959	12,329,181	146.99	135.01	2,842	11.3%
2021	19,853,697	37,338,163	5,876,115	9,387,843	120.08	129.43	3,662	13.7%
2020	18,990,270	26,534,461	5,570,463	6,947,087	105.36	97.57	2,697	11.3%

1.The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Schnitzer, our CEO, for each

corresponding year as reported in the “Total” column of the “Summary Compensation Table” in this Proxy Statement.

2.In accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K, the following adjustments were made to the amounts reported

for Mr. Schnitzer in the Summary Compensation Table. Importantly, the dollar amounts do not reflect the actual amount of compensation

earned by, or paid to, Mr. Schnitzer during the applicable year or the expense recorded by the Company in its financial statements for the

applicable year. For 2023, the following adjustments were made to the amounts reported for Mr. Schnitzer in the Summary Compensation

Table:


Description	2023 ($)
Change in Pension Value Deduction	(703,164)
Pension Service Cost Addition	295,500
Prior Pension Service Cost Addition	—
Stock Awards Deduction	(8,550,056)
Option Awards Deduction	(5,699,058)
Stock and Option Awards Addition(a)	19,565,395

(a)For 2023, the amount added includes (1) a revaluation as of December 31, 2023 with respect to outstanding and unvested options

awarded on February 7, 2023; (2) the change in value for the period from December 31, 2022 to December 31, 2023 with respect to

outstanding and unvested options awarded on February 8, 2022 and February 2, 2021; (3) the change in value for the period from

December 31, 2022 to the vesting date on February 4, 2023 with respect to options awarded on February 4, 2020; (4) a revaluation as of

December 31, 2023 with respect to performance shares awarded on February 7, 2023; and (5) the change in value for the period from

December 31, 2022 to December 31, 2023 with respect to performance shares awarded on February 8, 2022 and February 2, 2021.

For 2023, the amounts added or deducted, as applicable, in calculating stock and option award adjustments include:


Year	Year End Fair Value of Equity Awards Granted in Covered Fiscal Year ($)	Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Year(s) ($)	Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Same Fiscal Year ($)	Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Covered Fiscal Year ($)	Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year ($)	Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)	Total Equity Award Adjustments ($)
2023	20,521,647	(793,232)	—	(163,020)	—	—	19,565,395

OTHER INFORMATION


98	The Travelers Companies, Inc. \| 2024 Proxy Statement

3.When calculating amounts of “compensation actually paid” for purposes of this table:

•The fair value of each stock option award was estimated using a variation of the Black-Scholes option pricing model in accordance with

FASB ASC Topic 718 and the key input variables (assumptions) of that model as described in Note 14 to our financial statements for the

fiscal year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 15, 2024.

With regard to stock option awards to retirement eligible NEOs, the full amount of expense is recognized in the financial statements at

the date of grant in accordance with Topic 718 as there is no remaining requisite service period under the contractual terms of the

award. However, for purposes of the fair values of such awards reported in the Pay Versus Performance Table above, the fair value

continues to be estimated as of the relevant valuation dates until the awards become contractually vested under the terms of the award.

Other than the estimated term assumption, which was adjusted to reflect employee exercise history, named executive officer retirement

eligibility and the relationship between exercise history and intrinsic value, the assumptions used were not changed from those

described in Note 14 but were updated at each valuation date to reflect the then-current value of each variable.

•The fair value of performance shares was estimated at each valuation date using: (1) the market price of the Company’s common stock

on the relevant valuation date, (2) an adjustment to reflect actual performance for any completed performance year and an assumption

regarding attainment of the performance goals for the remaining performance period, and (3) includes the value of dividend equivalents

accrued from the grant date through the relevant valuation date.

•“Compensation actually paid” is calculated using our stock price as of a specific date, i.e., the last trading day of the applicable fiscal

year or the applicable vesting date, and changes in the price of the Company’s stock can materially impact the amount reported as

“compensation actually paid”, both positively or negatively.

4.The dollar amounts reported in this column represent the average of the total amounts reported for Messrs. Frey, Toczydlowski, Kess and

Klein, as our other named executive officers, for each corresponding year in the “Total” column of the “Summary Compensation Table” in

this Proxy Statement.

5.In accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K, when calculating the average “compensation actually paid” for

Messrs. Frey, Toczydlowski, Kess and Klein the following adjustments were made to the amounts reported in the Summary Compensation

Table. Importantly, the dollar amounts do not reflect the actual average amount of compensation earned by, or paid to, our other named

executive officers as a group during the applicable year or the expense recorded by the Company in its financial statements for the

applicable year. For 2023, the following adjustments were made to the amounts reported for Messrs. Frey, Toczydlowski, Kess and Klein in

the Summary Compensation Table:


Description	2023 ($)
Change in Pension Value Deduction	(300,330)
Pension Service Cost Addition	138,400
Prior Pension Service Cost Addition	—
Stock Awards Deduction	(1,777,497)
Option Awards Deduction	(1,184,796)
Stock and Option Awards Addition(a)	5,562,581

(a)For 2023, the amount added includes (1) a revaluation as of December 31, 2023 with respect to outstanding and unvested options

awarded on February 7, 2023; (2) the change in value for the period from December 31, 2022 to December 31, 2023 with respect to

outstanding and unvested options awarded on February 8, 2022 and February 2, 2021; (3) the change in value for the period from

December 31, 2022 to the vesting date on February 4, 2023 with respect to options awarded on February 4, 2020; (4) a revaluation as of

December 31, 2023 with respect to performance shares awarded on February 7, 2023; and (5) the change in value for the period from

December 31, 2022 to December 31, 2023 with respect to performance shares awarded on February 8, 2022 and February 2, 2021.

For 2023, the amounts added or deducted, as applicable, in calculating stock and option award adjustments include:


Year	Year End Fair Value of Equity Awards Granted in the Covered Fiscal Year ($)	Year-over-Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Year(s) ($)	Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Same Fiscal Year	Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Covered Fiscal Year ($)	Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year ($)	Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)	Total Equity Award Adjustments ($)
2023	7,759,659	(1,318,276)	—	(878,802)	—	—	5,562,581

6.Reflects total shareholder return as calculated based on a fixed investment of one hundred dollars measured from the market close on

December 31, 2019 (the last trading day of 2019) through and including the end of the fiscal year for each year reported in the table as

required by the Rule.

