8-KLeadership ChangesExhibits & Filings

TRAVELERS COMPANIES, INC. 8-K Report, Executive Changes (Aug 5, 2015)

Filed August 5, 2015For Securities:TRV

Summary

This Form 8-K filing from The Travelers Companies, Inc. announces a significant leadership transition. Effective December 1, 2015, Alan D. Schnitzer will assume the role of Chief Executive Officer (CEO), succeeding Jay S. Fishman. Mr. Fishman will transition to the role of Executive Chairman, continuing his involvement with the company. The Board of Directors has approved an increase in its size from 12 to 13 directors to accommodate Mr. Schnitzer's appointment to the board and the Executive Committee. This report also details the compensatory arrangements associated with this leadership change. Mr. Fishman's agreement includes provisions for a prorated bonus upon termination as Executive Chairman and a three-year consulting period without a fee, though he will continue to receive certain perquisites. Mr. Schnitzer's new CEO role comes with a $1 million base salary and defined severance benefits in the event of involuntary termination or voluntary termination for "good reason," including provisions related to a change of control. The filing also includes the press release and a letter to employees announcing these changes.

Key Highlights

  • 1Leadership Transition: Alan D. Schnitzer appointed CEO effective December 1, 2015, succeeding Jay S. Fishman.
  • 2Jay S. Fishman transitions to Executive Chairman, remaining involved with the company.
  • 3Board Expansion: The Board of Directors will increase from 12 to 13 members.
  • 4Schnitzer Appointed Director: Alan D. Schnitzer will also join the Board of Directors and the Executive Committee.
  • 5Fishman's New Role Compensation: Mr. Fishman to receive prorated bonus upon termination as Executive Chairman and a 3-year unpaid consulting role with continued perquisites.
  • 6Schnitzer's New Role Compensation: Mr. Schnitzer's base salary set at $1 million, with defined severance packages for termination scenarios.
  • 7Change of Control Provisions: Specific severance benefits for Mr. Schnitzer are outlined in the event of a change of control.

Frequently Asked Questions

The primary change is the appointment of Alan D. Schnitzer as the new Chief Executive Officer (CEO), effective December 1, 2015. Jay S. Fishman will transition from CEO to Executive Chairman.

While Mr. Fishman will not receive a salary as Executive Chairman, he is entitled to his bonus for any prior year if unpaid and a prorated bonus for the year of termination. He has also agreed to a three-year consulting period after his employment ends, during which he will not be paid a fee but will continue to receive certain benefits like transportation and access to a personal assistant.

In case of involuntary termination or voluntary termination for 'good reason,' Mr. Schnitzer is entitled to 2.0 times the sum of his annual base salary and average annual bonus. This includes continued medical benefits for 24 months. Special provisions apply if these events occur within 24 months after a change of control, including full vesting of equity awards.

Yes, the Board of Directors has approved an increase in its size from 12 to 13 directors. This change is effective December 1, 2015, to accommodate Alan D. Schnitzer's appointment as a director.