Chubb Limited Outside Directors Compensation Parameters February 2017
EX-10.12 3 cb-12312016xex1012.htm EXHIBIT 10.12 Exhibit
Exhibit 10.12
Chubb Limited
Outside Directors Compensation Parameters
February 2017
• | Annual Retainer Fee of $290,000. Paid $170,000 in restricted stock and $120,000 cash or, at the election of the director, $290,000 in restricted stock. Includes expectation of service on up to two committees (not counting service on Executive Committee). No fees are payable for regular board or committee meetings. |
• | Annual premiums for committee chairs and lead director: |
- Audit-$35,000
- Compensation-$25,000
- Nominating & Governance-$20,000
- Risk & Finance-$20,000
- Lead director-$50,000
• | Annual premiums for selected committee service (non-chair): None. |
• | Committee chair and lead director service premiums are payable in cash quarterly or, at the election of the director, in restricted stock annually. |
• | Meeting fees for “special” meetings (required to consider transactions or other special circumstances, as determined jointly by the Lead Director and Chairman): $2,000 per telephone meeting, $3,000 for ‘in person’ meetings. Payable in cash quarterly. Meeting fees as described in this paragraph shall be payable as determined by the Nominating & Governance Committee, but in all cases subject to availability, taking into account paid and allocable Retainer Fees and premiums described above, within the annual compensation cap approved by shareholders. |
• | Restricted stock will be awarded at beginning of the plan year (i.e. the date of the Annual General Meeting) and become non-forfeitable at end of the plan year, provided that the grantee has remained a Chubb director continuously during that plan year. Increases shall be paid on a pro-rated basis, based on date of award. |