7.Reflects total shareholder return for the Company’s Compensation Comparison Group, which includes American International Group, Inc.,

The Allstate Corporation, Chubb Limited, Hartford Financial Services Group, Inc., The Progressive Corporation, Aflac Incorporated,

American Express Company, The Bank of New York Mellon Corporation, Humana Inc., Lincoln National Corporation, Marsh & McLennan

Companies, Inc., MetLife, Inc. and Prudential Financial, Inc.

8.For purposes of the Rule, we have identified core return on equity as our Company-Selected Metric, the calculation of which is described in

Annex A – Reconciliation of GAAP Measures to Non-GAAP Measures and Selected Definitions. Although core return on equity is one

OTHER INFORMATION


2024 Proxy Statement \| The Travelers Companies, Inc.	99

important financial performance measure, among others, that the Compensation Committee considers when making compensation

decisions with the intent of aligning compensation with Company performance, the Compensation Committee has not historically and does

not currently evaluate “compensation actually paid” as calculated pursuant to Item 402(v)(2) as part of its executive compensation

determinations; accordingly, the Compensation Committee does not actually use any financial performance measure specifically to link

executive “compensation actually paid” to Company performance. Please see the “Compensation Discussion & Analysis” section of this

Proxy Statement for a discussion of performance measures the Compensation Committee considered when making executive

compensation decisions for performance year 2023.

Description of Relationships Between Pay and Performance

Total Shareholder Return

The following charts show the relationship between (1) each of the “compensation actually paid” to our CEO and the

average “compensation actually paid” to the other named executive officers (each as calculated pursuant to Item

402(v)(2)(iii) of Regulation S-K) and (2) the cumulative total shareholder return of the Company for its last four

completed fiscal (calendar) years. The charts also provide a comparison of the Company’s total shareholder return to

the Compensation Comparison Group total shareholder return for the four-year period.

CEO “COMPENSATION ACTUALLY PAID” VS TOTAL

SHAREHOLDER RETURN FOR TRAVELERS AND

COMPENSATION COMPARISON GROUP



CEO Compensation Actually Paid ($m)1	$26.5	$37.3	$50.4	$27.6
Total Shareholder Return for Travelers	$105.36	$120.08	$146.99	$152.77
Total Shareholder Return for Compensation Comparison Group	$97.57	$129.43	$135.01	$148.54

AVERAGE NON-CEO “COMPENSATION ACTUALLY PAID” VS

TOTAL SHAREHOLDER RETURN FOR TRAVELERS AND

COMPENSATION COMPARISON GROUP



Average Non-CEO Compensation Actually Paid ($m)1	$6.9	$9.4	$12.3	$9.1
Total Shareholder Return for Travelers	$105.36	$120.08	$146.99	$152.77
Total Shareholder Return for Compensation Comparison Group	$97.57	$129.43	$135.01	$148.54

1."Compensation Actually Paid" is calculated using our stock price as of a specific date, i.e., the last trading day of the applicable fiscal year

or the applicable vesting date. As a result, changes in the Company's stock price can materially impact the amount reported as

"compensation actually paid", both positively and negatively. For example, if the Company's closing stock price on the last trading day of

2022 had been the same as the closing price on the record date of the 2023 annual meeting (March 28, 2023), keeping all the other

valuation assumptions unchanged, the amount reported as "compensation actually paid" to our CEO for 2022 would have been

$35.1 million, or 30% less than the $50.4 million shown in the chart.

OTHER INFORMATION


100	The Travelers Companies, Inc. \| 2024 Proxy Statement

Net Income

The following charts show the relationship between (1) each of the “compensation actually paid” to our CEO and the

average “compensation actually paid” to the other named executive officers (each as calculated pursuant to Item

402(v)(2)(iii) of Regulation S-K) and (2) the net income of the Company for the last four fiscal years.

CEO “COMPENSATION ACTUALLY PAID”

AND NET INCOME



CEO Compensation Actually Paid ($m)1	$26.5	$37.3	$50.4	$27.6
Net Income ($m)	$2,697	$3,662	$2,842	$2,991

AVERAGE NON-CEO "COMPENSATION ACTUALLY PAID"

AND NET INCOME



Average Non-CEO Compensation Actually Paid ($m)1	$6.9	$9.4	$12.3	$9.1
Net Income ($m)	$2,697	$3,662	$2,842	$2,991

1.See footnote (1) on page 100 for a description of how using a point in time stock price can affect the calculation of "compensation actually

paid".

Core Return on Equity

The following charts show the relationship between (1) each of the “compensation actually paid” to our CEO and the

average “compensation actually paid” to the other named executive officers (each as calculated pursuant to Item

402(v)(2)(iii) of Regulation S-K) and (2) core return on equity of the Company for the last four fiscal years.

CEO “COMPENSATION ACTUALLY PAID”

AND CORE ROE



CEO Compensation Actually Paid ($m)1	$26.5	$37.3	$50.4	$27.6
Core ROE	11.3%	13.7%	11.3%	11.5%

AVERAGE NON-CEO "COMPENSATION ACTUALLY PAID"

AND CORE ROE



Average Non-CEO Compensation Actually Paid ($m)1	$6.9	$9.4	$12.3	$9.1
Core ROE	11.3%	13.7%	11.3%	11.5%

1.See footnote (1) on page 100 for a description of how using a point in time stock price can affect the calculation of "compensation actually

paid".

OTHER INFORMATION


2024 Proxy Statement \| The Travelers Companies, Inc.	101

In accordance with the Rule, the charts above show the

Company’s total shareholder return, net income and core

return on equity, respectively, for the last four fiscal years.

It is important to note, however, that we measure our

success in executing on our financial strategy over time.

This long-term perspective is especially important in the

property and casualty insurance industry where a short-

term focus could create incentives for management to

relax underwriting or investment standards to increase

revenue and reported profit in the near term but create

excessive risk to earnings and negatively impact

shareholders over the longer term. Moreover, results in

the property and casualty insurance industry can vary

significantly from year-to-year due to many factors,

including the occurrence of natural and man-made

catastrophes, economic cycles, pandemics, and other

anticipated and unanticipated developments, and

success can only be measured over time and in the

context of those factors. Accordingly, we believe that the

right way to manage our business is with a long-term

perspective and to create value over time, and our

compensation program is structured to encourage a long-

term perspective. For a discussion of our pay-for-

performance philosophy and the relationship between our

executive compensation and financial results over time,

see pages 40-41 of the “Compensation Discussion and

Analysis” in this Proxy Statement.

