TRV 10-K Annual Report Dec. 31, 2023 | Alphaminr
TRAVELERS COMPANIES, INC.

TRV 10-K Fiscal year ended Dec. 31, 2023

TRAVELERS COMPANIES, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 1C. CybersecurityItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Shareholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. ReservedItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Shareholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3.1 Amended and Restated Articles of Incorporation of The Travelers Companies, Inc. (the Company), as amended and restated May 23, 2013, were filed as Exhibit 3.1 to the Companys current report on Form 8-K filed on May 24, 2013, and are incorporated herein by reference. 3.2 Bylaws of The Travelers Companies, Inc. as Amended and Restated December 7, 2022, were filed as Exhibit 3.2 to the Companys current report on Form 8-K filed on December 12, 2022, and are incorporated herein by reference. 4.1 Description of Common Stock was filed as Exhibit 4.1 to the Companys annual report on Form 10-K for the fiscal year ended December 31, 2019, and is incorporated herein by reference. 10.1 Revolving Credit Agreement, dated June 15, 2022, between the Company and a syndicate of financial institutions, was filed as Exhibit 10.1 to the Companys current report on Form 8-K filed on June 17, 2022, and is incorporated herein by reference. 10.2* The Travelers Companies, Inc. Policy Regarding Executive Incentive Compensation Recoupment was filed as Exhibit 10.42 to the Companys annual report on Form 10-K for the fiscal year ended December 31, 2009, and is incorporated herein by reference. 10.3* Letter Agreement between Alan D. Schnitzer and the Company, dated April 15, 2007, was filed as Exhibit 10.1 to the Companys quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2007, and is incorporated herein by reference. 10.4* Letter Agreement between Alan D. Schnitzer and the Company, dated August 4, 2015, was filed as Exhibit 10.2 to the Companys quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2015, and is incorporated herein by reference. 10.5* Time Sharing Agreement, dated September 2, 2015, by and between the Company and Alan D. Schnitzer, was filed as Exhibit 10.3 to the Companys quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2015, and is incorporated herein by reference. 10.6* Letter Agreement between Avrohom J. Kess and the Company, dated December 19, 2016, was filed as Exhibit 10.49 to the Companys annual report on Form 10-K for the fiscal year ended December 31, 2016, and is incorporated by reference. 10.7* The Travelers Companies, Inc. 2023 Stock Incentive Plan was filed as Exhibit 4.3 to the Companys Registration Statement on Form S-8 (Registration No. 333-272161) dated May 24, 2023 and is incorporated herein by reference. 10.8* The Travelers Companies, Inc. Amended and Restated 2014 Stock Incentive Plan was filed as Exhibit 10.1 to the Companys current report on Form 8-K filed on May 25, 2021, and is incorporated herein by reference. 10.9* The Travelers Companies, Inc. Amended and Restated 2004 Stock Incentive Plan was filed as Exhibit 10.28 to the Companys annual report on Form 10-K for the fiscal year ended December 31, 2008, and is incorporated herein by reference. 10.10* Amendment to The Travelers Companies, Inc. Amended and Restated 2004 Stock Incentive Plan was filed as Exhibit 10.7 to the Companys annual report on Form 10-K for the fiscal year ended December 31, 2012, and is incorporated herein by reference. 10.12* Amendment to the TPC 2002 Stock Incentive Plan, as amended effective January 23, 2003, was filed as Exhibit 10.9 to the Companys annual report on Form 10-K for the fiscal year ended December 31, 2012, and is incorporated herein by reference. 10.13* Current Director Compensation Program, effective as of May 24, 2023, was filed as Exhibit 10.2 to the Companys quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2023, and is incorporated herein by reference. 10.14* The Companys Amended and Restated Deferred Compensation Plan for Non-Employee Directors was filed as Exhibit 10.1to the Companysquarterlyreport on Form 10-Qfor the fiscalquarterendedSeptember 30, 2023, and is incorporated herein by reference. 