CBChubb Limited
Deals between CB and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-04-03 reports that the one filed 2025-04-01 did not, quoted as filed.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-04-01.
Nothing new: every deal in this year's section was reported last year too.
No longer reported 8 paragraphs of the proxy filed 2025-04-01 with nothing like them this year
Related Party Transactions in 2024“The fees are borne by the participants in the plan. In addition, we include BlackRock funds as among the investment options that may be selected by our clients with respect to their separate accounts with us. We understand that BlackRock funds may pay investment management fees to BlackRock, Inc. and/or its affiliates for their services to the funds.”
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Related Party Transactions in 2024“According to a Schedule 13G/A filed on November 14, 2024, Price Associates reported that it beneficially owned less than 5% of our Common Shares as of September 30, 2024.”
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Related Party Transactions in 2024“Starr Indemnity & Liability Company and its affiliates (collectively, Starr) had previously entered into agency, claims services, underwriting services and reinsurance agreements with some of our subsidiaries. The chairman emeritus of Starr is the father, and the chairman and co-chief executives are the brothers, of our Chairman and CEO. A number of our agreements with Starr were terminated effective April 2023. However, Starr continues to provide”
Read it in last year's proxy ↗
Corporate Governance - Related Party Transactions“certain services to Chubb, including claims administration through the closure of all claims, in respect of insurance policies placed prior to the termination, pursuant to the terms of the applicable agreements.”
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Corporate Governance - Related Party Transactions“Under an agency agreement with Starr as one of our non-exclusive agents, we secured the ability to sell our insurance policies through Starr, and Starr provided us business (in exchange for a commission) as one of our non-exclusive agents for writing policies, contracts, binders or agreements of insurance or reinsurance. Starr adjusted the claims under these policies and worked with us to arrange for third party reinsurance in respect of these policies.”
Read it in last year's proxy ↗
Corporate Governance - Related Party Transactions“In 2024, we generated approximately $10 million in gross written premiums through the agency, claims services and underwriting services agreements with Starr and third party assumptions. We paid Starr a total of approximately $3 million in commissions for direct Starr business.”
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Corporate Governance - Related Party Transactions“We ceded a portion of the premiums generated through the Starr agency relationship to Starr as part of our reinsurance program. In 2024, we ceded approximately $24 million in premiums written to Starr, and collected ceding commissions of approximately $3 million.”
Read it in last year's proxy ↗
Corporate Governance - Related Party Transactions“Other transactions. In 2022, Evan Greenberg, the Company’s Chairman and CEO, entered into an Aircraft Time Sharing Agreement with the Company that allows him to reimburse Chubb for the cost of his personal use of corporate aircraft in an amount based on the incremental cost of each flight to Chubb, provided that the amount does not exceed the maximum allowed under U.S. Federal Aviation Administration (FAA) regulations. The Board of Directors requires Mr. Greenberg to use corporate aircraft for all travel whenever practicable for security reasons and in light of the international nature of the Company’s business. Mr. Greenberg reimbursed Chubb $111,987 related to personal use of corporate aircraft during 2024.”
Read it in last year's proxy ↗
New wording of the review policy 4 paragraphs without an amount or a name
Corporate Governance - Related Party Transactions“third-party risks; cyber trends and events; and other topics. The Committee receives regular reports from management on these issues and consults with the Risk & Finance Committee regarding cybersecurity issues.”
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Corporate Governance - Related Party Transactions“The Risk & Finance Committee is responsible for the oversight of cyber underwriting risk, business continuity and the resilience of IT operations and physical infrastructure.”
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Corporate Governance - Related Party Transactions“For further information on our cybersecurity and information security practices and principles, see “Item 1C. Cybersecurity and Risk Governance” in our 2025 Form 10-K.”
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Related Party Transactions Guidelines“Any transaction in which the related party’s interest arises solely from ownership of securities issued by the Company and all holders of such securities receive the same benefits pro rata as the related party;”
Read it in the proxy ↗
The whole section 24 paragraphs, proxy filed 2026-04-03
Corporate Governance - Related Party Transactions“third-party risks; cyber trends and events; and other topics. The Committee receives regular reports from management on these issues and consults with the Risk & Finance Committee regarding cybersecurity issues.”