Tabular List of Financial Performance Measures

The following financial metrics are provided in response

to the Tabular List disclosure requirement pursuant to

Item 402(v)(6) of Regulation S-K:

•Core return on equity;

•Adjusted core return on equity;

•Core income;

•Core income per diluted share; and

•Adjusted core income (excluding prior year reserve

development related to asbestos and environmental

and catastrophes).

As discussed in the “Compensation Discussion

and Analysis” section of this Proxy statement, the

Compensation Committee considered the above financial

performance measures, among others, when making

executive compensation decisions for performance year

2023.

In evaluating performance against the metrics, however,

the Compensation Committee does not use a formula or

pre-determined weighting, and no one metric is

individually material other than core return on equity and

core income. In addition, as noted above, however, the

Compensation Committee has not historically and does

not currently evaluate “compensation actually paid” as

calculated pursuant to Item 402(v)(2) as part of its

executive compensation determinations; accordingly, the

Compensation Committee does not actually use any

financial or non-financial performance measure

specifically to link executive “compensation actually paid”

to Company performance.

OTHER INFORMATION


102	The Travelers Companies, Inc. \| 2024 Proxy Statement

General Information About the Meeting

Why am I being provided with these

materials?

We are providing these proxy materials in connection with

the Board’s solicitation of proxies to be voted at our

Annual Meeting of Shareholders to be held on May 15,

2024, and at any postponements or adjournments of

the Annual Meeting. The proxy materials, which are

available on our website at investor.travelers.com,

include the Notice of Annual Meeting of Shareholders,

this Proxy Statement and our Annual Report. We have

either (1) delivered to you a Notice of Internet Availability

of Proxy Materials (the “Notice”) and made the proxy

materials available to you on the Internet or (2) delivered

printed versions of the proxy materials, including a proxy

card, to you by mail.

How do I vote my shares without

attending the Annual Meeting?

If you are a shareholder of record or hold shares through

our 401(k) Savings Plan, you may vote by granting a

proxy. Specifically, you may vote:

•By Internet—You may submit your proxy by going

to www.proxyvote.com and following the instructions

on how to complete an electronic proxy card. You will

need the 16-digit number included on your Notice or

proxy card in order to vote by Internet.

•By Telephone—You may submit your proxy by using a

touch-tone telephone to dial (800) 690-6903 and

following the recorded instructions. You will need the

16-digit number included on your Notice or proxy card

in order to vote by telephone.

•By Mail—You may vote by mail by requesting a proxy

card from us, indicating your vote by completing,

signing and dating the card where indicated and by

mailing or otherwise returning the card in the envelope

that will be provided to you. You should sign your name

exactly as it appears on the proxy card. If you are

signing in a representative capacity, indicate your

name and title or capacity.

If you hold your shares in an account with a broker, bank

or other nominee (shares held in “street name”), you may

vote by submitting voting instructions to your bank, broker

or other nominee. In most instances, you will be able to

do this on the Internet, by telephone or by mail as

indicated above. Please refer to the voting instruction

form or other information from your bank, broker or other

nominee on how to submit voting instructions.

What constitutes a quorum?

A majority of the shares of common stock entitled to vote

must be present or represented by proxy to constitute a

quorum at the Annual Meeting. Abstentions and shares

represented by “broker non-votes”, as described below,

are counted as present and entitled to vote for purposes

of determining a quorum. On the record date of March 18,

2024, there were 229,078,240 shares of the Company’s

common stock outstanding, and each share is entitled to

one vote at the Annual Meeting.

Who is entitled to vote?

Shareholders as of the close of business on the record

date of March 18, 2024, may vote at the Annual Meeting.

You have one vote for each share of common stock held

by you as of March 18, 2024, including shares:

•Held directly in your name as “shareholder of

record” (also referred to as “registered shareholder”);

•Held for you in street name—street name holders

generally cannot vote their shares directly and instead

must instruct the broker, bank or nominee how to vote

their shares; and

•Credited to your account in the Company’s 401(k)

Savings Plan.

OTHER INFORMATION


2024 Proxy Statement \| The Travelers Companies, Inc.	103

What are the voting deadlines if I

do not attend the Annual Meeting?

Internet and telephone voting facilities will close at

11:59 p.m. (Eastern Daylight Time) on May 14, 2024,

for the voting of shares held by shareholders of

record or held in street name and at 11:59 p.m.

(Eastern Daylight Time) on May 13, 2024, for the

voting of shares held by current and former

employees through the Company’s 401(k)

Savings Plan.

Mailed proxy cards with respect to shares held of

record or in street name must be received no later

than May 14, 2024.

Mailed proxy cards with respect to shares held by

current and former employees through the

Company’s 401(k) Savings Plan must be received no

later than May 13, 2024.

May I revoke my proxy or change

my vote?

Yes. Whether you have voted by Internet, telephone or

mail, if you are a shareholder of record, you may revoke

your proxy or change your vote by:

•Sending a written statement that you wish to revoke

your proxy to our Corporate Secretary or to any

corporate officer of the Company, provided such

statement is received no later than May 14, 2024;

•Voting again by Internet or telephone at a later time

before the closing of those voting facilities at 11:59

p.m.(Eastern Daylight Time) on May 14, 2024;

•Submitting a properly signed proxy card with a later

date that is received no later than May 14, 2024; or

•Voting at the Annual Meeting.

If you are a current or former employee and hold shares

through Travelers’ 401(k) Savings Plan, you may change

your vote and revoke your proxy by any of the first three

methods listed if you do so no later than 11:59 p.m.

(Eastern Daylight Time) on May 13, 2024. You cannot,

however, revoke or change your proxy with respect to

shares held through Travelers’ 401(k) Savings Plan after

that date, and you cannot vote those shares at the

Annual Meeting.

If you hold shares in street name, you must contact your

bank, broker or other nominee for specific instructions on

how to change or revoke your vote.

What is a “broker non-vote” and

how does it affect voting on each

item?

A broker non-vote occurs if you hold your shares in street

name and do not provide voting instructions to your

broker on a proposal and your broker does not have

discretionary authority to vote on such proposal. See

below for a discussion of which proposals permit

discretionary voting by brokers and the effect of a broker

non-vote.

What if I receive more than one

Notice or proxy card about the

same time?

It generally means you hold shares registered in more

than one account. To ensure that all your shares are

voted, please sign and return each proxy card, or, if you

vote by Internet or telephone, vote once for each Notice

or proxy card you receive.

What do I need to be admitted to

the Annual Meeting?

