8-KMaterial AgreementsOther EventsExhibits & Filings

Chubb Ltd 8-K Report, Material Agreement (May 23, 2006)

Filed May 23, 2006For Securities:CB

Summary

This 8-K filing from Ace Limited (now Chubb Ltd) on May 23, 2006, primarily details significant changes in executive leadership and associated compensation. The most crucial information for investors revolves around the transition of Brian Duperreault from Executive Chairman to a non-executive Chairman role, effective June 1, 2006. This transition involves a substantial cash bonus recognized for his prior service and a redefined compensation package for his new, less time-intensive role. Additionally, the filing announces the retirement of Robert Staley from the Board of Directors and the election of Mary A. Cirillo to the Board. These board composition changes, alongside the executive transition, are key points for shareholders to consider regarding corporate governance and the company's strategic direction under new leadership.

Key Highlights

  • 1Brian Duperreault transitions from Executive Chairman to non-executive Chairman effective June 1, 2006.
  • 2Mr. Duperreault will receive a $2 million cash bonus in recognition of his service as Executive Chairman for the first five months of 2006.
  • 3Effective June 1, 2006, Mr. Duperreault's total cash compensation will be $600,000 annually, comprising board fees, stock units, and cash.
  • 4Mr. Duperreault will no longer be eligible for officer-level annual cash incentives or long-term incentive awards.
  • 5Executive perquisites and retirement funding benefits for Mr. Duperreault will cease at the end of May 2006.
  • 6Mary A. Cirillo has been elected to the Board of Directors.
  • 7Robert Staley has retired from the Board of Directors.

Frequently Asked Questions

This 8-K filing is primarily to announce significant changes in executive leadership and board composition, specifically the transition of Brian Duperreault from Executive Chairman to non-executive Chairman and the related compensation adjustments, as well as the election of a new director and the retirement of another.

As he transitions to a non-executive Chairman role requiring less time, Mr. Duperreault will receive a $2 million bonus for his prior executive service. His ongoing compensation as non-executive Chairman will be $600,000 annually, which includes board fees, stock units, and cash. He will cease to be eligible for officer-level incentives and will lose most executive perquisites and retirement benefits.

Yes, the filing announces that Mary A. Cirillo has been elected to the Board of Directors, and Robert Staley has retired from the Board.

Mr. Duperreault's new role as non-executive Chairman is expected to require approximately one day per week of his time.