Read it in the proxy ↗
Corporate Governance - Related Party Transactions“The Risk & Finance Committee is responsible for the oversight of cyber underwriting risk, business continuity and the resilience of IT operations and physical infrastructure.”
Read it in the proxy ↗
Corporate Governance - Related Party Transactions“For further information on our cybersecurity and information security practices and principles, see “Item 1C. Cybersecurity and Risk Governance” in our 2025 Form 10-K.”
Read it in the proxy ↗
Related Party Transactions Guidelines“The Board of Directors has adopted Related Party Transactions Guidelines. For the purposes of our Related Party Transactions Guidelines, a related party is any person who is:”
Read it in the proxy ↗
Related Party Transactions Guidelines“a beneficial owner of more than 5% of the Company’s outstanding Common Shares at the time the transaction occurred or existed; and any immediate family member of any of the foregoing.”
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Related Party Transactions Guidelines“Our Related Party Transactions Guidelines are administered by our Board’s Nominating & Governance Committee. The guidelines require prior review and approval of transactions in which (a) the aggregate amount involved exceeds or is expected to exceed $120,000 in any fiscal year, (b) the Company was, is or will be a participant and (c) any related party had, has or will have a direct or indirect material interest. Related party transactions subject to the guidelines must be approved by the Nominating & Governance Committee, although the Board or the Nominating & Governance Committee may determine from time to time that the authority to review and approve certain related party transactions should instead reside with the full Board.”
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Related Party Transactions Guidelines“The Company recognizes that there are types of transactions involving a related party that are appropriate and may be in, or may not be inconsistent with, the interests of the Company and its shareholders. Accordingly, our Related Party Transactions Guidelines deem as pre-approved:”
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Related Party Transactions Guidelines“Transactions involving our sale of insurance or reinsurance in the ordinary course of business on terms that are generally available to similarly situated parties that are not related to us, and payments or settlements of claims on such policies in the ordinary course of business on commercially reasonable terms;”
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Related Party Transactions Guidelines“Compensation of executive officers or directors that is reported in the compensation tables or other disclosures in our proxy statement;”
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Related Party Transactions Guidelines“Compensation of a type that would be reported if the related party were named in the proxy statement, provided the Compensation Committee has approved such compensation;”
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Related Party Transactions Guidelines“Payment or reimbursement of a director’s or employee’s expenses incurred in performing such person’s Company-related responsibilities;”
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Related Party Transactions Guidelines“Any transaction in which the related party’s interest arises solely from ownership of securities issued by the Company and all holders of such securities receive the same benefits pro rata as the related party;”
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Related Party Transactions Guidelines“Payments passed through a related party or affiliate of a related party but not from or for such related party or affiliate’s account; and Transactions in which the related party’s interest arises only from (i) (1) such person’s position as a director of an entity, (2) the direct or indirect ownership by such person and all immediate family members of such person, in the aggregate, of less than a 10% equity interest in an entity (other than a partnership) or (3) both such position and ownership; or (ii) such person’s position as a limited partner in a partnership in which the person and all immediate family members of such person have an equity interest of less than 10%.”
Read it in the proxy ↗
Related Party Transactions Guidelines“There is a financial limit condition to the determination of pre-approval status for the transactions or payments listed in the first bullet above. If transactions involve payments to an entity for which a director is an employee or general partner or a director’s immediate family member is an executive officer or general partner totaling the greater of $1 million or 2% of that entity’s annual consolidated gross revenue, then they will not be considered pre-approved and will be subject to the review procedures of the guidelines.”
Read it in the proxy ↗
Related Party Transactions Guidelines“With respect to not-for-profit organizations, our Related Party Transactions Guidelines require the Nominating & Governance Committee to review and approve or, if not subject to pre-approval under the guidelines, ratify and determine that no conflict of interest exists regarding, financial contributions greater than $50,000 in the aggregate per fiscal year by the Company (or its charitable foundations) to not-for-profit organizations for which a director, nominee, executive officer or an immediate family member of any of the foregoing serves as a director, trustee or senior officer.”
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How Do We Monitor Related Party Transactions?“We have established procedures to monitor related party transactions so that we can submit them to the Nominating & Governance Committee or the Board of Directors under our Related Party Transactions Guidelines. We have compiled a list of relevant persons and entities, which we update on a regular basis, and search various databases to identify payments to or from these persons or entities. Our directors, nominees for director and executive officers are also periodically required to report related party transactions of which they are aware to the Chief Compliance Officer, including transactions in which an immediate family member or entity associated with such family member has an interest. We also circulate directors’ and officers’ questionnaires that inquire about, among other things, related parties and related party transactions.”