You must register in advance and present your

admission ticket and a form of personal identification

(such as a driver’s license) to enter the Annual Meeting.

Please see “How do I register for the Annual Meeting and

receive an admission ticket?” below for directions on how

to register for the meeting and obtain your admission

ticket.

How do I register for the Annual

Meeting and receive an admission

ticket?

To help ensure an orderly admission process to the

Annual Meeting, we are requiring all shareholders that

wish to attend the Annual Meeting to register in advance.

You may pre-register by visiting www.proxyvote.com and

clicking the “Attend a Meeting” link. If you received your

proxy materials by mail, you can use the 16-digit control

number included on your Notice or proxy card (for

shareholders of record) or voting instruction form (for

shareholders that hold shares through a broker, bank or

other nominee) to access www.proxyvote.com and

materials by email, you will be able to access the meeting

registration link directly from the email. Registration for in-

person attendance will be open until 5:00 pm (Eastern

Daylight Time) on May 14, 2024. We will communicate

any special health precautions directly to registered

attendees prior to the Annual Meeting.

You will be able to secure an admission ticket when you

be admitted to the meeting, you are required to pre-

government issued photo identification (see “What do I

need to be admitted to the Annual Meeting?” above).

OTHER INFORMATION


104	The Travelers Companies, Inc. \| 2024 Proxy Statement

What happens if a change to the

Annual Meeting is necessary due to

exigent circumstances?

If circumstances require a change in our Annual Meeting,

we will announce the decision to do so in advance via a

press release and will post details on our website that will

also be filed with the SEC as additional proxy materials. A

virtual meeting will have no impact on shareholders’

ability to provide their proxy over the Internet or telephone

or by completing and mailing their proxy card, each as

explained in this Proxy Statement. As always, we

encourage you to vote your shares prior to the Annual

Meeting.

Are there other things I should

know if I intend to attend the

Annual Meeting?

We may institute special precautions to protect the health

and safety of our directors, employees and shareholders

seeking to attend the Annual Meeting. We will

communicate such protocols directly to registered

attendees in advance of the meeting. Please note that no

cameras, recording equipment, electronic devices, large

bags, briefcases or packages will be permitted at the

Annual Meeting.

Who will count the vote?

Representatives of Broadridge Financial Solutions, Inc.

will tabulate the votes. Representatives of American

Election Services, LLC will act as inspectors of election.

Could other matters be decided at

the Annual Meeting?

At the date this Proxy Statement went to press, we did

not know of any matters to be raised at the Annual

Meeting other than those referred to in this Proxy

Statement. If other matters are properly presented at the

Annual Meeting for consideration and you are a

shareholder of record and have submitted a proxy card,

the persons named in your proxy card will have the

discretion to vote on those matters for you.

Who will pay the cost of this proxy

solicitation?

We will pay the cost of soliciting proxies. Proxies may be

solicited on our behalf by directors, officers or employees

(for no additional compensation) in person or by

telephone, electronic transmission and facsimile

transmission. Brokers and other nominees will be

requested to solicit proxies or authorizations from

beneficial owners and will be reimbursed for their

reasonable expenses. In addition, we have hired Morrow

Sodali LLC to solicit proxies. We expect to pay Morrow

Sodali LLC a fee of $17,000 plus reasonable expenses

for these services.

What is “householding” and how

does it affect me?

SEC rules permit companies and intermediaries, such as

brokers, to satisfy delivery requirements for proxy

statements and notices with respect to two or more

shareholders sharing the same address by delivering a

single proxy statement or a single notice addressed to

those shareholders. This process, which is commonly

referred to as “householding”, provides cost savings for

companies. Some brokers household proxy materials,

delivering a single proxy statement or notice to multiple

shareholders sharing an address unless contrary

instructions have been received from the affected

shareholders. Once you have received notice from your

broker that they will be householding materials to your

address, householding will continue until you are notified

otherwise or until you revoke your consent.

If, at any time, you no longer wish to participate in

householding and would prefer to receive a separate

proxy statement or notice, or if you are receiving

duplicate copies of these materials and wish to have

householding apply, please notify your broker. You may

also call (866) 540-7095 or write to: Householding

Department, 51 Mercedes Way, Edgewood, New York

11717, and include your name, the name of your broker

or other nominee, and your account number(s). You can

also request prompt delivery of a copy of the proxy

statement and annual report by contacting Travelers

Investor Relations Department, 485 Lexington Avenue,

3140-NY08EX, New York, New York 10017, (917)

778-6877.

OTHER INFORMATION


2024 Proxy Statement \| The Travelers Companies, Inc.	105

What am I voting on, how many votes are required to approve each item,

how are votes counted and how does the Board recommend I vote?

The table below summarizes the proposals that will be voted on, the vote required to approve each item, how votes are

counted and how the Board recommends you vote:


Item	Vote Required	Voting Options	Broker Discretionary Voting Allowed(2)	Impact of Abstain Vote	Board Recommendation(3)
Item 1 – Election of the 11 director nominees listed in this Proxy Statement	Majority of votes cast– FOR must exceed AGAINST votes(1)	FOR AGAINST ABSTAIN	No	None	FOR
Item 2 – Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2024	Majority of votes present or represented by proxy and entitled to vote on this item of business or, if greater, the vote required is a majority of the voting power of the minimum number of shares entitled to vote that would constitute a quorum at the Annual Meeting	FOR AGAINST ABSTAIN	Yes	AGAINST	FOR
Item 3 – Non-binding vote to approve executive compensation		FOR AGAINST ABSTAIN	No	AGAINST	FOR
Item 4 – Shareholder proposal relating to a report on methane in the energy sector(4)		FOR AGAINST ABSTAIN	No	AGAINST	AGAINST
Item 5 – Shareholder proposal relating to GHG emissions(4)		FOR AGAINST ABSTAIN	No	AGAINST	AGAINST
Item 6 – Shareholder proposal relating to human rights risks in underwriting(4)		FOR AGAINST ABSTAIN	No	AGAINST	AGAINST
Item 7 – Shareholder proposal relating to CEO pay ratio and executive compensation(4)		FOR AGAINST ABSTAIN	No	AGAINST	AGAINST

(1)In an uncontested election of directors at which a quorum is present, if any nominee for director receives a greater number of votes

“AGAINST” his or her election than votes “FOR” such election, our Governance Guidelines require that such person must promptly tender

his or her resignation to the Board following certification of the shareholder vote. Our Governance Guidelines further provide that the

Nominating and Governance Committee will then consider the tendered resignation and make a recommendation to the Board as to

whether to accept or reject the tendered resignation or whether other action should be taken. The Board will act on the tendered

resignation, taking into account the Nominating and Governance Committee’s recommendation, and publicly disclose its decision regarding

the tendered resignation and the rationale behind the decision within 90 days from the date of the certification of the election results.

