trv-20260406

Net Income of
$6.3 billion and Net
Income per Diluted
Share of $27.43

Core Income* of
$6.3 billion and Core
Income per Diluted
Share* of $27.59

Return on Equity of
21.0% and Core
Return on Equity* of
19.4%

Book Value per Share
and Adjusted Book
Value per Share*
increased 23% and 14%,
respectively, while we
also returned $4.2 billion
in capital to
shareholders and
continued to make
strategic investments in
our business.

485 Lexington Avenue

New York, New York

10017

April 7, 2026

Alan Schnitzer (AR) Black and White 2026.jpg

Dear Shareholders:

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

Shareholders on Wednesday, May 20, 2026, 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 eight director nominees listed in the Proxy Statement;

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

accounting firm for 2026;

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

•Approve an amendment to The Travelers Companies, Inc. Amended and

Restated 2023 Stock Incentive Plan;

•Consider two 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, FOR the amendment to The

Travelers Companies, Inc. Amended and Restated 2023 Stock Incentive Plan

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 20, 2026 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 23, 2026. Shares held of record or through a broker or nominee may be voted in person at the Annual Meeting to be held on May 20, 2026 (the “Annual Meeting”).
	Board Vote Recommendation


Elect the eight 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 2026.		FOR


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


Approve an amendment to The Travelers Companies, Inc. Amended and Restated 2023 Stock Incentive Plan.		FOR


Consider two 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 19, 2026, 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 18, 2026, 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 7, 2026.


2026 Proxy Statement \| The Travelers Companies, Inc.	1

SUMMARY

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 (Chair), Executive, Risk Director Since: 2023		Todd C. Schermerhorn INDEPENDENT Senior Vice President and Chief Financial Officer of C. R. Bard, Inc. (retired) Lead Director Committees: Audit, Executive, Risk (Chair) Director Since: 2016

	Thomas B. Leonardi INDEPENDENT Executive Vice President of American International Group, Inc. and Vice Chairman of AIG Life Holdings, Inc. (retired) Committees: Compensation, Executive, Investment and Capital Markets, Nominating and Governance (Chair) Director Since: 2021		Alan D. Schnitzer Chairman and Chief Executive Officer of Travelers Committees: Executive (Chair) Director Since: 2015

	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 (retired) Committees: Audit, Risk Director Since: 2024


2026 Proxy Statement \| The Travelers Companies, Inc.	3

SUMMARY



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 44	•Base salaries are appropriately aligned with Compensation Comparison Group.	5%	11%


PERFORMANCE- BASED CASH	Annual Cash Bonus Page 45	•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.	32%	49%


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 performance 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 value of the awards.	63%	40%


4	The Travelers Companies, Inc. \| 2026 Proxy Statement

SUMMARY

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


What We DO		What We DON’T Do


Provide for a cap on the maximum cash bonus opportunity for all of our named executive officers 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



ITEM 4	Amendment to The Travelers Companies, Inc. Amended and Restated 2023 Stock Incentive Plan	Your Board recommends a vote FOR this Item.

		See Page 75



•The Amendment would increase the number of shares authorized for issuance under our Amended and Restated 2023 Stock Incentive Plan (the “2023 Stock Incentive Plan”) by 5,000,000 shares. We currently expect that the additional shares we are seeking will cover our equity compensation program needs for at least three years, based on our historical grant practices and the recent market price of our stock. •The 2023 Stock Incentive Plan is a key element supporting our pay-for-performance compensation philosophy. Equity-based incentive compensation aligns the interests of our employees and our non-employee directors with those of our shareholders and reinforces a long-term perspective. •Our average share usage rate over the last three years was less than 0.70%, and the potential dilution resulting from issuance of the requested shares, shares available for grant and shares subject to outstanding awards would be 7.55%.



ITEMS 5-6	Shareholder Proposals	Your Board recommends a vote AGAINST these Items.

		See Pages 83–93


2026 Proxy Statement \| The Travelers Companies, Inc.	5

SHAREHOLDER ENGAGEMENT AND BOARD RESPONSIVENESS

Shareholder Engagement and Board

Responsiveness

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. Since 2009, the

Nominating and Governance Committee has overseen a comprehensive shareholder engagement program. Under this

program, 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, governance and

sustainability matters. Management reports on the conversations with those investors to the Nominating and

Governance Committee and, as appropriate, to the Compensation Committee.

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:




PRIOR YEARS		MOST RECENT FIVE YEARS

•Significantly enhanced disclosure regarding pay practices, board tenure and political contributions and lobbying activities	•Amended the Company’s Nominating and Governance Committee charter to reference its oversight responsibilities, including with respect to political contributions, lobbying and charitable giving	•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	•Provided additional disclosure regarding the composition of the Company’s investment portfolio, including a quantification of greenhouse gas emissions for a portion of the portfolio where data is available	•Implemented a relative total shareholder return modifier to the Company’s performance share awards
		•Adopted a new policy related to the underwriting of, and investment in, coal/oil sands
•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					•Implemented a cap on the maximum cash bonus opportunity applicable to all the Company’s named executive officers
	•Began publishing comprehensive sustainability reports on an annual basis, including reports that generally align with SASB standards and TCFD recommendations	•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	•Fully implemented a shareholder proposal relating to lobbying by providing trade association disclosure

				•Provided enhanced disclosure with respect to the composition of the Company’s business mix as it relates to the energy industry
•Clarified the authority of the Board’s independent Lead Director in the Company’s Governance Guidelines
			•Amended the Company’s executive stock ownership policy
	•Modified the Company’s workforce diversity disclosure by disclosing its consolidated EEO-1 report		•Amended the Company’s executive stock ownership policy
				•Significantly enhanced disclosure regarding the Company’s robust governance and controls relating to underwriting and pricing


6	The Travelers Companies, Inc. \| 2026 Proxy Statement

SHAREHOLDER ENGAGEMENT AND BOARD RESPONSIVENESS

The Company has continued to take an integrated approach to its shareholder engagement efforts, including with

respect to its financial results, corporate strategy, compensation practices, governance and sustainability matters. We

also seek additional opportunities to connect directly with our investors to discuss current and emerging trends and to

hear investor feedback.



With whom we engage	Each year, we seek to meet with our largest shareholders, reaching out to our top 50 shareholders, who typically represent more than 50% of the Company’s outstanding shares. In 2025 and through the date of the filing of this proxy statement, we: •engaged with shareholders representing approximately 48% of the Company’s outstanding shares; and •met with shareholders representing more than 36% of the Company’s outstanding shares, including eight of our top 10 shareholders, with the other two indicating there was no need to meet, and 11 of our top 20 shareholders, with five indicating there was no need to meet.

Our representatives	Members of the Company’s senior management and Board of Directors are made available to participate in our extensive engagements. In the past several years, participants from the Company’s Board of Directors and senior management included, as appropriate, our:
Our representatives	•CEO and Chairman of the Board •Chairman of the Compensation Committee •Chairman of the Nominating and Governance Committee •Chief Compliance Officer •Chief Sustainability Officer	•Chief Underwriting Officer •Corporate Secretary •Independent Lead Director •Senior Vice President, Investor Relations •Vice Chairman and Chief Legal Officer

Topics discussed	Topics discussed have included, among others:
	•board composition and refreshment; •our comprehensive climate strategy and the board’s oversight of that strategy; •our deliberate risk/reward approach to underwriting; •our investment philosophy that focuses on stable and appropriate risk-adjusted returns;	•our executive compensation program; •the robust governance, processes and controls we have in place with respect to underwriting and pricing and the use of artificial intelligence; •our long-term approach to human capital management; and •our unique corporate culture.


2026 Proxy Statement \| The Travelers Companies, Inc.	7

CORPORATE GOVERNANCE



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

There are currently 10 members of the Board. On February 4, 2026, the Board, upon recommendation of its Nominating

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

Annual Meeting. Current directors Rafael Santana and Laurie Thomsen each notified the Board that they will not stand

for re-election to the Board at the Annual Meeting. The decisions of Mr. Santana and of Ms. Thomsen were not due to

any disagreement with the Company’s management or the Board. Mr. Santana and Ms. Thomsen will each serve out

the remainder of their terms, which will end at the Annual Meeting. The Company is grateful to Mr. Santana and Ms.

Thomsen for their years of service on the Board.

The directors elected at the Annual Meeting will hold office until the 2027 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 eight nominees named below. The proxies cannot be voted for more than eight 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 55, 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. 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 (Chair), Executive, Risk


		Thomas B. Leonardi INDEPENDENT
		Thomas B. Leonardi INDEPENDENT


		BACKGROUND Mr. Leonardi, age 72, served as Executive Vice President of American International Group, Inc., a global insurance and finance company, 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 is a director of Athene Co-Invest Reinsurance Affiliate, Ltd. 1A and Athene Co-Invest Reinsurance Affiliate, Ltd. 2A. 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, Executive, Investment and Capital Markets, Nominating and Governance (Chair)


8	The Travelers Companies, Inc. \| 2026 Proxy Statement

CORPORATE GOVERNANCE


		Clarence Otis Jr. INDEPENDENT
		Clarence Otis Jr. INDEPENDENT


		BACKGROUND Mr. Otis, age 69, 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 57, 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 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


		Todd C. Schermerhorn INDEPENDENT
		Todd C. Schermerhorn INDEPENDENT


		BACKGROUND Mr. Schermerhorn, age 65, 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)


2026 Proxy Statement \| The Travelers Companies, Inc.	9

CORPORATE GOVERNANCE


		Alan D. Schnitzer
		Alan D. Schnitzer


		BACKGROUND Mr. Schnitzer, age 60, 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 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 the Business Roundtable. 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)


		Bridget van Kralingen INDEPENDENT
		Bridget van Kralingen INDEPENDENT


		BACKGROUND Ms. van Kralingen, age 62, is a Senior Partner at Motive Partners, a private investment firm focused on technology-enabled financial and business services companies, where she leads the firm’s data, analytics, and AI thesis, chairs portfolio performance and value creation, and is a member of the executive and investment committees. 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 and General Manager, Global Business Services in Europe, Middle East and Africa. 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 Discovery Limited, Schrodinger, Inc. and Teradyne, Inc. and a board member of the New York Historical Society and IEX Group, Inc. Ms. van Kralingen was a director of Royal Bank of Canada until April 2024. 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.
Director Since: 2022 Committees: Audit, Risk


		David S. Williams INDEPENDENT
		David S. Williams INDEPENDENT


		BACKGROUND Mr. Williams, age 63, served as a Principal and Lead Relationship Partner with Deloitte LLP before retiring in 2024. Mr. Williams joined Deloitte in 2002 and previously 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 is a board member of The Pew Charitable Trusts. 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.
Director Since: 2024 Committees: Audit, Risk


10	The Travelers Companies, Inc. \| 2026 Proxy Statement

CORPORATE GOVERNANCE

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.
Range of skills and experience	The composition of the Board encompasses a broad range of skills, expertise, experience and backgrounds.
Board tenure	The Board’s balanced approach to refreshment results in an appropriate mix of long-serving and newer 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.


2026 Proxy Statement \| The Travelers Companies, Inc.	11

CORPORATE GOVERNANCE

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. As a result of this combined role, 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. In accordance with our Governance Guidelines, the Lead Director is responsible for coordinating the efforts of the independent 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”. Among other things, 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 among the independent directors, committee chairs and the CEO and other members of 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. Additionally, our Lead Director communicates directly with shareholders as part of our comprehensive shareholder outreach program.

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.


12	The Travelers Companies, Inc. \| 2026 Proxy Statement

CORPORATE GOVERNANCE

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 2025. •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 2025. •Directors are encouraged and expected, but not required, to attend each annual meeting of shareholders. All of the 2025 director nominees attended last year’s annual meeting of shareholders.

Audit Committee



MEMBERS ALL INDEPENDENT	Russell G. Golden (Chair) Todd C. Schermerhorn	Laurie J. Thomsen Bridget van Kralingen	David S. Williams	Meetings in 2025: 9

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 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. 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.

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.


2026 Proxy Statement \| The Travelers Companies, Inc.	13

CORPORATE GOVERNANCE

Compensation Committee



MEMBERS ALL INDEPENDENT	Thomas B. Leonardi Clarence Otis Jr. (Chair)	Elizabeth E. Robinson Rafael Santana	Meetings in 2025: 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


14	The Travelers Companies, Inc. \| 2026 Proxy Statement

CORPORATE GOVERNANCE

Compensation Committee, and all work performed

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 2025,

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 2025

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 2025.

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	Russell G. Golden Thomas B. Leonardi	Clarence Otis Jr. Elizabeth E. Robinson	Todd C. Schermerhorn Alan D. Schnitzer (Chair)	Meetings in 2025: 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	Thomas B. Leonardi Clarence Otis Jr.	Elizabeth E. Robinson (Chair) Rafael Santana	Meetings in 2025: 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).


2026 Proxy Statement \| The Travelers Companies, Inc.	15

CORPORATE GOVERNANCE

Nominating and Governance Committee



MEMBERS ALL INDEPENDENT	Thomas B. Leonardi (Chair) Clarence Otis Jr.	Elizabeth E. Robinson Rafael Santana	Meetings in 2025: 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	Russell G. Golden Todd C. Schermerhorn (Chair)	Laurie J. Thomsen Bridget van Kralingen	David S. Williams	Meetings in 2025: 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.


16	The Travelers Companies, Inc. \| 2026 Proxy Statement

CORPORATE GOVERNANCE

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. The Board is committed to ongoing director

refreshment and, in the last five years, has added five

new independent directors to the Board. As part of the

Board’s refreshment process, the Board regularly reviews

succession of board leadership positions. The Board’s

commitment to board refreshment helps ensure the

Board has a balanced mix of skills, experience,

perspectives, and tenure on the Board.

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.


2026 Proxy Statement \| The Travelers Companies, Inc.	17

CORPORATE GOVERNANCE

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.

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 2027

annual meeting of shareholders must be received by the

Company no earlier than November 8, 2026, and no later

than December 8, 2026.


18	The Travelers Companies, Inc. \| 2026 Proxy Statement

CORPORATE GOVERNANCE

Specific Considerations Regarding the 2026 Nominees

In considering the eight 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 newer 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:

INDEPENDENCE

7 of 8

AGE

~63 years average

TENURE

~6 years average

DIVERSITY

50% diverse


2026 Proxy Statement \| The Travelers Companies, Inc.	19

CORPORATE GOVERNANCE

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 tests 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, 88% 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.


20	The Travelers Companies, Inc. \| 2026 Proxy Statement

CORPORATE GOVERNANCE

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

sustainability 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) and the recommendations of the Task Force

on Climate-related Financial Disclosures (“TCFD”). 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 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. 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:


2026 Proxy Statement \| The Travelers Companies, Inc.	21

CORPORATE GOVERNANCE


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.


22	The Travelers Companies, Inc. \| 2026 Proxy Statement

CORPORATE GOVERNANCE

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

threshold 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 usually 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.

Securities Trading Policy

The Company has adopted a securities trading policy

governing transactions in its securities by its directors,

officers and employees, as well as by the Company itself.

The Company believes this policy is reasonably designed

to promote compliance with insider trading laws, rules

and regulations and exchange listing standards

applicable to the Company. The policy prohibits our

directors, officers, employees, and other restricted

persons from trading in Company securities while aware

of material non-public information relating to the

Company or its securities. Additionally, certain individuals

are prohibited from trading our securities during various

times throughout the year, and certain individuals must

receive preclearance from our Legal Department prior to

trading Company securities. A copy of the Company’s

securities trading policy was included as Exhibit 19.1 to

our Annual Report on Form 10-K for the fiscal year ended

December 31, 2025.


2026 Proxy Statement \| The Travelers Companies, Inc.	23

CORPORATE GOVERNANCE

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.

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 are determined to 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


24	The Travelers Companies, Inc. \| 2026 Proxy Statement

CORPORATE GOVERNANCE

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

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.

Employment Relationships

The following transaction in 2025 was approved by the

Nominating and Governance Committee:

•Mr. Daniel Frey is Executive Vice President and Chief

Financial Officer of the Company. His stepson, Mr.

Tyler Branscombe, commenced employment with the

Company in 2025, and his total compensation

including salary and benefits is expected to exceed

$120,000 in 2026. His compensation is commensurate

with that of his peers.

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 2025, in connection with those reinsurance

placements, we estimate that GJS received commissions

from reinsurers of approximately $1.59 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 2025, the following transactions occurred with

investors who reported beneficial ownership of 5% or

more of the Company’s voting securities:

•In 2025, BlackRock, Inc. (“BlackRock”) paid premiums

of approximately $1.94 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 2025. The investment management


2026 Proxy Statement \| The Travelers Companies, Inc.	25

CORPORATE GOVERNANCE

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

Also, in 2025, the Company paid approximately

$325,800 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 2025, FMR LLC (“Fidelity”) paid premiums of

approximately $1.40 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 $38,300 in 2025. 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 $605,600 in 2025 for

recordkeeping of the 401(k) Savings Plan trust.

Participants in the 401(k) Savings Plan paid

management fees in 2025 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

$31,200 in fees for such services in 2025. Finally, the

Company paid approximately $3,800 in fees to

affiliates of Fidelity in 2025 for administrative services

under the Benefit Equalization Plan, Deferred

Compensation Plan and Executive Savings Plan, each

as defined below under “Post-Employment

Compensation”, and the Deferred Compensation Plan

for Non-Employee Directors, pursuant to agreements

that date back to December 1997.

•In 2025, an affiliate of State Street Corporation (“State

Street”) paid premiums of approximately $153,100 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

2025. The investment management agreement was

entered into on an arm’s-length basis.

•In 2025, The Vanguard Group (“Vanguard”) paid

premiums of approximately $1.83 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 2025, the

Company paid approximately $436,000 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.


26	The Travelers Companies, Inc. \| 2026 Proxy Statement

CORPORATE GOVERNANCE

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 $150,000.	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 $75,000 annual cash retainer.

