Chubb Ltd DEF 14A 2008
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SECURITIES AND EXCHANGE COMMISSION
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By order of the Board of Directors,
W. Andrew Macan
Vice President and Secretary
March 20, 2008
2008 ANNUAL MEETING OF SHAREHOLDERS
TABLE OF CONTENTS
Our Board of Directors (our Board) has provided you with these proxy materials in connection with its solicitation of proxies to be voted at the 2008 Annual Meeting of Shareholders (the 2008 Annual Meeting). We will hold the 2008 Annual Meeting on Tuesday, April 29, 2008 in the Amphitheater at The Chubb Corporation, 15 Mountain View Road, Warren, New Jersey 07059, beginning at 10:00 a.m., local time. Please note that throughout these proxy materials we may refer to The Chubb Corporation as Chubb, we, us or our. We mailed the instructions for accessing our annual meeting materials, which include this proxy statement and our 2007 Annual Report, on or before March 20, 2008.
As permitted by rules recently adopted by the Securities and Exchange Commission (the SEC), we have made our annual meeting materials available to our shareholders electronically via the internet. On or before March 20, 2008, we mailed to our shareholders a notice containing instructions on how to access our annual meeting materials, how to request written copies of these materials and how to vote online or by telephone. Unless you affirmatively request a paper copy of our annual meeting materials by following the instructions set forth in the notice, you will not receive a paper copy of our annual meeting materials in the mail. However, due to an ambiguity in the regulations promulgated under the Employee Retirement Income Security Act of 1974, as amended (ERISA), unless we have previously received a written consent to deliver our annual meeting materials electronically, we have assumed that participants in the Capital Accumulation Plan of The Chubb Corporation (the CCAP) have affirmatively requested paper copies of our annual meeting materials and, therefore, will be mailing copies of the annual meeting materials to such participants in the CCAP.
The SECs rules also permit us to deliver a single notice or set of annual meeting materials to one address shared by two or more of our shareholders. This delivery method is referred to as householding and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one notice or set of annual meeting materials to multiple shareholders who share an address, unless we received contrary instructions from such impacted shareholders prior to our mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the notice or set of annual meeting materials, as requested, to any shareholder at the shared address to which a single copy of those documents was delivered. For future meetings, if you prefer to receive separate copies of our annual meeting materials, please contact Broadridge Financial Solutions, Inc. at 800-542-1061 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. If you are currently a shareholder sharing an address with another shareholder and wish to receive only one copy of future notices, proxy statements and annual reports for your household, please contact Broadridge at the above phone number or address.
Our Board has set March 10, 2008 as the record date for the 2008 Annual Meeting. Shareholders of record of our common stock at the close of business on March 10, 2008 may vote at the 2008 Annual Meeting.
Each shareholder has one vote for each share of common stock owned at the close of business on the record date. On the record date, 367,582,648 shares of our common stock were outstanding.
If your shares are registered in your name with BNY Mellon Shareowner Services, our dividend agent, transfer agent and registrar, you are considered a shareholder of record, and the notice containing instructions on accessing our annual meeting materials online or requesting a paper copy thereof is being sent directly to you by us. Shareholders of record can vote in person at the 2008 Annual Meeting or give their proxy to be voted at the 2008 Annual Meeting in any one of the following ways:
If you are a participant in the CCAP, your proxy will include all shares allocated to you in the CCAP (Plan Shares), which you may vote in person at the 2008 Annual Meeting or over the internet, by telephone or, provided that you have not delivered a written consent to receive our annual meeting materials electronically, by completing and mailing the proxy card accompanying your paper copy of the annual meeting materials. Your proxy will serve as a voting instruction for the trustee of the CCAP. If your voting instructions are not received by April 25, 2008, any Plan Shares you hold will be voted in proportion to the way the other participants in the CCAP vote their shares.
You are considered to be the beneficial owner of shares held for you in an account by a broker, bank or other nominee. Instructions for accessing, or requesting paper copies of, our annual meeting materials are being forwarded to you with respect to those shares by your broker, bank or nominee who is the shareholder of record. You have the right to direct your broker, bank or nominee on how to vote, and you may also attend the 2008 Annual Meeting. Your broker, bank or nominee has enclosed a voting instruction card. Beneficial owners of shares who wish to vote at the 2008 Annual Meeting must obtain a legal proxy from their broker, bank or nominee and present it at the 2008 Annual Meeting. The availability of telephone and internet voting for beneficial owners will depend on the voting processes of the broker, bank or nominee. Please refer to the voting instructions of your broker, bank or nominee for directions as to how to vote shares that you beneficially own.
Whether you vote over the internet, by telephone or by mail, you can specify whether you vote your shares for or against each of the nominees for election as a director (Proposal 1 on the proxy card). You can also specify whether you vote for or against or abstain from the ratification of Ernst & Young LLP as independent auditor (Proposal 2 on the proxy card).
If you duly execute the proxy card but do not specify how you want to vote, your shares will be voted as our Board recommends, which is FOR the election of each of the nominees for director as set forth under Proposal 1 below and FOR ratification of the appointment of Ernst & Young LLP as independent auditor as described in Proposal 2 below.
If you are a shareholder of record or a holder of Plan Shares, you may revoke your proxy at any time before it is exercised in any of four ways:
You will not revoke a proxy merely by attending the 2008 Annual Meeting. To revoke a proxy, you must take one of the actions described above.
If you hold your shares in a brokerage or other account, you may submit new voting instructions by contacting your broker, bank or nominee.
The presence, in person or by proxy, of the holders of a majority of all outstanding shares of our common stock entitled to vote at the 2008 Annual Meeting is necessary to constitute a quorum. Both of the proposals to be voted upon at the 2008 Annual Meeting requires the affirmative vote of a majority of the votes cast on the proposal at the 2008 Annual Meeting. Abstentions are counted as shares present at the 2008 Annual Meeting for purposes of determining a quorum. Similarly, shares which brokers do not have the authority to vote in the absence of timely instructions from beneficial owners (broker non-votes) also are counted as shares present at the 2008 Annual Meeting for purposes of determining a quorum. Abstentions and broker non-votes are not considered votes cast and will not be counted either for or against these proposals and, accordingly, will have no effect on the outcome of the vote for Proposals 1 and 2.
Our Board currently is not aware of any matters other than those specifically stated in the Notice of 2008 Annual Meeting of Shareholders to be presented for action at the 2008 Annual Meeting. If any matter other than those stated in the Notice of 2008 Annual Meeting of Shareholders is presented at the 2008 Annual Meeting on which a vote may properly be taken, the shares represented by proxies will be voted in accordance with the judgment of the person or persons voting those shares.
Any action on the items of business described above may be considered at the 2008 Annual Meeting at the time and on the date specified above or at any time and date to which the 2008 Annual Meeting may be properly adjourned or postponed.
We have prepared a combined Form 10-K for the year ended December 31, 2007 and 2007 Annual Report to Shareholders (the 2007 Annual Report) in accordance with the rules of the SEC. The 2007 Annual Report is not a part of the proxy soliciting materials. However, the instructions for accessing the 2007 Annual Report online and for requesting a paper copy are included in the notice you received regarding our annual meeting materials. The 2007 Annual Report is available on our website at www.chubb.com/investors, as well as on a website maintained by Broadridge at www.proxyvote.com. It also is available without charge by sending a written request to our Corporate Secretary at 15 Mountain View Road, Warren, New Jersey 07059.
All 2008 Annual Meeting attendees may be asked to present a valid, government-issued photo identification (federal, state or local), such as a drivers license or passport, and proof of beneficial ownership if you hold your shares through a broker, bank or other nominee before entering the 2008 Annual Meeting. Attendees may be subject to security inspections. Video and audio recording devices and other electronic devices will not be permitted at the 2008 Annual Meeting.
Our Board and management have a strong commitment to effective corporate governance. We have in place a comprehensive corporate governance framework for our operations which, among other things, takes into account the requirements of the Sarbanes-Oxley Act of 2002, the SEC and the New York Stock Exchange (NYSE). The key components of this framework are set forth in the following documents:
Copies of these documents are available on our website at www.chubb.com/investors. Copies also are available without charge by sending a written request to our Corporate Secretary.
Our Corporate Governance Guidelines address a number of policies and principles employed in the operation of our Board and our business generally, including our policies with respect to:
Our Board has established our Governance Committee which is comprised solely of directors satisfying the independence requirements of the NYSE. A copy of the charter of our Governance Committee is available on our website at www.chubb.com/investors. Copies also are available by sending a written request to our Corporate Secretary. Our Governance Committee is responsible, among other things, for:
We require that a majority of the directors on our Board meet the criteria for independence under applicable law and the requirements of the NYSE. We believe that variety in the lengths of service among the directors benefits us and our shareholders. Accordingly, we do not have term limits for service on our Board. As an alternative to term limits, all director nominations are considered annually by our Governance Committee. Individuals who would be age 72 or older at the time of election are ineligible for nomination to serve on our Board. While our Board does not require that in every instance directors who retire or change from the position they held when they were elected to our Board resign, it does require that our Governance Committee consider the desirability of continued Board membership under the circumstances.
Our Governance Committee considers a number of factors in selecting director candidates, including:
Our Governance Committee has the discretion to weight these factors as it deems appropriate. The importance of these factors may vary from candidate to candidate.
The primary purpose of our nominating procedures is to identify and recruit outstanding individuals to serve on our Board. Our Board has delegated responsibility for identifying director candidates to our Governance Committee, which meets periodically to consider the slate of nominees for election at our next annual meeting of shareholders. If appropriate, our Governance Committee schedules follow-up meetings and interviews with potential candidates. Our Governance Committee submits its recommended nominee slate to our Board for approval.
Our Governance Committee will consider candidates recommended by directors, members of management and our shareholders. In addition, as it did during 2007 in connection with the recruitment of Messrs. McGuinn and Søderberg, our Governance Committee is authorized to engage one or more search firms to assist in the recruitment of director candidates.