Cumulative voting in the election of directors is not permitted.

(2)A broker non-vote will not count as a vote for or against a director and will have no effect on the outcome of the election of the 11 director

nominees disclosed in this Proxy Statement. A broker non-vote will have no effect on Items 2 through 7 unless a majority of the voting

power of the minimum number of shares entitled to vote that would constitute a quorum at the Annual Meeting is required in order to

approve the item as described in the column “Vote Required” above, in which case a broker non-vote will have the same effect as a vote

“AGAINST”.

(3)If you are a registered holder and you sign and submit your proxy card without indicating your voting instructions, your shares will be voted

in accordance with the Board’s recommendation.

(4)In the case of the shareholder proposals in Items 4 through 7, these proposals will only be voted on if they are presented at the Annual

Meeting.

OTHER INFORMATION


106	The Travelers Companies, Inc. \| 2024 Proxy Statement

Shareholder Proposals for 2025 Annual Meeting

If any shareholder wishes to propose a matter for

consideration at our 2025 Annual Meeting of

Shareholders, the proposal should be mailed by certified

mail return receipt requested, to our Corporate Secretary,

at the Company’s principal executive office located at 485

Lexington Avenue, New York, New York 10017. To be

eligible under the SEC’s shareholder proposal rule (Rule

14a-8(e) of the Exchange Act) for inclusion in our 2025

Annual Meeting Proxy Statement and form of proxy

expected to be made available in April 2025, a proposal

must be received by our Corporate Secretary on or

before December 3, 2024. Failure to deliver a proposal in

accordance with this procedure may result in it not being

deemed timely received.

Our bylaws require timely notice of business to be

brought before a shareholders’ meeting, including

nominations of persons for election as directors. To be

timely, notice to our Corporate Secretary must be

received at our principal executive office not less than 90

days nor more than 120 days prior to the first anniversary

of the date of the preceding year’s annual meeting of

shareholders; provided, however, that in the event that

the annual meeting of shareholders is more than 30 days

before or 70 days after such anniversary date or, if no

such meeting was held in the preceding year, notice by a

shareholder shall be timely only if received (a) not earlier

than 120 days prior to such annual meeting and (b) not

less than 90 days before such annual meeting or, if later,

within ten days after the first public announcement of the

date of such annual meeting. Accordingly, unless the

proviso above applies, notice of business and

nominations must be received by our Corporate

Secretary no earlier than January 15, 2025 and no later

than February 14, 2025. Any notice of director nomination

other than through proxy access must include the

additional information required by Rule 14a-19(b) under

the Exchange Act.

Our bylaws, which have other informational requirements

that must be followed in connection with submitting

director nominations and any other business for

consideration at a shareholders meeting, are posted on

our website at www.travelers.com under “Investors:

Corporate Governance: Governance Documents”.

For information regarding submission of a director

nominee using our proxy access bylaw, see “Governance

of Your Company—Director Nominations—Proxy Access”

in this Proxy Statement.

Other Business

The Board does not know of any other matters to be brought before the meeting. If other matters are presented, the

proxy holders have discretionary authority to vote all proxies in accordance with their best judgment.

By Order of the Board of Directors,

Wendy C. Skjerven

Corporate Secretary

OTHER INFORMATION


2024 Proxy Statement \| The Travelers Companies, Inc.	107

Annex A: Reconciliation of GAAP Measures to Non-GAAP

Measures and Selected Definitions

Core income is consolidated net income excluding the

after-tax impact of net realized investment gains (losses),

discontinued operations, the effect of a change in tax

laws and tax rates at enactment, and cumulative effect of

changes in accounting principles when applicable. Core

income per diluted share is core income on a per

diluted common share basis.

Return on equity is the ratio of net income to average

shareholders’ equity for the periods presented. Average

shareholders’ equity is (a) the sum of total

shareholders’ equity at the beginning and end of each of

the quarters for the period presented divided by (b) the

number of quarters in the period presented times

two. Core return on equity is the ratio of core income to

adjusted average shareholders’ equity for the periods

presented. Adjusted shareholders’ equity is

shareholders’ equity excluding net unrealized investment

gains (losses), net of tax, included in shareholders’ equity,

net realized investment gains (losses), net of tax, for the

period presented, and the effect of a change in tax laws

and tax rates at enactment (excluding the portion related

to net unrealized investment gains (losses)). Adjusted

average shareholders’ equity is (a) the sum of adjusted

shareholders’ equity at the beginning and end of each of

the quarters for the period presented divided by (b) the

number of quarters in the period presented times

two. Average annual core return on equity over a

period is the ratio of: (a) the sum of core income for the

periods presented to (b) the sum of the adjusted average

shareholders’ equity for all years in the period presented.

In the opinion of the Company’s management, core

income, core income per diluted share and core return on

equity are important indicators of how well management

creates value for its shareholders through its operating

activities and its capital management. Financial statement

users also consider core income when analyzing the

results and trends of insurance companies. These

measures exclude net realized investment gains (losses),

net of tax, which can be significantly impacted by both

discretionary and other economic factors and are not

necessarily indicative of operating trends. Internally, the

Company’s management uses core income, core income

per diluted share and core return on equity to evaluate

financial performance against historical results and

establish performance targets on a consolidated basis.

Book value per share is total common shareholders’

equity divided by the number of common shares

outstanding. Adjusted book value per share is total

common shareholders’ equity excluding net unrealized

investment gains and losses, net of tax, included in

shareholders’ equity, divided by the number of common

shares outstanding. In the opinion of the Company’s

management, adjusted book value per share is useful in

an analysis of a property casualty company’s book value

per share as it removes the effect of changing prices on

invested assets (i.e., net unrealized investment gains

(losses), net of tax), which do not have an equivalent

impact on unpaid claims and claim adjustment expense

reserves.

