2018 Guide to Effective Proxies

2.17.1 CD&A table of contents | 239 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES Executive Compensation Compensation Discussion & Analysis Executive Summary 66 Compensation Program Overview 73 Our Compensation Philosophy 73 What We Reward: Individual and Company Performance Criteria 74 Components of Total Direct Compensation 75 Compensation Practices and Policies 76 The Relationship of Compensation to Risk 78 How We Use Peer Group Data in Determining Compensation 80 How We Determine Total Direct Compensation Pay Mix 81 Elements of Total Direct Compensation 81 Variable Compensation 82 Stock Option and Restricted Stock Grants: Timing and Pricing 85 HowWe Determine and Approve NEO Compensation 86 2017 NEO Total Direct Compensation and Performance Summary 88 Executive Compensation Tables 94 The following Compensation Discussion & Analysis describes the 2017 compensation program for our named executive officers (NEOs). For 2017, our named executive officers were: Evan G. Greenberg Chairman, President and Chief Executive Officer Philip V. Bancroft Chief Financial Officer John W. Keogh Executive Vice Chairman and Chief Operating Officer Paul J. Krump President, North America Commercial and Personal Insurance John J. Lupica Vice Chairman; President, North America Major Accounts and Specialty Insurance We determine which of our executive officers comprise our NEOs based on applicable SEC rules. Our Executive Management as determined under Swiss law consists of the first three officers above, but not Messrs. Krump or Lupica. Joseph F. Wayland, our General Counsel, is part of Executive Management under Swiss law but is not an NEO this year. Chubb Limited 2018 Proxy Statement 65 CHUBB LIMITED