EQUITY
	Annual Deferred Stock Award	Under the Director Compensation Program, during 2025, each non-employee director nominated for re-election to the Board was awarded $195,000 in deferred stock units. The deferred stock units were granted under our 2023 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 2025, the Director Compensation Program was amended to increase the value of the annual deferred stock award to non-employee directors to $210,000 beginning with the 2026 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.


2026 Proxy Statement \| The Travelers Companies, Inc.	27

CORPORATE GOVERNANCE

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.


28	The Travelers Companies, Inc. \| 2026 Proxy Statement

CORPORATE GOVERNANCE

Director Compensation for 2025

The 2025 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 ($)	Total ($)
Russell G. Golden	165,495	195,004	—	360,499
William J. Kane(3)	66,319	—	—	66,319
Thomas B. Leonardi	169,148	195,004	—	364,152
Clarence Otis Jr.	174,148	195,004	—	369,152
Elizabeth E. Robinson	169,148	195,004	—	364,152
Rafael Santana	144,148	195,004	—	339,152
Todd C. Schermerhorn	244,396	195,004	—	439,400
Laurie J. Thomsen	144,148	195,004	—	339,152
Bridget van Kralingen	144,148	195,004	—	339,152
David S. Williams	144,148	195,004	—	339,152

(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. In May 2025, the annual retainer increased to $150,000 and the lead director annual retainer increased to

$75,000. 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 2025 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 — 614 common stock units and Mr. Golden — 599 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 2025, 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 4, 2025, each non-employee director nominated for re-election to the Board at that time was granted 799 deferred stock units

(determined by dividing $195,000 by the closing market price on the NYSE of our common stock of $244.06 on February 4, 2025). Each

award is subject to forfeiture if a director leaves the Board before May 19, 2026 (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, 2025. 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 (#)
Russell G. Golden	811	3,719
Thomas B. Leonardi	811	4,293
Clarence Otis Jr.	811	15,685
Elizabeth E. Robinson	811	10,645
Rafael Santana	811	3,081
Todd C. Schermerhorn	811	12,725
Laurie J. Thomsen	811	60,395
Bridget van Kralingen	811	3,081
David S. Williams	811	937

(3)Mr. Kane retired from the Company’s Board of Directors effective May 21, 2025, the date of our 2025 annual meeting of shareholders, and

the fees earned in 2025 consist of the pro-rated portion of the annual retainer and committee chair fees, as applicable, for the period

through such date.


2026 Proxy Statement \| The Travelers Companies, Inc.	29

AUDIT COMMITTEE MATTERS



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 2026.

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 2026.

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 2025 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 2025 and 2024:


	2025	2024
Audit fees(1)	$12,166,900	$11,247,000
Audit-related fees(2)	2,944,900	863,000
Tax fees(3)	142,900	201,200
Total	$15,254,700	$12,311,200

(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 in 2024 primarily consisted of audits of employee benefit

plans and reports on internal controls not required by applicable

regulations. In addition to those services, in 2025, the services

included carve-out financial statement audits associated with the

sale of the Company’s Canadian personal insurance business

and the majority of its Canadian commercial insurance business

to Definity Financial Corporation, which closed on January 2,

2026.

(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


30	The Travelers Companies, Inc. \| 2026 Proxy Statement

AUDIT COMMITTEE MATTERS

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

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, 2025, filed with the

SEC.

Submitted by the Audit Committee of the Company’s

Board of Directors:


Russell G. Golden (Chair)	Bridget van Kralingen
Todd C. Schermerhorn	David S. Williams
Laurie J. Thomsen


2026 Proxy Statement \| The Travelers Companies, Inc.	31

EXECUTIVE COMPENSATION



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 2027 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 “2025 Overview”. In making

compensation decisions for the 2025 performance year,

the Compensation Committee considered the Company’s

strong results in 2025 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”.


32	The Travelers Companies, Inc. \| 2026 Proxy Statement

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

2025 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 2026 with respect to the

2025 performance year.

Another Year of Very Strong Financial Performance

With respect to this year’s performance, the Compensation Committee considered the Company’s outstanding results

and strategic accomplishments. Significantly, these results were driven by the fundamental, underlying strength of our

business and strong execution, rather than any unusually favorable conditions or isolated factors, including favorable

weather. Specifically, record underlying underwriting income along with net favorable prior year reserve development

and strong net investment income, more than offset a record level of catastrophe losses, driven by the California

wildfires.


Underwriting	We generated record underwriting income* of $4.3 billion pre-tax. Underlying underwriting income* (which is our underwriting income excluding the impact of catastrophes and net prior year reserve development) increased by more than 23% from a record level in the prior year to an even stronger $5.5 billion after-tax, driven by record net earned premiums and exceptional profitability. 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. This year’s level of underlying underwriting income positions us to deliver strong core income and returns even in the face of elevated losses from catastrophes, as we and the industry experienced in 2025.
Operating Leverage	Our very strong 2025 consolidated expense ratio of 28.5% is down 300 basis points, or nearly 10%, since we began our deliberate and successful strategy about a decade ago to improve productivity and efficiency. We focus on operating leverage as a strategic priority not necessarily to benefit the bottom line, but because it gives us the flexibility to let the benefit fall to the bottom line, invest further in our strategic priorities and/or be more competitive on pricing without compromising our return objectives. Case in point, since 2017, we have more than doubled our investment in strategic technology initiatives while lowering our expense ratio. Over that same period, we increased our routine but necessary (i.e., non-strategic) technology spending at a significantly slower rate, meaningfully improving the overall strategic mix of our technology spend.
Execution of Our Marketplace Strategy	Net written premiums increased to a record $44.4 billion. Over the past decade, we have grown net written premiums by nearly 80%, or a compound annual growth rate of 6.6%, from $25.0 billion to $44.4 billion. This meaningful growth has been part of a deliberate strategy to profitably improve our growth trajectory. We seek to achieve profitable growth by investing in franchise value — making sure that we offer the products, services and experiences that our customers want to buy, and our distribution partners want to sell.
Investment Performance	Our disciplined strategy and well-constructed portfolio positioned us to deliver robust pre-tax net investment income of $4.0 billion, an increase of 10% from last year. Notably, for the first time, total invested assets surpassed $100 billion during 2025.
Total Shareholder Return (TSR)	Our total return to shareholders for the one-, three- and five-year periods ended December 31, 2025 was approximately 22%, 64% and 129%, respectively, as compared to 18%, 86% and 96% for the S&P 500. These returns placed the Company at the 70th, 50th, and 52nd percentile of our Compensation Comparison Group for the one-, three- and five-year periods ended December 31, 2025, respectively.

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


2026 Proxy Statement \| The Travelers Companies, Inc.	33

EXECUTIVE COMPENSATION

2025 Performance-Based Compensation

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

discussed above under “2025 Overview” and below under “—Factors Considered in Awarding 2025 Bonuses” and the

successful execution over many years of the Company’s long-term strategic plan as discussed under “—Successful

Execution of Our Long-Term Strategy”. In particular, the Compensation Committee considered the Company’s

exceptional 2025 performance, including record net written premiums, underwriting income, net and core income, return

on equity and cash flow from operations, with each of our three business segments contributing to these exceptional

2025 results. Significantly, these results were driven by the fundamental, underlying strength of our business and strong

execution, rather than any unusually favorable conditions or isolated factors, including favorable weather. Specifically,

record underlying underwriting income along with net favorable prior year reserve development and strong net

investment income, more than offset a record level of catastrophe losses, driven by the California wildfires. The

Compensation Committee also considered the substantial contributions made by the named executive officers in

achieving our strong financial and operating results and that the 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.

In connection with Mr. Schnitzer’s compensation for the 2025 performance year, the Compensation Committee also

considered Mr. Schnitzer’s effective leadership this past year and over the past ten years, and the successful

development and execution over the past ten years of the Company’s strategic plan for continued success in light of the

forces of change impacting the industry. Over the past ten years, the Company has:

•grown its premium base by nearly 80%, from about $25 billion to more than $44 billion;

•increased its underlying underwriting income by more than 300%, from $1.3 billion to $5.5 billion;

•more than doubled its operating cash flow, from $4.5 billion to more than $10.6 billion;

•increased the size of its investment portfolio by more than 50%, from approximately $70 billion to more than $106

billion; and

•delivered return on equity that has been, on average, more than 1,000 basis points over the 10-year treasury, and,

at industry-low volatility.

Based in part on these factors, the Compensation Committee made the compensation decisions described below.


	Element	Chief Executive Officer	Other Named Executive Officers

PERFORMANCE- BASED CASH	Annual Bonus	•Mr. Schnitzer’s annual cash bonus increased from $7 million to $9 million year-over-year.	•The annual cash bonus for Messrs. Frey and Kess increased by an average of 22% compared to the prior year. •The annual cash bonus for Messrs. Klein and Toczydlowski increased by an average of 24% compared to the prior year.
PERFORMANCE- BASED CASH
PERFORMANCE- BASED EQUITY
PERFORMANCE- BASED EQUITY	Long- Term Incentives	•Mr. Schnitzer was granted an annual equity award of $18.05 million, an increase from $15.25 million last year.	•Consistent with the prior year, Messrs. Frey and Kess were granted an annual equity award set at 3 times base salary. •Consistent with the prior year, Messrs. Toczydlowski and Klein were granted an annual equity award set at 4 times base salary.


34	The Travelers Companies, Inc. \| 2026 Proxy Statement

EXECUTIVE COMPENSATION

Consistently Strong Performance Over Time

Our outstanding results in 2025 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 38.

Continued Profitability and Quality Underlying Underwriting Results

•Our business starts with risk selection,

underwriting and pricing segmentation.

•Our 2025 underlying underwriting income (or

“underwriting income” excluding the impact of

catastrophes and net prior year reserve

development) increased year-over-year to a

record $5.5 billion after-tax, up 23% from last

year’s then record. To put these results in

context, our underlying underwriting income

increased more than 300% over the past decade.

This level of underlying underwriting income

positions us to deliver strong core income and

returns even in the face of elevated losses from

catastrophes, as we and the industry experienced

in 2025.

•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.

Measuring Results Over Time

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 reinforce this long-term perspective, as it has historically.


2026 Proxy Statement \| The Travelers Companies, Inc.	35

EXECUTIVE COMPENSATION

Successful Execution of Our Long-Term Strategy

Recognizing that any strategy to deliver leading return on equity over time requires a strategy to grow over time, shortly

after Mr. Schnitzer was appointed Chief Executive Officer in 2015, he and the leadership team laid out a strategy to

achieve profitable growth in the context of the forces of change they identified as impacting the industry — namely,

changing consumer expectations, emerging technology trends, more sophisticated data and analytics and evolving

distribution models. Core to this strategy was executing on an ambitious innovation agenda to leverage those forces of

change. As those forces of change have evolved since then, we have methodically, iteratively and deliberately evolved

this strategy. Our successful execution of this strategy through various economic and market conditions has created a

virtuous cycle, one in which the combination of well-conceived and executed strategic initiatives, an effective capital

management strategy and a thoughtful investment strategy, contribute to attractive returns and growth in adjusted book

value per share.

The charts below illustrate this strategy at work and its compounding, multi-year benefit.



SIGNIFICANT NET WRITTEN PREMIUM GROWTH	IMPROVED UNDERLYING PROFITABILITY(1)(2)



IMPROVED EXPENSE RATIO	HIGHER UNDERLYING UNDERWRITING INCOME (AFTER-TAX)(2)



HIGHER CASH FLOW FROM OPERATIONS	HIGHER INVESTED ASSETS(3)

$44.4B

AVG = 90.3%

91.6%

6.6% CAGR

83.9%

$25.0B

$5.5B

31.5%

+323%

Improved 3.0 pts

28.5%

$1.3B

$106.4B

$10.6B

+136%

+53%

$4.5B

$69.4B

(1)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.

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

(3)Invested assets excludes net unrealized investment gains (losses). Invested assets includes $3.3 billion of invested assets classified as held for sale as of

December 31, 2025.


36	The Travelers Companies, Inc. \| 2026 Proxy Statement

EXECUTIVE COMPENSATION

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 2025 return on equity of 21.0% substantially

exceeded the average return on equity for the

domestic property and casualty industry in 2025 of

approximately 11.7%, as estimated by Conning,

Inc., a global investment management firm. For

2025, our return on equity comfortably covered our

cost of equity and exceeded the average 10-year

treasury by approximately 1,700 basis points.

•Our average return on equity over the past decade

of 13.1% exceeded the average return on equity for

the domestic property and casualty industry of 8.0%

and the average return on equity for the property

and casualty companies in our Compensation

Comparison Group of 12.7%. 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 1,000 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.

(1)

Casualty Forecast & Analysis by Line of Insurance, 2025 Q4 edition. Used

LLC. Used with permission.


2026 Proxy Statement \| The Travelers Companies, Inc.	37

EXECUTIVE COMPENSATION

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 2025, our book value per share and adjusted book value per share increased by 23% and 14%, respectively, 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 past decade, the compound annual growth rate of our book value per share was approximately 7% and the compound annual growth rate of our adjusted book value per share was 8%.

8% CAGR

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

in shareholders' equity.



•During 2025, we returned $4.2 billion in capital to shareholders through share repurchases of $3.2 billion and dividends of $1.0 billion. •Over the past decade, we have returned approximately $26 billion of excess capital to our shareholders, including through more than $17 billion of share repurchases. Just by virtue of our share repurchase program, for a shareholder who purchased Travelers stock a decade ago their percentage ownership has increased by approximately 36%. •Over the past decade, we have increased our dividend each year and increased dividends per share at an average annual rate of more than 6%.

6% CAGR


38	The Travelers Companies, Inc. \| 2026 Proxy Statement

EXECUTIVE COMPENSATION

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 2025 performance year, the Compensation Committee

considered that our total return to shareholders, including share appreciation and dividends, was approximately 22%,

64% and 129% for the one, three and five years ended December 31, 2025, respectively, as compared to 15%, 64%

and 123% for the Compensation Comparison Group, respectively. These returns placed the Company at the 70th, 50th,

and 52nd percentile of our Compensation Comparison Group for the one-, three- and five-year periods ended

December 31, 2025, respectively.

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 Dow 30, the S&P 500 and the S&P 500 Financials.

For the period beginning January 1, 2008 (prior to the 2008 financial crisis) and ending December 31, 2025, our total

shareholder return of 726% exceeded that of our Compensation Comparison Group, the Dow 30, 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.

As we discussed above, under “Measuring Results Over Time”, 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. Consequently, in assessing total shareholder return, the Compensation

Committee generally gives greater weight to performance over a longer period of time.


2026 Proxy Statement \| The Travelers Companies, Inc.	39

EXECUTIVE COMPENSATION

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.



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.


40	The Travelers Companies, Inc. \| 2026 Proxy Statement

EXECUTIVE COMPENSATION

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

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

direct compensation (consisting of paid salary, cash bonus and the grant date value 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. The Compensation Committee

takes into account the level of catastrophe losses — both over the longer-term and short-term — when determining the

overall size of annual cash bonuses and long-term equity awards but believes that compensation levels should reflect

but not be as volatile from year-to-year as changes in financial results due to catastrophe losses. This approach

ensures that executives are appropriately accountable for managing the Company’s catastrophe losses, but are not

unduly rewarded, or disadvantaged, based on the level of catastrophe losses in a given year.

CEO TOTAL DIRECT COMPENSATION AND CORE ROE


CEO Comp ($M)	$15.20	$13.90	$15.20	$17.75	$19.00	$20.70	$22.35	$21.45	$23.70	$28.50
Core ROE	13.3%	9.0%	10.7%	10.9%	11.3%	13.7%	11.3%	11.5%	17.2%	19.4%
ROE	12.5%	8.7%	11.0%	10.5%	10.0%	12.7%	12.2%	13.6%	19.2%	21.0%

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 2023-2025 (Supplemental Table)” and “—

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


2026 Proxy Statement \| The Travelers Companies, Inc.	41

EXECUTIVE COMPENSATION

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.


42	The Travelers Companies, Inc. \| 2026 Proxy Statement

EXECUTIVE COMPENSATION


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 2026 and in prior year were stock options and performance shares. Stock options provide value only if our stock appreciates, and performance shares vest only if a specified performance 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 DON’T Do


Provide for a cap on the maximum cash bonus opportunity for all of our named executive officers 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 13.


2026 Proxy Statement \| The Travelers Companies, Inc.	43

EXECUTIVE COMPENSATION

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:

2025 Compensation Mix(1)

CEO


5% Base Salary	32% Annual Cash Bonus	38% Performance Shares	25% Stock Options





Performance-Based Pay 95%

OTHER NEO AVERAGE


11% Base Salary	49% Annual Cash Bonus	24% Performance Shares	16% Stock Options





Performance-Based Pay 89%

(1)Pay mix of total direct compensation for the 2025 performance year as reported in the Supplemental Table on page 62.


44	The Travelers Companies, Inc. \| 2026 Proxy Statement

EXECUTIVE COMPENSATION

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.

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

TRAVELERS CEO


5% Base Salary	32% Annual Cash Bonus	38% Performance Shares	25% Stock Options





Performance-Based Pay 95%

PEER CEO AVERAGE


6% Base Salary	11% Restricted Stock	27% Bonus	46% Performance Shares/units	10% Stock Options





Performance-Based Pay 83%

(1)Pay mix of total direct compensation for the 2025 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 2024

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 2025 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.


2026 Proxy Statement \| The Travelers Companies, Inc.	45

EXECUTIVE COMPENSATION

Base Salaries

At its February 2026 meeting, the Compensation

Committee increased Mr. Schnitzer’s base salary by

$50,000, his first increase in 36 months. After the

February 2026 meeting, the base salary for Mr. Schnitzer

approximates 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.

No changes were made to the base salaries of the other

named executive officers at the Compensation

Committee’s February 2026 meeting.

At its February 2025 meeting, the Compensation

Committee increased the base salaries for each of the

other named executive officers by $50,000. The current

base salaries for the named executive officers are on

average at approximately 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.


