The Travelers Companies (TRV) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 21, 2025, with voting on director elections, auditor ratification, executive compensation, stock plan amendment, and two shareholder proposals.

• Board recommends voting for all director nominees, auditor ratification, executive compensation, and stock plan amendment, and against both shareholder proposals.

• Shareholder engagement remains a priority, with extensive outreach and responsiveness to investor feedback on governance, compensation, and sustainability.

Voting matters and shareholder proposals

• Shareholders will vote on electing 10 directors, ratifying KPMG LLP as auditor, a non-binding say-on-pay vote, amending the 2023 Stock Incentive Plan, and two shareholder proposals (climate-related reporting and golden parachute ratification).

• Board opposes both shareholder proposals, citing existing disclosures and market practices.

• Proxy access and majority voting standards are in place; no poison pill exists.

Board of directors and corporate governance

• Board comprises 10 nominees, 9 of whom are independent, with diverse backgrounds and an average tenure of 6 years.

• All committees except the Executive Committee are fully independent.

• Lead Director role is robust, with clear responsibilities for board oversight.

• Annual board and committee evaluations, director education, and regular refreshment ensure effective governance.