The procedures for shareholders to propose director candidates are set forth in Article I, Section 10 of our By-Laws. For a shareholder proposed candidate to be considered, in addition to complying with the notice period described in our By-Laws, the shareholder must provide:
Our Governance Committee may make such additional inquiries of the candidate or the proposing shareholder as our Governance Committee deems appropriate. This information is necessary to allow our Governance Committee to evaluate the shareholders proposed candidate on the same basis as those candidates referred through directors, members of management or by consultants retained by our Governance Committee.
Shareholders wishing to propose a candidate for consideration should refer to Article I, Section 10 of our By-Laws, the information set forth under the heading 2008 Shareholder Proposals and Nominations and the SEC rules applicable to shareholder proposal submission procedures.
In uncontested elections, our directors are elected by the affirmative vote of a majority of the votes cast. In the event that an incumbent director receives less than the affirmative vote of a majority of the votes cast and the director would otherwise remain in office by operation of New Jersey law, the affected director is required to tender
his or her resignation. Our Governance Committee is required to promptly consider the resignation and make a recommendation to our Board as to whether or not to accept such resignation. Our Board is required to take action with respect to our Governance Committees recommendation within 90 days after the date of the election. These procedures are described in full in our Corporate Governance Guidelines.
Our Governance Committee reviews each directors independence annually in accordance with the standards set forth in our Corporate Governance Guidelines and the requirements of the NYSE. No member of our Board will be considered independent unless our Governance Committee determines that the director has no material relationship with us that would affect the directors independence and that the director satisfies the independence requirements of all applicable laws, rules and regulations. To facilitate the analysis of whether a director has a relationship with us that could affect his or her independence, our Board has identified in our Corporate Governance Guidelines the following categories of relationships which should not affect a directors independence or are deemed immaterial and, therefore, are not considered by our Governance Committee in determining director independence:
Our Board reviewed director independence in 2007 based on the assessment of our Governance Committee. As a result of this review, our Board determined that each of our directors, other than John D. Finnegan, who is our Chairman, President and Chief Executive Officer, was independent as defined in the listing standards of the NYSE and, in the case of the members of our Audit Committee, Section 10A(m)(3) of the Exchange Act.
Our Governance Committee has adopted a written policy governing the review and approval of transactions in which we are a participant and in which any of our officers, our directors, holders of five percent or more of our common stock or any of their respective immediate family members (as defined by the SEC) has a material direct or indirect interest. These individuals collectively are referred to as related persons. This policy prohibits us from participating in any transaction in which a related person has a direct or indirect material interest unless:
In the event that a related person inadvertently fails to obtain the appropriate approvals prior to engaging in a transaction in which the related person has a material direct or indirect interest and in which we are a participant, the
related person is required to seek ratification of the transaction by the appropriate decision maker referenced above as soon as reasonably practicable after discovery of such failure.
Our Governance Committee has identified categories of transactions that are appropriate and generally do not give rise to conflicts of interest or the appearance of impropriety, which, accordingly, do not require approval or ratification. These categories of transactions, referred to as permitted transactions under the policy, are:
Related person transactions during 2007 are discussed under the heading Certain Transactions and Other Matters.
Our Board annually elects an independent director to serve as Lead Director to ensure our Boards independence and proper functioning when, as is currently the case, the offices of Chief Executive Officer and Chairman of the Board are combined. The Lead Director has the following authority:
The Lead Director serves on our Executive Committee and is eligible to serve on any or all other committees of our Board. The office of Lead Director is not subject to term limits. Joel J. Cohen has served as our Lead Director since December 2003 when Mr. Finnegan succeeded Mr. Cohen as Chairman of the Board.
Parties interested in contacting our Board, the Chairman of the Board, the Lead Director, the independent directors as a group or any individual director are invited to do so by writing to them in care of our Corporate Secretary at:
The Chubb Corporation
15 Mountain View Road
Warren, New Jersey 07059
Complaints and concerns relating to our accounting, internal controls over financial reporting or auditing matters should be communicated to our Audit Committee using the procedures described below. Communications addressed to a particular director will be referred to that director. All other communications addressed to our Board will be referred to our Lead Director and tracked by the Corporate Secretary.
Complaints and concerns relating to our accounting, internal controls over financial reporting or auditing matters should be communicated to our Audit Committee, which consists solely of non-employee directors. Any such communication may be anonymous and may be reported to our Audit Committee through our General Counsel by writing to:
Executive Vice President and General Counsel
The Chubb Corporation
15 Mountain View Road
Warren, New Jersey 07059
All such concerns will be reviewed under our Audit Committees direction and oversight by the General Counsel, our Internal Audit Department or such other persons as our Audit Committee determines to be appropriate. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review. Prompt and appropriate corrective action will be taken when and as warranted in the judgment of our Audit Committee. The General Counsel will prepare a periodic summary report of all such communications for our Audit Committee.
Our Code of Business Conduct provides that we will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment based upon any lawful actions of such employee with respect to good faith reporting of complaints regarding accounting matters or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002.
As of the mailing date of this proxy statement, our Chief Executive Officer and Chief Financial Officer have timely delivered the certifications required under applicable rules of the SEC and the NYSE.
Our directors are expected to attend all Board meetings, meetings of committees on which they serve and the annual meeting of shareholders. Nine of our directors attended the 2007 Annual Meeting of Shareholders. Directors also are expected to spend the time needed and to meet as frequently as necessary to properly discharge their responsibilities. In 2007, our Board met 10 times. All of our incumbent directors attended at least 75% of the meetings of our Board and the committees on which they serve.
Our Audit Committee is directly responsible for the appointment, compensation and retention (or termination) of our independent auditor. Our Audit Committee also is responsible for the oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the independence and qualifications of our independent auditor, the performance of our internal audit function and independent auditor and other significant financial matters. For 2007, our Board designated Joel J. Cohen and Daniel E. Somers as our audit committee financial experts (as defined by SEC rules). In 2007, our Audit Committee met eight times. The Audit Committee Report for 2007 is set forth under the heading Audit Committee Report.
Each member of our Compensation Committee satisfies the independence requirements of the NYSE and the independence standards set forth in our Corporate Governance Guidelines. Our Compensation Committees primary responsibilities include establishing our general compensation philosophy and overseeing the development, implementation and administration of our compensation, benefit and perquisite programs. It also evaluates the performance and sets all aspects of the compensation paid to our Chief Executive Officer and reviews and approves the compensation paid to our other executive officers. In addition, our Compensation Committee is responsible for recommending the form and amount of compensation for our non-employee directors to our Governance Committee. The principle duties and responsibilities of our Compensation Committee are set forth in its charter, which is available on our website at www.chubb.com/investors.
In 2007, our Compensation Committee met five times.
During the first quarter of each year, our Compensation Committee evaluates our performance relative to the pre-established goals under The Chubb Corporation Annual Incentive Compensation Plan (2006) (the Annual Incentive Plan), in the case of annual incentive compensation, The Chubb Corporation Long-Term Stock Incentive Plan (2004) (the 2004 Employee Plan), in the case of long-term incentive awards, and for certain other plans in which our named executive officers identified under the heading Executive CompensationSummary Compensation Table (our NEOs) do not participate. In addition, our Compensation Committee evaluates our Chief Executive Officers overall individual performance and contributions over the prior year. Our Chief Executive Officer presents our Compensation Committee with his evaluation of each of the other NEOs, which includes a review of contributions and performance during the prior year, strengths, weaknesses, development plans,
succession potential and compensation recommendations. Our Compensation Committee then makes a final determination of compensation amounts for each NEO with respect to each of the elements of the executive compensation program for both compensation based on prior year performance and target compensation for the current year.
Mid-year, typically in June, our Compensation Committee considers each NEOs total compensation as compared with that of the named executive officers of a peer group of companies. Information regarding this peer group analysis is set forth under the heading Compensation Discussion and AnalysisSetting of Executive Compensation. This peer group review provides our Compensation Committee with an external basis to evaluate our overall compensation program, including an assessment of its pay to performance relationship. Following this presentation of competitive market data, our Compensation Committee makes decisions, in consultation with our Chief Executive Officer regarding the other NEOs, assessing the need for any modifications to executive compensation opportunities and overall program design for implementation in the following year. Final approval of any program or individual changes typically occurs in the first quarter of the following year, at or around the same time that our Compensation Committee is evaluating overall performance for the just-completed year to determine actual award amounts payable under our incentive-based plans.
Our Compensation Committee, and through it our Board, retains final authority with respect to our compensation, benefit and perquisite programs and all actions taken thereunder. However, as noted above, our Chief Executive Officer recommends to our Compensation Committee compensation actions for each of the other NEOs. Our Vice Chairmen evaluate the performance of and recommend compensation actions for other members of our senior management team to our Chief Executive Officer. Our Chief Executive Officer, after making any adjustments he deems appropriate, presents these recommendations to our Compensation Committee for consideration and compensation action. Compensation actions for the rest of our employees are determined by management, with our Compensation Committee receiving and approving aggregate statistics (e.g., aggregate incentive compensation and equity awards) by employee level with respect to such actions. None of our employees has a role in determining or recommending the amount or form of non-employee director compensation.
Subject to an aggregate limit of 400,000 shares of our common stock, our Compensation Committee has delegated authority to our Chief Executive Officer to make equity grants to employees at or below the level of Senior Vice President. In accordance with the terms of this delegation of authority, our Compensation Committee reviews all such awards. If our Compensation Committee ratifies the awards, the number of shares so ratified is restored to our Chief Executive Officers pool of awardable shares. Our Chief Executive Officer uses this authority to grant performance, promotion, retention and new hire awards. Our Compensation Committee has retained exclusive authority for granting equity awards to employees at or above the level of Senior Vice President, as well as for any of our Senior Vice Presidents subject to the reporting requirements of Section 16 of the Exchange Act.