46	The Travelers Companies, Inc. \| 2026 Proxy Statement

EXECUTIVE COMPENSATION



	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 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 which reflects the Company’s top- and bottom-line performance for the periods presented, and balance sheet, which reflects the Company’s financial position at a point in time and includes the Company’s cumulative performance over time and the execution of its business and capital management strategies. 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 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. 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.


		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.


2026 Proxy Statement \| The Travelers Companies, Inc.	47

EXECUTIVE COMPENSATION

Factors Considered in Awarding 2025 Bonuses

In determining the actual annual bonuses awarded, the

Compensation Committee considered a number of

factors, including:

We delivered outstanding results, including record core

income, underlying underwriting income, net income

per diluted share, cash flow from operations, net written

premiums and core return on equity. For the full year,

core income increased 26% to $6.3 billion and

underlying underwriting income increased more than

23% from last year’s then record level to $5.5 billion;

We generated record net written premiums of $44.4

billion through the successful execution of our

marketplace strategies;

We delivered a very strong consolidated expense ratio

of 28.5%, due to our deliberate strategy to optimize

operating leverage;

Our continued successful execution of our long-term

strategy to “transform” Travelers into the insurance

company of the future through our ambitious innovation

agenda. Our technology investments and effective

workflow enhancements have enabled us to do more

with less. Our improved 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, including industry-leading artificial

intelligence capabilities, 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 “—

Successful Execution of our Long-Term Strategy”;

The consolidated, business segment and/or investment

results relative to the various financial measures set

forth in our 2025 business plan that was established

and approved by the Board at the end of 2024;

Our success in leveraging thought leadership to

advance the Company’s broader strategic priorities and

long-term goals, including through our engagement

within our industry and communities;

Our successful execution of our comprehensive human

capital management strategies;

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 connection with Mr. Schnitzer’s compensation for the

2025 performance year, the Compensation Committee

also considered Mr. Schnitzer’s effective leadership this

past year and over the past ten years, and the successful

development and execution over the past ten years of the

Company’s strategic plan for continued success in light of

the forces of change impacting the industry. Over the past

ten years, the Company has:

grown its premium base by nearly 80%, from about $25

billion to more than $44 billion;

increased its underlying underwriting income by more

than 300%, from $1.3 billion to $5.5 billion;

more than doubled its operating cash flow, from $4.5

billion to more than $10.6 billion;

increased the size of its investment portfolio by more

than 50%, from approximately $70 billion to more than

$106 billion; and

delivered return on equity that has been, on average,

more than 1,000 basis points over the 10-year treasury,

and at industry-low volatility.

The Compensation Committee also considered Mr.

Schnitzer’s continued leadership role in the property and

casualty insurance industry and the broader corporate

community, including his service as the Chair of the

Corporate Governance Committee of the Business

Roundtable (BRT).

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 of, 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 46, the Compensation Committee believes that a


48	The Travelers Companies, Inc. \| 2026 Proxy Statement

EXECUTIVE COMPENSATION

formulaic approach to compensation is not appropriate in

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 creating 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 and a maximum cash bonus opportunity for

the other named executive officers of five times their base

salaries.

2025 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 2025 financial plan approved by the Board

in December 2024. 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 2025, 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 2025 financial

plan targeted: (1) a core return on equity of 15.0% and (2)

an adjusted core return on equity of 22.0%.

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.

When setting the target for core return on equity, the

Compensation Committee considers management’s plan

for catastrophes, which reflects recent trends. Further, 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 36. Based on these

factors, when the Board approved our 2025 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.


2026 Proxy Statement \| The Travelers Companies, Inc.	49

EXECUTIVE COMPENSATION



	FACTORS CONSIDERED BY THE COMPENSATION COMMITTEE WHEN ESTABLISHING TARGETS FOR 2025 For the reasons discussed above, the targets for 2025 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 2024, core return on equity and adjusted core return on equity included 190 basis points and 260 basis points of positive prior year reserve development, respectively.

For 2025, 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)

(1)For the reasons discussed above, the 2025 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 2024, core return on equity and adjusted core return on equity included 190 basis points and 260 basis points of

positive prior year reserve development, respectively.

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

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

2025, none of these other financial metrics were

individually material to 2025 compensation decisions. The

relevant targets for these financial metrics were included

in the 2025 financial plan approved by the Board at the

end of 2024.

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, each increased year-over-year

and exceeded the respective goal in the Company’s

financial plan. The following charts show actual 2025

core income, core income per diluted share and adjusted

core income, which excludes A&E and catastrophes,

compared to the 2024 results and the corresponding

metrics contained in the Company’s 2025 financial plan.


50	The Travelers Companies, Inc. \| 2026 Proxy Statement

EXECUTIVE COMPENSATION



	FACTORS CONSIDERED BY THE COMPENSATION COMMITTEE WHEN ESTABLISHING TARGETS FOR 2025 For the reasons discussed above, the targets for 2025 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 2024, core income, core income per diluted share and adjusted core income included $559 million, $2.40 and $812 million of positive prior year reserve development, respectively.


CORE INCOME	CORE INCOME PER DILUTED SHARE	ADJUSTED CORE INCOME(2)
in billions		in billions

(1)

(1)For the reasons discussed above, the 2025 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 2024, core income, core income per diluted share and adjusted core income included $559 million,

$2.40 and $812 million of positive prior year reserve development, respectively.

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

Amount of 2025 Annual Cash Bonuses

At its February 2026 meeting, the Compensation Committee considered the factors described above and the successful

execution over many years of the Company’s long-term strategic plan as discussed above under “—Successful

Execution of Our Long-Term Strategy”. In particular, the Compensation Committee considered the Company’s

exceptional 2025 performance, including record net written premiums, underwriting income, net and core income, return

on equity and cash flow from operations, with each of our three business segments contributing to these exceptional

results. Significantly, these results were driven by the fundamental, underlying strength of the Company’s business and

strong execution, rather than any unusually favorable conditions or isolated factors, including favorable weather.

Specifically, record underlying underwriting income along with net favorable prior year reserve development and strong

net investment income, more than offset a record level of catastrophe losses, driven by the California wildfires. The

Compensation Committee also considered the substantial contributions made by the named executive officers in

achieving these strong financial and operating results and 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.


52	The Travelers Companies, Inc. \| 2026 Proxy Statement

EXECUTIVE COMPENSATION

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 targets. 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. In addition, starting with the grants of performance shares made in 2025, the vesting of performance shares are subject to a relative total shareholder return modifier that can cause actual vesting to be 20 percentage points higher or lower, subject to an overall maximum payout of 200 percent. The value provided by the stock options is determined solely on the appreciation of the stock price subsequent to the grant 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 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; and •an appropriate portion being tied solely to changes in shareholder value.

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 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 2025, refer to “—Grants of Plan-Based Awards in 2025” on page 65.


2026 Proxy Statement \| The Travelers Companies, Inc.	53

EXECUTIVE COMPENSATION

Annual Equity Grants

At its February 2026 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 outstanding 2025 operating and financial results. Significantly, these results were driven by the

fundamental, underlying strength of our business and strong execution, rather than any unusually favorable conditions

or isolated factors, including favorable weather. Specifically, record underlying underwriting income along with net

favorable prior year reserve development and strong net investment income, more than offset a record level of

catastrophe losses, driven by the California wildfires. The Compensation Committee also considered 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. In connection with the

grant to Mr. Schnitzer, the Compensation Committee also considered the Company’s performance over the past ten

years as discussed under “Factors Considered in Awarding 2025 Bonuses”.


	Stock-based long-term incentive award grant date value	Change in grant date value compared to awards granted in 2025
Mr. Schnitzer	$18.05 million	Increased by $2.8 million.
Messrs. Frey and Kess	3 times base salary	Consistent with the prior year.
Messrs. Toczydlowski and Klein	4 times base salary	Consistent with the prior year.

These equity awards approved for the named executive officers at the February 2026 meeting will be reflected in the

“Summary Compensation Table” in our Proxy Statement for our 2027 annual meeting.

At its February 2025 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 excellent 2024 operating and financial results. The Compensation Committee also considered 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 value	Change in grant date value compared to awards granted in 2024
Mr. Schnitzer	$15.25 million	Increased by $1.25 million.
Messrs. Frey and Kess	3 times base salary	Consistent with the prior year.
Messrs. Toczydlowski and Klein	4 times base salary	Consistent with the prior year.

These equity awards approved for the named executive officers at the February 2025 meeting are reflected in 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 2026 and 2025.

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 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.

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 2026 and 2025 are

based upon our attaining various adjusted returns on

equity over three-year performance periods commencing

January 1, 2026 and ending December 31, 2028, and

commencing January 1, 2025 and ending December 31,

2027, 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 year is determined

by dividing “Adjusted Core Income” by “Adjusted


54	The Travelers Companies, Inc. \| 2026 Proxy Statement

EXECUTIVE COMPENSATION

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 2025 and 2026,

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 based on management’s plan for

catastrophe losses, which reflects recent trends, and are

represented by a fixed amount set forth in the terms of

the performance shares ($2.45 billion for 2025). 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.

This adjustment reflects the Compensation Committee’s

belief that, given the inherent volatility in catastrophe

losses, the effective management of catastrophes can

only be evaluated over time, and that executives should

be appropriately accountable for managing the

Company’s catastrophe losses, but should not be unduly

rewarded, or disadvantaged, based on the level of

catastrophe losses in a given year. Accordingly, Adjusted

Core Income, as defined in the performance share

awards granted in 2025 and 2026, takes into account

“expected normalized” catastrophe losses for the three-

year performance period of the performance shares.

Consistent with this approach and to hold the named

executive officers accountable for the management of

actual catastrophe results, when determining the grant

date value of performance shares, the Compensation

Committee considers the Company's actual catastrophe

loss management results over time. For example, in

February 2025, the Compensation Committee considered

the effectiveness of the Company’s catastrophe

management strategy, including the fact that the

Company’s share of industry catastrophe losses was

significantly below its corresponding countrywide property

insurance market share in both 2024 and over the last ten

years. “Adjusted Core Income” for each year is 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 is

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. The annual

reduction is determined by multiplying a fixed factor

(expressed as 0.31 basis points for the performance

shares granted in February 2025 and February 2026) 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.

“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, in its view, will be

reasonably difficult to achieve and 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 considers:

•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;


2026 Proxy Statement \| The Travelers Companies, Inc.	55

EXECUTIVE COMPENSATION

•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; 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.

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.

Performance Period Return on Equity Standards

For performance shares granted in 2026 and 2025, 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 9.95% will yield a vesting of 70%).

PERFORMANCE PERIOD RETURN ON EQUITY STANDARDS


	Vesting Percentage	Performance Period Return on Equity for Performance Shares Granted in 2026 and 2025
Threshold	0%	<8.75%
	50%	8.75%
	75%	10.25%
	100%	11.75%
	120%	12.25%
	140%	13.25%
	160%	13.75%
	180%	15.25%
Maximum	200%	16.75%

In setting the Performance Period Return on Equity levels

for the performance shares granted in February 2025, the

Compensation Committee determined, based in part on

the advice of its independent compensation consultant

and conversations with its shareholders, to:

•raise the Performance Period Return on Equity that is

required for 100% vesting by 75 basis points to

11.75%; and

•raise the levels of Performance Period Return on

Equity required to achieve each of the other vesting

percentages by 75 basis points;

in each case as compared to the levels for the

performance shares granted in 2024.

In setting the Performance Period Return on Equity levels

for the performance shares granted in February 2026, the

Compensation Committee decided not to make any

changes to the respective Performance Period Return on

Equity levels and standards as compared to the levels for

the performance shares granted in 2025.

In making these decisions, the Compensation Committee

considered that at the time of each of the 2026 and 2025

grants, a Performance Period Return on Equity of 11.75%

required for 100% vesting would meaningfully exceed our

cost of equity, the 10-year treasury and the actual

average return on equity for the domestic property and

casualty industry for the immediately preceding ten years.

See the chart on page 36 which shows the historical

returns on equity for the Company and the domestic

property and casualty insurance industry.


56	The Travelers Companies, Inc. \| 2026 Proxy Statement

EXECUTIVE COMPENSATION

Addition of TSR Modifier

For the 2026 and 2025 performance share awards, the

Compensation Committee also determined to incorporate

a modifier to the performance share payout based on

relative total shareholder return. This modifier adjusts

final award payouts higher or lower by a maximum of 20

percentage points based on the Company’s total

shareholder return relative to the total shareholder return

for the companies included in the S&P 500 Financials

Index, in each case over the applicable performance

period and subject to an overall maximum payout of 200

percent. Accordingly, the value ultimately realized by our

named executive officers from these performance share

awards will depend on the achievement of both rigorous

financial objectives as well as performance relative to the

companies included in the S&P 500 Financials Index.

The modifier is applied as follows, using the rTSR

Modifier levels set forth in the table below for both of the

2026 and 2025 performance share awards:


Awards earned based on Performance Period Return on Equity*	‘+/-	rTSR Modifier*	=	Final Payout


Company rTSR Performance - Percentile	rTSR Modifier levels*
Highest	‘+20 percentage points (pp)
90th	‘+16 pp
80th	‘+12 pp
70th	‘ +8 pp
60th	‘ +4 pp
50th	0
40th	‘ -4 pp
30th	‘ -8 pp
20th	‘ -12 pp
10th	‘ -16 pp
Lowest	‘ -20 pp

* Performance falling between any of the identified points in the

applicable chart will result in an interpolated vesting percentage or

adjustment, as the case may be.

Specified Service Period and Other Criteria

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

2023-2025 Period

In February 2026, the Compensation Committee

reviewed and subsequently certified the results for the

performance shares granted to the named executive

officers in 2023.

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, 2023 and ending on

December 31, 2025. The adjusted return on equity for

such performance period was 18.6%, which resulted in

the vesting of the performance shares at 200%.

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”.


2026 Proxy Statement \| The Travelers Companies, Inc.	57

EXECUTIVE COMPENSATION

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

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 2025”

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 2025” 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 2025, 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 $25,257.

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 2025, the aggregate

incremental cost of security for our Chief Executive

Officer was $48,078 as shown in footnote (5) to the

“Summary Compensation Table”. 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


58	The Travelers Companies, Inc. \| 2026 Proxy Statement

EXECUTIVE COMPENSATION

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.

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, 2025, the Company’s net income and revenue were at approximately the 68th percentile and the

45th percentile of the Compensation Comparison Group, respectively, and its market cap was at approximately the 60th

percentile 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 2025 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.


2026 Proxy Statement \| The Travelers Companies, Inc.	59

EXECUTIVE COMPENSATION

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

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 13, 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 2025, 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.


60	The Travelers Companies, Inc. \| 2026 Proxy Statement

EXECUTIVE COMPENSATION

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 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 DON’T 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, 2025, 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 (both time-based and performance-based)

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


2026 Proxy Statement \| The Travelers Companies, Inc.	61

EXECUTIVE COMPENSATION

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 canceled

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.


62	The Travelers Companies, Inc. \| 2026 Proxy Statement

EXECUTIVE COMPENSATION

Total Direct Compensation for 2023-2025 (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 Awards1 ($)	Total ($)	Increase/ (Decrease) from Prior Year (%)
Alan D. Schnitzer Chairman and Chief Executive Officer	2025	1,450,000	9,000,000	18,050,000	28,500,000	20
	2024	1,450,000	7,000,000	15,250,000	23,700,000	10
	2023	1,450,000	6,000,000	14,000,000	21,450,000	(4)
Daniel S. Frey Executive Vice President and Chief Financial Officer	2025	837,739	3,300,000	2,660,000	6,797,739	13
	2024	800,000	2,700,000	2,500,000	6,000,000	8
	2023	800,000	2,280,000	2,500,000	5,580,000	—
Gregory C. Toczydlowski Executive Vice President and President, Business Insurance	2025	887,739	4,150,000	3,600,000	8,637,739	14
	2024	850,000	3,350,000	3,400,000	7,600,000	9
	2023	850,000	2,720,000	3,400,000	6,970,000	(1)
Avrohom J. Kess Vice Chairman and Chief Legal Officer	2025	987,739	4,270,000	3,000,000	8,257,739	13
	2024	950,000	3,500,000	2,850,000	7,300,000	8
	2023	950,000	2,970,000	2,850,000	6,770,000	(2)
Michael F. Klein Executive Vice President and President, Personal Insurance	2025	837,739	3,600,000	3,400,000	7,837,739	14
	2024	800,000	2,900,000	3,200,000	6,900,000	10
	2023	800,000	2,300,000	3,200,000	6,300,000	(3)

(1)For purposes of the Summary Compensation Table, the grant date fair value for option awards is determined in accordance with FASB ASC

718 using the Black-Scholes option pricing model, and the grant date fair value for performance share awards is determined in accordance

with FASB ASC 718, and, beginning with the awards granted in 2025, utilizes a Monte Carlo simulation model since payouts are based in

part on a relative TSR modifier, which is a market condition. As a result, the grant date fair value shown in the Summary Compensation

Table for awards made in February 2026 in respect of the 2025 performance year for Messrs. Schnitzer, Frey, Toczydlowski, Kess and Klein

will be $18,522,882, $2,729,642, $3,694,333, $3,078,625 and $3,489,143, respectively.

