Current Director Compensation Program as of May 20, 2021

Summary

This document outlines the compensation program for directors of the company as of May 20, 2021. Directors receive an annual retainer of $135,000, paid quarterly in cash or deferred stock units. They are also granted an annual deferred stock award of $180,000, which vests before the next annual shareholder meeting and is distributed after their service ends. Additional fees are paid to committee chairs and the Lead Director, with amounts varying by committee. The program specifies payment timing and options for deferred compensation.

EX-10.2 2 trv-6302021xex10210q.htm EX-10.2 Document

EXHIBIT 10.2

CURRENT DIRECTOR COMPENSATION PROGRAM

As of May 20, 2021

1.Annual Retainer: $135,000 - Paid in quarterly installments in arrears at the end of each quarter in cash or, if the director so elects, in deferred stock units to be distributed at a later date designated by the director.

2.Annual Deferred Stock Award: $180,000 (effective with respect to awards granted after December 31, 2021) – Awarded in February to incumbent directors who are nominated for re-election at the next shareholders’ meeting in the form of deferred stock units. Deferred stock units vest one day prior to the date of the annual shareholder meeting occurring in the year following the year of the date of grant. Vested deferred stock units are distributed either in a lump sum six months after termination of service as a director or, if the director so elects, in annual installments beginning at least six months following termination of service as a director.

3.Committee Chair Fees: The annual amount of committee chair fees, which are paid quarterly in arrears, are as follows: Audit - $30,000, Compensation - $30,000, Nominating and Governance - $25,000, Investment and Capital Markets - $25,000 and Risk - $30,000.

4.Lead Director: The Lead Director will be paid $50,000 per year (payable in arrears in quarterly installments as of the last business day of each quarter).