In 2007, as permitted by its charter, our Compensation Committee retained the services of a compensation consulting firm, Mercer (US) Inc.s Executive Remuneration Services group (the Consultant), to assist our Compensation Committee in reviewing our compensation strategy and each of our NEOs total compensation package. At the request of our Compensation Committee, the Consultant provided input on the competitive market for executive talent, evolving executive compensation market practices, program design and regulatory compliance.
Our Compensation Committee determined that there was substantial overlap between the structuring of our compensation programs by our Compensation Committee and their implementation and administration by certain members of management pursuant to the direction and oversight of our Compensation Committee. Our Compensation Committee also determined that requiring management to utilize a separate consultant to assist in such implementation and administration would result in an inefficient use of corporate financial resources. Accordingly,
our Compensation Committee authorized our management to utilize the services of the Consultant. However, the Chairman of our Compensation Committee periodically considers the objectivity of the Consultant by reviewing the nature of the services rendered, together with the Consultants fees for such services. Pursuant to its charter, our Compensation Committee has the sole authority to retain and terminate any compensation consultant to be used to assist in the evaluation of executive compensation and to approve the Consultants fees and retention terms.
Other groups within Mercer (US) Inc. provide consulting services to management in connection with our medical, prescription and dental benefit plans, as well as pension consulting services to management in connection with our qualified and nonqualified retirement plans. These consulting services include providing actuarial calculations for incurred but not reported claims for our voluntary employees beneficiary association and serving as the actuary for our qualified and nonqualified defined benefit pension plans.
Our Executive Committee, which consists of the Chairman of the Board, our Lead Director and the Chairmen of our Audit, Compensation and Governance Committees, is responsible for overseeing our business, property and affairs during the intervals between the meetings of our Board, if necessary. Our Executive Committee met three times during 2007.
Our Finance Committee oversees and regularly reviews the purchase and sale of securities in our investment portfolio. In 2007, our Finance Committee met four times.
Our Governance Committee assists our Board in identifying individuals qualified to become members of our Board and oversees the annual evaluation of our Board and each committee. As provided in its charter, our Governance Committee also makes recommendations to our Board on a variety of corporate governance and nominating matters, including recommending standards of independence, director nominees, appointments to committees of our Board, designees for chairmen of each of our Board committees, non-employee director compensation and corporate governance guidelines. In 2007, our Governance Committee met eight times.
Our Pension & Profit Sharing Committee oversees and regularly reviews our retirement and profit sharing plans. In 2007, our Pension & Profit Sharing Committee met three times.
During our 2007 fiscal year, each of Sheila P. Burke, Martin G. McGuinn, Lawrence M. Small, Daniel E. Somers, Karen Hastie Williams and Alfred W. Zollar served on our Compensation Committee. None of these individuals has at any time been an officer or employee of Chubb. During our 2007 fiscal year, none of our executive officers served as a member of the board of directors or compensation committee of any entity for which a member of our Board or Compensation Committee served as an executive officer.
Our Governance Committee, with the assistance of our Compensation Committee, is responsible for establishing and overseeing non-employee director compensation. The Compensation and Governance Committees consult periodically with the Consultant to evaluate and, if appropriate, adjust non-employee director compensation. To benchmark the competitiveness of our non-employee director compensation, the Compensation and Governance Committees utilize the same peer group of companies described below under the heading Compensation Discussion and AnalysisSetting of Executive Compensation. Consistent with our compensation philosophy for our NEOs, our non-employee director compensation program is designed to target total non-employee director compensation in the second quartile of the compensation paid to non-employee directors in this peer group.
Director Compensation Table
The following table sets forth the compensation we paid to our non-employee directors in 2007:
The following table summarizes the cash components of our 2007 non-employee director compensation program:
Background. The 2004 Director Plan is administered by our Governance Committee with the assistance of our Compensation Committee. Subject to adjustment upon the occurrence of certain events described below, a maximum of 500,000 shares of our common stock may be issued under the 2004 Director Plan.
Pursuant to the 2004 Director Plan, each non-employee director receives an annual equity grant valued at approximately $90,000 (or such higher amount as our Governance Committee may determine, not to exceed the value of 3,000 shares of our common stock). Each annual award consists of performance shares and stock units, with performance shares comprising 75% of the award and stock units comprising the remaining 25% of the award.
The 2004 Director Plan also authorizes our Governance Committee to make grants to non-employee directors in addition to the annual grants described in the preceding paragraph. We anticipate that discretionary grants will be made only to address special circumstances, such as when a director is elected to our Board mid-term or when one or more non-employee directors are called upon to provide services to us above and beyond those services required of non-employee directors generally. In 2007, the Governance Committee exercised this discretionary authority in making grants to Mr. McGuinn, who was elected to our Board in June 2007, and Mr. Søderberg, who was elected to our Board in September 2007.
2007 Stock Awards. Following our 2007 Annual Meeting of Shareholders on April 24, 2007, each of our non-employee directors other than Messrs. McGuinn and Søderberg received an equity grant of 1,239 performance shares and stock units representing the right to receive 413 shares of our common stock. Mr. McGuinn was elected to our Board on June 8, 2007 and received an equity grant of 1,157 performance shares and stock units representing the right to receive 384 shares of our common stock on that date. Mr. Søderberg was elected to our Board on September 6, 2007 and received an equity grant of 885 performance shares and stock units representing the right to receive 295 shares of our common stock on that date.
As with performance shares awarded to our NEOs under the 2004 Employee Plan described under the heading Compensation Discussion and AnalysisComponents of Executive Compensation, the actual number of shares payable to each of our non-employee directors can vary from 0% to 200% of the original target performance share award based on our total shareholder return relative to total shareholder returns over a three-year performance period for the other companies in the S&P 500 Index. For information regarding the actual number of performance shares that a non-employee director can earn over the performance period, see the table set forth under the heading
Compensation Discussion and AnalysisComponents of Executive Compensation. The performance period for all performance shares granted to our non-employee directors in 2007 commenced on January 1, 2007 and ends on December 31, 2009. The ultimate value of the performance share awards also will depend on the value of our common stock at the end of the performance period. Unlike the performance shares awarded to our NEOs, non-employee directors vested immediately in their performance share awards. Accordingly, a non-employee director whose service as a member of our Board terminates during a performance period will be entitled to receive the same payment in respect of performance shares without proration that would have been payable had his or her service continued until the end of the applicable performance period. Any amount payable to a former non-employee director generally would be paid at the same time as amounts in respect of similar awards are paid to other participants in the 2004 Director Plan. However, if a non-employee director is removed from our Board for cause (or resigns in anticipation of such removal), the non-employee director will forfeit all rights to receive any payment in respect of his or her outstanding performance shares.
The stock units vested immediately upon grant and will settle at the earlier of the third anniversary of the grant date or termination of the recipients Board service. However, if a non-employee director is removed from our Board for cause (or resigns in anticipation of such removal), the non-employee director will forfeit all rights to receive any payment in respect of his or her outstanding stock units.
Since the adoption of the 2004 Director Plan, the practice of our Governance Committee has been to refrain from granting stock options to non-employee directors. The stock options granted to Mr. Small in 2007 were not granted on a discretionary basis, but rather pursuant to a restoration stock option feature that was included in the terms of stock options granted under predecessor plans to the 2004 Director Plan. The restoration stock option feature provides for an automatic grant of a new stock option if, upon exercise of the original stock option, shares are exchanged in a stock-for-stock exercise. The restoration stock option feature only applies if the original stock option is exercised within seven years of the grant date and if the fair value market of our common stock on the date of exercise is at least 25% higher than the exercise price of the original stock option. The grant date of the restoration stock option is the date of exercise of the original option and the exercise price is the average of the high and low prices of our common stock on the date that the original option is exercised.
Cash Compensation. Under the Director Deferred Compensation Program, non-employee directors may defer receipt of all or a portion of their cash compensation. Amounts of deferred compensation are payable at the option of the non-employee director either upon the non-employee directors termination of service or at a specified date chosen by the non-employee director at the time the deferral election is made. The Director Deferred Compensation Program provides that amounts deferred may be invested in:
A non-employee director participating in the Director Deferred Compensation Program may elect to receive the compensation deferred in either a lump sum or in annual installments. All amounts are paid in cash, except for the market value accounts which we pay in shares of our common stock. Deferred compensation represents an unsecured obligation payable out of our general corporate assets.
Cash Accounts. Interest bearing accounts (cash accounts) bear interest at the lesser of 120% of the applicable long-term federal interest rate and Citibank, N.A.s prime rate in effect on the first day of each January, April, July and October during the deferral period. At December 31, 2007, we maintained cash accounts for three non-employee directors, two of whom deferred 2007 compensation into a cash account pursuant to the Director Deferred Compensation Program.
Market Value Accounts. Market value accounts, which are denominated in units with one unit having the equivalent value of one share of our common stock, track the value of shares of our common stock. On each date compensation otherwise would have been paid in accordance with our normal practice (the credit date), non-employee directors deferring cash compensation into market value accounts are credited with the number of market value units equal to the quotient of:
When we pay cash dividends on our common stock, the market value account of each participating non-employee director is credited with the number of market value units equal to:
At December 31, 2007, we maintained market value accounts for nine non-employee directors, six of whom deferred 2007 compensation into a market value account pursuant to the Director Deferred Compensation Program.
Shareholders Equity Accounts. Shareholders equity accounts, which are denominated in units, track the book value per share of our common stock. On each date compensation otherwise would have been paid in accordance with our normal practice, non-employee directors deferring cash compensation into shareholders equity accounts are credited with the number of shareholders equity units equal to the quotient of:
When we pay cash dividends on our common stock, the shareholders equity account of each participating non-employee director is credited with the number of shareholders equity units equal to:
At December 31, 2007, we did not maintain shareholders equity accounts for any of our non-employee directors.