10.18* The Travelers Severance Plan (as Amended and Restated, effective January 1, 2022) was filed as Exhibit 10.1 to the Companys quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2022, and is incorporated herein by reference. 10.19* The Companys Senior Executive Performance Plan was filed as Exhibit 10.1 to the Companys quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2005, and is incorporated herein by reference. 10.20* First Amendment to the Companys Senior Executive Performance Plan was filed as Exhibit 10.40 to the Companys annual report on Form 10-K for the fiscal year ended December 31, 2009, and is incorporated herein by reference. 10.21* The Travelers Deferred Compensation Plan, as Amended and Restated, effective January 1, 2009, was filed as Exhibit 99.1 to the Companys Registration Statement on Form S-8 (Registration No. 333-157091) dated February 4, 2009, and is incorporated herein by reference. 10.22* First Amendment to The Travelers Deferred Compensation Plan was filed as Exhibit 10.37 to the Companys annual report on Form 10-K for the fiscal year ended December 31, 2009, and is incorporated herein by reference. 10.24* The Travelers Benefit Equalization Plan, as Amended and Restated effective as of January 1, 2016, was filed as Exhibit 10.29 to the Companys annual report on Form 10-K for the fiscal year ended December 31, 2015, and is incorporated herein by reference. 10.26* The St. Paul Companies, Inc. Benefit Equalization Plan-2001 Revision and the first and second amendments thereto were filed as Exhibit 10.27 to the Companys annual report on Form 10-K for the fiscal year ended December 31, 2004, and are incorporated herein by reference. 10.27* Form of Non-Competition Agreement was filed as Exhibit 10.43 to the Companys annual report on Form 10-K for the fiscal year ended December 31, 2009, and is incorporated herein by reference. 10.28* Form of Amended and Restated Non-Solicitation and Non-Disclosure Agreement for Executive Officers was filed as Exhibit 10.35 to the Companys annual report on Form 10-K for the fiscal year ended December 31, 2016, and is incorporated herein by reference. 10.29* Form of Restricted Stock Unit Award Notification and Agreement (For Management Committee Member Executing Non-Compete) was filed as Exhibit 10.37 to the Companys annual report on Form 10-K for the fiscal year ended December 31, 2014, and is incorporated herein by reference. 10.30* Form of Stock Option Grant Notification and Agreement. 10.31* Form of Restricted Stock Unit Award Notification and Agreement. 10.32* Form of Performance Share Award Notification and Agreement (2021) was filed as Exhibit 10.35 to the Companys annual report on Form 10-K for the fiscal year ended December 31, 2020, and is incorporated herein by reference. 10.33* Form of Performance Share Award Notification and Agreement (2022) was filed as Exhibit 10.34 to the Companys annual report on Form 10-K for the fiscal year ended December 31, 2021, and is incorporated herein by reference. 10.34* Form of Performance Share Award Notification and Agreements (2023) was filed as Exhibit 10.34 to the Companysannual report on Form 10-K for the fiscal year ended December 31, 2022, and is incorporated herein by reference. 10.35* Form of Performance Share Award Notification and Agreement (2024). 10.36* Form of Non-Employee Director Notification and Agreement of Annual Deferred Stock Award. 21.1 A list of the subsidiaries of the Company. 23.1 Consent of KPMG LLP, Independent Registered Public Accounting Firm, with respect to the incorporation by reference of KPMG LLPs audit reports into Registration Statements of the Company on Form S-8 and Form S-3. 24.1 Power of Attorney. 31.1 Certification of Alan D. Schnitzer, Chairman and Chief Executive Officer of the Company, as required by Section302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Daniel S. Frey, Chief Financial Officer of the Company, as required by Section302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Alan D. Schnitzer, Chairman and Chief Executive Officer of the Company, as required by Section906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Daniel S. Frey, Chief Financial Officer of the Company, as required by Section906 of the Sarbanes-Oxley Act of 2002. 97.1* The Travelers Companies, Inc. Policy Regarding Recovery of Executive Compensation Based on Financial Reporting Measures effective December 1, 2023.