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 2025, the “Summary Compensation

Table” includes awards made in February 2025 in respect of the 2024 performance year but does not include awards

made in February 2026 in respect of the 2025 performance year. On the other hand, the “2025” rows in the

Supplemental Table presented above include stock-based grants made in February 2026 in respect of the 2025

performance year and not the stock-based grants made in February 2025 in respect of the 2024 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
Thomas B. Leonardi	Rafael Santana


2026 Proxy Statement \| The Travelers Companies, Inc.	63

EXECUTIVE COMPENSATION

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, 2025. 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	2025	1,450,000	—	9,417,364	6,100,056	9,000,000	858,190	143,146	26,968,756
	2024	1,450,000	—	8,400,049	5,600,024	7,000,000	496,632	112,793	23,059,498
	2023	1,450,000	—	8,550,056	5,699,058	6,000,000	703,164	327,794	22,730,072
Daniel S. Frey Executive Vice President and Chief Financial Officer	2025	837,739	—	1,543,814	1,000,008	3,300,000	305,027	7,500	6,994,088
	2024	800,000	—	1,500,016	1,000,030	2,700,000	205,811	10,169	6,216,026
	2023	800,000	—	1,440,067	959,828	2,280,000	242,635	12,606	5,735,136
Gregory C. Toczydlowski Executive Vice President and President, Business Insurance	2025	887,739	—	2,099,697	1,359,994	4,150,000	490,266	36,012	9,023,708
	2024	850,000	—	2,039,997	1,359,998	3,350,000	234,569	31,854	7,866,418
	2023	850,000	—	2,039,985	1,359,792	2,720,000	375,424	30,970	7,376,171
Avrohom J. Kess Vice Chairman and Chief Legal Officer	2025	987,739	—	1,759,837	1,139,991	4,270,000	307,148	29,569	8,494,284
	2024	950,000	—	1,710,044	1,140,021	3,500,000	178,124	23,986	7,502,175
	2023	950,000	—	1,709,973	1,139,792	2,970,000	238,422	7,500	7,015,687
Michael F. Klein Executive Vice President and President, Personal Insurance	2025	837,739	—	1,976,112	1,280,043	3,600,000	448,607	43,464	8,185,965
	2024	800,000	—	1,920,072	1,280,012	2,900,000	186,430	46,961	7,133,475
	2023	800,000	—	1,919,964	1,279,770	2,300,000	344,839	28,655	6,673,228

(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, 2025 included in the Company’s Annual Report on Form 10-K

filed with the SEC on February 12, 2026 (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	2025	2024	2023
Alan D. Schnitzer	$17,969,436	$16,800,099	$17,100,113
Daniel S. Frey	$2,945,778	$3,000,033	$2,880,134
Gregory C. Toczydlowski	$4,006,469	$4,079,994	$4,079,970
Avrohom J. Kess	$3,357,976	$3,420,089	$3,419,947
Michael F. Klein	$3,770,653	$3,840,144	$3,839,927

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 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 2025, see “Grants of Plan-

Based Awards in 2025” 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, 2025 included in the Company’s Form 10-K, without taking into

account estimated forfeitures. For a discussion of specific stock option awards granted during 2025, see “Grants of Plan-Based Awards in

2025” below and the narrative discussion that follows.

(3)Reflects annual cash incentive compensation paid in 2026 for performance year 2025, cash incentive compensation paid in 2025 for

performance year 2024 and cash incentive compensation paid in 2024 for performance year 2023, respectively. For a discussion of the

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

Annual Cash Bonus”.


64	The Travelers Companies, Inc. \| 2026 Proxy Statement

EXECUTIVE COMPENSATION

(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. 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 2025” below.

(5)For 2025, “All Other Compensation” for Mr. Schnitzer includes $25,257 for personal use of a Company car and driver and other ground

transportation arrangements, calculated as described below, $48,078 of personal security expenses (including cybersecurity protection)

calculated at the actual cost to us incurred on his behalf pursuant to the Company’s executive security program, and $19,247 for tax and

financial planning services calculated at the actual cost to us.

Pursuant to our security policy, in 2025, 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 $28,795 are included in “All Other Compensation” for 2025.

For 2025, “All Other Compensation” for Messrs. Toczydlowski, Kess and Klein includes the cost of tax and financial planning services, for

Mr. Klein also includes costs under our executive physical program, and for Messrs. Toczydlowski, Kess and Klein also includes the cost of

cybersecurity protection.

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


2026 Proxy Statement \| The Travelers Companies, Inc.	65

EXECUTIVE COMPENSATION

Grants of Plan-Based Awards in 2025

The following table provides information on stock awards and stock options granted in 2025 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	2/04/2025		18,746	37,491	74,982			9,417,364
	2/04/2025					88,505	244.06	6,100,056
		n/a
Daniel S. Frey	2/04/2025		3,073	6,146	12,292			1,543,814
	2/04/2025					14,509	244.06	1,000,008
		n/a
Gregory C. Toczydlowski	2/04/2025		4,180	8,359	16,718			2,099,697
	2/04/2025					19,732	244.06	1,359,994
		n/a
Avrohom J. Kess	2/04/2025		3,503	7,006	14,012			1,759,837
	2/04/2025					16,540	244.06	1,139,991
		n/a
Michael F. Klein	2/04/2025		3,934	7,867	15,734			1,976,112
	2/04/2025					18,572	244.06	1,280,043
		n/a

(1)Our annual Senior Executive Performance Plan does not include thresholds, targets or maximums that are determinable at the beginning of

the performance year, other than a maximum annual cash bonus of $10 million with respect to our Chief Executive Officer and a maximum

annual cash bonus equal to five times such person’s base salary with respect to each of our other Named Executive Officers. 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 2025 with respect to performance year 2024. All

performance shares were granted under the Company’s 2023 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 2025, if our return on equity (as defined in the award agreement) over the three-year performance period

meets the minimum threshold of 8.75%, then 50% of the number of performance shares awarded and accumulated dividend equivalents

will vest, with such percentage subject to adjustment, higher or lower, by a maximum of 20 percentage points based on the Company’s total

shareholder return relative to the total shareholder return for the companies included with S&P 500 Financials index over the applicable

performance period (the “TSR Modifier”). If our return on equity over the three-year performance period is 11.75%, then 100% of the

number of shares awarded and accumulated dividend equivalents will vest again subject to the TSR Modifier. If our return on equity over

the three-year performance period equals or exceeds 16.75%, then a maximum of 200% of the number of shares awarded and

accumulated dividend equivalents will vest, again subject to downward adjustment by the TSR Modifier. 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 due to

the reinvestment of dividend equivalents attributable to 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 2025 as part of the annual long-term equity grant with respect to performance year 2024. All stock

options were granted under the Company’s 2023 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, 2025, included in the

Company’s Form 10-K, without taking into account estimated forfeitures. With respect to performance shares, the estimate of the grant date

fair value, which was determined in accordance with the guidance in FASB Topic 718, assumes the vesting of 100% of the performance

shares awarded.


66	The Travelers Companies, Inc. \| 2026 Proxy Statement

EXECUTIVE COMPENSATION

Narrative Supplement to Summary Compensation Table and

Grants of Plan-Based Awards in 2025

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 2025 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 due to the 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 2025

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 2025.


	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	162,927	21,772,049	95,739	27,770,083
Daniel S. Frey	45,286	6,318,727	16,125	4,677,255
Gregory C. Toczydlowski	—	—	22,842	6,625,751
Avrohom J. Kess	93,513	14,314,544	19,147	5,553,893
Michael F. Klein	27,616	3,816,711	21,498	6,235,929

(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, 2025, the last day of the relevant

three-year performance period, including the following shares in respect of dividend equivalents deemed to be reinvested in such performance

shares: Mr. Schnitzer (5,267 shares), Mr. Frey (887 shares), Mr. Toczydlowski (1,256 shares), Mr. Kess (1,053 shares) and Mr. Klein (1,182

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.


2026 Proxy Statement \| The Travelers Companies, Inc.	67

EXECUTIVE COMPENSATION

Outstanding Equity Awards at December 31, 2025

The following table provides information with respect to the option awards and stock awards held by the named

executive officers at December 31, 2025.


	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	2/5/2019	216,246	—	126.18	2/5/2029
	2/4/2020	298,368	—	132.58	2/4/2030
	2/2/2021	197,343	—	139.83	2/2/2031
	2/8/2022	144,507	—	172.50	2/8/2032
	2/7/2023	—	119,292	189.01	2/7/2033
	2/6/2024	—	99,207	213.01	2/6/2034
						2/6/2024	81,605	23,670,426
	2/4/2025	—	88,505	244.06	2/4/2035
						2/4/2025	76,175	22,095,262
Daniel S. Frey	2/2/2021	11,037	—	139.83	2/2/2031
	2/8/2022	25,205	—	172.50	2/8/2032
	2/7/2023	—	20,091	189.01	2/7/2033
	2/6/2024	—	17,716	213.01	2/6/2034
						2/6/2024	14,572	4,226,884
	2/4/2025	—	14,509	244.06	2/4/2035
						2/4/2025	12,488	3,622,136
Gregory C. Toczydlowski	2/6/2018	34,771	—	140.85	2/6/2028
Gregory C. Toczydlowski	2/5/2019	42,048	—	126.18	2/5/2029
	2/4/2020	52,735	—	132.58	2/4/2030
	2/2/2021	38,611	—	139.83	2/2/2031
	2/8/2022	34,503	—	172.50	2/8/2032
	2/7/2023	—	28,463	189.01	2/7/2033
	2/6/2024	—	24,093	213.01	2/6/2034
						2/6/2024	19,818	5,748,489
	2/4/2025	—	19,732	244.06	2/4/2035
						2/4/2025	16,984	4,926,363
Avrohom J. Kess	2/6/2018	47,686	—	140.85	2/6/2028
	2/5/2019	61,270	—	126.18	2/5/2029
	2/4/2020	74,939	—	132.58	2/4/2030
	2/2/2021	46,333	—	139.83	2/2/2031
	2/8/2022	30,246	—	172.50	2/8/2032
	2/7/2023	—	23,858	189.01	2/7/2033
	2/6/2024	—	20,196	213.01	2/6/2034
						2/6/2024	16,613	4,818,720
	2/4/2025	—	16,540	244.06	2/4/2035
						2/4/2025	14,235	4,128,975
Michael F. Klein	2/4/2020	30,000	—	132.58	2/4/2030
	2/2/2021	36,037	—	139.83	2/2/2031
	2/8/2022	32,486	—	172.50	2/8/2032
	2/7/2023	—	26,788	189.01	2/7/2033
	2/6/2024	—	22,676	213.01	2/6/2034
						2/6/2024	18,653	5,410,554
	2/4/2025	—	18,572	244.06	2/4/2035
						2/4/2025	15,984	4,636,404

(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, 2025, as a result of the

dividend equivalents deemed to be reinvested 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 2024 and 2025, the first and second year of the three-year

performance period for the February 6, 2024 awards, were above target and (b) results for 2025, the first year of the three-year


68	The Travelers Companies, Inc. \| 2026 Proxy Statement

EXECUTIVE COMPENSATION

performance period for the February 4, 2025 awards, were also above target. The actual number of shares that will be distributed with

respect to each of the 2024 and 2025 awards are not yet determinable. The awards granted on February 6, 2024 vest in proportion to

actual performance over the three-year performance period ending on December 31, 2026, and the awards granted on February 4, 2025

vest in proportion to actual performance over the three-year performance period ending on December 31, 2027 and are subject to the TSR

Modifier as described in footnote 2 of the Grants of Plan-Based Awards in 2025 table. 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 31, 2025, the last trading day of 2025

($290.06), multiplied by the actual number of performance shares as described in footnote (2) not rounded for fractional shares.

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 2025” 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 2025”

below; and

•A non-qualified deferred compensation plan (the

“Deferred Compensation Plan”), which is discussed

under “—Non-Qualified Deferred Compensation for

2025” 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 2025” 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 2025” below.

Pension Benefits for 2025

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	18	298,742	—
	Pension Restoration Plan	18	5,414,074	—
Daniel S. Frey	Pension Plan	23	269,003	—
	Pension Restoration Plan	23	1,445,249	—
Gregory C. Toczydlowski	Pension Plan	36	549,410	—
	Pension Restoration Plan	36	3,073,997	—
	TPC Benefit Equalization Plan(3)	11	12,727	—
Avrohom J. Kess	Pension Plan	9	114,193	—
	Pension Restoration Plan	9	1,342,263	—
Michael F. Klein	Pension Plan	36	636,905	—
	Pension Restoration Plan	36	2,699,650	—

(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, 2025, using a discount rate of 5.53% for the Pension Plan and 5.12% 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, 2025, 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.


2026 Proxy Statement \| The Travelers Companies, Inc.	69

EXECUTIVE COMPENSATION

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, 2025, the

named executive officers’ qualified pension account

balances were as follows:


Name	Qualified Account Balance at December 31, 2025(1)
Alan D. Schnitzer		$320,887
Daniel S. Frey		$283,116
Gregory C. Toczydlowski		$593,976
Avrohom J. Kess		$127,415
Michael F. Klein		$704,301

(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 2025” 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 10-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 2025 was $350,000).

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 2025” 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, 2025, the named executive officers’

non-qualified pension account balances were as follows:


Name	Non-Qualified Account Balance at December 31, 2025(1)
Alan D. Schnitzer		$5,704,889
Daniel S. Frey		$1,500,343
Gregory C. Toczydlowski		$3,271,186
Avrohom J. Kess		$1,454,297
Michael F. Klein		$2,905,828

(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 2025” table and calculated

as described in footnote (2) to that table.


70	The Travelers Companies, Inc. \| 2026 Proxy Statement

EXECUTIVE COMPENSATION

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, 2025, 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, 2025(1)
Gregory C. Toczydlowski		$13,544

(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 2025” 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 10-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 2025

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 2025(1) ($)	Company Contributions in 2025 ($)	Aggregate Earnings in 2025 ($)	Aggregate Withdrawals/ Distributions in 2025 ($)	Aggregate Balance at 12/31/25(2) ($)
Alan D. Schnitzer	Deferred Compensation Plan	—	—	2,098,998	—	15,236,025
Daniel S. Frey		—	—	—	—	—
Gregory C. Toczydlowski		—	—	—	—	—
Avrohom J. Kess	Deferred Compensation Plan	4,592,657	—	4,918,709	—	33,410,077
Michael F. Klein	Deferred Compensation Plan	—	—	146,040	—	1,430,111
Michael F. Klein	Executive Savings Plan	—	—	1,667	—	14,517

(1)Of Mr. Kess’s contributions, $493,174 was reported as “Salary” in the “Summary Compensation Table” for 2025 and $4,099,483, which was

otherwise payable in 2026 for performance year 2025, was reported as “Non-Equity Incentive Plan Compensation” in the “Summary

Compensation Table” for 2025.

(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	2025	Previous Years		Total
Alan D. Schnitzer	—		$4,000,000		$4,000,000
Avrohom J. Kess	$4,592,657		$18,210,713		$22,803,370


2026 Proxy Statement \| The Travelers Companies, Inc.	71

EXECUTIVE COMPENSATION

Deferred Compensation Plan

The Company’s Deferred Compensation Plan is a non-

qualified plan that, in 2025, 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, 2025, 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, 2025, 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 2025.

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 2025” 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 2025” above for information about

the Deferred Compensation Plan and the Executive

Savings Plan).


72	The Travelers Companies, Inc. \| 2026 Proxy Statement

EXECUTIVE COMPENSATION

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)	27,187,500	—	—	11,287,500	—	—
Acceleration of Equity Awards(2)	23,769,586	34,718,057	—	23,769,586	23,769,586	46,652,430
Value of Continuing Benefits(3)	64,047	—	—	9,089	—	—
Total Termination Benefits	51,021,133	34,718,057	—	35,066,175	23,769,586	46,652,430
Daniel S. Frey
Cash Severance Payment(1)	9,600,000	—	—	2,920,000	—	—
Acceleration of Equity Awards(2)	4,062,627	—	—	4,062,627	4,062,627	7,987,137
Value of Continuing Benefits(3)	11,614	—	—	7,464	—	—
Total Termination Benefits	13,674,241	—	—	6,990,091	4,062,627	7,987,137
Gregory C. Toczydlowski
Cash Severance Payment(1)	11,537,500	—	—	3,667,500	—	—
Acceleration of Equity Awards(2)	5,640,224	—	—	5,640,224	5,640,224	10,977,650
Value of Continuing Benefits(3)	11,614	—	—	7,464	—	—
Total Termination Benefits	17,189,338	—	—	9,315,188	5,640,224	10,977,650
Avrohom J. Kess
Cash Severance Payment(1)	10,953,750	—	—	3,542,500	—	—
Acceleration of Equity Awards(2)	—	4,727,793	—	—	4,727,793	9,201,640
Value of Continuing Benefits(3)	14,710	—	—	10,560	—	—
Total Termination Benefits	10,968,460	4,727,793	—	3,553,060	4,727,793	9,201,640
Michael F. Klein
Cash Severance Payment(1)	10,225,000	—	—	3,325,000	—	—
Acceleration of Equity Awards(2)	5,308,425	—	—	5,308,425	5,308,425	10,331,904
Value of Continuing Benefits(3)	14,710	—	—	10,560	—	—
Total Termination Benefits	15,548,135	—	—	8,643,985	5,308,425	10,331,904

(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 the executive’s 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


2026 Proxy Statement \| The Travelers Companies, Inc.	73

EXECUTIVE COMPENSATION

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 2025 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 2023-2025 performance period are treated as vested as of the last

business day of 2025 and are not included in this table because the vesting of these awards is reflected in the “Option Exercises and

Stock Vested in 2025” table above and the shares are no longer reflected in the “Outstanding Equity Awards at December 31, 2025”

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 2025. On the last

business day of 2025, 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 2025, 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 2025, 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 2025, 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 $290.06 on the last business day of 2025, 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 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.

•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 $290.06 on the last business day of 2025, by the number of performance shares and related

dividend equivalent shares that would be paid out upon death.

(3)Value of Continuing Benefits:

•For Mr. Schnitzer, the estimated value of continuing benefits as of the last business day of 2025 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 2025

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 $505 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


74	The Travelers Companies, Inc. \| 2026 Proxy Statement

EXECUTIVE COMPENSATION

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”.


2026 Proxy Statement \| The Travelers Companies, Inc.	75

2023 STOCK PLAN AMENDMENT



ITEM 4	Amendment to The Travelers Companies, Inc. Amended and Restated 2023 Stock Incentive Plan	Your Board recommends you vote FOR approval of the amendment to the Amended and Restated 2023 Stock Incentive Plan.

Overview

On February 4, 2026, upon the recommendation of our

Compensation Committee, our Board of Directors

unanimously approved an amendment to the 2023 Stock

Incentive Plan (as proposed to be amended, the

“Amended Plan”), subject to approval by our

shareholders at this Annual Meeting. If the Amended Plan

is approved by our shareholders, the number of shares

authorized for issuance under the plan will increase by

5,000,000 shares. No other amendments are being

proposed.

The 2023 Stock Incentive Plan was originally approved

by shareholders on May 24, 2023 and was amended and

restated by shareholders on May 21, 2025 (as amended

and restated, the “Existing Plan”). The Existing Plan is the

Company’s only compensation plan under which equity-

based awards may be made.

Importance of the 2023 Stock Incentive

Plan

Equity-based incentive compensation is an integral part

of our compensation program, which is designed to

reinforce a long-term perspective and to align the

interests of our employees and our non-employee

directors with those of our shareholders.

The Amended Plan will permit the Company to continue

to motivate employees and to attract new personnel by

providing incentives in the form of stock-based awards.

For example, with respect to the equity awards granted in

February 2026 in consideration of the 2025 performance

year:

•Over 8,300 employees, approximately 25% of our

current employees, received a portion of their annual

variable compensation in the form of equity-based

awards;

•More than 86% of the total annual grant value was

granted to employees who are not named executive

officers; and

•Performance-based long-term stock incentives

represented 63% of the total direct compensation for

our current Chief Executive Officer and an average of

40% of the total direct compensation for our other

named executive officers.

The ability to grant equity-based awards enables the

Company to:

•Support Pay for Performance and Alignment with

Shareholders. As described above, with respect to our

named executive officers and other senior employees

of the Company, a key element of our compensation

philosophy is to pay a meaningful portion of variable

compensation in the form of stock-based awards as we

believe that aligns employee and shareholder interests

and drives long-term value creation.

•Enhance employee motivation and retention. We use

equity-based awards to attract, retain and motivate

employees who are essential to executing our long-

term strategy and to align their interests with the

Company’s long-term performance. We believe

employee motivation and retention would be negatively

impacted if we could not grant equity-based awards.

•Decrease Reliance on Cash Compensation. In order to

attract and retain qualified personnel without equity-

based awards, we would likely be compelled to

increase the cash-based components of our

compensation program, which would not provide the

Company or our shareholders with the same benefits

as providing equity awards and would limit cash

available for other purposes.

Features of the Amended Plan Designed

to Protect Shareholder Interests

The Amended Plan includes several features designed to

protect shareholder interests and to reflect our

compensation philosophy:

•No “evergreen” provision (i.e., no automatic increase in

the number of shares available under the plan).

•No grants of below-market stock options or stock

appreciation rights (“SARs”).

•No repricing of stock options or SARs.

•No payments of dividends or dividend equivalents on

performance shares unless performance goals are

satisfied and the underlying performance awards vest.

•No payment of dividends or dividend equivalents on

stock options or SARs.

•Awards are subject to forfeiture/clawback pursuant to

Company policy.

•50% acquisition and completion of the applicable

transaction in order to trigger a change in control.


76	The Travelers Companies, Inc. \| 2026 Proxy Statement

2023 STOCK PLAN AMENDMENT

Prudent Share Request

We have a long track record of managing our equity-

based compensation program judiciously. We review our

equity usage and projections regularly, and strive to

balance talent attraction and retention with affordability

and dilution. See our average burn rate and projected

dilution under “Share Usage Rate and Dilution” herein.

We currently expect that the additional shares we are

seeking will cover our equity compensation program

needs for at least three years, based on our historical

grant practices and the recent market price of our stock,

and appropriately balances administrative efficiency and

shareholder oversight.

Number of Shares Subject to the

Amended Plan

•5,789,184 shares were approved by shareholders to

be available for grant at the time the Existing Plan was

initially adopted in 2023 (5.8 million less the number of

shares, 10,816, covered by awards granted under the

2014 Stock Incentive Plan between March 28, 2023

and May 23, 2023).

•An additional 2,100,000 shares were approved by

shareholders to be available for grant at the

Company’s 2025 annual meeting of shareholders.

•3,982,446 shares remain available for grant under the

Existing Plan as of March 23, 2026.

•If approved by shareholders, 5,000,000 additional

shares would be made available for grant under the

Amended Plan.

Share Usage Rate and Dilution

•Our average share usage rate, sometimes referred to

as unadjusted burn rate, over the three years ended

December 31, 2025 (calculated as equity-based

awards granted under our equity compensation plan(s)

for the relevant year, divided by average basic

common shares outstanding for that year) was

approximately 0.70%.

•The potential dilution (calculated as defined below)

resulting from issuing all 5,000,000 additional shares

authorized under the Amended Plan, plus the

3,982,446 shares that remain available for grant as of

March 23, 2026, and taking into account outstanding

awards, would be 7.55% on a fully-diluted basis.

•Share repurchases are an important component of our

disciplined capital management strategy. During 2025,

we returned $3.2 billion to shareholders through share

repurchases, and in each of the last three years, the

number of shares repurchased exceeded the number

of equity-based awards granted. However, share

repurchases also increase burn rate and negatively

impact dilution (calculated as defined below) because

they lower the total number of shares outstanding.

The following table provides detail regarding the potential

dilution under the Amended Plan as of the Record Date

(March 23, 2026):


Number of securities to be issued upon exercise of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)		Number of additional shares requested to be made available for grant		Shares of common stock outstanding as of March 23, 2026	Dilution(4)
8,386,059	(1)	3,982,446	(2)	5,000,000	(3)	212,642,789	7.55%

(1)Consists of the following grants outstanding under our Existing Plan and the Company’s Amended and Restated 2014 Stock Incentive Plan

(as amended) (the “2014 Stock Incentive Plan”), which was replaced by the Existing Plan: (a) 6,080,421 stock options, (b) 755,999

performance shares and dividend equivalents accrued thereon assuming issuance of 100% of performance shares granted, (c) 1,398,505

restricted stock units, (d) 136,068 director deferred stock awards and accrued dividend equivalents and (e) 15,066 Common Stock units

credited to the deferred compensation accounts of certain non-employee directors in lieu of cash compensation, at the election of such

directors. No right to dividends or dividend equivalents is granted on outstanding stock options.

The weighted average exercise price of the 6,080,421 stock options outstanding as of March 23, 2026 was $181.37, and the weighted

average remaining term was 5.95 years.

(2)Represents shares that are available for grant under the Existing Plan as of March 23, 2026.

(3)Represents additional shares that will be available for grant under the Amended Plan if the Amended Plan is approved by shareholders.

(4)Dilution is calculated by dividing (a) the sum of (1) the number of securities to be issued upon exercise of outstanding options, warrants and

rights and (2) the 3,982,446 shares remaining available for grant under the Existing Plan as of March 23, 2026 and (3) the 5,000,000

additional shares requested to be made available for grant if this proposal is approved by shareholders by (b) the sum of (1), (2) and (3)

above and the number of shares of Common Stock outstanding as of March 23, 2026.


2026 Proxy Statement \| The Travelers Companies, Inc.	77

2023 STOCK PLAN AMENDMENT

Stock Awards Granted under the 2023

Stock Incentive Plan

No awards made under the Amended Plan prior to the

date of the Annual Meeting were granted subject to

shareholder approval of this proposal. The number and

types of awards that will be granted under the Amended

Plan in the future are not determinable, as the

Compensation Committee will make these determinations

in its sole discretion. The following table sets forth

information with respect to the number of outstanding

stock options, restricted stock units, performance shares,

director deferred stock units and Common Stock units

that have been granted to the named executive officers

and the specified groups set forth below under the

Existing Plan as of March 23, 2026. On March 23, 2026,

the closing price of the underlying shares of our Common

Stock traded on the NYSE was $295.52 per share.


Name and Principal Position	Stock Options	Restricted Stock Units	Performance Shares(1)	Director Deferred Stock Awards and Common Stock Units(2)
Alan D. Schnitzer Chairman and Chief Executive Officer
Alan D. Schnitzer Chairman and Chief Executive Officer	276,101	—	116,464	—
Daniel S. Frey Executive Vice President and Chief Financial Officer
	45,251	—	19,067	—
Gregory C. Toczydlowski Executive Vice President and President, Business Insurance
	61,454	—	25,895	—
Avrohom J. Kess Vice Chairman and Chief Legal Officer
Avrohom J. Kess Vice Chairman and Chief Legal Officer	51,427	—	21,669	—
Michael F. Klein Executive Vice President and President, Personal Insurance
	57,897	—	24,397	—
All executive officers as a group (13 persons)	706,166	—	297,651	—
All non-executive directors as a group (9 persons)	—	—	—	26,474
Each associate of the above-mentioned directors or executive officers	—	—	—	—
Each other person who received or is to receive 5% of such options, warrants or rights	—	—	—	—
All employees (other than executive officers) as a group (10,302 persons)	1,154,522	1,330,639	429,209	—

(1)Represents performance shares and dividend equivalents accrued thereon assuming issuance of 100% of performance shares granted.

Please see the “Compensation Discussion and Analysis” section of this Proxy Statement for additional detail on the performance share

awards.

(2)Please see the “Non-Employee Director Compensation” section of this Proxy Statement for additional detail regarding the non-employee

director deferred stock awards and Common Stock units.

Summary of Material Terms of the Amended Plan

The following summary of the material terms of the

Amended Plan is qualified in its entirety by reference to

the complete text of the Amended Plan, which is attached

hereto as Annex B.

Purpose

The purposes of the Amended Plan are to: (1) attract and

retain employees, non-employee directors, consultants

and other service providers of the Company and its

affiliates (“Eligible Persons”) by providing Eligible Persons

with incentive-based compensation in the form of

Company Common Stock, (2) attract and compensate

non-employee directors for service as Board and

committee members, (3) encourage decision-making

based upon long-term goals and (4) align the interest of

Eligible Persons with that of the Company’s shareholders

by encouraging such persons to acquire a greater

ownership position in the Company.

Types of Awards

The Amended Plan provides for grants of the following

specific types of awards, and also permits other equity-

based or equity-related awards (each, an “Award” and,

collectively, “Awards”). Each Award will be evidenced by

an award agreement (an “Award Agreement”), which will

govern that Award’s terms and conditions.

Options and Stock Appreciation Rights (SARs).

An option entitles the recipient to purchase a share of

Common Stock at an exercise price specified in the

Award Agreement (including through net settlement or a

cashless exercise through a broker facility, to the extent

permitted by the Compensation Committee). The


78	The Travelers Companies, Inc. \| 2026 Proxy Statement

2023 STOCK PLAN AMENDMENT

Amended Plan permits grants of options that qualify as

“incentive stock options” under Section 422 of the Code

(ISOs) and nonqualified stock options. A SAR may entitle

the recipient to receive shares of Common Stock, cash or

other property on the exercise date having a value equal

to the excess of the market value of the underlying

shares of Common Stock on the exercise date over the

exercise price specified in the Award Agreement. Options

and SARs will become exercisable as and when specified

in the Award Agreement but not later than 10 years after

the date of grant. Vested and exercisable options and

SARs that are in-the-money will generally be exercised

automatically (through net settlement in the case of

options) if they remain unexercised as of the Award

expiration date. The Amended Plan provides that we may

not reset the exercise price for previously granted options

and SARs without obtaining shareholder approval and

that we generally may not issue any options or SARs with

an exercise price less than the closing trading price of a

share of Common Stock on the NYSE on the date of

grant.

Restricted Stock and Restricted Stock Units

(RSUs)

Grants of restricted stock are shares of Common Stock

that have been registered in the recipient’s name, but that

are subject to transfer restrictions and may be subject to

forfeiture or vesting conditions for a period of time as

specified in the Award Agreement. The recipient of

restricted stock has the rights of a shareholder, including

voting and dividend rights, subject to any restrictions and

conditions specified in the Award Agreement. An RSU

represents an unfunded, unsecured obligation by the

Company to deliver a share of Common Stock (or cash or

other securities or property) at a future date upon

satisfaction of the conditions specified in the Award

Agreement. The conditions, vesting and forfeiture

provisions for awards of restricted stock and RSUs are

within the discretion of the Compensation Committee.

Performance Awards

Performance Awards entitle a recipient to future

payments of Common Stock or other property (including

cash) based upon the attainment of performance

conditions established in writing by the Compensation

Committee. Payment is made in cash, shares of Common

Stock or any combination thereof, as determined by the

Compensation Committee. The Award Agreement

establishing a performance award may establish that a

portion of an Award will be paid for performance that

exceeds the minimum target but falls below the maximum

target available to the Award. The relevant Award

Agreement will also provide for the timing of payment as

determined by the Compensation Committee.

The performance conditions upon which performance

Awards may be based include one or more of the

following: earnings per share; earnings before interest

and tax; net income; adjusted net income; core income;

stock price; total shareholder return; market share; return

on equity; cash return on equity; achievement of profit,

loss and/or expense ratio; revenue targets; cash flows;

book value; return on assets; return on capital;

improvements in capital structure; revenues or sales;

working capital; credit rating; improvement in workforce

diversity; employee retention; closing of corporate

transactions; customer satisfaction; or implementation,

completion or attainment of products or projects. For

purposes of defining performance conditions, the

Compensation Committee may elect to exclude the

impact of extraordinary or non-recurring items.

Other Stock-Based Awards

The Compensation Committee may issue unrestricted

shares of Common Stock, or other awards denominated

in Common Stock (including, but not limited to, stock and

deferred stock units), alone or in tandem with other

Awards, in such amounts and subject to such terms and

conditions as the Compensation Committee shall from

time to time in its sole discretion determine.

Dividends and Dividend Equivalent Rights

An Award may, if determined by the Compensation

Committee, provide for the right to receive dividend

payments or dividend equivalent payments with respect

to Common Stock subject to the Award, which payments

may be made either currently or credited to an account

for the Award recipient and may be settled in cash or

Common Stock. Under the Amended Plan, no payments

will be made in respect of dividends or dividend

equivalent rights on any performance-based Awards

unless and until the corresponding portion of the

underlying Award is earned, and no dividend equivalent

rights may be granted with respect to stock options or

SARs that were granted under any prior equity incentive

plan of the Company.

Administration

Awards may be granted by the Compensation Committee

of the Board or a subcommittee of the Compensation

Committee, or such other committee of the Board or the

full Board. Unless otherwise determined by the Board,

any such committee will consist of no less than two

directors who are intended to qualify as “independent

directors” within the meaning of Rule 303A of the NYSE’s

Listed Company Manual, and as “non-employee

directors” within the meaning of Rule 16b-3 under the

Exchange Act. The Compensation Committee may at any

time delegate to a committee of the Board or one or more

officers of the Company some or all of the Committee’s

authority over the administration of the Amended Plan,

subject to certain exceptions.

The number of employees selected to receive Awards will

likely vary from year to year. The Compensation

Committee has the authority to determine the type and

timing of Awards, to select the Award recipients and to

determine the terms of each Award, including, among


2026 Proxy Statement \| The Travelers Companies, Inc.	79

2023 STOCK PLAN AMENDMENT

other things, any modifications of the Award, applicable

restrictions, termination and vesting conditions. The

Compensation Committee has the authority to establish

terms of Awards relating to a recipient’s retirement, death,

disability, leave of absence or termination of employment.

The Compensation Committee also has the full and

exclusive power to administer and interpret the Amended

Plan and to adopt such administrative rules, regulations,

procedures and guidelines governing the Amended Plan

and the Awards as it may deem necessary in its

discretion, from time to time.

Eligibility

Awards under the Amended Plan may be granted to

employees, non-employee directors, consultants or other

service providers with respect to the Company or its

affiliates. As of December 31, 2025, we had 9 non-

employee directors and approximately 20,300 eligible

employees based on established criteria utilized by the

Compensation Committee in determining awards. The

Compensation Committee may also grant stock options,

SARs, restricted stock, performance awards or other

Awards under the Amended Plan in substitution for, or in

connection with the assumption of, existing options,

SARs, restricted stock, performance awards or other

awards granted, awarded or issued by another entity and

assumed or otherwise agreed to be provided for by the

Company pursuant to or by reason of a transaction

involving a merger, consolidation, plan of exchange,

acquisition of property or stock, separation,

reorganization or liquidation to which the Company or any

subsidiary is a party. The terms and conditions of the

substitute Awards may vary from the terms and

conditions set forth in the Amended Plan to the extent the

Compensation Committee at the time of the grant may

deem appropriate.

Future Grants

Because no Awards under the Amended Plan have yet

been granted by the Compensation Committee, we

cannot determine the benefits or amounts that will be

received or allocated in the future under the Amended

Plan.

Number of Shares Available for Issuance

The number of shares of Common Stock available and

reserved for grant of Awards under the Amended Plan is

12,889,184, which may consist of shares that are

authorized but unissued, or previously issued shares

reacquired by the Company, or both. In addition, any

shares subject to awards under the 2014 Stock Incentive

Plan that are outstanding as of the date the Amended

Plan is approved by shareholders and subsequently

expire, are canceled, settled in cash or otherwise

terminate without the issuance of shares of Common

Stock in respect thereof will be available for award grants

under the Amended Plan.

The Amended Plan provides that the following are not

counted towards the maximum number of shares and are

available for future grants under the Amended Plan:

•shares of Common Stock subject to an Award that

expires unexercised, that is forfeited, terminated or

canceled, that is settled in cash or other forms of

property, or otherwise does not result in the issuance

of shares of Common Stock, in whole or in part;

•shares that are used by an Award recipient (whether

delivered by the recipient or retained by the Company

pursuant to the recipient’s authorization) to pay the

exercise price of stock options and shares used to pay

withholding taxes on Awards generally; and

•shares purchased by the Company in the open market

using Option Proceeds (as defined in the Amended

Plan); provided, however, that the increase in the

number of shares of Common Stock available for grant

pursuant to such market purchases shall not be greater

than the number that could be repurchased at fair

market value on the date of exercise of the stock

option giving rise to such Option Proceeds.

In addition, the number of shares of Common Stock

available for grant under the Amended Plan will not be

reduced by shares subject to Awards granted under the

Amended Plan upon the assumption of or in substitution

for awards granted by a business or entity that is merged

into or acquired by the Company.

Adjustments

In the event of any share dividend or split, reorganization,

recapitalization, merger, consolidation, spin-off,

combination or transaction or exchange of shares or

other corporate exchange, equity restructuring,

distribution to shareholders other than regular cash

dividends, or any similar transaction, the Compensation

Committee is to make equitable adjustments to:

•the maximum number and kind of shares available for

issuance under the Amended Plan;

•the maximum number of shares for which Awards may

be granted during a specified period to any recipient;

and

•any other affected terms of Awards.


80	The Travelers Companies, Inc. \| 2026 Proxy Statement

2023 STOCK PLAN AMENDMENT

Repricing Prohibited

The Compensation Committee may not amend any stock

option or SAR granted under the Amended Plan to

decrease the exercise price or strike price thereof, or

cancel an option or SAR (1) in exchange for a cash

payment exceeding the fair market value of the shares

covered by the Award over the corresponding exercise or

strike price for such Award or (2) in conjunction with the

grant of any new stock option or SAR or other Award with

a lower exercise price or strike price, or otherwise take

any such action that would be treated under the rules of

the NYSE as a “repricing” of such stock option or stock

appreciation right, unless such amendment, cancellation

or action is approved by the Company’s shareholders in

accordance with applicable law and rules of the NYSE.

Forfeiture/Clawback

Any Awards may be subject to reduction, cancellation,

forfeiture or recoupment to the extent required by

applicable law, NYSE rules or as provided in the relevant

Award Agreement.

Change of Control

Upon a Change of Control (as defined in the Amended

Plan), the Amended Plan does not provide for automatic

vesting or acceleration; however, the Compensation

Committee may, in its discretion, at the time an Award is

made or at any time prior to, coincident with or after the

time of a Change of Control:

•provide for the purchase or cancellation of such

Awards, for an amount of cash (if any) equal to the

amount which could have been obtained upon the

exercise or realization of such rights had such Awards

been currently exercisable or payable;

•make such adjustment to the Awards then outstanding

as the Compensation Committee deems appropriate to

reflect such transaction or change (including

acceleration of vesting); and/or

•cause the Awards then outstanding to be assumed, or

new rights substituted therefor, by the surviving

corporation in such Change of Control.

The Compensation Committee may, in its discretion,

include such further provisions and limitations in any

Award document as it may deem equitable and in the

best interests of the Company.

Transferability; Deferrals

The Compensation Committee may permit (on such

terms, conditions and limitations as it determines) an

Award to be transferred or transferable to family

members, charities or estate planning vehicles for no

consideration and only to the extent permissible by law

and, in the case of an ISO, to the extent permissible

under Section 422 of the Internal Revenue Code. Other

than as stated in the preceding sentence, no Award may

be assigned, alienated, pledged, attached, sold or

otherwise transferred or encumbered by a recipient

otherwise than by will or by the laws of descent and

distribution.

The Compensation Committee may require or permit

award recipients to elect to defer the issuance of shares

or the settlement of Awards in cash under such rules and

procedures as it may establish under the Amended Plan.

It may also provide that deferred settlements include the

payment or crediting of interest or dividend equivalents

on the deferral amounts.

Amendment and Termination

The Board may amend, suspend or terminate the

Amended Plan or any portion thereof at any time,

provided that, (1) no amendment shall be made without

shareholder approval if such approval is necessary in

order for the Amended Plan to continue to comply with

the rules of the NYSE, and (2) no amendment,

suspension or termination may materially adversely affect

any outstanding Award without the consent of the person

to whom such Award was made. The Amended Plan will

terminate on May 24, 2033, unless terminated prior to

that date.

U.S. Federal Income Tax Treatment of

Plan Awards

The following is a brief summary of the principal U.S.

federal income tax consequences of transactions under

the Amended Plan based on current U.S. federal income

tax laws. This summary is not intended to be exhaustive,

does not constitute tax advice and, among other things,

does not describe state, local or foreign tax

consequences.

Non-Qualified Options. No taxable income is realized by

a participant upon the grant of an option. Upon the

exercise of a non-qualified option, the participant will

recognize ordinary compensation income in an amount

equal to the excess, if any, of the fair market value of the

shares of Common Stock exercised over the aggregate

option exercise price. Income and payroll taxes are

required to be withheld by the participant’s employer on

the amount of ordinary income resulting to the participant

from the exercise of an option. The amount recognized as

income by the participant is generally deductible by the

participant’s employer for federal income tax purposes,

subject to the possible limitations on deductibility of

compensation paid to some executives under Section

162(m) of the Internal Revenue Code. The participant’s

tax basis in shares of Common Stock acquired by

exercise of an option will be equal to the exercise price

plus the amount taxable as ordinary income to the

participant.

Upon a sale of the shares of Common Stock received by

the participant upon exercise of the option, any gain or

loss will generally be treated for federal income tax


2026 Proxy Statement \| The Travelers Companies, Inc.	81

2023 STOCK PLAN AMENDMENT

purposes as long-term or short-term capital gain or loss,

depending upon the holding period of that stock. The

participant’s holding period for shares acquired upon the

exercise of an option begins on the date of exercise of

that option. If the participant pays the exercise price in full

or in part by using shares of previously acquired Common

Stock, the exercise will not affect the tax treatment

described above, and no gain or loss generally will be

recognized to the participant with respect to the

previously acquired shares. The shares received upon

exercise which are equal in number to the previously

acquired shares used will have the same tax basis as the

previously acquired shares surrendered to us and will

have a holding period for determining capital gain or loss

that includes the holding period of the shares used. The

value of the remaining shares received by the participant

will be taxable to the participant as compensation. The

remaining shares will have a tax basis equal to the fair

market value recognized by the participant as

compensation income, and the holding period will

commence on the exercise date.

Incentive Stock Options. No taxable income is realized

by a participant upon the grant or exercise of an ISO;

however, the exercise of an ISO will give rise to an item

of tax preference that may result in alternative minimum

tax liability for the participant. If shares of Common Stock

are issued to a participant after the exercise of an ISO

and if no disqualifying disposition of those shares is made

by that participant within two years after the date of grant

or within one year after the receipt of those shares by that

participant, then:

•upon the sale of those shares, any amount realized in

excess of the option exercise price will be taxed to that

participant as a long-term capital gain, and

•the Company will be allowed no deduction.

If shares of Common Stock acquired upon the exercise of

an ISO are disposed of prior to the expiration of either

holding period described above, that disposition would be

a “disqualifying disposition,” and generally:

•the participant will realize ordinary income in the year

of disposition in an amount equal to the excess, if any,

of the fair market value of the shares on the date of

exercise, or, if less, the amount realized on the

disposition of the shares, over the option exercise

price, and

•the Company will be entitled to deduct that amount.

Any other gain realized by the participant on that

disposition will be taxed as short-term or long-term capital

gain and will not result in any deduction to us. If a

participant pays the exercise price in full or in part with

previously acquired shares of Common Stock, the

exchange will not affect the tax treatment of the exercise.

Upon the exchange, no gain or loss generally will be

recognized upon the delivery of the previously acquired

shares to us, and the shares issued in replacement of the

shares used to pay the exercise price will have the same

basis and holding period for capital gain purposes as the

previously acquired shares. A participant, however, would

not be able to utilize the holding period for the previously

acquired shares for purposes of satisfying the ISO

statutory holding period requirements. Additional shares

of Common Stock will have a basis of zero and a holding

period that commences on the date the Common Stock is

issued to the participant upon exercise of the ISO. If this

exercise is effected using shares of common stock

previously acquired through the exercise of an ISO, the

exchange of the previously acquired shares may be a

disqualifying disposition of that common stock if the

holding periods discussed above have not been met.

If an ISO is exercised at a time when it no longer qualifies

as an ISO, the option will be treated as a nonqualified

option. Subject to some exceptions for disability or death,

an ISO generally will not be eligible for the federal income

tax treatment described above if it is exercised more than

three months following a termination of employment.

Stock Appreciation Rights. Upon the exercise of a

SAR, the participant will recognize compensation income

in an amount equal to the cash received plus the fair

market value of any Common Stock received from the

exercise. The participant’s tax basis in the shares of

Common Stock received on exercise of the SAR will be

equal to the compensation income recognized with

respect to the Common Stock. The participant’s holding

period for shares acquired after the exercise of a SAR

begins on the exercise date. Income and payroll taxes

are required to be withheld on the amount of

compensation attributable to the exercise of the SAR,

whether the income is paid in cash or shares. Upon the

exercise of a SAR, the participant’s employer will

generally be entitled to a deduction in the amount of the

compensation income recognized by the participant,

subject to the requirements of Section 162(m) of the

Internal Revenue Code, if applicable.

Restricted Stock, Restricted Stock Units and Other

Stock-Based Awards. Restricted stock that is subject to

a substantial risk of forfeiture generally results in income

recognition by the participant in an amount equal to the

excess of the fair market value of the shares of stock over

the purchase price, if any, of the restricted stock at the

time the restrictions lapse. However, if permitted by the

Company, a recipient of restricted stock may make an

election under Section 83(b) of the Internal Revenue

Code to instead be taxed on the excess of the fair market

value of the shares granted, measured at the time of

grant and determined without regard to any applicable

risk of forfeiture or transfer restrictions, over the purchase

price, if any, of such restricted stock. A participant who

has been granted shares of Common Stock that are not

subject to a substantial risk of forfeiture for federal

income tax purposes will realize ordinary income in an

amount equal to the fair market value of the shares at the

time of grant. A recipient of RSUs, performance awards or

1 https://www.insurancejournal.com/news/national/2024/03/07/763884.htm

2 https://www.insurancebusinessmag.com/us/news/property/pandc-returns-to-underwriting-profit-in-2024-529406.aspx

3 https://investor.travelers.com/newsroom/press-releases/news-details/2025/Travelers-Reports-Exceptional-Fourth-Quarter-and-Full-Year-Results/default.aspx

4 https://www.sfchronicle.com/california/article/travelers-insurance-rates-19441039.php

5 https://investinginclimatechaos.org/data?org=Travelers

6 https://www.insurancejournal.com/news/national/2024/09/26/794409.htm

7 https://www.newyorker.com/news/the-financial-page/the-home-insurance-crisis-that-wont-end-after-hurricane-season

8 https://climateandcommunity.org/research/insurance-financial-stability/

9 https://asset.trvstatic.com/download/assets/Travelers_SustainabilityReport2024.pdf/dd9536f6147211f0b1567e3dc6af4176 p.5

10https://asset.trvstatic.com/download/assets/Travelers_TCFDReport2024.pdf/db0c21f6147211f093342a4bfe896913


2026 Proxy Statement \| The Travelers Companies, Inc.	83

SHAREHOLDER PROPOSALS



ITEM 5	Shareholder Proposal Relating to a Report on Climate-Related Pricing and Coverage Decisions	Your Board recommends you vote AGAINST this Shareholder Proposal Relating to a Report on Climate-Related Pricing and Coverage Decisions
ITEM 5

As You Sow, located at 11461 San Pablo Ave. Suite 400

El Cerrito, CA 94530 has advised us that it plans to

introduce the following resolution on behalf of the As You

Sow Foundation Fund (“Proponent”) and co-filers.

Proponent represents that it is the beneficial holder of 50

shares of the Company’s common stock.

WHEREAS: The United States is facing a climate-related

insurance crisis. National insurance underwriting losses

have risen dramatically, reaching a 10-year high of $38

billion in 2023, primarily due to climate-related factors

including more frequent and intense weather related

natural disasters and storms, reinsurance price

increases, and rebuilding related inflation.1 While the

industry returned to underwriting profitability in 2024

through aggressive rate increases and policy non-

renewals, catastrophe losses remained elevated—2024

was the second-costliest year for such losses.2

Travelers, one of California's largest home insurers, is no

exception. Its catastrophe losses increased from $1.85

billion in 2021 to $3.33 billion in 2024.3 In response, in

2024 Travelers requested approval to increase California

rates by an average 15% for 320,000 policyholders and

dropped policies in risky markets.4 Yet, despite growing

climate-related losses, Travelers continues to invest in

and underwrite high carbon emitting companies. In 2024,

Travelers had $1.9 billion invested in high-emitting

companies.5

Increasing insurance rates and reducing insurance

coverage in high-risk markets transfers the financial

burden of climate change to policyholders, investors, and

taxpayers. With nationwide insurance premiums

increasing 34% between 2017 and 20236— a rate 40%

higher than inflation7— the number of Americans unable

to afford insurance is increasing. The Consumer

Federation of America estimates that 6.1 million

households are uninsured, putting $1.6 trillion in property

value at risk.8

As Travelers’ cancellations grow and climate-related rate

increases outprice its customer base, it is unclear how

Travelers will successfully maintain its homeowner

business line, which makes up 50% of its personal

insurance business.9

In Traveler’s TCFD climate risk discussion, the insurer

notes it can reduce growing climate risk by adjusting its

pricing and exposure in certain geographies — that is, by

raising rates and reducing coverage.10 However,

Travelers fails to explain if or how it can retain sufficient

homeowners’ policies to remain profitable as it makes

these adjustments, especially as competition for limited

markets grows.

Without transparent disclosure of how climate-driven

pricing and coverage decisions affect customer retention

and business viability, shareholders cannot adequately

assess the long-term financial sustainability of Travelers'

largest personal insurance segment or evaluate the

insurer’s response to escalating climate risks.

RESOLVED: Shareholders request that Travelers

provide, in its existing climate reporting, the expected

impact of climate-related pricing and coverage decisions

on the sustainability of its homeowners’ insurance

customer base under a range of climate scenarios in the

near, medium, and long-term.


84	The Travelers Companies, Inc. \| 2026 Proxy Statement

SHAREHOLDER PROPOSALS

Your Company’s Response

The Board of Directors unanimously recommends that shareholders vote AGAINST this proposal for

the following reasons.

After thoughtfully considering the proposal, the Board believes that the proposal’s prescriptive request is not in the

best interest of shareholders. The Board believes that the proposal’s request would amount to an unjustified use of

significant management time and corporate resources for the following reasons:

•The Company already provides extensive

disclosures and has a comprehensive approach to

identifying and mitigating climate-related risks in

its business, which has proven effective.

•The proposal contemplates that the Company report

on one of many risks it considers in its complex

underwriting process, which would not be meaningful

to investors.

•The proposal is premised on false and misleading

statements that call into question the purported need

for the reporting requested by the proposal and

undermine the very foundation of the proposal.

Importantly, the Company further notes that it is not

aware of any other insurance company that provides

disclosure similar to what is being requested by the

proposal.

The Company further notes that the resolution contained

in this proposal is identical to that of a proposal submitted

to a shareholder vote last year and was rejected by

more than 87% of the shares voting on 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.

In light of the Company’s existing extensive disclosures

and comprehensive and effective approach to identifying

and mitigating climate-related risks in its business, the

additional detailed and prescriptive reporting requested

by the proposal would amount to an unjustified use of

significant Company time and resources. The Company

further notes that it is not aware of any other insurance

company that provides disclosure similar to what is

being requested by the proposal, and in the

Company’s engagement with the proponent, the

proponent acknowledged the same.

The Company takes comprehensive measures to identify

and mitigate climate-related risks in its business. As

stated in the Company’s report consistent with the

recommendations of the Task Force on Climate-related

Financial Disclosures (“TCFD Report”), “[u]nderstanding

climate-related effects on weather perils is part of our

fundamental evaluation process in connection with the

underwriting and pricing of risks related to many of our

products.” Because, as the Company notes in its TCFD

Report, incorporating weather and climate variability into

the Company’s underwriting and pricing decisions is

“[c]ore to our strategy,” the Company has made

significant investments in technology, data and analytics

and personnel to refine its view of – and effectively

manage – weather- and climate-related risks and to

inform its business strategy. For example, as discussed in

the Company’s TCFD Report:

Given our longstanding focus on changing climate

conditions, our Catastrophe Risk Management

group, which assesses catastrophe risk and

manages the development of our strategic

catastrophe efforts, includes experts in data science,

geophysics and meteorology, including climate and

flood science, wind and structural engineering. We

have also established dedicated teams for each

catastrophe peril, with the goal of developing

industry-leading scientific and underwriting

expertise. We have incorporated our learnings into

our product development, risk selection, pricing,

capital allocation and claim response.

The insights we have developed have enabled us to

supplement standard vendor catastrophe models

with our own sophisticated peril-by-peril view. This

approach gives us a refined granular view of

catastrophe risk, incorporating proprietary variables,

such as complex roof characteristics, tree and brush

density and location intelligence down to the parcel

level. These variables are incorporated into our

product development, enhancing our segmentation.

They are also integrated into proprietary algorithms

that we use at the point of sale to inform risk

selection and decisions about terms and conditions.

We use various analyses and methods, including

proprietary and third-party modeling processes and

geospatial analysis, to evaluate our climate-related

risks and make underwriting, pricing and

reinsurance decisions designed to manage the

Company’s exposure to catastrophe events. In

addition to catastrophe modeling and analysis, we

also model and analyze the Company’s exposure to

other extreme events. We also utilize proprietary

and third-party computer modeling processes to

evaluate capital adequacy. In addition, we consider

historical loss experience, recent events,

underwriting practices, market share analyses,

external scientific analysis and various other factors,

including non-modeled losses, to refine our


2026 Proxy Statement \| The Travelers Companies, Inc.	85

SHAREHOLDER PROPOSALS

proprietary view of catastrophe risk. These analytical

techniques are an integral component of our

[Enterprise Risk Management] process and further

support our long-term financial strategies and

objectives.

We actively monitor and evaluate changes in third-

party models and, when necessary, calibrate the

catastrophe risk model estimates delivered via our

proprietary modeling processes. Importantly, in

addition, our underwriting appetite evolves as the

environment evolves, and we may modify our view

of risk or our underwriting appetite, as appropriate.

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.

The Company’s management of climate risks and

opportunities is detailed in its annual sustainability

reporting, including in its comprehensive TCFD Report,

obviating the need for the additional disclosure requested

by the proposal. Further, the Company has significantly

enhanced its already robust climate-related disclosures in

recent years. 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 Proposal’s Request is an Unjustified Use of Significant Management Time and Corporate

Resources Because It Contemplates that the Company Report on One of Many Risks It Considers in

Its Complex Underwriting Process.

The Company believes that it would be a wasteful use of

significant management time and corporate resources –

and not ultimately meaningful to investors – to report on

the Company’s assessment of one specific risk relevant

to its underwriting process out of many underwriting risks

that may be relevant with respect to any particular

homeowners policy it underwrites.

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, the Company evaluates a number

of relevant risk-based factors; for both property and

casualty lines of business, the Company considers

environmental factors, including weather trends and

patterns, alongside other relevant risk variables in its

underwriting evaluation process and in its underwriting

strategies.

Notably, while the Company takes a thoughtful and

comprehensive approach to evaluating climate risk in its

underwriting decisions, the Company has stated publicly,

including in its TCFD Report, that non-weather-related

trends “have a significant impact on the risks we write”

and “are likely to have a significantly greater impact on

catastrophe risk aggregation over the short-, medium-

and long-term horizons than physical risk changes.”

These risks include aging infrastructure, population

growth in high-risk areas or in areas with weaker

enforcement building codes, urban expansion, an

increase in the average size of a home (an increase of

over 40% since the 1970s), increased inflation and post-

event demand surge. Accordingly, a report regarding one

risk out of many that the Company considers in its

underwriting process would not be meaningful to

investors.

The Proposal is Premised on False and Misleading Statements that Undermine the Foundation for

the Proposal’s Request.

The proposal’s stated justification for the prescriptive

disclosure it requests is premised on a number of

inflammatory statements that are false and misleading.

These statements call into question the very foundation of

the proposal.

•Statement of Proponent: “National insurance

underwriting losses have risen dramatically...

primarily due to climate-related factors...”

Company Response: The losses referenced by the

proponent were not “primarily due to climate-related

factors.” While weather losses have increased over


86	The Travelers Companies, Inc. \| 2026 Proxy Statement

SHAREHOLDER PROPOSALS

time, studies indicate that the impact of changing

climate conditions on underwriting losses is

meaningfully less significant as compared to other

factors, including exposure growth driven by inflation

and population growth in high-risk areas. In an analysis

regarding 2025 global catastrophe-related losses

prepared by Verisk Analytics Inc. – a leading strategic

data analytics and technology partner to the global

insurance industry – Verisk estimate[s] “about 1% of

year-on-year increases in AAL [average annual loss]

are attributable to climate change.” See Verisk

Modeling Insured Catastrophe Losses; A Global

Perspective for 2025, available for download at https://

www.verisk.com/resources/campaigns/modeling-

insured-catastrophe-losses-a-global-perspective, at 19.

This conclusion aligns with the Company’s experience,

referenced above and stated in the Company’s TCFD

Report, that non-weather-related trends “are likely to

have a significantly greater impact on catastrophe risk

aggregation over the short-, medium- and long-term

horizons than physical risk changes.”

Notably, according to the U.S. Census Bureau, the

U.S. population has grown by 33% from 1990 to 2020,

and growth in high-risk areas has outpaced that

growth; in that same period, for example, population in

high-risk wildfire areas in California grew by 50%,

population in high-risk hurricane coastal locations

(including Texas, Florida and the Carolinas) grew by

57% and population in high-risk tornado-hail zones

grew by 47%. In addition, the increase in catastrophe

losses is correlated with rising property and

construction costs. According to the American Property

Casualty Insurance Association (“APCIA”) (using U.S.

Bureau of Economic Analysis, Fixed Assets Accounts

Tables year-end estimates), the replacement cost of

structures in the United States increased 455%

between 1990 and 2023 – in other words, at a rate

significantly higher than the inflation rate over that

period. In the same vein, “cumulatively over the last

five years, costs of residential construction trade

services rose 38.2 percent from mid-year 2019 to mid-

year 2024. Similarly, residential construction goods

rose 36.3 percent over the period, home rental was up

26 percent, and home furnishings rose 18.9 percent. In

contrast, home insurance premium rates rose

somewhere between 17.7 percent (according to the

PPI) and 27.3 percent (according to MarketScout

Barometer) over the five-year span...” See Statement

of the APCIA to the Senate Budget Committee for the

Hearing Titled “Climate-Driven Insurance Crisis Is Here

– And Getting Worse” (Dec. 18, 2024), citing data

available through U.S. Bureau of Labor Statistics and

MarketScout Corp.

•Statement of Proponent: Travelers’ “catastrophe

losses increased from $1.85 billion in 2021 to $3.33

billion in 2024. In response, in 2024 Travelers

requested approval to increase California rates by

an average 15%...”

Company Response: As an initial matter, as the

Company explained last year, the catastrophe losses

cited in this sentence are countrywide – not losses

specific to California. Moreover, claiming that requests

for rate increases in California were “in response” to

Travelers’ catastrophe losses is grossly misleading.

First, California rate templates require the use of

California-specific losses; states do not allow insurers

to rely on nationwide losses for state-specific rate

changes. Second, weather-related claim activity is only

one of many factors that influence insurance rates.

Rate increases, which are a standard part of the

underwriting process, are driven by a number of other

factors, including exposure changes, non-weather

claim activity, claim fraud, building inflation, medical

inflation, legal system abuse and other drivers of social

inflation.

•Statement of Proponent: “[D]espite growing

climate-related losses, Travelers continues to

invest in and underwrite high carbon emitting

companies...”

Company Response: As discussed above, recent

insurance industry losses are predominantly the result

of factors unrelated to changing climate conditions.

Additionally, like last year, the Company’s transparent

disclosure regarding the composition of its underwriting

portfolio exposes the inflammatory nature of the

proponent’s statement. In a section of its TCFD Report

titled “Travelers Underwriting Exposure to Carbon

Intensive Sectors,” the Company explains:

Using the S&P classification [of the most carbon

intensive sectors], we have tracked our

premiums over time with respect to these

industries. At year-end 2024, the total combined

annual domestic premium from these industries

was only approximately 4.7% of our total

domestic premium – representing nearly a 33%

reduction of our domestic book composition

since 2019. As the economy continues to evolve

and as Travelers continues to support the

transition to a lower carbon economy over time,

we expect these trends to continue.

Moreover, with coal representing 0% of the Company’s

domestic underwriting portfolio, utilities representing

0.5% and other fossil fuels representing 1.2%,

Travelers explains:

Support Activities account for the largest

customer segment within our Oil & Gas business

unit, representing approximately 60% of the

premium. This customer segment is primarily

composed of small and midsized contractors,

such as plumbers, pipefitters, electricians and


2026 Proxy Statement \| The Travelers Companies, Inc.	87

SHAREHOLDER PROPOSALS

welders, with average annual revenues of less

than $10 million and fewer than 25 employees.

The proponent’s statement is similarly disingenuous as

it pertains to the Company’s investments. As

discussed in the Company’s TCFD Report, as of

December 31, 2024:

•Our fixed maturity investments in the mining

industry totaled 0.14% of our overall portfolio, with

none of the issuers generating more than

10%-20% of their revenues from coal mining.

•Our Oil & Gas bond holdings totaled 0.61% of our

overall portfolio, with none of these investments in

companies holding more than 30% of their

reserves in oil sands.

•With respect to our bond holdings in Electric

Utilities, only 0.22% of our overall portfolio

generates more than 30% of their electricity from

coal and are above the Travelers Coal/Oil Sands

policy limit. Our credit analysis pays close

attention to these issuers’ goals and timelines for

reducing carbon emissions by lowering the

carbon intensity of their generating assets. We

also own $388 million of environmental bonds in

this industry, as reported by Bloomberg.

•Statement of Proponent: “In 2024, Travelers had

$1.9 billion invested in high-emitting companies.”

Company Response: As an initial matter, $1.9 billion

represents a small percentage of the Company’s

investment portfolio of more than $100 billion as of

December 31, 2025. Furthermore, as the Company

explained last year, it is important to understand the

nature of the investments cited by the proponent. The

activist website referenced by the proponent as a

source for this statistic claims that Travelers has $1.2

billion in coal-related investments, based on the

criterion that the investee company has “a coal share

of revenue or a coal share of power production of 10%

or more.” Putting aside this unreasonably low

threshold, it is notable that the majority of Travelers’

“coal-related investments” relate to electric utilities,

with whom Travelers has regular investor engagement

meetings and which generally have credible and even

aggressive plans to address both their coal generation

assets and carbon emissions, while recognizing the

importance of balancing those plans with the need to

provide customers with reliable, affordable and cost-

effective power. Travelers’ continued investment in

electric utility credits helps these entities prudently

transition to a lower carbon generation fleet over time.

The remaining $700 million in the amount cited by the

proponent relates predominantly to petroleum industry-

related investments. Nearly two-thirds of the holdings

classified by Travelers as petroleum industry-related

investments are in a group of highly rated, global

integrated energy companies that provide an important

geopolitical counterbalance in the global energy market

and, in the aggregate, account for less than 0.50% of

the Company’s total fixed income portfolio. All of the

aforementioned companies have made public, credible

and detailed plans for transitioning to a lower carbon

intensive global economy through their investments in

green energy and carbon sequestration technology.

The Company’s continued investment in these

companies is helping to provide them with the capital

required to make these investments.

•Statement of Proponent: “With nationwide

insurance premiums increasing 34% between 2017

and 2023 – a rate 40% higher than inflation...”

Company Response: As the Company explained last

year in response to the proposal, the general inflation

rate alone is not a meaningful reference point for

understanding changes in insurance premiums. The

primary factors driving homeowners insurance

premium increases are the inflationary impact of

residential building materials and labor, population

migration into high-risk areas, legal system abuse and

other drivers of social inflation. For example:

•Building repair and replacement costs have surged

higher than the rate of inflation.

•The cost of steel-mill products has increased by

62% since February 2020, according to statistics

published by the National Association of Home

Builders (“NAHB”).

•Roofing labor and material costs – a major

component of homeowners-related loss costs –

outpaced general construction costs by

approximately 50% over the past 20 years,

according to statistics published by the U.S.

Bureau of Labor Statistics.

•The cost of gypsum building materials (e.g.,

drywall) has increased 52% since February 2020,

according to the NAHB, using U.S. Bureau of

Labor Statistics data.

•The cost of nonmetallic mineral products, such as

asphalt felts and coatings (a proxy for asphalt

shingles), has increased approximately 43% since

2020, according to the U.S. Bureau of Labor

Statistics.

•The cost of ready-mix concrete has increased by

36% since February 2020, according to statistics

published by the NAHB.

•U.S. housing prices have increased more than 30%

between January 2017 and April 2025, according to

the U.S. Bureau of Labor Statistics.

•Social inflation has increased liability claims in the

U.S. by 57% over the past 10 years, according to

Swiss Re Institute’s new Social Inflation Index.

Social inflation “now exceeds economic inflation as

main claims driver, leading to underwriting losses,


88	The Travelers Companies, Inc. \| 2026 Proxy Statement

SHAREHOLDER PROPOSALS

uncertainty in liability claims and reduced insurance

capacity,” and “[u]nlike economic inflation, which is

decelerating, social inflation shows no signs of

abating.” See Swiss Re Institute, “Litigation Costs

Driving Claims Inflation Indexing Liability Loss

Trends” (Sept. 2024).

•Statement of Proponent: “As Travelers’

cancellations grow and climate-related rate

increases outprice its customer base...”

Company Response: Like last year, the basis for the

assertion that Travelers’ cancellations are growing is

unclear. The Company regularly and consistently

discloses its business retention rates; in particular, the

Company’s quarterly earnings presentations, made

available to the public through https://

investor.travelers.com/events-and-presentations/

default.aspx, include business retention rates by

segment and make clear that Travelers’ business

retention rates across all business lines are strong and

have remained steady for years. Notably, retention

rates with respect to Domestic Personal Insurance:

Homeowners and Other have been between 84% and

86% during each quarter for the last five years (through

the fourth quarter of 2025). Moreover, as noted above,

changing climate conditions is only one factor among

many that are impacting the affordability of insurance

and is meaningfully less significant as compared to

other factors.

Summary

The Board believes that the proposal’s request would require a wasteful use of significant management time and

corporate resources and therefore is not in the best interest of shareholders because:

•the Company already provides extensive disclosures and has a comprehensive and effective approach to

identifying and mitigating climate-related risks in its business;

•providing detailed reporting regarding one of many risks the Company considers in its complex underwriting

process would not be meaningful to investors; and

•the proposal’s stated justification for the prescriptive disclosure it requests is premised on several false and

misleading statements.

In addition, as noted above, the Company is not aware of any other insurance company that provides disclosure

similar to what is being requested by the proposal, and in the Company’s engagement with the proponent, the

proponent acknowledged the same.

For the above reasons, your Board recommends you vote AGAINST this proposal.


2026 Proxy Statement \| The Travelers Companies, Inc.	89

SHAREHOLDER PROPOSALS



ITEM 6	Shareholder Proposal Relating to an Independent Board Chairman	Your Board recommends you vote AGAINST this Shareholder Proposal Relating to an Independent Board Chairman

John Chevedden has advised us that he plans to

introduce the following resolution on behalf of himself. Mr.

Chevedden represents that he is the beneficial holder of

20 shares of the Company’s common stock.

Proposal 6 - Independent Board Chairman

Shareholders request that the Board of Directors adopt

an enduring policy, and amend the governing documents

as necessary including the Corporate Governance

Guidelines in order that 2 separate people hold the office

of the Chairman and the office of the CEO as soon as

possible.

The Chairman of the Board shall be an Independent

Director. An independent Lead Director shall not be a

substitute for an independent Board Chairman.

The Board shall have the discretion to select an interim

Chairman of the Board, who is not an Independent

Director, to serve while the Board is required to seek an

Independent Chairman of the Board on an accelerated

basis. This policy could be phased in when there is a

contract renewal for our current CEO or for the next CEO

transition although it is better to adopt it now to obtain the

maximum benefit.

An independent Board Chairman at all times improves

corporate governance by bringing impartiality, objective

oversight, and external expertise to board decisions,

mitigating conflicts of interest, enhancing transparency,

and boosting shareholder confidence.

This detached perspective allows the chairman to focus

on shareholder interests, strengthen management

accountability, and provide critical checks and balances,

ultimately contributing to long-term sustainability and

credibility.

This is a shareholder proposal to improve the corporate

governance of Travelers Companies (TRV). A 2025

shareholder proposal to improve the corporate

governance of TRV, asked that excessive TRV golden

parachutes be subject to a shareholder vote. The 2025

proposal received 41% shareholder support.

This 41% support likely translated in more then 50%

support from TRV shareholders who have access to

independent proxy voting advice. Such shareholders are

the most informed TRV shareholders on annual meeting

voting items. TRV has not advised the proponent of the

2025 proposal that it has any response to the 41% vote.

An independent Board Chairman could also help The

Travelers Companies deal with headwinds like those that

emerged in 2025:

There was significant open-market selling by key TRV

executives. TRV stock also received a consensus "hold"

rating from Wall Street analysts, with some analysts, such

as those at Bank of America, maintaining a "sell" or

"underperform" rating.

Travelers reported substantial catastrophe losses of $2

billion in the first quarter of 2025, mainly driven by the

January California wildfires. This resulted in a net income

decrease and an underwriting loss for the quarter.

The business insurance segment incurred a one-time

charge of $277 million related to asbestos in the third

quarter.

TRV faced a decline in premium volume within its

property line, particularly in large accounts.

There was a slowdown in pricing increases in the select

and middle market segments, indicating potential future

pressure on revenue growth and concerns about

softening market dynamics and increased competition.

TRV reported a significant miss on book value per share

estimates in Q3 2025, which can be a point of concern for

certain shareholders.

Please vote yes:

Independent Board Chairman - Proposal 6


90	The Travelers Companies, Inc. \| 2026 Proxy Statement

SHAREHOLDER PROPOSALS

Your Company’s Response

The Board of Directors unanimously recommends that shareholders vote AGAINST this proposal for

the following reasons.

After careful consideration, the Board believes that the proposal’s prescriptive request is unwarranted and not in the

best interest of shareholders for the following reasons:

•The proposal inappropriately undermines the flexibility

of the Board to determine whether the roles of

Chairman and CEO should be combined or separated,

based on the best interest of the Company at any

given point in time.

•The Board has exercised this discretion in the

past to separate the roles of Chairman and CEO,

at times electing an Independent Chair and, at

other times, an Executive Chair.

•The Board has determined for the time being that

combining the roles of Chairman and Chief

Executive Officer best positions the Company to

benefit from the Chief Executive Officer’s

successful long-term strategic vision and proven

execution, and provides clear, accountable and

unified leadership in advancing the Company’s

strategy and priorities.

•The Company has effectively allocated board

leadership responsibilities between the Chairman and

an actively engaged, independent Lead Director who

has robust responsibilities outlined in the Company’s

Governance Guidelines, providing experienced,

independent and effective leadership and oversight;

the independent Lead Director is further supported by

fully empowered Board committees.

•The Company’s strong governance practices already

enable effective and independent oversight by the

Board.

•Under its current policy, which provides flexibility as to

Board leadership, the Company has consistently

delivered exceptional financial performance, including

total shareholder returns for the one-, three-, five- and

ten-year periods ended December 31, 2025, of 22%,

64%, 129% and 220%, respectively.

•The proposal’s request is inconsistent with market

practice.

The Proposal Inappropriately Undermines the Flexibility of the Board 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 Interest of the Company at Any Given Point in Time.

The proposal’s prescriptive approach requiring a

mandatory policy would inappropriately limit the Board’s

ability to tailor its leadership structure to best manage the

Company in light of the specific circumstances at any

given time. The Board believes that it is best positioned to

determine the Company’s leadership structure and that it

is critical for the Board to maintain flexibility to determine

whether the roles of Chairman and CEO should be

combined or separated. The Board further believes that a

one-size-fits-all approach to corporate governance, with a

mandated independent Chairman, would not result in

better governance, oversight or Company performance.

Consistent with that belief, and in accordance with the

Company’s bylaws and Governance Guidelines, the

Board annually reviews its structure and elects a

Chairman in the manner it considers in the best interests

of the Company. The Board has exercised this discretion

in the past to separate the roles of Chairman and CEO, at

times electing an Independent Chair and, at other times,

an Executive Chair. The Board has determined for the

time being that combining the roles of Chairman and

Chief Executive Officer is in the best interest of the

Company because it best positions the Company to

benefit from the Chief Executive Officer’s successful long-

term strategic vision and proven execution, and provides

clear, accountable and unified leadership in advancing

the Company’s strategy and priorities.

The proponent cites no evidence that an independent

Board Chairman leads to better board oversight or

company performance. In fact, the Commission on Public

Trust and Private Enterprise, a “blue-ribbon” panel

convened by The Conference Board “to address the

causes of declining public and investor trust in

companies, their leaders and America’s capital markets,”

concluded that the various approaches public companies

take to strike a balance between the powers of the board

and those of the CEO – including separating the CEO

and Chairman roles or combining the CEO and Chairman

roles and establishing an independent lead director

position – are equally valid. See The Conference Board,

Commission on Public Trust and Private Enterprise:

Findings and Recommendations (2003) at pp. 2, 19,

available at https://www.conference-board.org/pdf_free/

SR-03-04.pdf. This conclusion was corroborated in 2017

by researchers who conducted an empirical economic

analysis and determined that “there does not appear to

be any compelling economic reason for public companies

to adopt any particular CEO/chairman structure.” In other

words, “there is no single board leadership structure that

is superior in achieving the appropriate balance between

the board and CEO functions and providing the oversight

that leads to corporate success.” See Simpson Thacher

and Rivel Corporate Governance Intelligence Council,

“CEO/Chairman Structure & Company Performance,”


2026 Proxy Statement \| The Travelers Companies, Inc.	91

SHAREHOLDER PROPOSALS

July 2017, available at stblaw.com/docs/default-source/

memos/firmmemo_rivel_07_20_17.pdf?sfvrsn=2.

The Board believes that it is in the best interest of

shareholders to maintain the flexibility for the Board to

select its leadership structure and that the proponent’s

inflexible approach is inadvisable.

The Company has an Actively Engaged, Independent Lead Director who has Robust Responsibilities

Outlined in the Company’s Governance Guidelines, Providing Experienced, Independent and

Effective Leadership and Oversight.

The Board believes that the responsibilities of its

independent Lead Director help to assure appropriate

oversight of the Company’s management by the Board

and optimal Board functioning. The Company’s

Governance Guidelines provide for the position of

independent Lead Director whenever the Chairman of the

Board is not independent.

The independent Lead Director is elected annually by the

independent directors and has comprehensive authority

and responsibilities similar to those typically associated

with an independent Chairman, including to:

•Approve Board meeting agendas and provide input on

information to be sent to the Board;

•Approve the Board meeting schedule;

•Convene, set the agendas for and chair the regular

executive sessions of the independent directors and

provide input to the CEO resulting from those sessions;

•Convene and chair other meetings of the independent

directors as deemed necessary from time to time;

•Act as a liaison between the independent directors,

committee chairs and the CEO and other members of

senior management;

•In concert with Board Committee Chairs, 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;

•Receive and review correspondence sent to the

Company’s office and addressed to the Board or to the

independent directors and, together with the CEO,

determine appropriate responses, if any; and

•Exercise such additional powers as may be conferred

by resolution of the Board or the Nominating and

Governance Committee.

Additionally, our independent Lead Director regularly

communicates with our Chairman and CEO and other

senior leaders on topics of importance to the Company

and communicates directly with shareholders as part of

our comprehensive shareholder outreach program.

Todd C. Schermerhorn currently serves as our

independent Lead Director and is also the Chairman of

the Board’s Risk Committee. Mr. Schermerhorn is a

highly experienced director who has held several board

and management leadership roles, including having

served on the boards of three other public companies.

Mr. Schermerhorn’s background and experience,

including his nearly 10 years of service on our Board,

provide him with a deep understanding of our business

that enhances his ability to provide strong oversight.

The Board believes that its existing leadership structure is

effective, facilitates the continued strong communication

and coordination between management and the Board

and enables the Board to fulfill its oversight

responsibilities.

The Company’s Strong Governance Practices Already Enable Effective and Independent Oversight

by the Board.

In addition to the Board’s strong independent Lead

Director and effective leadership structure, the

Company’s strong governance practices already support

independent and robust oversight of the Company. These

practices include:

•Annual election of all directors, reinforcing the Board’s

accountability to shareholders;

•Majority voting for directors with a director resignation

policy;

•Independence of all directors, other than the Chief

Executive Officer;

•Independence of all directors on each committee of the

Board, other than the Executive Committee;

•Stock ownership requirements for directors and annual

deferred stock awards that are not distributed until at

least six months following termination of a director’s

service, which align the interests of non-employee

directors and shareholders;

•Shareholder right to call special meetings; and

•Proxy access providing eligible shareholders the ability

to include director nominees in the Company’s proxy

statement.

Together with the significant responsibilities of the

Board’s independent Lead Director, the Company’s

governance practices enable effective and independent

oversight, without stripping the Board of its discretion to

determine its most appropriate leadership.


92	The Travelers Companies, Inc. \| 2026 Proxy Statement

SHAREHOLDER PROPOSALS

Under its Current Policy, Which Provides Flexibility as to Board Leadership, the Company has

Consistently Delivered Exceptional Financial Performance, Including Total Shareholder Returns for

The One-, Three-, Five- and Ten-year Periods Ended December 31, 2025 of 22%, 64%, 129% and

220%, Respectively.

Over the past decade, the Company has consistently

delivered exceptional performance, including:

•Growth in net written premiums of nearly 80%, from

approximately $25 billion to more than $44 billion in

2025;

•Growth in net income of more than 100%, from

approximately $3 billion to more than $6 billion in 2025;

•Growth in diluted earnings per share of more than

165% from $10.28 to $27.43 in 2025;

•Growth in cash flows from operations of more than

135%, from approximately $4.5 billion to approximately

$10.6 billion in 2025;

•Growth in book value per share of more than 80%,

from $83.05 to $151.21 in 2025;

•Growth in the Company’s investment portfolio of more

than 50% to more than $106 billion in 2025;

•Remarkable average return on equity of 13.1%—more

than 1,000 basis points above the 10-year Treasury,

with industry-low volatility;

•Dividend increases each year and growth of dividends

per share at an average annual rate of 6.2%; and

•Approximately $26 billion of excess capital returned to

shareholders through dividends and share

repurchases.

Our total return to shareholders for the one-, three-, five-

and ten-year periods ended December 31, 2025, was

approximately 22%, 64%, 129% and 220%, respectively.

As shown in the following chart, since the 2008 financial

crisis, our total shareholder return exceeded the return of

each of the Dow Jones Industrial Average, the S&P 500

Index 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.

The Proposal’s Request is Inconsistent With Market Practice.

A mandatory, inflexible policy requiring an independent

Chairman as requested by the proposal is contrary to

market practice. The Company’s leadership structure is

consistent with those of the overwhelming majority of

companies in the Dow 30, only one of which has a policy

requiring an independent Chairman as is called for in the

proposal and only five of which have an independent

Chairman. In addition, as of January 2026, only one of

the 76 companies included in the S&P 500 Financials

index has a policy mandating an independent chairman,

as required by the proposal.


2026 Proxy Statement \| The Travelers Companies, Inc.	93

SHAREHOLDER PROPOSALS

Summary

The Board believes that the proposal’s request is unwarranted and not in the best interest of shareholders because:

•the proposal inappropriately undermines the flexibility of the Board to determine whether the roles of Chairman and

CEO should be combined or separated, based on the best interest of the Company at any given point in time:

•the Board has exercised this discretion in the past to separate the roles of Chairman and CEO, at times electing

an Independent Chair and, at other times, an Executive Chair; and

•the Board has determined for the time being that combining the roles of Chairman and Chief Executive Officer

best positions the Company to benefit from the Chief Executive Officer’s successful long-term strategic vision

and proven execution, and provides clear, accountable and unified leadership in advancing the Company’s

strategy and priorities;

•the Company has effectively allocated board leadership responsibilities between the Chairman and an actively

engaged, independent Lead Director who has robust responsibilities, providing experienced, independent and

effective leadership and oversight, and the independent Lead Director is further supported by fully empowered Board

committees;

•the Company’s strong governance practices already enable effective and independent oversight by the Board;

•under its current policy, which provides flexibility as to Board leadership, the Company has consistently delivered

exceptional financial performance; and

•the proposal’s request is inconsistent with market practice.

For the above reasons, your Board recommends you vote AGAINST this proposal.


94	The Travelers Companies, Inc. \| 2026 Proxy Statement

OTHER INFORMATION

Share Ownership Information

Directors and Executive Officers

The following table shows, as of March 23, 2026, 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 23, 2026(1)
Name of Beneficial Owner	Shares Owned Directly and Indirectly(2)	Stock Options Exercisable Within 60 Days of March 23, 2026(3)	Stock Equivalent Units(4)	Total Stock- Based Ownership(5)
Alan D. Schnitzer	314,215	759,510	—	1,073,725
Daniel S. Frey	27,534	56,333	—	83,867
Gregory C. Toczydlowski	18,701	231,131	—	249,832
Avrohom J. Kess	50,862	264,332	—	315,194
Michael F. Klein	47,006	115,311	—	162,317
Russell G. Golden	—	—	—	—
Thomas B. Leonardi	—	—	—	—
Clarence Otis Jr.	—	—	—	—
Elizabeth E. Robinson	—	—	—	—
Rafael Santana	—	—	—	—
Todd C. Schermerhorn	—	—	—	—
Laurie J. Thomsen	1,874	—	1,385	3,259
Bridget van Kralingen	—	—	—	—
David S. Williams	—	—	—	—
All Directors and Executive Officers as a Group (22 persons)(6)	1,001,621	1,955,268	1,385	2,958,274

(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 23, 2026, (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 1.38% 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; and (C) shares held by family

members of the following: Mr. Schnitzer—11,091 shares held by his spouse; and Ms. Thomsen—200 shares held by her spouse.

(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 23, 2026.

(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 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 23, 2026. 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 2025” table for detail regarding each director’s common stock units and deferred stock unit

holdings as of December 31, 2025.

(5)These amounts are the sum of the number of shares shown in the prior columns. As of March 23, 2026, 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

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.


2026 Proxy Statement \| The Travelers Companies, Inc.	95

OTHER INFORMATION


Name	Shares Owned Directly and Indirectly	Stock Equivalent Units		Total
Name	Shares Owned Directly and Indirectly	Vested	Unvested	Total
Golden	—	3,719	1,540	5,259
Leonardi	—	4,293	1,540	5,833
Otis	—	15,685	1,540	17,225
Robinson	—	10,645	1,540	12,185
Santana	—	3,081	1,540	4,621
Schermerhorn	—	12,725	1,540	14,265
Thomsen	1,874	60,395	811	63,080
van Kralingen	—	3,081	1,540	4,621
Williams	—	937	1,540	2,477

(6)Includes an aggregate of 22,333 shares of common stock beneficially owned by these individuals in trust and 13,797 shares of common

stock held by family members.

5% Owners

The following table provides information about shareholders known to us as of March 23, 2026 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(5)
The Vanguard Group 100 Vanguard Boulevard, Malvern, PA 19355	22,177,978	(1)	10.43%
BlackRock, Inc. 50 Hudson Yards, New York, NY 10001	17,219,168	(2)	8.10%
State Street Corporation State Street Financial Center 1 Congress Street, Suite 1, Boston, MA 02114	15,818,206	(3)	7.44%
FMR LLC 245 Summer Street, Boston, MA 02210	15,072,586.57	(4)	7.09%

(1)Based solely on the most recent Schedule 13G filed by Vanguard with the SEC on February 5, 2026, as of January 30, 2026 Vanguard had

(1) shared voting power with respect to 2,228,435 shares of common stock, and (2) shared dispositive power with respect to 22,177,978

shares of common stock.

(2)Based solely on the most recent Schedule 13G filed by BlackRock with the SEC on April 17, 2025, as of March 31, 2025 BlackRock, Inc.

had (1) sole voting power with respect to 15,442,240 shares of common stock and (2) sole dispositive power with respect to 17,219,168

shares of common stock.

(3)Based solely on the most recent 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 the most recent Schedule 13G filed by Fidelity with the SEC on May 12, 2025, as of March 31, 2025 Fidelity had (1) sole

voting power with respect to 11,275,811.33 shares of common stock and (2) sole dispositive power with respect to 15,072,586.57 shares of

common stock.

(5)Percentage is calculated based on the number of shares of the Company’s common stock outstanding on March 23, 2026.


96	The Travelers Companies, Inc. \| 2026 Proxy Statement

OTHER INFORMATION

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 2025, our last completed fiscal

year:

•The median of the annual total compensation of all

employees of our company (other than Mr. Schnitzer)

was $132,067;

•The annual total compensation of Mr. Schnitzer was

$26,983,859; 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 204

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 2025:

•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 $140,948; 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 191 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

There have been no material changes in our employee

population or employee compensation arrangements in

our last completed fiscal year that we believe would

significantly impact our pay ratio disclosure. Accordingly,

as permitted under the SEC’s disclosure rules, we are

using the same median employee as we used for our

2023 pay ratio.

In accordance with SEC rules, we selected December 31,

2023, which is the last day of our fiscal year, as the date

upon which we would identify the “median 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.


2026 Proxy Statement \| The Travelers Companies, Inc.	97

OTHER INFORMATION

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.

Although there were no material changes in our

employee population or employee compensation

arrangements in 2024 that we believe would significantly

impact our supplemental pay ratio disclosure, the median

employee used for purposes of our supplemental

disclosure was promoted during 2024, which would have

resulted in a significant change in our supplemental pay

ratio disclosure. Accordingly, as permitted under SEC

rules, for 2024, we chose to use an alternate employee

for purposes of our supplemental ratio who had

substantially similar measurement date compensation to

that of the initial median employee identified for this

purpose. For 2025, we used the same individual for our

supplemental disclosure.

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 2025 in accordance

with the requirements of Item 402(c)(2)(x) of Regulation

S-K, resulting in annual total compensation of $132,067

for the required ratio and $140,948 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 2025,

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, and such

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 2025 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 include 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 unsettled 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 2025 are

scheduled to vest in February 2028 and performance shares granted in February 2025 have a three-year performance

period from January 1, 2025 to December 31, 2027.

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., 2025) 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., 2024) 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.


98	The Travelers Companies, Inc. \| 2026 Proxy Statement

OTHER INFORMATION

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 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
2025	26,968,756	55,596,018	8,174,511	13,858,763	228.51	223.20	6,288	19.4%
2024	23,059,498	61,198,386	7,179,524	15,151,245	186.72	194.97	4,999	17.2%
2023	22,730,072	27,638,689	6,700,056	7,669,397	145.01	152.45	2,991	11.5%
2022	21,072,397	50,398,377	6,328,959	12,329,181	139.52	138.86	2,842	11.3%
2021	19,853,697	37,338,163	5,876,115	9,387,843	113.97	134.26	3,662	13.7%

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” of the Company’s proxy statement for the

relevant year(s).

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 2025, the following adjustments were made to the amounts reported for Mr. Schnitzer in the Summary Compensation

Table:


Description	2025 ($)
Change in Pension Value Deduction	858,190
Pension Service Cost Addition	267,500
Prior Pension Service Cost Addition	—
Stock Awards Deduction	9,417,364
Option Awards Deduction	6,100,056
Stock and Option Awards Addition(a)	44,735,372

(a)For 2025, the amount added includes (1) a revaluation as of December 31, 2025 with respect to outstanding and unvested options

awarded on February 4, 2025; (2) the change in value for the period from December 31, 2024 to December 31, 2025 with respect to

outstanding and unvested options awarded on February 6, 2024 and February 7, 2023; (3) the change in value for the period from

December 31, 2024 to the vesting date on February 8, 2025 with respect to options awarded on February 8, 2022; (4) a revaluation as of

December 31, 2025 with respect to unvested performance shares awarded on February 4, 2025; and (5) the change in value for the

period from December 31, 2024 to December 31, 2025 with respect to unvested performance shares awarded on February 6, 2024 and

with respect to unsettled performance shares awarded on February 7, 2023.

For 2025, 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 ($)
2025	29,265,310	9,811,876	—	5,658,186	—	—	44,735,372


2026 Proxy Statement \| The Travelers Companies, Inc.	99

OTHER INFORMATION

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, 2025 in the Company’s Annual Report on Form 10-K filed with the SEC on February 12, 2026. With

regard to stock option awards to retirement eligible NEOs or NEOs who become retirement eligible before an award’s vesting date, the

full amount of expense is recognized in the financial statements at the date of grant or the period from date of grant up to the date the

NEO becomes retirement eligible 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, 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) fair value measurements in accordance with the

guidance in FASB Topic 718 using assumptions discussed in Note 14 to our financial statements for the fiscal year ended December 31,

2025 included in the Company’s Form 10-K, and (2) an adjustment to the estimated number of shares expected to be awarded based on

the actual performance for any completed performance year and an assumption regarding the attainment of the performance goals for

the remaining performance period, and 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” of

the Company’s proxy statement for the relevant year(s).

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, these 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 2025, the following adjustments were made to the amounts reported for Messrs. Frey, Toczydlowski, Kess and Klein in

the Summary Compensation Table:


Description	2025 ($)
Change in Pension Value Deduction	387,762
Pension Service Cost Addition	128,600
Prior Pension Service Cost Addition	—
Stock Awards Deduction	1,844,865
Option Awards Deduction	1,195,009
Stock and Option Awards Addition(a)	8,983,288