Underwriting gain (loss) is net earned premiums and

fee income less claims and claim adjustment expenses

and insurance-related expenses. In the opinion of the

Company’s management, it is important to measure

profitability excluding the results of investing activities,

which are managed separately from the insurance

business. This measure is used to assess business

performance and as a tool in making business

decisions. Underwriting gain, excluding the impact of

catastrophes and net favorable (unfavorable) prior

year loss reserve development, is the underwriting gain

(loss) adjusted to exclude claims and claim adjustment

expenses, reinstatement premiums and assessments

related to catastrophes and loss reserve development

related to time periods prior to the current year. In the

opinion of the Company’s management, this measure is

meaningful to users of the financial statements to

understand the Company’s periodic earnings and the

variability of earnings caused by the unpredictable nature

(i.e., the timing and amount) of catastrophes and loss

reserve development. This measure is also referred to

as underlying underwriting margin, underlying

underwriting income and underlying underwriting

gain.

A catastrophe is a severe loss designated a catastrophe

by internationally recognized organizations that track and

report on insured losses resulting from catastrophic

events, such as Property Claim Services (PCS) for

events in the United States and Canada. Catastrophes

can be caused by various natural events, including,

among others, hurricanes, tornadoes and other

windstorms, earthquakes, hail, wildfires, severe winter

weather, floods, tsunamis, volcanic eruptions and other

naturally occurring events, such as solar flares.

Catastrophes can also be man-made, such as terrorist

attacks and other intentionally destructive acts including

those involving nuclear, biological, chemical and

radiological events, cyber events, explosions and

destruction of infrastructure. Each catastrophe has

unique characteristics and catastrophes are not

predictable as to timing or amount. Their effects are

included in net and core income and claims and claim

adjustment expense reserves upon occurrence. A

catastrophe may result in the payment of reinsurance

reinstatement premiums and assessments from

various pools.

The Company’s threshold for disclosing catastrophes is

primarily determined at the reportable segment level. If a

threshold for one segment or a combination thereof is

ANNEX A


A-1	2024 Proxy Statement \| The Travelers Companies, Inc.

exceeded and the other segments have losses from the

same event, losses from the event are identified as

catastrophe losses in the segment results and for the

consolidated results of the Company. Additionally, an

aggregate threshold is applied for international business

across all reportable segments. The threshold for 2023

ranged from approximately $20 million to $30 million of

losses before reinsurance and taxes.

Net favorable (unfavorable) prior year loss reserve

development is the increase or decrease in incurred

claims and claim adjustment expenses as a result of the

re-estimation of claims and claim adjustment expense

reserves at successive valuation dates for a given group

of claims, which may be related to one or more prior

years. In the opinion of the Company’s management, a

discussion of loss reserve development is meaningful to

users of the financial statements as it allows them to

assess the impact between prior and current year

development on incurred claims and claim adjustment

expenses, net and core income and changes in claims

and claim adjustment expense reserve levels from period

to period.

We have included the following tables to provide a

reconciliation or a calculation of the above terms used in

this Proxy Statement: (1) net income to core income,

(2) shareholders’ equity to adjusted shareholders’ equity,

which are components of the return on equity and core

return on equity ratios, (3) calculation of return on equity

and core return on equity, (4) net income per share to

core income per share on a diluted basis, (5) book value

per share and adjusted book value per share, (6)

invested assets to invested assets excluding net

unrealized investment gains (losses), (7) net income to

pre-tax underwriting income and (8) net income to after-

tax underlying underwriting income.

Combined Ratio, Underwriting Expense Ratio and

Underlying Combined Ratio

For Statutory Accounting Practices (SAP), the combined

ratio is the sum of the SAP loss and loss adjustment

expense (LAE) ratio and the SAP underwriting expense

ratio as defined in the statutory financial statements

required by insurance regulators. The combined ratio,

as used in this proxy statement, is the equivalent of, and

is calculated in the same manner as, the SAP combined

ratio except that the SAP underwriting expense ratio is

based on net written premiums and the underwriting

expense ratio as used in this proxy statement is based on

net earned premiums.

For SAP, the loss and LAE ratio is the ratio of incurred

losses and loss adjustment expenses less certain

administrative services fee income to

net earned premiums as defined in the statutory financial

statements required by insurance regulators. The loss

and LAE ratio as used in this proxy statement is

calculated in the same manner as the SAP ratio.

For SAP, the underwriting expense ratio is the ratio of

underwriting expenses incurred (including commissions

paid), less certain administrative services fee income and

billing and policy fees and other, to net written premiums

as defined in the statutory financial statements required

by insurance regulators. The underwriting expense

ratio as used in this proxy statement is the ratio of

underwriting expenses (including the amortization of

deferred acquisition costs), less certain administrative

services fee income, billing and policy fees and other, to

net earned premiums.

The combined ratio, loss and LAE ratio, and underwriting

expense ratio are used as indicators of the Company’s

underwriting discipline, efficiency in acquiring and

servicing its business and overall underwriting

profitability. A combined ratio under 100% generally

indicates an underwriting profit. A combined ratio over

100% generally indicates an underwriting loss.

Underlying combined ratio represents the combined

ratio excluding the impact of net prior year reserve

development and catastrophes. The underlying combined

ratio is an indicator of the Company’s underwriting

discipline and underwriting profitability for the current

accident year.

RECONCILIATION OF NET INCOME TO CORE INCOME


	Twelve Months Ended December 31,
($ in millions, after-tax)	2023	2022	2021	2020	2019	2018	2017	2016	2015	2014
Net income	$2,991	$2,842	$3,662	$2,697	$2,622	$2,523	$2,056	$3,014	$3,439	$3,692
Adjustments:
Net realized investment (gains) losses	81	156	(132)	(11)	(85)	(93)	(142)	(47)	(2)	(51)
Impact of changes in tax laws and/or tax rates(1)(2)	—	—	(8)	—	—	—	129	—	—	—
Core income	$3,072	$2,998	$3,522	$2,686	$2,537	$2,430	$2,043	$2,967	$3,437	$3,641

(1)Impact is recognized in the accounting period in which the change is enacted

(2)2017 reflects impact of Tax Cuts and Jobs Act of 2017 (TCJA)

ANNEX A


	2024 Proxy Statement \| The Travelers Companies, Inc.	A-2

RECONCILIATION OF SHAREHOLDERS’ EQUITY TO ADJUSTED SHAREHOLDERS’ EQUITY


	As of December 31,
($ in millions)	2023	2022	2021	2020	2019	2018	2017	2016	2015	2014
Shareholders’ equity	$24,921	$21,560	$28,887	$29,201	$25,943	$22,894	$23,731	$23,221	$23,598	$24,836
Net unrealized investment (gains) losses, net of tax, included in shareholders’ equity	3,129	4,898	(2,415)	(4,074)	(2,246)	113	(1,112)	(730)	(1,289)	(1,966)
Net realized investment (gains) losses, net of tax	81	156	(132)	(11)	(85)	(93)	(142)	(47)	(2)	(51)
Impact of changes in tax laws and/or tax rates(1)(2)	—	—	(8)	—	—	—	287	—	—	—
Adjusted shareholders’ equity	$28,131	$26,614	$26,332	$25,116	$23,612	$22,914	$22,764	$22,444	$22,307	$22,819

