Chubb : 2022 Chubb Proxy Statement

Invitation and Proxy Statement for the 2022 Annual General Meeting of Shareholders

Who We Are

Notice of Chubb Limited 2022 Annual General Meeting of Shareholders

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

Proxy Mailing Date

On or about April 6, 2022

• 1 Approval of the management report, standalone financial statements and consolidated financial statements of Chubb Limited for the year ended

• December 31, 2021

• 2 Allocation of disposable profit and distribution of a dividend from reserves

  • 2.1 Allocation of disposable profit

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

• 3 Discharge of the Board of Directors

• 4 Election of Auditors

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

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

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

• 5 Election of the Board of Directors

• 6 Election of the Chairman of the Board of Directors

• 7 Election of the Compensation Committee of the Board of Directors

• 8 Election of Homburger AG as independent proxy

Notice of Internet availability of proxy materials: Shareholders of record are being mailed, on or around April 6, 2022, a Notice of Internet Availability of Proxy Materials providing instructions on how to access the proxy materials and our Annual Report on the Internet, and if they prefer, how to request paper copies of these materials.

Due to the coronavirus (COVID-19) pandemic and in accordance with COVID-19 regulations issued by the Swiss government, in-person attendance at the Annual General Meeting by shareholders is not permitted, and shareholders may only exercise their voting rights by providing proxy voting instructions in advance of the Annual General Meeting. See "Information About the Annual General Meeting and Voting" in this proxy statement for further information, including how to vote your shares.

By Order of the Board of Directors,

Joseph F. Wayland

Executive Vice President, General Counsel and Secretary April 4, 2022

Zurich, Switzerland

• 9 Amendment to the Articles of Association relating to authorized share capital for general purposes

• 10 Reduction of share capital

• 11 Approval of the maximum compensation of the Board of Directors and Executive Management

  • 11.1 Compensation of the Board of Directors until the next annual general meeting

  • 11.2 Compensation of Executive Management for the next calendar year

• 12 Advisory vote to approve executive compensation under U.S. securities law requirements

• 13 Shareholder proposal regarding a policy restricting underwriting of new fossil fuel supplies

• 14 Shareholder proposal regarding a report on greenhouse gas emissions

Your vote is important. Please vote as promptly as possible by following the instructions on your Notice of Internet Availability of Proxy Materials.

Chubb encourages shareholders to voluntarily elect to receive all proxy materials (including the notice of availability of such materials) electronically, which gives you fast and convenient access to the materials, reduces our impact on the environment and reduces printing and mailing costs. If you are a shareholder of record, visitwww.envisionreports.com/CBfor instructions. If you are a beneficial owner, visitwww.proxyvote.comor contact your bank, broker or other nominee.

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

Corporate Governance 53

Overview 53

Our Corporate Governance Framework 54

Governance Practices and Policies that Guide Our Actions 56

Citizenship at Chubb 58

The Board of Directors 60

Board Leadership Structure 62

The Committees of the Board 63

Board Oversight of Our Independent Advisors 65

Board Oversight of Risk and Risk Management 66 What Is Our Related Party Transactions Approval Policy and What Procedures

Do We Use To Implement It? 67

What Related Party Transactions Do We Have? 68

Delinquent Section 16(a) Reports 70

Director Compensation 71

Information About Our Share Ownership 74

How Many Shares Do Our Directors, Nominees and

SEC Executive Officers Own? 74

Which Shareholders Own More Than 5% of Our Shares? 75

Compensation Committee Report 76

Executive Compensation 77

Compensation Discussion & Analysis 77

CD&A Table of Contents 77

Executive Summary 78

The Relationship of Compensation to Risk 89

Summary Compensation Table 103

Employment Arrangements 105

Employee Stock Purchase Plan 105

Indemnification Agreements 105

Grants of Plan-Based Awards 106

Outstanding Equity Awards at Fiscal Year End 107

Option Exercises and Stock Vested 109

Pension Benefits 110

Nonqualified Deferred Compensation 111

Potential Payments upon Termination or Change in Control 113

Median Employee Pay Ratio 117

Audit Committee Report 118

Information About the Annual General Meeting and Voting 121

Shareholder Submitted Agenda Items for an Annual General Meeting 127

Non-GAAP Financial Measures 128