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How Do We Monitor Related Party Transactions?“Our Code of Conduct addresses procedures to follow with respect to matters that raise potential conflicts, including a requirement that our employees, officers and directors report potential conflicts as part of their annual Code of Conduct affirmation statement. In addition, we poll directors and key officers on a regular basis to determine whether they are aware of any transactions that may be subject to our Related Party Transactions Guidelines.”
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Related Party Transactions in 2025“From time to time, institutional investors, such as large investment management firms, mutual fund management organizations and other financial organizations, with whom we conduct business in the ordinary course on an arm’s-length basis, become beneficial owners (including through aggregation of holdings of their affiliates and/or on behalf of other beneficial owners for whom they act as investment advisor or investment manager) of 5% or more of our Common Shares and, as a result, are considered a related party under our Related Party Transactions Guidelines.”
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Related Party Transactions in 2025“We engaged in the transactions described below with shareholders who owned more than 5% of our Common Shares during 2025 and with other related parties, and we may transact such business during 2026. Some transactions we engage in include related parties or entities that have purchased from us, or sold to us, insurance or reinsurance. We believe the terms of these transactions were no more favorable to either them or us than the terms made available to unrelated counterparties. As such, they or we may receive or make payments associated with such transactions in the ordinary course of business.”
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Related Party Transactions in 2025“BlackRock, Inc. entities provide investment management services to some of our subsidiaries and our qualified and nonqualified benefit plans. In 2025, we paid BlackRock approximately $21 million for these services. BlackRock managed approximately 18% of our investment assets as of the end of 2025, and, additionally, approximately $777 million of investment assets for our legacy United Kingdom defined benefit and defined contribution programs.”
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Related Party Transactions in 2025“BlackRock affiliates also provide investment management services for certain assets within one of our United Kingdom pension plans, and receive fees to the extent participants in the plan choose to invest in BlackRock funds (which are offered among other investment options through the plan). The fees are borne by the participants in the plan.”
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Related Party Transactions in 2025“In 2015, our subsidiary Chubb Tempest Reinsurance Ltd. (CTR) and an affiliate of BlackRock partially funded ABR Reinsurance Capital Holdings, Inc. (ABR), a Bermuda reinsurance holding company. Both CTR and the BlackRock affiliate invested in common shares of ABR in a private placement. In addition, Chubb and BlackRock established contractual relationships with ABR (Chubb in connection with reinsurance and reinsurance operations, and BlackRock in connection with asset management), and entered into a fee-sharing arrangement with each other to equally share certain fees payable by ABR pursuant to these contracts. We received a payment from BlackRock of approximately $10.9 million pursuant to the fee-sharing arrangement in 2025.”
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Related Party Transactions in 2025“Aquiline Capital Partners LLC manages private investment funds in which Company affiliates invest (Aquiline Funds), and its chairman is the brother of our Chairman and CEO. In 2025, we invested approximately $29.7 million and received approximately $31.4 million in distributions from the Aquiline Funds. Our total aggregate commitments since inception under the Aquiline Funds, inclusive of amounts that have not been invested, is approximately $540 million.”
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Related Party Transactions in 2025“Other transactions. A Company subsidiary employs a brother of John Lupica (a named executive officer of the Company) as President of its wholesale and specialty division in North America. Mr. Lupica’s brother was hired in 2000 and was not hired by, and did not report directly to, Mr. Lupica. He received salary and variable compensation valued in the aggregate of approximately $2,400,000 for 2025. In addition, a Company subsidiary employs Mr. Lupica’s daughter-in-law as an assistant vice president and underwriter in North America. She was not hired by, and did not report directly to, Mr. Lupica; for 2025, she received salary and variable compensation of approximately $258,000. Lastly, a Company subsidiary employs the daughter of John Keogh (a named executive officer of the Company) as an underwriter in North America. She was not hired by and does not report directly to Mr. Keogh; for 2025, she received salary and variable compensation of approximately $158,000. The compensation of each of these employees was established by the Company in accordance with its compensation practices applicable to employees with equivalent qualifications and responsibilities.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
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