(1)Impact is recognized in the accounting period in which the change is enacted

(2)2017 reflects impact of Tax Cuts and Jobs Act of 2017 (TCJA)

CALCULATION OF RETURN ON EQUITY AND CORE RETURN ON EQUITY


	Twelve Months Ended December 31,
($ in millions, after-tax)	2023	2022	2021	2020	2019	2018	2017	2016	2015	2014
Net income	$2,991	$2,842	$3,662	$2,697	$2,622	$2,523	$2,056	$3,014	$3,439	$3,692
Average shareholders’ equity	22,031	23,384	28,735	26,892	24,922	22,843	23,671	24,182	24,304	25,264
Return on equity	13.6%	12.2%	12.7%	10.0%	10.5%	11.0%	8.7%	12.5%	14.2%	14.6%
Core income	$3,072	$2,998	$3,522	$2,686	$2,537	$2,430	$2,043	$2,967	$3,437	$3,641
Adjusted average shareholders’ equity	26,772	26,588	25,718	23,790	23,335	22,814	22,743	22,386	22,681	23,447
Core return on equity	11.5%	11.3%	13.7%	11.3%	10.9%	10.7%	9.0%	13.3%	15.2%	15.5%

RECONCILIATION OF NET INCOME PER SHARE TO CORE INCOME PER SHARE ON A DILUTED BASIS


	Twelve Months Ended December 31,
		2023	2022
Diluted income per share
Net income		$12.79	$11.77
Adjustments:
Net realized investment losses, after-tax		0.34	0.65
Core income		$13.13	$12.42

ANNEX A


A-3	2024 Proxy Statement \| The Travelers Companies, Inc.

CALCULATION OF BOOK VALUE PER SHARE AND ADJUSTED BOOK VALUE PER SHARE


	As of December 31,
($ in millions, except per share amounts)	2023	2022	2021	2020	2019	2018	2017	2016	2015	2014
Shareholders’ equity	$24,921	$21,560	$28,887	$29,201	$25,943	$22,894	$23,731	$23,221	$23,598	$24,836
Less: net unrealized investment gains (losses), net of tax, included in shareholders’ equity	(3,129)	(4,898)	2,415	4,074	2,246	(113)	1,112	730	1,289	1,966
Shareholders’ equity, excluding net unrealized investment gains (losses), net of tax, included in shareholders’ equity	$28,050	$26,458	$26,472	$25,127	$23,697	$23,007	$22,619	$22,491	$22,309	$22,870
Common shares outstanding	228.2	232.1	241.2	252.4	255.5	263.6	271.4	279.6	295.9	322.2
Book value per share	$109.19	$92.90	$119.77	$115.68	$101.55	$86.84	$87.46	$83.05	$79.75	$77.08
Adjusted book value per share	$122.90	$114.00	$109.76	$99.54	$92.76	$87.27	$83.36	$80.44	$75.39	$70.98

RECONCILIATION OF INVESTED ASSETS TO INVESTED ASSETS EXCLUDING NET UNREALIZED INVESTMENT

GAINS (LOSSES)


	As of December 31,
($ in millions)	2023	2022	2021	2020	2019	2018	2017	2016	2015	2014	2013	2012
Invested assets	$88,810	$80,454	$87,375	$84,423	$77,884	$72,278	$72,502	$70,488	$70,470	$73,261	$73,160	$73,838
Less: Net unrealized investment gains (losses), pre-tax	(3,970)	(6,220)	3,060	5,175	2,853	(137)	1,414	1,112	1,974	3,008	2,030	4,761
Invested assets excluding net unrealized investment gains (losses)	$92,780	$86,674	$84,315	$79,248	$75,031	$72,415	$71,088	$69,376	$68,496	$70,253	$71,130	$69,077

RECONCILIATION OF NET INCOME TO PRE-TAX UNDERWRITING INCOME

(also known as Underwriting Gain)


	Twelve Months Ended December 31,
($ in millions, after-tax, except as noted)		2023	2022
Net income		$2,991	$2,842
Net realized investment (gains) losses		81	156
Core income		3,072	2,998
Net investment income		(2,436)	(2,170)
Other (income) expense, including interest expense		337	277
Underwriting income		973	1,105
Income tax expense (benefit) on underwriting results		(7)	231
Pre-tax underwriting income		$966	$1,336

ANNEX A


	2024 Proxy Statement \| The Travelers Companies, Inc.	A-4

RECONCILIATION OF NET INCOME TO AFTER-TAX UNDERLYING UNDERWRITING INCOME

(also known as Underlying Underwriting Gain)


	Twelve Months Ended December 31,
($ in millions, after-tax)	2023	2022	2021	2020	2019	2018	2017	2016	2015	2014	2013	2012
Net income	$2,991	$2,842	$3,662	$2,697	$2,622	$2,523	$2,056	$3,014	$3,439	$3,692	$3,673	$2,473
Net realized investment (gains) losses	81	156	(132)	(11)	(85)	(93)	(142)	(47)	(2)	(51)	(106)	(32)
Impact of changes in tax laws and/or tax rates(1) (2)	—	—	(8)	—	—	—	129	—	—	—	—	—
Core income	3,072	2,998	3,522	2,686	2,537	2,430	2,043	2,967	3,437	3,641	3,567	2,441
Net investment income	(2,436)	(2,170)	(2,541)	(1,908)	(2,097)	(2,102)	(1,872)	(1,846)	(1,905)	(2,216)	(2,186)	(2,316)
Other (income) expense, including interest expense	337	277	235	232	214	248	179	78	193	159	61	171
Underwriting income	973	1,105	1,216	1,010	654	576	350	1,199	1,725	1,584	1,442	296
Impact of net (favorable) unfavorable prior year reserve development	(113)	(512)	(424)	(276)	47	(409)	(378)	(510)	(617)	(616)	(552)	(622)
Impact of catastrophes	2,361	1,480	1,459	1,274	699	1,355	1,267	576	338	462	387	1,214
Underlying underwriting income	$3,221	$2,073	$2,251	$2,008	$1,400	$1,522	$1,239	$1,265	$1,446	$1,430	$1,277	$888

(1)Impact is recognized in the accounting period in which the change is enacted

(2)2017 reflects impact of Tax Cuts and Jobs Act of 2017 (TCJA)

The following terms are also used in this Proxy Statement and are defined as follows:

•Book value per share growth is the percentage change in book value per share over the specified time period.