Equity Compensation. We offer non-employee directors the option of deferring receipt of all or a portion of their equity compensation. Amounts of voluntarily deferred equity are payable at the option of the non-employee director either upon the non-employee directors termination of service or at a specified date chosen by the non-employee director at the time the deferral election is made. Non-employee directors receive current payment of dividend equivalents on their deferred equity. We declare and pay dividend equivalents on equity held in director deferral accounts at the same rate and at the same time as we declare and pay dividends on our common stock generally. At December 31, 2007, we maintained deferred equity accounts for 10 non-employee directors, seven of whom deferred 2007 equity compensation.
Directors Charitable Award Program. Effective January 1, 1992, we established the Directors Charitable Award Program. Under this program, each non-employee director, following his or her first election to our Board by our shareholders, may request that we direct one or more charitable contributions totaling up to $500,000 to eligible
tax exempt organizations. We have elected to fund the Directors Charitable Award Program through the proceeds of second-to-die life insurance policies that we have purchased on the lives of the participating non-employee directors. We are the owner and beneficiary of these policies. Non-employee directors have no rights in these policies or the benefits thereunder.
Under the terms of these policies, participating non-employee directors are paired and, upon the death of the second paired non-employee director, we use the proceeds of these policies to fund the contributions to the organizations selected by the non-employee directors. At December 31, 2007, eight non-employee directors were participating in the program. For five of these non-employee directors, we paid the full premium on the life insurance policies through which we fund the program prior to 2007. For the remaining three non-employee directors who were participating in this program as of December 31, 2007, the premiums paid in 2007, which also are reflected in the All Other Compensation column of the Director Compensation Table set forth under the heading Corporate GovernanceDirectors Compensation, are as follows:
As described in Directors CompensationChanges in Director Compensation Policies for 2008, our Board voted to make changes to the Directors Charitable Award Program in March 2008. In addition, we may further amend or terminate the Directors Charitable Award Program at our election at any time. Participating non-employee directors are entitled to change their designated charities at any time.
In March 2008, after a comprehensive review of our non-employee director compensation program by the Compensation and Governance Committees, with the assistance of the Consultant, our Board voted to make the following changes:
Our Board oversees our business operations, assets, affairs and performance. In accordance with our long-standing practice, each of our directors other than our Chief Executive Officer is independent. Our Corporate Governance Guidelines provide that no director may be nominated to a new term if the director would be age 72 or older at the time of election.
The name, age, length of service on our Board and principal occupation of each director nominee, together with certain other biographical information, are set forth below. Unless otherwise indicated, each nominee has served for at least five years in the business position currently or most recently held. The age of each director is as of April 29, 2008, the date of the 2008 Annual Meeting.
Our Board has established the six committees described above under the headings Corporate GovernanceAudit Committee, Compensation Committee, Executive Committee, Finance Committee, Governance Committee and Pension & Profit Sharing Committee to assist our Board in fulfilling its responsibilities. The charter for each of our Audit, Compensation and Governance Committees, which are available on our website at www.chubb.com/investors, requires that all members satisfy the independence requirements of the NYSE. Our Governance Committee annually considers committee assignments, with appointments being effective as of the date of the annual meeting of shareholders. Current members of our committees are identified below:
Joel J. Cohen (Chair)
Martin G. McGuinn
Daniel E. Somers
Alfred W. Zollar
Daniel E. Somers (Chair)
Sheila P. Burke
Martin G. McGuinn
Karen Hastie Williams
Alfred W. Zollar
John D. Finnegan (Chair)
James I. Cash, Jr.
Joel J. Cohen
Daniel E. Somers
John D. Finnegan (Chair)
Sheila P. Burke
Klaus J. Mangold
David G. Scholey
James I. Cash, Jr. (Chair)
Joel J. Cohen
Lawrence M. Small
Karen Hastie Williams
Pension & Profit Sharing Committee
Sheila P. Burke
Klaus J. Mangold
David G. Scholey
AUDIT COMMITTEE REPORT
Our Board has formed our Audit Committee to assist our Board in monitoring:
At December 31, 2007, our Audit Committee was comprised of five directors, each of whom our Board determined to be independent and each of whom satisfied the applicable legal and regulatory independence requirements. Mr. Cohen served as the Chairman of our Audit Committee during 2007 and our Board designated him, together with Mr. Somers, as the audit committee financial experts. Information regarding the respective experience of Messrs. Cohen and Somers is set forth under the heading Our Board of Directors.
Our Governance Committee and the full Board consider Audit Committee membership annually. Committee appointments are effective as of the date of the annual meeting of shareholders. In addition to Messrs. Cohen and Somers, Ms. Baird and Messrs. McGuinn and Zollar currently serve on our Audit Committee. Our Audit Committee met eight times during 2007.
Our Audit Committee operates pursuant to its written charter, which is available on our website at www.chubb.com/investors. The Audit Committee Charter has been approved by our Audit Committee and our Board and it is subject to review at least annually. It was last revised in February 2006.
Pursuant to its charter, our Audit Committee performs an annual self-assessment. For 2007, our Audit Committee concluded that, in all material respects, it had fulfilled its responsibilities and satisfied the requirements of its charter and applicable laws and regulations.
Under its charter, our Audit Committee, among other things, is directly responsible for the appointment, compensation, retention and oversight of the work of the independent auditor engaged for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for us. Our Audit Committee has appointed Ernst & Young LLP to serve as independent auditor. Our Audit Committee has recommended to our Board that Ernst & Youngs appointment as independent auditor be submitted for ratification by our shareholders. This matter is described under the heading Proposal 2Ratification of Appointment of Independent Auditor.
Management is responsible for our internal controls over the financial reporting process and the independent auditor is responsible for performing an independent audit of our consolidated financial statements in accordance with generally accepted auditing standards and for issuing a report on its audit. Our Audit Committee is charged with overseeing and monitoring these activities on behalf of our Board. During 2007 and the first quarter of 2008, our Audit Committee reviewed and discussed with management and the independent auditor our quarterly financial statements and our audited consolidated financial statements for the year ended December 31, 2007. Our Audit Committee discussed with the independent auditor the matters required to be discussed by the statement on
Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T.
The Audit Committee has received the written disclosures and the letter from the independent accountant required by Independence Standards Board Standard No. 1 (Independence Standards Board Standard No. 1, Independence Discussions with Audit Committees), as adopted by the Public Company Accounting Oversight Board in Rule 3600T, and has discussed with the independent accountant the independent accountants independence.
Based on the foregoing, our Audit Committee recommended to our Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2007 filed with the SEC.
The foregoing report has been furnished by the following members of our Board who comprise our Audit Committee:
This Audit Committee Report shall not be deemed to be soliciting material, to be filed with the SEC, subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically request that the information be treated as soliciting material, nor shall it be incorporated by reference into any document filed under the Securities Act of 1933, as amended (Securities Act), or the Exchange Act unless we specifically incorporate it by reference.
Our Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included under the heading Compensation Discussion and Analysis pursuant to Item 402(b) of SEC Regulation S-K.
Based upon the review and discussion described in the preceding paragraph, our Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in our proxy statement on Schedule 14A prepared in connection with the 2008 Annual Meeting and that the Compensation Discussion and Analysis be incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2007.
The foregoing report has been furnished by the following members of our Board who comprise our Compensation Committee:
This Compensation Committee Report shall not be deemed to be soliciting material, to be filed with the SEC, subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically request that the information be treated as soliciting material, nor shall it be incorporated by reference into any document filed under the Securities Act or the Exchange Act unless we specifically incorporate it by reference.
COMPENSATION DISCUSSION AND ANALYSIS
The property and casualty insurance industry is comprised of hundreds of companies vying for part of the multibillion-dollar market for personal, commercial and specialty lines of insurance coverage. Within this competitive environment, we are considered to be one of the worlds preeminent insurers, offering extensive business and personal insurance solutions globally. We distinguish ourselves with an approach that focuses on providing premier customer service, quality underwriting and highly disciplined cost management. It is imperative to our success and long-term viability that our business continues to be managed by highly experienced, focused and capable executives who possess the dedication to oversee our global organization on a day-to-day basis and the vision to anticipate and respond to market developments. It is also important that we concentrate on retaining and developing the capabilities of our emerging leaders to ensure that we continue to have an appropriate depth of executive talent.
Our executive compensation program is intended to attract, reward and retain a management team with the collective and individual abilities that fit our profile described above. With this philosophy in mind, our executive compensation program is intended to motivate our employees to achieve the following objectives:
As discussed more fully below, a substantial portion of an executives compensation incorporates performance criteria that support and reward achievement of our annual operating plan and long-term business goals. Specifically, compensation decisions for our NEOs are linked to corporate goals based on financial results (annual incentive plan awards), absolute stock price appreciation (restricted stock unit (RSU) and performance share awards) and total shareholder return relative to companies in the S&P 500 Index (performance share awards). For 2007, approximately 70% of Mr. Finnegans total target compensation was performance-based. The percentage of performance-based pay relative to total target compensation for the other NEOs was, on average, 66%.
Our Compensation Committee is responsible for establishing the philosophy and objectives that underlie our executive compensation program and guiding its design and administration. Additional information on the structure, scope of authority and operation of our Compensation Committee and the role of the Consultant and management in determining compensation is set forth under the heading Corporate GovernanceCompensation Committee.
Our Compensation Committee, with the assistance of the Consultant, reviews the compensation of similarly situated officers of a representative peer group of companies on an annual basis to ensure that our executive compensation program is competitive with the companies with which we believe we compete for executive talent. The peer group is comprised of companies similar in size and scope to us within the property and casualty and broader insurance industries, as well as the financial services industry. In 2007, the 21 companies comprising our peer group were:
Our Compensation Committee has established what it believes to be challenging performance goalsboth on an absolute basis and relative to our peers. Accordingly, total compensation for our NEOs is targeted between the 50th and 75th percentiles of our peer group of companies, combined salary and annual incentive compensation is targeted at the median of our peer group and long-term incentive awards are targeted between the 50th and 75th percentiles. Our emphasis on long-term performance-based compensation supports our need for executives to maintain a longer-term focus on our business, while merit-based salary increases and annual incentive compensation reward the delivery of strong annual results. For 2007, approximately 71% of Mr. Finnegans total target compensation represented long-term equity incentive awards. The percentage of long-term equity incentive awards relative to total target compensation for the other NEOs was, on average, 61%.
Our executive compensation program provides our Compensation Committee with the flexibility to make annual compensation decisions based on individual performance. Specifically, our program was designed to provide our Compensation Committee with the ability to increase or decrease individual compensation, significantly in some cases, to the extent the executive achieves individual annual performance goals and strengthens his or her competencies, performance and potential over a longer period. Our Compensation Committee believes that this flexibility is imperative to reward and recognize the key skills, talents and contributions to annual performance improvements and overall long-term company success. Each year, our Compensation Committee evaluates Mr. Finnegans performance. Mr. Finnegan, in turn, presents our Compensation Committee with his evaluation of each of the other NEOs, which includes a review of contributions and performance over the prior year, strengths, weaknesses, development plans, succession potential and compensation recommendations. Our Compensation Committee then makes a final determination of compensation amounts for each NEO with respect to each of the elements of the executive compensation program for actual compensation relative to the preceding year and target compensation for the current year.
Our Compensation Committee reviews tally sheets prepared by management and the Consultant on an annual basis. The tally sheets set forth all components of the NEOs compensation, including base salary, annual incentive compensation, equity incentive awards, benefits and perquisites, retirement plan accruals and total payments upon various termination scenarios. Our Compensation Committee uses these tally sheets to confirm that it has a full understanding of our NEOs comprehensive compensation packages.
Section 162(m) of the Internal Revenue Code limits to $1 million per year the federal income tax deduction to public corporations for compensation paid for any fiscal year to any individual who is identified as a named executive officer as of the end of the fiscal year in accordance with the Exchange Act. This limitation does not apply to qualifying performance-based compensation. Our Compensation Committee has designed our annual incentive compensation awards (which permit our Compensation Committee to recognize individual performance through the exercise of negative discretion, as it did in 2007) and performance share awards to qualify for the performance-based compensation exception to the $1 million limit. In addition, our NEOs (other than Mr. OReilly) generally are required to defer compensation that would not otherwise be deductible. Due to guidance issued in 2007 by the Internal Revenue Service (IRS), the compensation of Mr. OReilly, our Principal Financial Officer, is not subject to the Section 162(m) limitation on deductibility.
Our Compensation Committee believes that our shareholders are best served by not restricting our Compensation Committees discretion and flexibility in crafting compensation plans and arrangements, such as annual salaries, restricted stock and RSU awards, even though such plans and arrangements may result in certain non-deductible compensation expenses. Accordingly, our Compensation Committee may from time to time approve elements of compensation for certain executive officers that are not fully deductible and reserves the right to do so in the future, in appropriate circumstances.
Our executive compensation program consists of annual and long-term compensation and company-sponsored benefit plans. Each component is designed for a specific purpose and contributes to an overall total compensation package that is competitive, predominantly performance-based and valued by our executives.
Annual salary is designed to provide a fixed level of compensation to our NEOs based on their skill and background, as well as to retain their services. Annual salaries are generally targeted at the median of our peer group because we want to provide attractive and competitive base compensation to ensure our ability to attract and retain superior talent. In addition to considering peer group data, individual performance and contributions, our Compensation Committee determines annual salaries based upon the skills, knowledge and competencies of each NEO, as reviewed and recommended annually by Mr. Finnegan (for all NEOs other than himself). Setting of annual salaries is important because each NEOs target annual incentive compensation is then developed based on annual salary levels.
Our Compensation Committee reviewed annual salaries for each of our NEOs in March 2007. Based upon the above factors (in particular, the achievement of our fifth consecutive year of record performance), our NEOs, other than Mr. Finnegan, received a 5% increase in 2007 annual salary, on average. Mr. Finnegans employment agreement provides for a minimum annual salary of $1,200,000 per year. In 2005, Mr. Finnegans annual salary was increased to $1,275,000, which became his new minimum annual salary pursuant to the terms of his employment agreement. As reflected in Mr. Finnegans 2007 performance-based compensation payouts, our Compensation Committee determined that Mr. Finnegans performance placed him at the top of our peer group. However, our Compensation Committee also determined that his existing annual salary was competitive with annual salaries paid to other chief executive officers in our peer group. Accordingly, his 2007 annual salary remained at $1,275,000.
Our Annual Incentive Plan was designed to support our compensation strategy by linking a significant portion of total annual cash compensation to the achievement of critical business goals on an annual basis. All of our salaried employees, including our NEOs, are eligible to participate in the Annual Incentive Plan.
Incentive Opportunity. As discussed under the heading Compensation Discussion and AnalysisSetting of Executive Compensation, target annual incentive compensation awards (combined with salary) are generally set at
the median for executives with commensurate positions at our peer group of companies. Our Compensation Committee establishes the range of potential payments for Mr. Finnegans annual incentive compensation based upon its analysis of market data from our peer group of companies and subject to the minimum annual incentive compensation award target of 125% of annual salary provided for in his employment agreement. For the other NEOs, our Compensation Committee establishes the annual incentive compensation payment range after taking into consideration Mr. Finnegans recommendations and market data from our peer group of companies. For information regarding the potential ranges of awards under the Annual Incentive Plan for our NEOs in 2007, see the information set forth under the heading Executive CompensationGrants of Plan-Based Awards.
Performance Goals. For 2007, our Compensation Committee determined that the annual incentive compensation award pool would not be funded unless we achieved 2007 adjusted operating income (net income excluding after-tax realized investment gains and adjusted to account for the loss of investment income attributable to our buyback of shares of our common stock during 2007) greater than 50% of our 2006 adjusted operating income. Our Compensation Committee generally determined 2007 actual incentive compensation awards for our NEOs by applying a performance multiplier (established pursuant to a predetermined formula described below) to the NEOs target awards. In March 2007, our Compensation Committee determined that the performance multiplier for our NEOs would be calculated in two steps.
First, our Compensation Committee determined that 2007 adjusted operating income would be the performance goal utilized in determining the 2007 annual incentive compensation award pool for all participants covered by the Annual Incentive Plan. This was a change from the use of operating income per share as the performance goal utilized in determining annual incentive compensation awards for 2006. The investment income adjustment was premised on the notion that our employees should not be impacted by our continuing commitment to return capital to shareholders through the share buyback program. Our Compensation Committee established adjusted operating income as the performance goal for Messrs. Finnegan, OReilly, Motamed and Degnan because our Compensation Committee believed that tying annual incentive compensation awards to an operating income goal provided an effective means of directly linking executive compensation to our shareholders interests. Under the performance goal established by our Compensation Committee, each percentage increase or decrease in 2007 adjusted operating income relative to 2006 operating income resulted in a proportional increase or decrease in the 2007 annual incentive compensation award pool. For example, if 2007 adjusted operating income was $2,485.4 million (5% higher than the operating income in 2006), the actual incentive compensation award pool would be 5% higher than in 2006. Conversely, if 2007 adjusted operating income was $2,248.7 million (5% lower than the operating income in 2006), the actual incentive compensation award pool would be 5% lower than the annual incentive compensation award pool in 2006.
Second, our Compensation Committee determined that the performance multiplier for calculating the 2007 annual incentive awards for Messrs. Finnegan, OReilly, Motamed and Degnan (up to the maximum permitted award) would be derived by dividing the 2007 annual incentive compensation award pool described in the preceding paragraph by the total target awards for all participants covered by the Annual Incentive Plan, including the NEOs (whose target awards for this purpose were adjusted for anticipated negative discretion by our Compensation Committee).
Because Mr. Krump is a business unit executive, his performance multiplier is calculated in the manner described above but further modified by our Compensation Committee to reflect additional goals approved by Mr. Finnegan. These additional goals included his individual performance and results of his business unit relative to the other business units.
Incentive Payouts. Actual adjusted operating income in 2007 of $2.6 billion was 10% higher than the operating income in 2006. As a result, awards to Messrs. Finnegan, OReilly, Motamed and Degnan were set at $3,569,900, $1,494,300, $1,764,000 and $1,438,500, respectively. Our Compensation Committee recognized Mr. Krumps individual performance and results of his business unit relative to the other business units. As a result, Mr. Krumps annual incentive compensation award was set at $725,000.
Equity Incentive Awards. Long-term equity incentive awards made pursuant to the 2004 Employee Plan were designed to support several of our compensation objectives, including:
All employees at or above the level of Assistant Vice President (approximately 1,700 employees), including our NEOs, participate in our long-term equity incentive award program. Target long-term equity incentive awards were designed to achieve our desired competitive market position of being between the 50th and 75th percentiles of our peer group of companies and are commensurate with the individuals level within our organization. For 2007, the target long-term equity incentive award for Mr. Finnegan was $7,600,000. The target long-term equity incentive awards for the other NEOs averaged $2,066,000. These target levels were determined based on analysis of data from our peer group of companies.
Annual equity incentive awards to our NEOs are in the form of performance shares and RSUs. Consistent with our emphasis on performance-based compensation, for officers at or above the level of Senior Vice President, including our NEOs, performance shares generally constitute 75% of the annual equity award, while RSUs generally constitute the remaining 25%. Our 75%/25% mixture of performance shares and RSUs aligns with the practice of our peer group of companies.
Our Compensation Committee manages the potential dilutive effect of equity incentive awards by monitoring our annual run ratethe number of shares granted as a percentage of our fully diluted common shares outstandingrelative to the peer companies. Our Compensation Committee also evaluates guidelines used by certain institutional advisory services and considers advice from the Consultant. Our annual run rate remained less than 0.5% in 2007. This decrease is primarily attributable to the fact that fewer full-value shares are needed to provide a target award value in the form of performance shares and RSUs than would be required for an award of stock options as well as the reduction in the number of participants in the 2004 Employee Plan.
Performance Shares. Performance shares are intended to motivate our senior officers to achieve superior total shareholder returnshare price appreciation plus reinvested dividends (TSR)versus companies in the Standard & Poor 500 Index (S&P 500) over a three-year performance period. We view the 499 other companies in the S&P 500 as the competition for our shareholders investment dollars. The value of performance shares is directly linked to the total return delivered to our investors, thus motivating our senior officers to deliver superior returns over an extended performance period. Performance shares also support retention, as they are subject to forfeiture if the recipients employment terminates before the shares are settled for any reason other than death, disability, retirement or with the consent of our Compensation Committee.
The number of performance shares earned for each three-year performance period can vary from 0% to 200% of the original target award based on our relative TSR versus S&P 500 companies as follows:
For relative performance between these levels, the number of shares earned is interpolated. The final dollar value of each recipients performance share award is also dependent on the price of our common stock at the end of
the three-year performance period, thus providing an additional link to shareholders interests and providing our senior officers with significant earnings potential based on our results.
The performance period for the performance shares granted in March 2005 ended on December 31, 2007. Our TSR over the performance period was 50.9%, which positioned us at the 68.3rd percentile of companies in the S&P 500. Based on the performance scale above, our NEOs, like all recipients of 2005 performance shares who did not forfeit such shares due to termination of their employment, received payouts in February 2008 equivalent to 136.6% of the target number of performance shares granted in 2005. Information regarding the vesting of each NEOs respective 2005 performance share award is set forth under the heading Executive CompensationOption Exercises and Stock Vested.
The number and grant date value of performance shares granted to our NEOs in 2007 for the performance period running from January 1, 2007 to December 31, 2009 is set forth under the heading Executive CompensationGrants of Plan-Based Awards.
RSUs. RSUs are intended to align managements interests with those of our shareholders and serve as a strong retention tool for key employees. Like performance shares, RSUs support retention because they generally vest in full on the third anniversary of the date of grant, provided the recipient remains employed by us over that period. The number and grant date value of RSUs granted to NEOs in 2007 is set forth under the heading Executive CompensationGrants of Plan-Based Awards.
Restoration Stock Options. We discontinued the use of stock options as part of our core long-term equity incentive awards in 2004. However, we still utilize stock option grants as a means of providing tax-efficient equity awards to certain internationally-based employees. In addition, stock options granted to all participants, including our NEOs, under predecessor plans to the 2004 Employee Plan included a restoration option feature that provides the optionee with the right to receive a restoration stock option upon exercise of the original option if shares are exchanged in a stock-for-stock exercise within seven years of the grant date and our stock price is at least 25% above the exercise price on the exercise date. Restoration stock options are granted on the same date the original stock option award is exercised, have an exercise price equal to the average of the high and low prices of our common stock on the grant date and have a term equal to the remaining term of the original option.
Equity Grant Practices. Our Compensation Committee approves and grants annual equity awards at its regularly scheduled meeting in March based on market data from our peer group of companies and recommendations from Mr. Finnegan for the other NEOs. There is no relationship between the timing of equity incentive award grants and our release of material, non-public information. Although our Compensation Committee has the discretion to do so under the 2004 Employee Plan, our Compensation Committee generally does not make interim equity award grants to employees at or above the level of Executive Vice President, including our NEOs.
As discussed under the heading Corporate GovernanceCompensation Committee, our Compensation Committee has delegated authority to Mr. Finnegan to grant equity awards under the 2004 Employee Plan to employees at or below the level of Senior Vice President pursuant to guidelines which specify the range of award values an employee could receive based on his or her level within our organization. These guidelines are adjusted on a periodic basis as warranted by competitive market conditions. Grants made by Mr. Finnegan pursuant to this authority are effective on the last business day of the month, with the number of shares awarded determined by dividing the award value by the average of the high and low prices of our common stock on the grant date.
Non-Compete and Clawback Provisions. To protect our competitive position, since 2005, individual equity award agreements for each of our employees, including our NEOs, have contained non-disclosure, non-solicitation and invention assignment covenants. In addition, the NEO equity award agreements and those of certain other senior officers contain non-competition provisions. Failure to comply with these provisions, among other potential consequences, results in the forfeiture of unsettled awards. Our Compensation Committee also may require repayment of any awards that are settled within one year prior to the breach of the applicable covenant and within one year after termination of employment. Additionally, we may seek an injunction, restraining order or such other equitable relief restraining the officer from committing any violation of the covenants.
We provide certain executives, including each of our NEOs, with a limited range of perquisites. The incremental cost and valuation of these perquisites for the NEOs is set forth under the heading Executive CompensationSummary Compensation Table.
Corporate Aircraft. During 2007, we owned two corporate aircraft and leased a third. Senior executives use these aircraft to minimize and more efficiently utilize their travel time, protect the confidentiality of their travel and our business and enhance their personal security. Our Board also permits Messrs. Finnegan, OReilly, Motamed and Degnan limited use of the corporate aircraft for personal travel. The annual personal use of the corporate aircraft for Mr. Finnegan is limited to 35 hours and for Messrs. OReilly, Motamed and Degnan to 20 hours each.
Automobile Use. We provide Mr. Finnegan with a car and driver for all of his business travel needs to minimize and more efficiently utilize his travel time and enhance his personal security. Mr. Finnegans personal use of the car and driver is primarily for his commute to and from the office. We provide all domestic employees at or above the level of Vice President, including our NEOs other than Mr. Finnegan, a monthly automobile allowance of $500. Recipients of this benefit bear the applicable income taxes with respect thereto.
Financial Counseling. We offer all of our employees at or above the level of Senior Vice President, including our NEOs, financial counseling services. These services include income tax preparation, portfolio management and estate planning. Recipients of this benefit bear the applicable income taxes with respect thereto.
We maintain company-sponsored retirement and deferred compensation plans for the benefit of all of our salaried employees, including our NEOs. These benefits are designed to assist employees, including our NEOs, in providing for their financial security and personal needs in a manner that recognizes individual goals and preferences.
Retirement Plans. We maintain the Pension Plan of The Chubb Corporation (the Pension Plan), which is our tax-qualified defined benefit plan, and the Pension Excess Benefit Plan of The Chubb Corporation (the Pension Excess Benefit Plan), which is our nonqualified excess defined benefit plan, to help us attract and retain our employees. Our NEOs participate in the Pension Plan on the same terms and conditions as other employees. Our NEOs participate in the Pension Excess Benefit Plan on the same terms and conditions as other highly compensated employees, except that Mr. Finnegan is entitled to a supplemental pension benefit under his employment agreement (the Pension SERP). Information about our retirement plans is set forth under the heading Executive CompensationPension Benefits.
We also maintain the CCAP, which is a qualified 401(k) savings plan, for all eligible employees. The CCAP provides employees with an opportunity to voluntarily defer pre-tax or after-tax dollars into a 401(k) account. Chubb provides matching contributions on an annual basis equal to the lesser of 4% or the actual percentage deferred by the participant.
Nonqualified Defined Contribution and Deferred Compensation Plans. We maintain The Chubb Corporation Key Employee Deferred Compensation Plan (2005) (the 2005 Deferred Compensation Plan) and The Chubb Corporation Executive Deferred Compensation Plan (collectively, the Deferred Compensation Plans), which are our nonqualified deferred compensation plans for our employees at or above the level of Vice President, including our NEOs, to provide them with additional tools to enhance their retirement planning and wealth management. These plans allow participants to defer receipt, and thus the tax liability, of income (salary, annual incentive compensation and equity compensation) to retirement or a later specified date. We also maintain the Defined Contribution Excess Benefit Plan of The Chubb Corporation (the CCAP Excess Benefit Plan), which is our nonqualified excess defined contribution plan, and the CCAP-related supplemental executive retirement plan for Mr. Finnegan pursuant to his employment agreement (the CCAP SERP). None of these plans provide for above-market returns. Information about our nonqualified defined contribution and deferred compensation plans is set forth under the heading Executive CompensationNonqualified Defined Contribution and Deferred Compensation Plans.
In general, it is our Boards policy not to enter into employment agreements with, or provide executive severance benefits to, our executive officers beyond those generally available to our salaried employees, other than the change in control agreements discussed below. As a result, our NEOs serve at the will of our Board. The only exception to this policy is the employment agreement with Mr. Finnegan that we entered into when he was hired in 2002. Our Compensation Committee believed, and continues to believe, that it is in our best interest and the best interests of our shareholders to have a specific compensation package with incentives and guarantees in order to retain his services. A description of, and the amount of the estimated payments and benefits payable to Mr. Finnegan upon a termination of employment under, his employment agreement is set forth under the heading Executive CompensationPotential Payments upon Termination.
Our Board has determined that it is in our best interest and the best interests of our shareholders to assure that we will have the continued dedication of Messrs. Finnegan, OReilly, Motamed and Degnan in the event of a threat or occurrence of a change in control. Our Board continues to believe that change in control agreements diminish the inevitable distraction of these NEOs by virtue of the personal uncertainties and risks created by a pending or threatened change in control and encourage their full attention and dedication to our business in the event of any pending or threatened change in control. As such, we have individual change in control agreements with Messrs. Finnegan, OReilly, Motamed and Degnan. The change in control agreements for Messrs. OReilly, Motamed and Degnan require both a change in control event as well as a termination event to trigger benefits. A description of, and the amount of the estimated payments and benefits payable upon a change in control under, these agreements is set forth under the heading Executive CompensationPotential Payments upon Termination.
Our Board, based upon our Compensation Committees recommendation, adopted executive stock ownership guidelines in 2004. Our Compensation Committee believes that these guidelines promote our objective of increasing shareholder value by encouraging senior officers to acquire and maintain a meaningful equity stake in Chubb.
The guidelines were designed to maintain stock ownership at levels high enough to assure our shareholders of our senior officers commitment to value creation, while taking into account each individual officers need for portfolio diversification. Under these guidelines, senior officers, including each of our NEOs, are expected, over time, to acquire and hold shares of our common stock equal in value to a multiple of their annual salaries. Owned shares, unvested restricted stock, unvested RSUs, shares allocated in our retirement plans and shares deferred until termination of employment count toward satisfying the guidelines. Unexercised stock options and unearned performance shares do not count toward satisfaction of the guidelines. There is a five-year phase-in period beginning on the later of becoming an officer subject to the stock ownership guidelines and the date the guidelines were adopted. Our current stock ownership guidelines are as follows:
Our Compensation Committee reviews the guidelines on a periodic basis and monitors the officers progress toward meeting their target ownerships levels. The stock ownership of our NEOs as of the end of 2007 was:
As shown in the above table, each of our NEOs has met his required number of shares, well ahead of the initial 2009 deadline.
Summary Compensation Table
The following table sets forth information regarding NEO compensation during 2007 and 2006:
The grant date fair values of the RSUs, restricted stock and performance share awards are estimated based on the fair market value of our common stock on the date of grant. The fair value of the performance share awards is adjusted to reflect (i) the anticipated appreciation of our common stock over the performance period and (ii) that these awards do not receive dividend equivalents during such period. For the 2007 and 2006 performance share awards granted to our retirement-eligible NEOs (Messrs. OReilly, Motamed and Degnan), amounts
recognized equal the full grant date fair value for the grants made to such NEOs, as required pursuant to FAS 123R. Information regarding our FAS 123R calculations is set forth in footnote 13 to the financial statements included in the 2007 Annual Report.
The incremental cost of the personal use of corporate aircraft expense for each of the other NEOs is calculated by multiplying the direct operating cost per hour by the NEOs personal use hours. Direct operating cost of the aircraft is comprised of fuel, landing/parking fees, crew fees and expenses, custom fees, flight services/charts, variable maintenance costs, catering, aircraft supplies and other miscellaneous expenses.
The incremental cost of financial planning represents the actual cost incurred by us.
The incremental cost to us relating to automobiles is the amount of the automobile allowance provided to our NEOs (other than Mr. Finnegan). The incremental cost of Mr. Finnegans automobile and driver was calculated by multiplying the variable expenses of owning and operating the car that Mr. Finnegan uses by the personal use percentage of the total vehicle miles in 2007. The variable expenses are comprised of gas, maintenance, driver overtime and miscellaneous driving expenses. Mr. Finnegans personal use percentage for 2007 was approximately 16% of the total vehicle miles.
As stipulated in Mr. Finnegans employment agreement, we pay the club dues and membership fees associated with his country club membership but do not recognize any incremental cost due to his personal use because club dues and membership fees are generally fixed. For 2007, the club dues and membership fees were $10,695. Mr. Finnegan paid income tax on his personal use of the country club and any additional costs resulting from his personal use were paid directly by him.
Additional information regarding perquisites is set forth under the heading Compensation Discussion and AnalysisComponents of Executive Compensation. Details regarding the amounts included in Perquisites and Other Personal Benefits column are set forth in the following table for 2007:
Grants of Plan-Based Awards
The following table sets forth information regarding 2007 grants to our NEOs under our Annual Incentive Plan and 2004 Employee Plan:
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information regarding our NEOs equity holdings as of December 31, 2007. The market value of unvested and unearned stock awards is based on the closing price of our common stock on December 31, 2007 of $54.58 per share:
The following table sets forth the value realized by our NEOs with respect to stock option exercises and stock awards that vested in 2007:
Our eligible employees, and certain eligible employees of our subsidiaries, participate in the Pension Plan. Our NEOs participate on the same terms and conditions as other eligible employees, except as noted below. The Pension Plan, as in effect during 2007, provides each eligible employee with annual retirement income beginning at age 65 equal to the product of:
Average compensation under the Pension Plan includes salary and annual incentive compensation. A social security offset is subtracted from this benefit. The social security offset is equal to the product of:
Benefits can commence as early as age 55. However, if pension benefits commence prior to age 65, they may be actuarially reduced. The reduction in the gross benefit (prior to offset for social security benefits) is based on the participants age at retirement and years of Pension Plan participation as follows:
The participants social security benefit is reduced based on factors relating to the participants year of birth and age at retirement.
Benefits are generally paid in the form of an annuity. If a participant retires and elects a joint and survivor annuity, the Pension Plan provides a 10% subsidy. The portion of the benefit attributable to the cash balance account, as described in the following paragraph, may be paid in the form of a lump sum upon termination of employment.
Effective January 1, 2001, we amended the Pension Plan to provide a cash balance benefit, in lieu of the benefit described above, to reduce the rate of increase in the Pension Plan costs. This benefit provides for a participant to receive a credit to his or her cash balance account every six months. The amount of the cash balance credit increases as the sum of a participants age and years of service credit increases from 2.5% to 5% of compensation. The maximum credit of 5% of compensation (subject to the maximum limitation on compensation permitted by the Internal Revenue Code) earned over the preceding six months is made when the sum of a participants age and years of service credit equals or exceeds 55 (which is the case for each NEO). Amounts credited to a participants cash balance account earn interest at a rate based on the 30-year U.S. treasury bond rate. Participants who were hired by us prior to January 1, 2001 (including Messrs. OReilly, Motamed, Degnan and Krump) will receive a benefit under the Pension Plan equal to the greater of the pension benefit described in the preceding paragraphs or the amount calculated under the cash balance formula.
ERISA and the Internal Revenue Code impose maximum limitations on the recognized compensation and the amount of a pension which may be paid under a funded defined benefit plan such as the Pension Plan. The Pension Plan complies with these limitations.
We also maintain the Pension Excess Benefit Plan, which is a supplemental, nonqualified, unfunded plan. The Pension Excess Benefit Plan uses essentially the same benefit formula, early retirement reduction factors and other features as the Pension Plan, except that the Pension Excess Benefit Plan recognizes compensation (salary and annual incentive plan compensation) above IRS compensation limits. The Pension Excess Benefit Plan also
recognizes deferred compensation for purposes of determining applicable retirement benefits. Benefits under both the Pension Plan and the Pension Excess Benefit Plan are provided by us on a noncontributory basis.
Benefits payable under the Pension Excess Benefit Plan are generally paid in the form of a lump sum, calculated using an interest discount rate of 5%. However, the portion of the benefit that was earned and vested as of December 31, 2004 may be payable in certain other forms, including installment payments and life annuities, if properly elected by the participant and if the participant satisfies the requirements of the Pension Excess Benefit Plan.
Under the terms of Mr. Finnegans employment agreement, he is entitled to a Pension SERP, which provides a nonqualified and unfunded benefit in addition to those provided under the Pension Plan and the Pension Excess Benefit Plan. The benefit will equal 6% of his final average compensation for each full year of service up to a maximum of 60% of final average compensation offset by benefits under the Pension Plan and Pension Excess Benefit Plan, previous employer pension benefits and social security benefits. The Pension Plan provisions described above with respect to the early retirement discount and joint and survivor benefits apply to the Pension SERP. Under the Pension SERP, Mr. Finnegans compensation means the sum of his annual salary plus annual incentive compensation earned for the relevant year (whether or not any such compensation is deferred).
Pension Benefits Table
The following table sets forth information regarding participation by our NEOs in our pension plans as of December 31, 2007:
Future interest crediting rate on cash balance accounts: 5.00%;
Mortality table: RP 2000 projected to 2007; and
Pension Plan50% take cash balance account as a lump sum;
Pension Excess Benefit Plan80% take benefit as a lump sum; and
Pension SERPlump sum.
Pursuant to the Deferred Compensation Plans, we provide certain of our employees, including our NEOs, with the opportunity to electively defer the payment of certain components of compensation (annual salary, annual incentive compensation, RSUs and performance share awards) that would otherwise be payable to them. Deferred RSUs and performance share awards are deemed to be invested in our common stock. Deferred annual salary and annual incentive compensation are credited with earnings based on the deemed returns that would have been received had such amounts been invested in one of the investment options available under the Deferred Compensation Plans that are generally available for investment in the marketplace and as selected by the participant. Dividends on deferred RSUs and performance share awards are treated the same as an annual salary or annual incentive compensation deferral. The investment options available under the Deferred Compensation Plans are the same as those investment alternatives that are available under the CCAP Plan except for the Chubb Stock Fund. Investment elections may be changed by the participant at any time, at his or her discretion.
We also maintain the CCAP Excess Benefit Plan which is a supplemental, nonqualified, unfunded excess defined contribution plan. The CCAP Excess Benefit Plan recognizes compensation in excess of IRS limits for the CCAP and provides the participants with the applicable company match on eligible compensation. Matching contributions for each of the NEOs equal 4% of plan compensation. Each of our NEOs has elected to defer receipt of matching contribution amounts attributable to the CCAP Excess Benefit Plan. Balances are invested in the Fidelity Stable Value Fund, which is one of the investment funds available under the CCAP. For 2007, the Fidelity Stable Value Fund had a 4.71% return.
Mr. Finnegans employment agreement also provides that he is entitled to the CCAP SERP. The CCAP Excess Benefit Plan, like the CCAP, requires a one-year waiting period before a participant becomes eligible for our company matching contributions and has a six-year graded vesting schedule. Mr. Finnegans employment agreement, however, provides that he is entitled to the matching contributions for eligible deferrals from his employment date and provides that the CCAP SERP will pay any otherwise unvested company match dollars forfeited under the CCAP and CCAP Excess Benefit Plan if his employment with us terminates prior to his becoming being 100% vested. Amounts credited to the CCAP SERP account earn 5% interest per annum.
In 2004, the company merged the Employee Stock Ownership Plan (the ESOP) and the ESOP Excess Benefit Plan into the respective CCAP and CCAP Excess Plans. No new shares or contributions are credited to balances under the ESOP and the ESOP Excess Benefit Plan. Annual earnings for the ESOP Excess Benefit Plan include only the change in account balance attributable to change in stock price and any dividends.
Mr. Finnegans employment agreement also provides that he is entitled to the ESOP SERP. The ESOP and ESOP Excess Benefit Plan included a one-year waiting period prior to entry as well as five years of vesting service. Mr. Finnegans employment agreement, however, provides that he was credited with an amount equal to the stock that he would have been entitled under the ESOP and ESOP Excess Benefit Plan from his date of employment and provides that the ESOP SERP account is immediately vested and the balance credited thereunder earns 5% interest per annum.
Nonqualified Defined Contribution and Deferred Compensation Table
The following table sets forth information regarding participation by our NEOs in our nonqualified defined contribution and deferred compensation plans as of December 31, 2007:
Potential Payments upon Termination
As of December 31, 2007, each of our NEOs was fully entitled to the amounts set forth under the heading Executive CompensationPension Benefits and the amounts set forth under the heading Executive CompensationNonqualified Defined Contribution and Deferred Compensation Plans. In addition, at that date, each NEO was entitled to receive all earned but unpaid salary, other vested long-term equity awards (as set forth under the heading Executive CompensationOutstanding Equity Awards at Fiscal Year-End and the other applicable tables set forth under the heading Executive Compensation), amounts held in his account under the CCAP and employee welfare plans.
Disability or Death. With the exception of Mr. Finnegan, a termination of employment due to disability or death does not entitle our NEOs to payments or benefits that are not generally available to salaried employees.
Equity Awards. With respect to equity awards, under the terms of the 2004 Employee Plan, upon the disability or death of a participant, including each of our NEOs, the participant or the participants estate, as applicable, would receive pro-rata vesting of the unvested portion of outstanding RSUs and continuation of the exercise period within which the participant or the participants estate may exercise outstanding options through the stated expiration date of such options. With respect to performance share awards, if a participants employment terminates due to disability or death on or after the completion of the first calendar year of any performance period, the participant or the participants estate, as applicable, would receive all of the performance shares for the performance period that would have been earned had the participant continued employment for the full period (with payments contingent on our relative TSR over the performance period).
Mr. Finnegan. In addition to the equity vesting provisions described in the preceding paragraph, Mr. Finnegans employment agreement calls for us to provide him with a death benefit equal to fives times his annual salary as of the time of his death. We provide all of our salaried employees, including Mr. Finnegan, with life insurance coverage under our group life plan in an amount equal to the employees annual salary. The remainder of Mr. Finnegans death benefit (four times his annual salary) is in the form of an unsecured, uninsured claim against our general corporate assets. In the event of Mr. Finnegans disability, his employment agreement provides that he is entitled to receive a disability benefit equal to 60% of his annual salary as of the date of disability until he reaches age 65. We provide this coverage in the form of an unsecured, uninsured disability benefit. Mr. Finnegans employment agreement also provides that he or his estate, as applicable, would be entitled to a pro-rata portion of the annual incentive compensation award he would have received for the year of his disability or death. For purposes of Mr. Finnegans employment agreement, disability means Mr. Finnegans inability to perform his duties on a full-time basis for six consecutive months as a result of incapacity due to mental or physical illness.
Retirement. Each of Messrs. OReilly, Motamed and Degnan is eligible for retirement under many of our compensation and benefit plans and arrangements. Accordingly, other than in connection with a termination for cause or a change in control, the termination of employment of any of these individuals would be treated as a retirement, as is the case for all of our retirement-eligible salaried employees. As such, pursuant to the terms of the 2004 Employee Plan and its predecessor plans, upon termination of his employment, other than for cause or in connection with a change in control, each of Messrs. OReilly, Motamed and Degnan would receive pro-rata vesting of the unvested portion of outstanding RSUs, continued vesting of all performance shares for which the first calendar year of the performance period has been completed (with payments contingent on actual performance for the performance period) and continuation of the exercise period within which he may exercise his outstanding options through the stated expiration date of such options.
For Cause Termination. None of our NEOs is entitled to any additional payments or benefits in the event we terminate his employment for cause. Under the 2004 Employee Plan, cause means:
The 2004 Employee Plan provides that the definition of cause in an employment or severance agreement will govern in lieu of the foregoing definition. Accordingly, the definition of cause in Mr. Finnegans employment agreement applies for purposes of the 2004 Employee Plan. Therefore, in his case, cause means:
Voluntary Resignation. Mr. Krump is not entitled to any payments or benefits that are not available to salaried employees generally upon voluntary resignation. As discussed above, Messrs. OReilly, Motamed and Degnan are retirement-eligible for purposes of many of our plans. Accordingly, a resignation by any of them would be treated as a retirement under such plans. Under Mr. Finnegans employment agreement, in the event of his voluntary resignation, he is entitled to receive retiree health benefits pursuant to our retiree health plans that would be available to an employee with 32 years of service with us.
Involuntary Termination without Cause. Except for Mr. Finnegan and as discussed below for Messrs. OReilly, Motamed and Degnan in connection with a change in control, neither a termination of employment by us without cause nor a demotion or other constructive termination would entitle our NEOs to any payments or benefits that are not available to salaried employees generally. The severance policy applicable to all of our salaried employees generally provides two weeks of severance pay for each year of service up to a maximum of 52 weeks. As discussed above, Messrs. OReilly, Motamed and Degnan are all retirement-eligible for purposes of many of our plans. Accordingly, for any of them, an involuntary termination without cause would be treated as a retirement under such plans.
Mr. Finnegans employment agreement provides that, upon the termination of his employment without cause, his constructive termination or in the event we elect not to renew his employment agreement in accordance with its terms, he is entitled to receive the following benefits beyond those generally available to our salaried employees:
In addition, any outstanding equity awards would accelerate and vest in full (subject to the achievement of the performance goals in the case of performance shares) and his stock options would continue to be exercisable until the earlier of the fifth anniversary of the date of termination of his employment or the expiration of the option term.
In the case of our non-renewal of his employment agreement only, the 2.5 multiplier decreases by 0.5 when Mr. Finnegan attains age 58 and decreases by an additional 0.5 on each of anniversary of such date so that when Mr. Finnegan turns 62, this multiplier will be zero. In addition, the obligation to continue to provide health and welfare benefits would cease if Mr. Finnegan receives such benefits from a new employer. As of December 31, 2007, Mr. Finnegans severance multiplier was equal to 2.5.
Under Mr. Finnegans employment agreement, constructive termination means his voluntary termination of employment following:
Mr. Finnegans employment agreement requires Mr. Finnegan to comply with confidentiality, non-competition and non-solicitation covenants. The non-competition and non-solicitation provisions run during the term of Mr. Finnegans employment through the second anniversary of the termination thereof.
Equity Awards. Under the terms of the 2004 Employee Plan, if outstanding equity awards are assumed by an acquirer in accordance with the terms of the 2004 Employee Plan, the awards would remain outstanding and vesting would not accelerate. In the event of a change in control in which the acquirer did not assume outstanding equity awards in accordance with the 2004 Employee Plan, RSUs would vest in full and performance share awards would become earned and payable at 100% of the applicable target award. These provisions would apply to the outstanding RSUs and performance share awards held by Messrs. OReilly, Motamed, Degnan and Krump as of December 31, 2007. The impact of a change in control on Mr. Finnegans equity awards is discussed below. For purposes of the 2004 Employee Plan, change in control is defined as:
Mr. Finnegan. Upon the occurrence of a change in control (as defined below), Mr. Finnegans employment agreement would be superseded by his change in control employment agreement with us. Mr. Finnegans change in control employment agreement provides generally that the terms and conditions of his employment (including position, location and benefits) may not be adversely changed during the three-year period after a change in control. The change in control employment agreement contains a double trigger mechanism such that (i) if a change in control occurs, and (ii) Mr. Finnegans employment is terminated (other than for cause, death or disability), or constructively terminated, during the three-year period following a change in control, Mr. Finnegan would be entitled to receive:
In addition, any outstanding equity awards would vest and his stock options would continue to be exercisable until the earlier of the fifth anniversary of the date of termination of his employment or the expiration of the option term. Mr. Finnegan also is entitled to reimbursement for legal fees he incurs as a result of the termination of his employment.
For purposes of Mr. Finnegans change in control employment agreement, change in control means:
Mr. Finnegans change in control employment agreement requires Mr. Finnegan to comply with confidentiality, non-competition and non-solicitation covenants. The non-competition and non-solicitation provisions run during the term of Mr. Finnegans employment through the second anniversary of the termination thereof.
Vice Chairmen Change in Control Agreements. In addition to the above terms with respect to equity awards, we have entered into change in control agreements with Messrs. OReilly, Motamed and Degnan. These agreements come into effect in the event that the employment of any of these individuals is terminated (other than as a result of death, disability, retirement, voluntary termination by the individual or for cause) or is constructively terminated within two years after the effective date of the change in control (as defined below). Upon actual or constructive termination following a change in control, the affected individual is entitled to receive a severance payment equal to two times the sum of:
provided that the amount of the severance payment cannot exceed the amount the individual would have received had he remained in our employment until his normal retirement age under the Pension Plan. In addition to severance, the individual also is entitled to reimbursement for legal fees incurred by the individual as a result of the termination and continuation of health and other welfare benefits for a period of two years after the date of termination. The agreements do not provide for a gross-up of any excise taxes that might be triggered by these payments.
For purposes of these agreements, change in control means:
For purposes of these agreements, cause means:
For purposes of these agreements, constructive termination means the individuals voluntary termination of employment following the occurrence of certain events, including:
Mr. Krump. Mr. Krump is not entitled to any payments or benefits beyond those available to salaried employees generally upon a change in control.
Estimate of Incremental Potential Payment
The following tables quantify the additional payments and benefits under the compensation and benefit plans and arrangements to which our NEOs would be entitled upon termination of employment under the termination scenarios described above that are beyond those generally available to our salaried employees. Because the payments to be made to an NEO depend on several factors, the actual amounts to be paid out upon a triggering event can only be determined at the time of the triggering event.