•Adjusted book value per share growth is the percentage change in adjusted book value per share over the

specified time period.

•Total shareholder return is the percentage change in the stock price and the cumulative amount of dividends,

assuming dividend reinvestment, from the stock price at the beginning of the specified period.

ANNEX A


A-5	2024 Proxy Statement \| The Travelers Companies, Inc.

485 LEXINGTON AVENUE

NEW YORK, NY 10017

YOU HAVE THREE WAYS TO VOTE:

VOTE BY INTERNET

Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above

Use the Internet to transmit your voting instructions electronically. Have your Notice of Internet Availability of

Proxy Materials or your proxy card in hand when you access the website and follow the instructions to obtain

your records and to create an electronic voting instruction form.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions. Have your Notice of Internet Availability of

Proxy Materials or proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign, date and return your proxy card in the postage-paid envelope that has been provided to you or

return it to The Travelers Companies, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

If you are a shareholder of record or hold shares through a broker or bank, your vote must be

received by 11:59 p.m. Eastern Daylight Time on May 14, 2024.

If you are a current or former employee voting shares held under the Travelers' 401(k) Savings Plan,

your vote with respect to those plan shares must be received by 11:59 p.m. Eastern Daylight Time on

May 13, 2024. Please consult the separate voting instructions provided for persons holding shares

through a Company employee benefit or compensation plan.

ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS

If you would like to reduce the costs incurred by The Travelers Companies, Inc. in mailing proxy materials,

you can consent to receiving all future Notices of Internet Availability of Proxy Materials electronically via e-

mail or the Internet. To sign-up for electronic delivery, please follow the instructions above to vote using the

Internet and, when prompted, indicate that you agree to receive or access shareholder communications

electronically in future years.

SHAREHOLDER MEETING REGISTRATION

To vote and/or attend the meeting, go to the "Attend a Meeting" link at www.proxyvote.com.


TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
		V32083-P05560-Z86958-Z86959	KEEP THIS PORTION FOR YOUR RECORDS
	THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.		DETACH AND RETURN THIS PORTION ONLY

THE TRAVELERS COMPANIES, INC.

The Board of Directors recommends you vote FOR each of the

Nominees listed in Proposal 1, FOR Proposals 2 and 3 and

AGAINST Proposals 4 through 7.

Election of the eleven directors listed below.

Nominees:

For

Against

Abstain

1a.

Russell G. Golden

☐

Ratification of the appointment of KPMG LLP as The

Travelers Companies, Inc.'s independent registered

public accounting firm for 2024.

For

Against

Abstain

1b.

William J. Kane

☐

1c.

Thomas B. Leonardi

☐

Non-binding vote to approve executive compensation.

☐

1d.

Clarence Otis Jr.

☐

Shareholder proposal relating to a report on methane in

the energy sector, if presented at the Annual Meeting of

Shareholders.

☐

1e.

Elizabeth E. Robinson

☐

Shareholder proposal relating to GHG emissions, if

presented at the Annual Meeting of Shareholders.

☐

1f.

Rafael Santana

☐

Shareholder proposal relating to human rights risks in

underwriting, if presented at the Annual Meeting of

Shareholders.

☐

1g.

Todd C. Schermerhorn

☐

Shareholder proposal relating to CEO pay ratio and

executive compensation, if presented at the Annual

Meeting of Shareholders.

☐

1h.

Alan D. Schnitzer

☐

1i.

Laurie J. Thomsen

☐

IF NO BOXES ARE MARKED AND THE PROXY IS

SIGNED, THIS PROXY WILL BE VOTED IN THE MANNER

DESCRIBED ON THE REVERSE SIDE.

1j.

Bridget van Kralingen

☐

1k.

David S. Williams

☐

NOTE: Please sign exactly as the name(s) appear(s) herein. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, or

on behalf of a corporation or other business entity, please give full title as such.

Signature (PLEASE SIGN WITHIN BOX)

Date

Signature (Joint Owners)

Date

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to

be Held on May 15, 2024: the Notice and Proxy Statement and Annual Report are available at

www.proxyvote.com.

For driving directions to the Annual Meeting, please see the "Notice of Internet Availability of Proxy

Materials - FAQs" posted on our website at www.travelers.com under "Investors".


			V32084-P05560-Z86958-Z86959
THE TRAVELERS COMPANIES, INC. Proxy Solicited on Behalf of the Board of Directors of The Travelers Companies, Inc. for the Annual Meeting of Shareholders, May 15, 2024
The signer(s) hereby constitute(s) and appoint(s) Alan D. Schnitzer, Avrohom J. Kess, Wendy C. Skjerven and Peter Schwartz, and each of them, the signer(s) true and lawful agents and proxies, with full power of substitution in each, to represent the signer(s) at the Annual Meeting of Shareholders of The Travelers Companies, Inc. to be held on May 15, 2024 at 9:00 a.m. (Eastern Daylight Time) and at any adjournments or postponements thereof, and to vote as specified on this proxy all shares of stock of The Travelers Companies, Inc. held of record by the signer(s) at the close of business on March 18, 2024 as the signer(s) would be entitled to vote if personally present, on all matters properly coming before the Annual Meeting, including, but not limited to, the matters set forth on the reverse side of this proxy. The signer(s) hereby acknowledge(s) receipt of the Notice of Internet Availability of Proxy Materials and/or Proxy Statement. The signer(s) hereby revoke(s) all proxies heretofore given by the signer(s) to vote at the Annual Meeting and any adjournments or postponements thereof.
This proxy when properly executed will be voted in the manner directed on the reverse side. If this proxy is signed but no direction is given, this proxy will be voted FOR the election of each of the director nominees listed on the reverse side, FOR Proposals 2 and 3, and AGAINST Proposals 4 through 7. It will be voted in the discretion of the proxies upon such other matters as may properly come before the Annual Meeting.
IF NO BOXES ARE MARKED, THIS PROXY WILL BE VOTED IN THE MANNER DESCRIBED ABOVE.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE