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Form DEF 14A HARTFORD FINANCIAL SERVI For: Apr 08

April 8, 2022 10:16 AM EDT

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
 
(Rule 14a-101)
 
INFORMATION REQUIRED IN PROXY STATEMENT
 
SCHEDULE 14A INFORMATION
 
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X] 
Filed by a Party other than the Registrant [   ]  
Check the appropriate box:       
[ ]Preliminary Proxy Statement[ ]Soliciting Material Under Rule 14a-12
[   ]Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
  
[X]Definitive Proxy Statement 
[   ]Definitive Additional Materials 
 The Hartford Financial Services Group, Inc. 
 
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(Name of Registrant as Specified In Its Charter)
 
 (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) 
Payment of Filing Fee (Check the appropriate box):
[X]No fee required
[   ]Fee paid previously with preliminary materials
[   ]Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(4) and 0-11



NOTICE OF 2022 ANNUAL MEETING
OF SHAREHOLDERS

Date and Time
Wednesday, May 18, 2022
12:30 p.m. EDT
Access*
www.virtualshareholdermeeting.com/HIG2022
Record Date
You may vote if you were a shareholder of record at the close of business on March 21, 2022.
Voting Items
Shareholders will vote of the following items of business:
VOTING
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By internet
www.proxyvote.com
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By toll-free telephone
1-800-690-6903
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By mail
Follow the instructions on your proxy card
Board
Recommendation
Page
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At the Annual Meeting
Follow the instructions on the virtual meeting site
1. Elect a Board of Directors for the coming year;
FOR
13
2. Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;
FOR34
IMPORTANT INFORMATION IF YOU PLAN TO ATTEND THE ANNUAL MEETING:
You are entitled to participate (i.e., submit questions and/or vote) in the Annual Meeting if you were a shareholder of record at the close of business on March 21, 2022, the record date, or hold a legal proxy for the meeting provided by your bank, broker, or nominee.
To participate, you will need the 16-digit control number provided on your proxy card, voting instruction form or notice. Shareholders may also vote or submit questions in advance of the meeting at www.proxyvote.com using their 16-digit control number.
If you are not a shareholder or do not have a control number, you may still access the meeting as a guest, but you will not be able to participate.
If you have difficulty accessing the Annual Meeting, please call the number on the registration page of the virtual meeting site. Technicians will be available to assist you.
3. Consider and approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement;
FOR36
4. Select, on a non-binding, advisory basis, the preferred frequency for the advisory vote on named executive officer compensation;
1 YEAR69
5. Vote on shareholder proposal that the company’s Board adopt policies ensuring its underwriting practices do not support new fossil fuel supplies; and
AGAINST70
6. Act upon any other business that may properly come before the Annual Meeting or any adjournment thereof.
The Hartford’s proxy materials are available via the internet at
http://ir.thehartford.com** and www.proxyvote.com, which allows us to reduce printing and delivery costs and lessen adverse environmental impacts.
We hope that you will participate in the Annual Meeting, either by attending and voting at the virtual meeting or by voting through other means. For instructions on voting, please refer to page 77 under “How do I vote my shares?”
We urge you to review the proxy statement carefully and exercise your right to vote.
Dated: April 8, 2022
By order of the Board of Directors
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Donald C. Hunt
Senior Vice President and Corporate Secretary
* In light of the ongoing COVID-19 pandemic, to support the health and well-being of our shareholders, employees, partners and communities, the Annual Meeting will be held in a virtual meeting format via audio webcast only, and not at a physical location.
**References in this proxy statement to our website address are provided only as a convenience and do not constitute, and should not be viewed as, an incorporation by reference of the information contained on, or available through, the website. Therefore, such information should not be considered part of this this proxy statement.
2022 Proxy Statement
1


LETTER FROM OUR CHAIRMAN & CEO AND LEAD DIRECTOR


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Dear fellow shareholders:

The Hartford delivered strong financial performance in 2021 and made significant progress on our ESG journey. While the majority of our workforce has operated remotely since the pandemic began, our employees remain united around The Hartford’s purpose of underwriting human achievement and stand behind our promises to customers and distribution partners.

The Board, too, has operated remotely during this time, and remained highly engaged, meeting virtually 31 times since March 2020. With oversight of the company’s strategic direction, The Board spends significant time at each regularly scheduled Board meeting discussing business unit strategy and performance with business line leaders. Independent directors also meet without management to discuss important issues. An annual strategy deep-dive offers additional opportunity for the directors to probe and question management team members. These ongoing strategy touchpoints allow the Board to affirm that The Hartford is well positioned to deliver maximum value to all stakeholders. As shared during the company’s November 2021 Investor Day, The Hartford seeks to generate superior risk-adjusted returns through:
Accelerated profitable organic growth across our businesses
Unwavering focus on ROE performance, driven by underwriting excellence
Consistent generation of excess capital and optimizing superior returns
A deep-rooted ethical culture and industry-leading environmental, social and governance (ESG) practices
The Hartford possesses an enviable portfolio of leading, core businesses with sustainable, long-term competitive advantages. Over the last decade, the business has undergone a transformational journey to optimize and restructure the portfolio. Significant investments in digital, data and automated solutions across our businesses have strengthened our competitive advantages. Strong M&A execution has reduced exposure to capital market sensitive, lower ROE producing businesses, while broadening product portfolio and distribution reach in our P&C businesses and adding significant scale to our Group Benefits businesses. Additionally, a disciplined approach to capital management has helped produce strong returns.

The prominence of ESG as a critical strategic priority reflects its importance to the Board and management. The Hartford has led the way in embracing its responsibilities to all stakeholders. We continued to raise the bar in 2021 with accomplishments that include:
Publication of our first SASB and second TCFD reports
Release of EEO-1 data
Disclosure of representation goals for women and people of color in senior management roles, which tie senior executive compensation to their achievement
Sign-on to the U.N. Global Compact
Refreshed climate priorities
Commitment to investing $2.5 billion over the next five years in technologies, companies and funds that advance the energy transition and address climate change
We also expanded director engagement with our largest shareholders and shared video messages from several directors via our website, which offer all stakeholders a better view into The Hartford’s boardroom. We are proud these efforts have garnered extensive recognition, including The Hartford’s inclusion for the third straight year as the top-ranked insurance company on JUST Capital list of America’s Most “JUST” Companies for 2022. Going forward, our goal is to further advance the benchmark for ESG in the U.S. insurance sector while expanding efforts around alternative and renewable energy investments, supplier diversity and emerging shareholder expectations. We understand our role in addressing societal challenges and recognize the importance of ESG to the long-term success of our business and the insurance sector as a whole.

To that end, The Hartford has announced our goal to achieve net zero greenhouse gas emissions for its full range of businesses and operations by 2050, in alignment with the Paris Climate Accord. ESG principles are embraced throughout our organization and, like others in the business community, we have set ambitious ESG goals. Today’s announcement builds on our existing initiatives to
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further net zero objectives, including the successful implementation of our Coal and Tar Sands Policy; our targets to operate with 100% renewable-energy source consumption for our facilities by 2030 and to reduce select GHGe by at least 2.1% each year starting in 2015 for a total reduction of 46.2% by 2037; and transparent reporting through TCFD and CDP disclosures. While there are many unknowns that will have a direct impact on our ability to achieve our net zero goal, including the development of appropriate reporting and measurement protocols, we remain committed to fostering a cleaner, healthier environment and to balancing stakeholder impact as we navigate the global energy transition. We look forward to sharing more about our plans to achieve these goals in a future update.

At The Hartford, the best is yet to come. We’re positioned to deliver on our financial objectives and enhance value for all stakeholders. At every level of our company, from the boardroom to the underwriting desk to the call center, we are motivated by our mission of providing people with the support and protection they need to pursue their unique ambitions, seize opportunity, and prevail through unexpected challenge. Thank you for your ongoing support.



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Christopher J. SwiftTrevor Fetter
Chairman and Chief Executive OfficerLead Director
2022 Proxy Statement
3


TABLE OF CONTENTS
PROXY SUMMARY
BOARD AND GOVERNANCE MATTERS
Item 1: Election of Directors
Governance Practices and Framework
Board Composition and Refreshment
Committees of the Board
The Board's Role and Responsibilities
Director Compensation
Certain Relationships and Related Party Transactions
Communicating with the Board
Director Nominees
AUDIT MATTERS
Item 2: Ratification of Independent Registered Public Accounting Firm
Fees of the Independent Registered Public Accounting Firm
Audit Committee Pre-Approval Policies and Procedures
Report of the Audit Committee
COMPENSATION MATTERS
Item 3: Advisory Vote to Approve Executive Compensation
Compensation Discussion and Analysis
Executive Summary
Components of the Compensation Program
Process for Determining Senior Executive Compensation (Including NEOs)
Pay for Performance
Compensation Policies and Practices
Effect of Tax and Accounting Considerations on Compensation Design
Compensation and Management Development Committee Interlocks and Insider Participation
Report of the Compensation and Management Development Committee
Executive Compensation Tables
CEO Pay Ratio
Item 4: Advisory Approval of Preferred Frequency for Advisory Vote on Executive Compensation
SHAREHOLDER PROPOSAL
Item 5: Vote on Shareholder Proposal That the Company’s Board Adopt Policies Ensuring Its Underwriting Practices Do Not Support New Fossil Fuel Supplies
INFORMATION ON STOCK OWNERSHIP
Directors and Executive Officers
Certain Shareholders
Delinquent Section 16(a) Reports
INFORMATION ABOUT THE HARTFORD’S ANNUAL MEETING OF SHAREHOLDERS
Householding of Proxy Materials
Frequently Asked Questions
Other Information
APPENDIX A: RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

Some of the statements in this proxy statement, including those related to our goal of achieving net zero greenhouse gas emissions ("GHGe") for the full range of our businesses and operations by 2050, may be considered forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. We caution investors that these forward-looking statements are not guarantees of future performance, and actual results may differ materially. Factors that could cause actual results to differ, possibly materially, from those in the forward-looking statements include, but are not limited to, our ability to formulate and implement plans to reduce our Scope 1 and 2 GHGe as anticipated; our reliance on third parties, whose actions are outside our control, to reduce our Scope 3 GHGe; and the lack of widely accepted standards for measuring greenhouse gas emissions associated with underwriting, insurance and investment activities, as well as other factors discussed in our 2021 Annual Report on Form 10-K, subsequent Quarterly Reports on Forms 10-Q, and the other filings we make with the Securities and Exchange Commission. We assume no obligation to update this proxy statement, which speaks as of the date issued.

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PROXY SUMMARY
This summary highlights information contained elsewhere in this proxy statement. It does not contain all the information you should consider and you should read the entire proxy statement carefully before voting.

BOARD AND GOVERNANCE HIGHLIGHTS
ITEM 1
ELECTION OF DIRECTORS
Each director nominee has an established record of accomplishment in areas relevant to overseeing our businesses and possesses qualifications and characteristics that are essential to a well-functioning and deliberative governing body.
The Board recommends a vote "FOR" each director nominee
Director Nominee, Current Age
and Present or Most Recent Experience
Independent
Director since
Current
Committees(1)
Other Current
Public Company Boards
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Larry D. De Shon, 62
Former President, CEO and COO,
Avis Budget Group
2020
Audit
FIRMCo
NCG
United Rental, Inc.
Air New Zealand
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Carlos Dominguez, 63
Vice Chairman and Lead Evangelist,
Sprinklr
2018
Comp
FIRMCo
NCG
PROS Holdings
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Trevor Fetter,(2) 62
Senior Lecturer,
Harvard Business School
2007
Comp
FIRMCo
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Donna James, 64
President and CEO,
Lardon & Associates
2021
Audit
FIRMCo
Boston Scientific
Victoria's Secret
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Kathryn A. Mikells, 56
Chief Financial Officer
Exxon Mobil
2010
Audit*
FIRMCo
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Teresa W. Roseborough, 63
Executive Vice President, General Counsel and Corporate Secretary, The Home Depot
2015
Comp
FIRMCo
NCG*
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Virginia P. Ruesterholz, 60
Former Executive Vice President,
Verizon Communications
2013
Comp
FIRMCo
NCG
Bed Bath & Beyond
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Christopher J. Swift, 61
Chairman and CEO,
The Hartford
 2014
FIRMCo
 • Citizens Financial Group
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Matthew E. Winter, 65
Former President,
The Allstate Corporation
2020
FIRMCo
Comp*
• ADT
• H&R Block
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Greig Woodring, 70
Former President and CEO,
Reinsurance Group of America
2017
Audit
FIRMCo
* Denotes committee chair.
(1)Full committee names are as follows: Audit – Audit Committee; Comp – Compensation and Management Development Committee; FIRMCo – Finance, Investment and Risk Management Committee; NCG – Nominating and Corporate Governance Committee.
(2)Mr. Fetter serves as the Lead Director. For more details on the Lead Director’s role, see page 14.


2022 Proxy Statement
5

PROXY SUMMARY
BOARD NOMINEE COMPOSITION
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GOVERNANCE BEST PRACTICES
The Board and management regularly review best practices in corporate governance and modify our governance policies and practices as warranted. Our current best practices are highlighted below.
Independent Oversight
All directors are independent, other than the CEO
Independent key committees (Audit, Compensation, Nominating)
Empowered and engaged independent Lead Director
Engaged Board /Shareholder Rights
All directors elected annually 
Majority vote standard (with plurality carve-out for contested elections)
Proxy access right with market terms
Director resignation policy
Over-boarding policy limits total public company boards, including The Hartford, to five for non-CEOs and two for sitting CEOs
Rigorous Board and committee self-evaluation conducted annually; third-party Board and individual director evaluations conducted triennially
Meaningful Board education and training on recent and emerging governance and industry trends
Annual shareholder engagement program focused on sustainability, compensation and governance issues
Good Governance
Board diversity of experience, tenure, age, gender, race and ethnicity
Mandatory retirement age of 75
Diversity policy or "Rooney Rule" commitment to ensure diverse candidates are included in the pool from which board and external CEO candidates are selected
Annual review of CEO succession plan by the independent directors with the CEO
Annual Board review of long-term and emergency succession plans for senior management and the CEO
Stock-ownership guidelines of 6x salary for CEO and 4x salary for other named executive officers
Annual Nominating Committee review of The Hartford's political and lobbying policies and expenditures
Commitment to Sustainability
Board oversight of sustainability matters; Nominating Committee oversight of sustainability governance framework
Comprehensive sustainability reporting, including a Sustainability Highlight Report, TCFD and SASB reports and EEO-1 data
Sustainability Governance Committee, including several subcommittees, comprised of senior management charged with overseeing a comprehensive sustainability strategy and ensuring the full Board is briefed at least annually
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PROXY SUMMARY
SUSTAINABILITY PRACTICES
We believe that having a positive impact on the world is the right thing to do and a business imperative. Fostering and safeguarding human achievement has been our business for over two hundred years, and sustainability considerations are integral to our strategy. We recognize that people want to work for, invest in, and buy from an organization that shares their values. Our sustainability efforts address environmental, social and governance ("ESG") impacts as highlighted in the following key areas:
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To learn more, please access our Sustainability Highlight Report, which presents our sustainability goals and provides data on our sustainability practices and achievements, as well as our TCFD, SASB, and EEO-1 reports at: https://www.thehartford.com/about-us/corporate-sustainability.
2022 Proxy Statement
7

PROXY SUMMARY
AUDIT HIGHLIGHTS
ITEM 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
As a matter of good corporate governance, the Board is asking shareholders to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for 2022.
The Board recommends a vote "FOR" this item

COMPENSATION HIGHLIGHTS
ITEM 3
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
The Board is asking shareholders to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement. Our executive compensation program is designed to promote long-term shareholder value creation and support our strategy by (1) encouraging profitable organic growth and ROE performance while maintaining an ethical culture supported by industry-leading ESG practices, (2) providing market-competitive compensation opportunities designed to attract and retain talent needed for long-term success, and (3) appropriately aligning pay with short- and long-term performance.
The Board recommends a vote "FOR" this item
The Hartford’s mission is to provide people with the support and protection they need to pursue their unique ambitions, seize opportunity, and prevail through unexpected challenge. Our strategy to maximize value creation for all stakeholders focuses on advancing underwriting excellence, emphasizing digital capabilities, maximizing distribution channels, optimizing organizational efficiency, and advancing ESG leadership.
We endeavor to maintain and enhance our position as a market leader by leveraging our core strengths of underwriting excellence, risk management, claims, product development and distribution. We are investing in claims, analytics, data science and digital capabilities to strengthen our existing competitive advantages.
An ethics, people, and performance-focused culture drives our values. We have taken proactive positions on ESG issues important to our sustainability, and our capacity to deliver long-term shareholder value.
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PROXY SUMMARY
2021 FINANCIAL RESULTS
Our 2021 financial results were excellent, compared to 2020, with strong limited partnership income and higher underlying P&C underwriting results, partially offset by a change from net favorable to net unfavorable P&C prior accident year reserve development and an increase in group life excess mortality claims. Full year net income available to common stockholders and core earnings* were $2.34 billion ($6.62 per diluted share) and $2.18 billion ($6.15 per diluted share), respectively. Net income and core earnings return on equity ("ROE")*† were 13.1% and 12.7%, respectively.

Highlighted below are year-over-year comparisons of our net income available to common stockholders and core earnings performance and our three-year net income ROE and core earnings ROE results. Core earnings is the primary determinant of our annual incentive plan ("AIP") funding, as described on page 42, and average annual core earnings ROE over a three-year performance period is the metric used for 50% of performance shares granted to Senior Executives, as described on page 45 (in each case, as adjusted for compensation purposes).
* Denotes a non-GAAP financial measure. For definitions and reconciliations to the most directly comparable GAAP measure, see Appendix A.
† Net income ROE represents net income available to common stockholders ROE.
    
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TOTAL SHAREHOLDER RETURNS
The following chart shows The Hartford's total shareholder return ("TSR") relative to  the S&P 500, S&P 500 Insurance Composite and S&P P&C indices and our 2021 Corporate Peer Group (provided on page 51).
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Includes reinvestment of dividends.
COMPONENTS OF COMPENSATION AND PAY MIX
NEO compensation is heavily weighted toward variable compensation (annual and long-term incentives), where actual amounts earned may differ from target amounts based on company and individual performance. Each NEO has a target total compensation opportunity that is reviewed annually by the Compensation Committee (in the case of the CEO, by the independent directors) to ensure alignment with our compensation objectives and market practice.
2022 Proxy Statement
9

PROXY SUMMARY
Compensation ComponentDescription
Base Salary• Fixed level of cash compensation based on market data, internal pay equity, experience, responsibility, expertise and performance.
Annual Incentive Plan• Variable cash award based primarily on annual company operating performance against a predetermined financial target and achievement of individual performance goals aligned with the company's strategic priorities.
Long-Term Incentive Plan
Variable awards granted based on individual performance, retention and market data.
Designed to drive long-term performance, align senior executive interests with shareholders, and foster retention.
Award mix (50% performance shares and 50% stock options) reflects stock price performance, peer-relative shareholder returns (stock price and dividends) and operating performance.
Approximately 91% of CEO target annual compensation and approximately 84% of other NEO target annual compensation are variable based on performance, including stock price performance:
Target Pay Mix — CEO
Salary
9%
Annual Incentive
22%
Long-Term Incentive
69%
Variable with Performance: 91%
Target Pay Mix — Other NEOs
Salary
16%
Annual Incentive
29%
Long-Term Incentive
55%
Variable with Performance: 84%
2021 COMPENSATION DECISIONS
2021 Compensation DecisionsRationale
The Compensation Committee updated the payout curve for 2021 AIP awards
The Compensation Committee updated the AIP curve for 2021 awards to reduce the slope for payouts in the range of +/-5% of target, which increases predictability and reduces volatility of payouts for performance in that range. (page 42)
The Compensation Committee added a diversity modifier for 2021-2023 performance shares
The Compensation Committee added a modifier to performance shares awarded in 2021 tied to the company’s diversity and workforce representation goals. The modifier will increase or decrease the aggregate payout on 2021 performance share awards (after compensation core ROE and TSR performance objectives have been determined) by +/- 10% based upon performance against pre-determined year-end 2023 representation goals for women and people of color, with the maximum payout not to exceed 200% of target. The Compensation Committee's intent is to include the modifier with 2024 and 2027 performance share awards to encourage progress toward the Company's 2030 representation goals. (page 46)
The Compensation Committee approved an AIP funding level of 158% of targetPerformance against the pre-established Compensation Core Earnings target produced a formulaic AIP funding level of 158% of target. The Compensation Committee undertook its qualitative review of performance and concluded that the formulaic AIP funding level appropriately reflected 2021 performance. Accordingly, no adjustments were made. (page 43)
The Compensation Committee certified a 2019-2021 performance share award payout at 157% of target. The company's average annual Compensation Core ROE during the performance period was 12.2%, resulting in a payout of 113% of target for the ROE component (50% of the award). The company's TSR during the period was at the 87th percentile of the performance peers, resulting in a 200% payout for the TSR component (50% of the award). (page 46)


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PROXY SUMMARY
The Compensation Committee (and, in the case of the CEO, the independent directors) approved the following compensation for each NEO:
Base SalaryAIP AwardLTI AwardTotal Compensation
NEO
2021
Change from 2020
2021
Change from 2020
2021
Change from 2020
2021
Change from 2020
Christopher Swift$1,150,000 0%$4,740,000 97.5%$9,250,0008.8%$15,140,000 25.6 %
Beth Costello$725,000 0%$2,054,000 105.4%$2,000,0008.1%$4,779,000 33.7 %
Douglas Elliot$950,000 0%$3,002,000 97.5%$5,450,0002.6%$9,402,000 20.8 %
David Robinson$600,000 0%$1,224,500 111.1%$1,450,00011.5%$3,274,500 32.0 %
Amy Stepnowski$450,000 NA*$1,343,000 NA*$850,000NA*$2,643,000 NA*
William Bloom$625,000 0%$1,000,000 25.0%$1,600,00023.1%$3,225,000 18.3 %
*Ms. Stepnowski was not previously an NEO.
This table provides a concise picture of compensation decisions made in 2021, and highlights changes from 2020. In each case, Total 2021 Compensation was higher than 2020 compensation due primarily to the higher AIP awards for 2021. Another view of 2021 compensation for the NEOs is available in the Summary Compensation Table on page 54.
COMPENSATION BEST PRACTICES
Our current compensation best practices include the following:
WHAT WE DO
Compensation heavily weighted toward variable pay
Senior Executives generally receive the same benefits as other full-time employees
Double-trigger requirement for cash severance and equity vesting upon a change of control*
Cash severance upon a change of control not to exceed 2x base salary + bonus
Independent compensation consultant
Risk mitigation in plan design and annual review of compensation plans, policies and practices
Claw-back provisions in compensation and severance plans
Prohibition on hedging, monetization, derivative and similar transactions with company securities
Prohibition on Senior Executives pledging company securities
Stock ownership guidelines for directors and Senior Executives
Periodic review of compensation peer groups
Competitive burn rate and dilution for equity program
* Double-trigger vesting for equity awards applies if the awards are assumed or replaced with substantially equivalent awards.
WHAT WE DON'T DO
û
No Senior Executive tax gross-ups for perquisites or excise taxes on severance payments
û
No individual employment agreements
û
No granting of stock options with an exercise price less than the fair market value of our common stock on the date of grant
û
No re-pricing of stock options
û
No buy-outs of underwater stock options
û
No reload provisions in any stock option grant
û
No payment of dividends or dividend equivalents on equity awards until vesting

SAY-ON-PAY RESULTS
At our 2021 annual meeting, we received 96% support on Say-on-Pay. The Compensation Committee considered the vote to be an endorsement of The Hartford’s executive compensation programs and policies, and recent program changes. They took this strong level of support into account in their ongoing review of those programs and policies. Management also discussed the vote, along with aspects of its executive compensation, sustainability and corporate governance practices, during our annual shareholder
2022 Proxy Statement
11

PROXY SUMMARY
engagement program to gain a deeper understanding of shareholders’ perspectives. Feedback regarding the compensation program was generally positive, with many shareholders expressing support for the Compensation Committee's addition of a diversity modifier to performance share awards. For further discussion of our shareholder engagement program, see page 21.
ITEM 4
ADVISORY APPROVAL OF PREFERRED FREQUENCY FOR ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS
Section 14A of the Securities Exchange Act of 1934, as amended, provides that shareholders can indicate their preference, at least once every six years, as to how frequently the company should seek an advisory vote on NEO compensation as disclosed pursuant to the SEC's compensation disclosure rules. By voting on this proposal, shareholders may indicate whether they would prefer that the company seek future advisory votes on NEO compensation once every one, two, or three years.
The Board recommends that shareholders vote for the option of every "1 year" as the frequency with which shareholders are provided an opportunity to vote on named executive officer compensation, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission.

ITEM 5
SHAREHOLDER PROPOSAL THAT THE COMPANY'S BOARD ADOPT POLICIES ENSURING ITS UNDERWRITING PRACTICES DO NOT SUPPORT NEW FOSSIL FUEL SUPPLIES
Vote on the shareholder proposal that The Hartford’s Board of Directors adopt and disclose new policies to help ensure that its underwriting practices do not support new fossil fuel supplies, in alignment with the IEA’s Net Zero Emissions by 2050 Scenario.
×
The Board of Directors unanimously recommends that shareholders vote "AGAINST" this Proposal for the following reasons:
The Hartford is a leader in the insurance industry in its efforts to address climate change and support the global energy transition;
The Hartford has announced a goal to achieve net zero greenhouse gas emissions for its full range of business and operations by 2050, in alignment with the Paris Climate Accord;
The Hartford does not support divestiture-first strategies as an effective path to net zero;
The Proposal would create regulatory risk and complexity without any benefit;
The Proposal would encroach upon The Hartford’s underwriting judgment; and
The Proposal runs counter to shareholder sentiment and the direct feedback we have heard during our regular discussions with shareholders.
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BOARD AND GOVERNANCE MATTERS
ITEM 1
ELECTION OF DIRECTORS
The Nominating Committee believes the director nominees possess qualifications, skills and experience that are consistent with the standards for the selection of nominees for election to the Board set forth in our Corporate Governance Guidelines described on pages 16-17 and have demonstrated the ability to effectively oversee The Hartford’s corporate, investment and business operations. Biographical information for each director nominee is described beginning on page 29, including the principal occupation and other public company directorships (if any) held in the past five years and a description of the specific experience and expertise that qualifies each nominee to serve as a director of The Hartford.
The Board recommends a vote "FOR" each director nominee
GOVERNANCE PRACTICES AND FRAMEWORK
At The Hartford, we aspire to be an exceptional company celebrated for financial performance, character, and customer value. We believe good governance practices and responsible corporate behavior are central to this vision and contribute to our long-term performance. Accordingly, the Board and management regularly consider best practices in corporate governance and shareholder feedback and modify our governance policies and practices as warranted. Our current best practices include:
Independent Oversight
All directors are independent, other than the CEO
Independent key committees (Audit, Compensation, Nominating)
Empowered and engaged independent Lead Director
Engaged Board /Shareholder Rights
All directors elected annually 
Majority vote standard (with plurality carve-out for contested elections)
Proxy access right with market terms
Director resignation policy
Over-boarding policy limits total public company boards, including The Hartford, to five for non-CEOs and two for sitting CEOs
Rigorous Board and committee self-evaluation conducted annually; third-party Board and individual director evaluations conducted triennially
Meaningful Board education and training on recent and emerging governance and industry trends
Annual shareholder engagement program focused on sustainability, compensation and governance issues
Good Governance
Board diversity of experience, tenure, age, gender, race and ethnicity
Mandatory retirement age of 75
Diversity policy or "Rooney Rule" commitment to ensure diverse candidates are included in the pool from which board and external CEO candidates are selected
Annual review of CEO succession plan by the independent directors with the CEO
Annual Board review of long-term and emergency succession plans for senior management and the CEO
Stock-ownership guidelines of 6x salary for CEO and 4x salary for other named executive officers
Annual Nominating Committee review of The Hartford's political and lobbying policies and expenditures
Commitment to Sustainability
Board oversight of sustainability matters; Nominating Committee oversight of sustainability governance framework
Comprehensive sustainability reporting, including a Sustainability Highlight Report, TCFD and SASB reports and EEO-1 data
Sustainability Governance Committee, including several subcommittees, comprised of senior management charged with overseeing a comprehensive sustainability strategy and ensuring the full Board is briefed at least annually
2022 Proxy Statement
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BOARD AND GOVERNANCE MATTERS
The fundamental responsibility of our directors is to exercise their business judgment to act in what they reasonably believe to be the best interests of The Hartford and its shareholders. The Board fulfills this responsibility within the general governance framework provided by the following documents:
Articles of Incorporation
By-laws
Corporate Governance Guidelines (compliant with the listing standards of the New York Stock Exchange ("NYSE") and including guidelines for determining director independence and qualifications)
Charters of the Board’s four standing committees (the Audit Committee; the Compensation and Management Development Committee ("Compensation Committee"); the Finance, Investment and Risk Management Committee ("FIRMCo"); and the Nominating and Corporate Governance Committee ("Nominating Committee"))
Code of Ethics and Business Conduct
Code of Ethics and Business Conduct for Members of the Board of Directors
Copies of these documents are available on our investor relations website at http://ir.thehartford.com or upon request sent to our Senior Vice President and Corporate Secretary (see page 79 for details).
DIRECTOR INDEPENDENCE
The Board annually reviews director independence under applicable law, the listing standards of the NYSE and our Corporate Governance Guidelines. In addition, per our Corporate Governance Guidelines, in order to identify potential conflicts of interest and to monitor and preserve the independence, any director who wishes to become a director of another for-profit entity must obtain the pre-approval of the Nominating Committee. The Board has affirmatively determined that all directors other than Mr. Swift are independent.
BOARD LEADERSHIP STRUCTURE
Board Chair
Independent Lead Director
The roles of CEO and Chairman of the Board (“Chairman”) are held by Christopher Swift. Mr. Swift has served as CEO since July 1, 2014, and was appointed Chairman on January 5, 2015. In late 2014, before Mr. Swift assumed the role of Chairman, the Board deliberated extensively on our board leadership structure, seeking feedback from shareholders and considering corporate governance analysis. The Board concluded then, and continues to believe, that our historical approach of combining the roles of CEO and Chairman while maintaining strong, independent board leadership is the optimal leadership structure for the Board to carry out its oversight of our strategy, business operations and risk management.
The Board believes other elements of our corporate governance structure ensure independent directors can perform their role as fiduciaries in the Board’s oversight of management and our business, and minimize any potential conflicts that may result from combining the roles of CEO and Chairman. For example:
• All directors other than Mr. Swift are independent;
• An empowered and engaged Lead Director provides independent Board leadership and oversight; and
• At each regularly scheduled Board meeting, the non-management directors meet in executive session without the CEO and Chairman present (twenty-one such meetings in 2021).
As part of its evaluation process, the Board reviews its leadership structure annually as part of its evaluation process to ensure it continues to serve the best interests of shareholders and positions the company for future success.
Whenever the CEO and Chairman roles are combined, our Corporate Governance Guidelines require the independent directors to elect an independent Lead Director. Trevor Fetter was elected our Lead Director in May 2017. The responsibilities and authority of the Lead Director include the following:
Presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors;
Serving as a liaison between the CEO and Chairman and the non-management directors;
Regularly conferring with the Chairman on matters of importance that may require action or oversight by the Board, ensuring the Board focuses on key issues and tasks facing The Hartford;
Approving information sent to the Board and meeting agendas for the Board;
Approving the Board meeting schedules to help ensure that there is sufficient time for discussion of all agenda items;
Maintaining the authority to call meetings of the independent non-management directors;
Approving meeting agendas and information for the independent non-management sessions and briefing, as appropriate, the Chairman on any issues arising out of these sessions;
If requested by shareholders, ensuring that they are available, when appropriate, for consultation and direct communication; and
Leading the Board’s evaluation process and discussion on board refreshment and director tenure, as well as setting and reviewing board goals.
The Board believes that these duties and responsibilities provide for strong independent Board leadership and oversight.
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ANNUAL BOARD EVALUATION PROCESS
The Nominating Committee oversees the Board's multi-step evaluation process to ensure an ongoing, rigorous assessment of the Board’s effectiveness, composition and priorities and to inform the Board's succession planning. In addition to the full Board evaluation process, the standing committees of the Board undertake separate self-assessments on an annual basis.
As part of a multi-year effort to enhance the evaluation process, the Board has adopted the following changes:
2016 - Adopted individual director interviews led by the Lead Director and a mid-year review of progress against formal Board goals;
2018 - Adopted third-party facilitated evaluations every three years, commencing in 2019, to promote more candid conversations, provide a neutral perspective, and help the Board benchmark its corporate governance practices; and
2020 - Adopted individual director evaluations every three years, commencing in 2022, as part of the third-party facilitated Board evaluation.
In each case, the Board sought and considered shareholder feedback on the merits of these changes prior to adoption.
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Board Evaluation and
Development of Goals
(May)
The Lead Director, or third-party evaluator, leads a Board evaluation discussion in an executive session guided by the Board’s self-assessment questionnaire and key themes identified through one-on-one discussions. The Board identifies successes and areas for improvement from the prior Board year and establishes formal goals for the year ahead.
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Annual Corporate Governance Review / Shareholder Engagement Program
(October to December)
The Nominating Committee performs an annual review of The Hartford's corporate governance policies and practices in light of best practices, recent developments and trends. In addition, the Nominating Committee reviews feedback on governance issues provided by shareholders during our annual shareholder engagement program.
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Interim Review of Goals
(December)
The Lead Director leads an interim review of progress made against the goals established during the Board evaluation discussion in May.
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Board Self-Assessment Questionnaires
(February)
The governance review and shareholder feedback inform the development of written questionnaires that the Board and its standing committees use to help guide self-assessment. The Board’s questionnaire covers a wide range of topics, including the Board’s:
• Fulfillment of its responsibilities under the Corporate Governance Guidelines;
• Effectiveness in overseeing our business plan, strategy and risk management;
• Leadership structure and composition, including mix of experience, skills, diversity and tenure;
• Relationship with management; and
• Processes to support the Board’s oversight function.
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One-on-One Discussions
(February to May)
The Lead Director, or third-party evaluator, meets individually with each independent director on Board effectiveness, dynamics and areas for improvement. Beginning in 2022, third-party led discussions also include directors' evaluations of their peers.
When the Lead Director led the Board evaluation session in May 2021, there was agreement that the Board maintained its focus on stated goals in 2020, but appropriately shifted its focus due to the pandemic. As a result, there was a high degree of continued interest from 2020-2021 priorities to 2021-2022 priorities, with some change in emphasis. There was also agreement that the Board was fully effective in virtual meetings, and was successful in integrating and adding new members. At the same time, there was consensus around the 2021-2022 goals for the Board, including driving profitable growth strategies, overseeing strong management succession processes, monitoring the future economic landscape, focusing on the Personal Lines business, and staying abreast of cyber threats and preparedness.
2022 Proxy Statement
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BOARD AND GOVERNANCE MATTERS
BOARD COMPOSITION AND REFRESHMENT
DIRECTOR SUCCESSION PLANNING
The Nominating Committee is responsible for identifying and recommending to the Board candidates for Board membership. Throughout the year, the Nominating Committee considers the Board’s composition, skills and attributes to determine whether they are aligned with our long-term strategy and major risks, and each year devotes a session to board succession planning over a longer-term (generally three-year) period. The succession planning process is informed by the results of the Board and committee evaluation processes, as well as anticipated needs in light of The Hartford’s retirement policy (described below). To assist the Nominating Committee in identifying prospective Board nominees when undertaking a search, the company retains an outside search firm. The Nominating Committee also considers candidates suggested by its members, other Board members, management and shareholders.
The Nominating Committee evaluates candidates against the standards and qualifications set forth in our Corporate Governance Guidelines as well as other relevant factors, including the candidate's potential contribution to the diversity of the Board. In 2018 the Board amended our Corporate Governance Guidelines to ensure that diverse candidates are included in the pool from which board candidates are selected.
The Nominating Committee's most recent director search culminated in the election of Donna James, who brings extensive insurance industry experience gained during a 25-year career as a senior executive at Nationwide Insurance, as well as significant corporate governance experience by virtue of her service on several major public company boards. Ms. James’ election made her the fourth female member, and third member of color, of the current Board. She joined the Board in February 2021, and was appointed to the Audit Committee in May 2021 and the Nominating and Corporate Governance Committee effective in May 2022.

The graphic below illustrates our typical succession planning process, which begins with an assessment the Board's current skills and attributes, and then identifies skills or attributes that are needed, or may be needed in the future, in light of the company's strategy.
Overview of Director Search Process
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Development of Candidate Specification
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Screening of Candidates
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Meeting With Candidates
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Decision and Nomination
Develop skills matrix to identify desired skills and attributes, including diversity

Target areas of expertise aligned with our strategy
Select outside search firms to lead process and/or consider internal or shareholder recommendations

Screen candidates for each specification identified
Top candidates are interviewed by Nominating Committee members, other directors, and management

Finalist candidates undergo background and conflicts checks
Nominating Committee recommendation of candidates and committee assignments to full Board

Board consideration and adoption of recommendation
DIRECTOR ONBOARDING AND ENGAGEMENT
All directors are expected to invest the time and energy required to gain an in-depth understanding of our business and strategy. Our director onboarding program is designed to reduce the learning curve for new members and enable them to provide meaningful contributions to the oversight of the company as early in their tenures as possible. It consists of two phases. Phase one is designed to provide a solid foundation on our businesses, financial performance, strategy, risk and governance. New directors devote numerous briefing sessions with senior management to review key functional areas of the company and their committee assignment responsibilities. Phase two is an opportunity for new directors to continue learning about the business at their discretion after they have been on the Board for six to twelve months.  Directors are afforded time to familiarize themselves with the company so they can identify areas for additional education and development. In addition, we have formalized our board mentorship program to help integrate members with experienced directors. New directors are also encouraged to attend all committee meetings during their first year to help accelerate their understanding of the company and the Board. 
Our Board members also participate in company activities and engage directly with our employees at a variety of events throughout the year, including typically an annual dinner with employees working on key strategic business priorities or engaged with our employee resource groups ("ERGs"). Although the pandemic continued to limit in-person involvement in 2021, directors participated in virtual town hall meetings and ERG events.
DIRECTOR TENURE
The Nominating Committee strives for a Board that includes a mix of varying perspectives and breadth of experience. Newer directors bring fresh ideas and perspectives, while longer tenured directors bring extensive knowledge of our complex operations. As part of its annual evaluation process, the Board assesses its overall composition, including director tenure, and does not believe the independence of any director nominee is compromised solely due to Board tenure. The Board believes that its rigorous self-
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BOARD AND GOVERNANCE MATTERS
evaluation process (described above), combined with its mandatory retirement policy at age 75, are effective in promoting Board renewal, as demonstrated by the addition of seven new directors since 2015, and the mandatory retirement of two of our longest tenured directors this year.
DIRECTOR DIVERSITY
The Board believes a diverse membership with varying perspectives and breadth of experience is an important attribute of a well-functioning board and contributes positively to robust discussion at meetings. The Nominating Committee considers diversity in the context of the Board as a whole and takes into account considerations relating to race, gender, ethnicity and the range of perspectives the directors bring to their Board work. As part of its consideration of prospective nominees, the Board and the Nominating Committee monitor whether the directors as a group meet The Hartford’s criteria for the composition of the Board, including diversity considerations. As part of our continuing efforts to bring diverse perspectives to the Board:
Since 2010, the Board has appointed five women and three people of color as directors;
The Board's Audit and Nominating Committees are both currently chaired by women;
In 2018, the Board amended our Corporate Governance Guidelines to ensure that diverse candidates are included in the pool from which board candidates are selected; and
In 2021, Donna James joined the Board, increasing the current representation on the Board to four female directors and three directors of color.
BOARD NOMINEE COMPOSITION
The Board currently has an average tenure of 8 years, is 33% women, and 25% people of color; however, two of our longest-tenured directors will reach our mandatory retirement age in 2022. The charts below reflect average tenure and representation of women and people of color for the director nominees standing for election at the date of the Annual Meeting of Shareholders.

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SHAREHOLDER PROPOSED NOMINEES
The Nominating Committee will consider director candidates recommended by shareholders using the same criteria described above. Shareholders may also directly nominate someone at an annual meeting. Nominations for director candidates are closed for 2022. To nominate a candidate at our 2023 Annual Meeting, notice must be received by our Senior Vice President and Corporate Secretary at the address below by February 17, 2023 and must include the information specified in our By-laws, including, but not limited to, the name of the candidate, together with a brief biography, an indication of the candidate’s willingness to serve if elected, and evidence of the nominating shareholder’s ownership of our Common Stock.
Pursuant to our proxy access By-law, a shareholder, or group of up to 20 shareholders, may nominate a director and have the nominee included in our proxy statement. The shareholder, or group collectively, must have held at least 3% of our Common Stock for three years in order to make a nomination, and may nominate as many as two directors, or a number of directors equal to 20% of the Board, whichever is greater, provided that the shareholder(s) and the nominee(s) satisfy the requirements in our By-laws. Notice of proxy access director nominees for inclusion in our 2023 proxy statement must be received by our Senior Vice President and Corporate Secretary at the address below no earlier than November 9, 2022 and no later than December 9, 2022.
In each case, submissions must be delivered or mailed to Donald C. Hunt, Senior Vice President and Corporate Secretary, The Hartford Financial Services Group, Inc., One Hartford Plaza, Hartford, CT 06155.
2022 Proxy Statement
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BOARD AND GOVERNANCE MATTERS
COMMITTEES OF THE BOARD
The Board has four standing committees: the Audit Committee; the Compensation Committee; FIRMCo; and the Nominating Committee. The Board has determined that all of the members of the Audit Committee, the Compensation Committee and the Nominating Committee qualify as “independent” under applicable law, the listing standards of the NYSE and our Corporate Governance Guidelines. The current members of the Board, the committees on which they serve and the primary functions of each committee are identified below.
AUDIT COMMITTEE
CURRENT MEMBERS:*
R. Allardice III
L. De Shon
D. James
K. Mikells (Chair)
M. Morris
G. Woodring
MEETINGS IN 2021: 9
The Audit Committee had a heightened focus on cyber risks, particularly given the increased incidence of ransomware attacks and the expanding threat landscape. The Committee also continued to review in-depth assessments of overall risk and control environments for several lines of business and functional areas, while also reviewing processes for evaluating loss reserves that are more difficult to estimate, including reserves for excess mortality claims in the Group Benefits business."
Kathryn Mikells, Committee Chair since 2019
ROLES AND RESPONSIBILITIES
Oversees the integrity of the company's financial statements.
Oversees accounting, financial reporting and disclosure processes and the adequacy of management’s systems of internal control over financial reporting.
Oversees the company's relationship with, and performance of, the independent registered public accounting firm, including its qualifications and independence.
• Considers appropriateness of rotation of independent registered public accounting firm
Oversees the performance of the internal audit function.
Oversees operational risk, business resiliency and cybersecurity.
Oversees the company's compliance with legal and regulatory requirements and our Code of Ethics and Business Conduct.
Discusses with management policies with respect to risk assessment and risk management.
* The Board has determined that all members are “financially literate” within the meaning of the listing standards of the NYSE and “audit committee financial experts” within the meaning of the SEC’s regulations.
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COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
CURRENT MEMBERS:
C. Dominguez
T. Fetter
T. Roseborough
V. Ruesterholz
M. Winter (Chair)

MEETINGS IN 2021: 6
When making compensation decisions with respect to the 2021 performance year, in addition to factors such as The Hartford’s outstanding operational and share price performance, the Compensation Committee considered The Hartford’s progress to attract, retain and develop talent, as well as ongoing efforts to create a diverse, equitable and inclusive culture. The Hartford made significant progress on its talent and DEI agenda in 2021, including the internal promotions of female executives to the roles of Chief Information Officer, Chief Ethics and Compliance Officer and Chief Claims Officer – which were the result of deliberate succession planning that capitalized on our deep bench strength – as well as the external hire of a new Chief Marketing Officer. Over the course of the year as the workforce continued to navigate the pandemic, the Committee also monitored the actions the company took to support employee health and well-being while continuing to foster a high-performance culture.
Matthew Winter, Committee Chair since 2021
ROLES AND RESPONSIBILITIES
Oversees executive compensation and assists in defining an executive total compensation policy.
Works with management to develop a clear relationship between pay levels, performance and returns to shareholders, and to align compensation structure with objectives.
Has sole authority to retain, compensate and terminate any consulting firm used to evaluate and advise on executive compensation matters.
Considers independence standards required by the NYSE or applicable law prior to retaining compensation consultants, accountants, legal counsel or other advisors.
Reviews initiatives and progress in the area of human capital management, including an annual review of the diversity of the company’s workforce and diversity, equity and inclusion (“DE&I”) programs, and of the company’s process and analysis for assessing pay equity.
• Reviews succession and continuity plans for the CEO and each member of the executive leadership team that reports to the CEO.
• Meets annually with a senior risk officer to discuss and evaluate whether incentive compensation arrangements create material risks to the company.
Responsible for compensation actions and decisions with respect to certain senior executives, as described in the Compensation Discussion and Analysis beginning on page 37.
 
FINANCE, INVESTMENT AND RISK MANAGEMENT COMMITTEE
CURRENT MEMBERS:
R. Allardice III (Chair)
L. De Shon
C. Dominguez
T. Fetter
D. James
K. Mikells
M. Morris
T. Roseborough
V. Ruesterholz
C. Swift
M. Winter
G. Woodring
MEETINGS IN 2021: 5
In 2021, FIRMCo continued to devote substantial time to reviewing the COVID-19 pandemic’s effect on the risk profile of the company, including impacts to insurance coverages, the economy and financial markets, and the legal and regulatory environment. The committee also regularly reviewed emerging risks related to cyber insurance and the evolving external threat environment, property catastrophe exposures, particularly in light of the implications of climate change and severe weather, as well as the ongoing insurance underwriting practices of The Hartford.
Robert B. Allardice III, Committee Chair since 2016
ROLES AND RESPONSIBILITIES
Reviews and recommends changes to enterprise policies governing management activities relating to major risk exposures such as market risk, liquidity and capital requirements, insurance risks, including acts of terrorism and changing climate or weather patterns, and any other risk that poses a material threat to the strategic viability of the company.

Reviews the company's overall risk appetite framework, which includes an enterprise risk appetite statement, risk preferences, risk tolerances, and an associated limit structure for each of the company's major risks.
Reviews and recommends changes to financial, investment and risk management guidelines.
Provides a forum for discussion among management and the entire Board of key financial, investment, and risk management matters.

2022 Proxy Statement
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BOARD AND GOVERNANCE MATTERS
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Current Members:
L. De Shon
C. Dominguez
M. Morris
T. Roseborough (Chair)
V. Ruesterholz

MEETINGS IN 2021: 4
In 2021, the Nominating and Corporate Governance Committee focused its attention on Board composition and leadership succession, ensuring a smooth transition upon the planned retirements of two seasoned Directors in May 2022, as well as continued attention to ensuring strong ESG governance practices. The Committee also reviewed management governance and reporting frameworks that are designed to ensure material risks are identified across the organization and elevated to the Board in a timely manner.
Teresa Roseborough, Committee Chair since 2021
ROLES AND RESPONSIBILITIES
Advises and makes recommendations to the Board on corporate governance matters.
Considers potential nominees to the Board.
Makes recommendations on the organization, size and composition of the Board and its committees.
Considers the qualifications, compensation and retirement of directors.
Reviews policies and reports on political contributions.
• Oversees the establishment, management and processes related to environmental, social and governance activities.
 
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THE BOARD’S ROLE AND RESPONSIBILITIES
BOARD RISK OVERSIGHT
The Board as a whole has ultimate responsibility for risk oversight. We have a formal enterprise Risk Appetite Framework that is reviewed by the Board at least annually and sets forth the company's risk preferences, tolerances, and limits. Throughout 2021, the Board continued to focus on the risks arising from the COVID-19 pandemic, including the market, regulatory, underwriting and operational impacts of COVID-19 on the business, and maintained its increased meeting cadence to remain current.
The Board exercises its oversight function through its standing committees, each of which has primary risk oversight responsibility for all matters within the scope of its charter. Annually, each committee reviews and reassesses the adequacy of its charter and the Nominating Committee reviews all charters and recommends any changes to the Board for approval. The chart below provides examples of each committee’s risk oversight responsibilities.
BOARD OF DIRECTORS
AUDIT COMMITTEE
Financial reporting
Operational risk
Cybersecurity
Legal and regulatory compliance

COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
• Compensation programs
• Talent acquisition, retention and development
• Succession planning
• DE&I initiatives and pay equity practices
FINANCE, INVESTMENT AND RISK MANAGEMENT COMMITTEE
Insurance risk
Market risk
Liquidity and capital requirements
Climate risk
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Governance policies and procedures
Board organization and membership
Sustainability governance
The Audit Committee discusses with management risk assessment and risk management policies. FIRMCo oversees the investment, financial, and risk management activities of the company and has oversight of all risks that do not fall within the oversight responsibility of any other standing committee. FIRMCo is also briefed on our risk profile and risk management activities.
With respect to cybersecurity risk oversight, senior members of our Enterprise Risk Management, Information Protection and Internal Audit functions provided detailed, regular reports on cybersecurity matters in 2021 (including assessments conducted by, or in conjunction with, third parties) to the full Board; FIRMCo; and the Audit Committee, which oversees controls for the company's major risk exposures, and has principal responsibility for oversight of cybersecurity risk. The topics covered by these reports include The Hartford's activities, policies and procedures to prevent, detect and respond to cybersecurity incidents, as well as lessons learned from cybersecurity incidents and internal and external testing of our cyber defenses.

For a detailed discussion of management's day-to-day management of risks, including sources, impact and management of specific categories of risk, see Part II - Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our annual report on Form 10-K for the year ended December 31, 2021.
BOARD AND SHAREHOLDER MEETING ATTENDANCE
The Board met 21 times during 2021 and each of the directors attended 75% or more of the aggregate number of meetings of the Board and the committees on which they served. We encourage our directors to attend the Annual Meeting of Shareholders, and all directors attended the virtual Annual Meeting of Shareholders held on May 19, 2021.
SHAREHOLDER ENGAGEMENT
Our Board and management value shareholder views and engage with shareholders in different ways throughout the year to solicit feedback. Management and our investor relations team routinely speak with analysts and investors at investor conferences and other formal events, as well as group and one-on-one meetings. In addition, management and our Lead Director engage with shareholders on governance, compensation and sustainability issues to understand their concerns and ensure alignment on our practices in these areas. In the fall of 2021, management reached out to shareholders representing approximately 58% of shares outstanding and had discussions with or received written feedback from shareholders representing approximately 41% of shares outstanding. Discussions with management and our Lead Director were very positive again this year, with shareholders highly engaged and knowledgeable on the discussion topics and providing universally positive feedback with regard to our ESG practices and disclosures, board composition and effectiveness, and our compensation program design and metrics.

2022 Proxy Statement
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BOARD AND GOVERNANCE MATTERS
TALENT DEVELOPMENT AND SUCCESSION PLANNING
Talent development and succession planning are important parts of the Board’s governance responsibilities. The CEO and independent directors conduct an annual review of succession and continuity plans for the CEO. Succession planning includes the identification and development of potential successors, policies and principles for CEO selection, and plans regarding succession in the case of an emergency or the retirement of the CEO. Each year, the Compensation Committee reviews succession and continuity plans for the CEO and each member of the executive leadership team that reports to the CEO. The Compensation Committee’s charter requires that it discuss the results of these reviews with the independent directors and/or the CEO. However, given the importance of the topic and the engagement of the full Board on the issue, all directors are invited to these sessions. The full Board routinely meets and interacts with employees who have been identified as potential future leaders of the company.
In recent years, the Board's robust talent development and succession planning efforts have resulted in the seamless and well-managed transition of internal candidates into the company’s most senior roles, including the internal promotions of female executives to the roles of Chief Information Officer, Chief Ethics and Compliance Officer, and Chief Claims Officer.
BUSINESS ETHICS AND CONDUCT
“Always act with integrity and honesty, and be accountable in everything you do.”
The Hartford's Code of Ethics and Business Conduct

Striving to do the right thing every day and in every situation is fundamental to our culture, and we are proud that we have been recognized thirteen times by The Ethisphere® Institute as one of the “World’s Most Ethical Companies,” and for the third straight year were the top-ranked insurance company on JUST Capital and CNBC's list of America's Most "JUST" Companies for 2022. We have adopted a Code of Ethics and Business Conduct, which applies to all of our employees, including our principal executive officer, principal financial officer and principal accounting officer. We have also adopted a Code of Ethics and Business Conduct for Members of the Board of Directors (the “Board Code of Ethics”). These codes require that all of our employees and directors engage in honest and ethical conduct in performing their duties, provide guidelines for the ethical handling of actual or apparent conflicts of interest, and provide mechanisms to report unethical conduct. Directors certify compliance with the Board Code of Ethics annually.
We provide our employees with a comprehensive and ongoing educational program, including courses on our Code of Ethics and Business Conduct, potential conflicts of interest, privacy and information protection, marketplace conduct, and ethical decision-making. Hotlines and online portals have been established for employees, vendors, or others to raise ethical concerns, including anonymous concerns, and employees are encouraged to speak up whenever they have an ethics-oriented question or problem.
POLITICAL ACTIVITIES
The Nominating Committee reviews the company's political and lobbying policies and reports of political contributions annually. As part of our Code of Ethics and Business Conduct, we do not make corporate contributions to political candidates or parties, and we require that no portion of our dues paid to trade associations be used for political contributions. We do allow the use of corporate resources for non-partisan political activity, including voter education and registration. We have two political action committees (“PACs”), The Hartford Advocates Fund and The Hartford Advocates Federal Fund. The PACs are solely funded by voluntary contributions from eligible employees in management-level roles and directors. The PACs support candidates for federal and state office who are willing to listen to and understand our priorities, and promote practical, reasonable solutions to key public policy challenges. The PACs contribution guidelines have been expanded to include a focus on policymakers who demonstrate a record of operating in a bipartisan manner. The PACs also formalized a commitment to proactively educate lawmakers on The Hartford’s core values. Lastly, the PACs are driving increased transparency into our contribution strategy across the entire enterprise and its website includes information on: (1) contributions made by The Hartford's PACs; (2) our policy on corporate contributions for political purposes; and (3) annual dues, assessments and contributions of $25,000 or more to trade associations and coalitions. To learn more, please access our most current Political Activities Report, at https://ir.thehartford.com/corporate-governance/political-engagement.

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SUSTAINABILITY PRACTICES
We believe that having a positive impact on the world is the right thing to do and a business imperative. Fostering and safeguarding human achievement has been our business for over two hundred years, and sustainability considerations are integral to our strategy. We recognize that people want to work for, invest in, and buy from an organization that shares their values. Our sustainability efforts address environmental, social and governance ("ESG") impacts as highlighted in the following key areas:

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BOARD AND GOVERNANCE MATTERS
We have a proud history of uncompromising commitment to sustainability, delivering on an ESG strategy built around ambitious goals and actions intended to both create long-term shareholder value and contribute positively to society at large. We continue to make progress on ESG matters, which in 2021 included the following highlights:
Continuing to increase transparency in our ESG-related disclosures by:
Completing SASB and TCFD reporting
Releasing an ESG Supplement and updating our ESG narrative and data on our website
Publishing EEO-1 data and goals with accountability for diversification of leadership ranks by 2030
Publishing a Climate Change Statement aligned with the 5th Assessment of the Intergovernmental Panel on Climate Change (most current)
Sharing our gender and people of color pay equity numbers, showing that, on average, base salaries for women were 99.9% of those of men and people of color were 98.8% of white people
Releasing a Supplier Diversity Economic Impact Report for the first time
In addition, we have taken the following actions:
Made marked progress on implementation of 2019 Coal and Tar Sands Policy with respect to insuring and investing in coal and tar sands companies, ahead of targets
Committed to invest $2.5 billion over the next five years in technologies, companies and funds that are advancing the energy transition and addressing climate change
Posted our renewed climate priorities to our corporate sustainability site, including progress on greenhouse gas emissions goals and targets
Committed $100 million to the TPG Rise Climate Fund, an organization that invests in entrepreneurs and businesses working on climate solutions across the world
Became a member of ClimateWise and completed CDP to transparently share our climate progress
Signing on to the UN Global Compact, the world’s largest corporate sustainability initiative
Lastly, The Hartford has announced our goal of achieving net zero greenhouse gas emissions for its full range of businesses and operations by 2050, in alignment with the Paris Climate Accord. We recognize that some crucial metrics and standards necessary to measure progress towards our net zero goal have yet to be established. Standards for measuring emissions associated with underwriting, insurance and investment activities are still being developed or have only recently emerged. The company will evaluate various options and keep its stakeholders informed of progress towards adopting a methodology to measure GHGe in its portfolio of businesses and investments through regular sustainability reporting. We will actively engage and offer our insights and expertise as accountability models for marking net zero progress are developed. We are a recognized leader in ESG and it remains a critical strategic priority. We intend to be an active participant in the discourse and a leader in our industry as the global economy navigates energy transition.

As a property and casualty insurer and group benefits provider with a complex business model, our approach to achieving our net zero ambition will be pragmatic. That entails a balanced view of stakeholder impact as we consider initiatives, policies and business decisions on our net zero journey, with shareholder value creation remaining central to our work. We will continue to engage, as appropriate, with companies to deliver access to energy and other basic services that are essential to improving people’s lives, while also helping to develop and redeploy the capital necessary to drive an orderly, just, and inclusive energy transition.

We are committed to ensuring a sustainable future while creating value for our customers. An important feature of this commitment is regular, transparent and best practice-aligned reporting of our corporate sustainability actions and progress. To learn more, please access our Sustainability Highlight Report, which presents our sustainability goals and provides data on our sustainability practices and achievements, as well as our TCFD, SASB, and EEO-1 reports at: https://www.thehartford.com/about-us/corporate-sustainability.
ESG Governance
Under our Corporate Governance Guidelines, the full Board has oversight responsibility for The Hartford's corporate reputation and ESG activities. The Board receives and provides input on a "deep dive" report on at least one ESG topic annually. The 2021 briefing provided an update on our performance and progress regarding actions taken, including increased disclosure, which have enabled us to sustain top quartile rankings among U.S. insurers for our sustainability practices.

In addition to the Board's oversight responsibility of substantive ESG topics, the Nominating Committee retains oversight of the governance framework and processes related to ESG activities. This includes oversight of the company's Sustainability Governance Committee, a management committee comprised of senior leaders from across the enterprise that sets and helps drive execution of the company's sustainability strategy. The Sustainability Governance Committee meets at least four times each year and reports to the full Board at least annually. In 2021, the Sustainability Governance Committee met six times.
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BOARD AND GOVERNANCE MATTERS
DIRECTOR COMPENSATION
We use a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the Board. Members of the Board who are employees of The Hartford or its subsidiaries are not compensated for service on the Board or any of its committees.
For the 2020-2021 Board service year, non-management directors received a $110,000 annual cash retainer and a $180,000 annual equity grant of restricted stock units (“RSUs”).
ANNUAL CASH FEES
Cash compensation for the 2021-2022 Board service year beginning on May 19, 2021, the date of the 2021 Annual Meeting of Shareholders, and ending on May 18, 2022, the date of the 2022 Annual Meeting, is set forth below. Directors may elect to defer all or part of the annual Board cash retainer and any Committee Chair or Lead Director cash retainer into RSUs, to be distributed as common stock following the end of the director’s Board service.
Annual Cash CompensationDirector Compensation Program
Annual Retainer
$110,000
Committee Chair Retainer$35,000 – Audit
$25,000 – FIRMCO, Compensation
$20,000 – Nominating
Lead Director Retainer$40,000
ANNUAL EQUITY GRANT
In 2021, directors received an annual equity grant of $180,000, payable solely in RSUs pursuant to The Hartford 2020 Stock Incentive Plan. Directors may not sell, exchange, transfer, pledge, or otherwise dispose of the RSUs.
The RSUs vest and are distributed as common stock at the end of the Board service year, unless the director has elected to defer distribution until the end of Board service. Resignation from the Board will result in a forfeiture of all unvested RSUs at the time of such resignation unless otherwise determined by the Compensation Committee. However, RSUs will automatically vest upon the occurrence of any of the following events: (a) retirement from service on the Board in accordance with our Corporate Governance Guidelines; (b) death of the director; (c) total disability of the director; (d) resignation by the director under special circumstances where the Compensation Committee, in its sole discretion, consents to waive the remaining vesting period; or (e) a “change of control,” as defined in the 2020 Stock Incentive Plan. Outstanding RSUs are credited with dividend equivalents equal to dividends paid to holders of our common stock.
OTHER
We provide each director with $100,000 of group life insurance coverage and $750,000 of accidental death and dismemberment and permanent total disability coverage while they serve on the Board. We also reimburse directors for travel and related expenses they incur in connection with their Board and committee service.
STOCK OWNERSHIP GUIDELINES AND RESTRICTIONS ON TRADING
The Board has established stock ownership guidelines for each director to obtain, by the third anniversary of the director’s appointment to the Board, an ownership position in our common stock equal to five times the total annual cash retainer (including cash retainers paid for committee chair or Lead Director responsibilities). All directors with at least three years of Board service met the stock ownership guidelines as of December 31, 2021.
Our insider trading policy prohibits all hedging activities by directors, and permits directors to engage in transactions involving The Hartford's equity securities only through: (1) a pre-established trading plan pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934; or (2) during “trading windows” of limited duration following: (a) the filing with the SEC of our periodic reports on Forms 10-K and 10-Q, and (b) a determination by the company that the director is not in possession of material non-public information. Even if pre-clearance is granted, directors must make an independent determination that they do not possess material non-public information. In addition, our insider trading policy grants us the ability to suspend trading of our equity securities by directors.
2022 Proxy Statement
25

BOARD AND GOVERNANCE MATTERS
DIRECTOR SUMMARY COMPENSATION TABLE
We paid the following compensation to directors for the fiscal year ended December 31, 2021.
Name
Fees Earned or
Paid in Cash
($)(1)
Stock Awards
($)(2)
All Other
Compensation
($)
Total
($)
Robert Allardice135,000 180,000 2,971 317,971 
Larry D. De Shon110,000 180,000 1,291 291,291 
Carlos Dominguez110,000 180,000 1,291 291,291 
Trevor Fetter150,000 180,000 1,291 331,291 
Donna James(3)
138,200 226,200 1,187 365,587 
Kathryn A. Mikells145,000 180,000 1,015 326,015 
Michael G. Morris110,000 180,000 2,971 292,971 
Teresa W. Roseborough130,000 180,000 1,291 311,291 
Virginia P. Ruesterholz110,000 180,000 1,291 291,291 
Matthew E. Winter135,000 180,000 1,291 316,291 
Greig Woodring110,000 180,000 2,971 292,971 
(1)Directors Dominguez, Fetter and Mikells each elected to receive vested RSUs in lieu of cash compensation. The vested RSUs will be distributed as common stock following the end of the director's Board service.
(2)These amounts reflect the aggregate grant date fair value of RSU awards granted during the fiscal year ended December 31, 2021.
(3)Director James received a pro-rated annual cash retainer of $28,200 upon her appointment to the Board on February 17, 2021. Director James also received a pro-rated restricted stock unit award valued at $46,200 on February 23, 2021, the first day of the company’s scheduled trading window following the filing of the company’s 2020 annual report on Form 10-K. The number of RSUs subject to the award was determined by dividing the grant value of $46,200 by $51.87, the closing market price per share of The Hartford common stock on the grant date. This award fully vested on May 19, 2021, the last day of the 2020-2021 Board year. Director James has elected to defer receipt of her RSU award until the end of her Board service.
DIRECTOR COMPENSATION TABLE—OUTSTANDING EQUITY
The following table shows the number and value of unvested equity awards outstanding as of December 31, 2021. The value of these unvested awards is calculated using a market value of $69.04, the NYSE closing price per share of our common stock on December 31, 2021. The numbers have been rounded to the nearest whole dollar or share.
 
Stock Awards(1) 
Name
Stock
Grant Date
(2)
Number
of Shares or
Units of Stock
That Have Not
Vested (#)
(3) 
Market Value
of Shares or
Units of Stock
That Have Not
Vested ($)
Robert Allardice 7/30/20212,843 196,281 
Larry D. De Shon7/30/20212,843 196,281 
Carlos Dominguez7/30/20212,843 196,281 
Trevor Fetter7/30/20212,843 196,281 
Donna James7/30/20212,843 196,281 
Kathryn A. Mikells7/30/20212,843 196,281 
Michael G. Morris 7/30/20212,843 196,281 
Teresa W. Roseborough 7/30/20212,843 196,281 
Virginia P. Ruesterholz 7/30/20212,843 196,281 
Matthew E. Winter7/30/20212,843 196,281 
Greig Woodring7/30/20212,843 196,281 
(1)Additional stock ownership information is set forth in the beneficial ownership table on page 73.
(2)The RSUs were granted on July 30, 2021, the first day of the scheduled trading window following the filing of our Form 10-Q for the quarter ended June 30, 2021.
(3)The number of RSUs for each award was determined by dividing $180,000 by $42.00, the closing price of our common stock as reported on the NYSE on the date of the award. The number shown also reflects dividend equivalents credited to outstanding RSUs. The RSUs will vest on May 18, 2022, and will be distributed at that time in shares of the company’s common stock unless the director had previously elected to defer distribution of all or a portion of their annual RSU award until the end of Board service.  Directors Fetter, Mikells, Morris and Winter have made elections to defer distribution of 100% of their RSU award.
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BOARD AND GOVERNANCE MATTERS
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Board has adopted a Policy for the Review, Approval or Ratification of Transactions with Related Persons. This policy requires our directors and Section 16 executive officers to promptly disclose any actual or potential material conflict of interest to the Chair of the Nominating Committee and the Chairman for evaluation and resolution. If the transaction involves a Section 16 executive officer or an immediate family member of a Section 16 executive officer, the matter must also be disclosed to our General Auditor or Director of Compliance for evaluation and resolution.
We did not have any transactions requiring review under this policy during 2021.
COMMUNICATING WITH THE BOARD
Shareholders and other interested parties may communicate with directors by contacting Donald C. Hunt, Senior Vice President and Corporate Secretary of The Hartford Financial Services Group, Inc., One Hartford Plaza, Hartford, CT 06155. The Senior Vice President and Corporate Secretary will relay appropriate questions or messages to the directors. Only items related to the duties and responsibilities of the Board will be forwarded.
Anyone interested in raising a complaint or concern regarding accounting issues or other compliance matters directly with the Audit Committee may do so anonymously and confidentially by contacting EthicsPoint:
By internetBy telephoneBy mail
image42.jpg
image68.jpg
image69.jpg
Visit 24/7
www.ethicspoint.com
1-866-737-6812 (U.S. and Canada)
1-866-737-6850 (all other countries)
The Hartford c/o EthicsPoint
P.O. Box 230369
Portland, Oregon 97281
 
2022 Proxy Statement
27

BOARD AND GOVERNANCE MATTERS
DIRECTOR NOMINEES
Ten individuals will be nominated for election as directors at the Annual Meeting. The terms of office for each elected director will run until the next annual meeting of shareholders and until their successor is elected and qualified, or until their earlier death, retirement, resignation or removal from office.
In accordance with our Corporate Governance Guidelines, each director has submitted a contingent, irrevocable resignation that the Board may accept if the director fails to receive more votes “for” than “against” in an uncontested election. In that situation, the Nominating Committee (or another committee comprised of at least three non-management directors) would make a recommendation to the Board about whether to accept or reject the resignation. The Board, not including the subject director, will act on this recommendation within 90 days from the date of the Annual Meeting, and we will publicly disclose the Board's decision promptly thereafter.
If for any reason a nominee should become unable to serve as a director, either the shares of common stock represented by valid proxies will be voted for the election of another individual nominated by the Board, or the Board will reduce the number of directors in order to eliminate the vacancy.
The Nominating Committee believes that each director nominee has an established record of accomplishment in areas relevant to our business and objectives, and possesses the characteristics identified in our Corporate Governance Guidelines as essential to a well-functioning and deliberative governing body, including integrity, independence and commitment. Other experience, qualifications and skills the Nominating Committee looks for include the following:
Experience / Qualification
Relevance to The Hartford
Leadership
Experience in significant leadership positions provides us with new insights, and demonstrates key management disciplines that are relevant to the oversight of our business.
Insurance and Financial Services IndustriesExtensive experience in the insurance and financial services industries provides an understanding of the complex regulatory and financial environment in which we operate and is highly important to strategic planning and oversight of our business operations.
Digital/Technology Digital and technology expertise is important in light of the speed of digital progress and the development of disruptive technologies both in the insurance industry and more broadly.
Corporate GovernanceAn understanding of organizations and governance supports management accountability, transparency and protection of shareholder interests.
Risk ManagementRisk management experience is critical in overseeing the risks we face today and those emerging risks that could present in the future.
Finance and AccountingFinance and accounting experience is important in understanding and reviewing our business operations, strategy and financial results.
Business Operations and Strategic PlanningAn understanding of business operations and processes, and experience making strategic decisions, are critical to the oversight of our business, including the assessment of our operating plan and business strategy.
RegulatoryAn understanding of laws and regulations is important because we operate in a highly regulated industry and we are directly affected by governmental actions.
Talent ManagementWe place great importance on attracting and retaining superior talent, and motivating employees to achieve desired enterprise and individual performance objectives.
The Nominating Committee believes that our current Board is a diverse group whose collective experiences and qualifications bring a variety of perspectives to the oversight of The Hartford. All of our directors hold, or have held, senior leadership positions in large, complex corporations and/or charitable and not-for-profit organizations. In these positions, they have demonstrated their leadership, intellectual and analytical skills and gained deep experience in core disciplines significant to their oversight responsibilities on our Board. Their roles in these organizations also permit them to offer senior management a diverse range of perspectives about the issues facing a complex financial services company like The Hartford. Key qualifications, skills and experience our directors bring to the Board that are important to the oversight of The Hartford are identified and described below.






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BOARD AND GOVERNANCE MATTERS
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LARRY D. DE SHON INDEPENDENT
Professional highlights:
• Avis Budget Group, Inc.
President (2017-2019)
Chief Executive Officer and Chief Operating Officer (2016-2019)
President and Chief Operating Officer (Oct. 2015-Dec. 2015)
President, International (2011-Oct. 2015)
Executive Vice President, Operations (2006-2011)
• UAL Corporation (parent of United Airlines)
Positions of increasing responsibility, including Senior Vice President positions in marketing, on-board service and global airport operations (1978-2006)
Director since: 2020
Age: 62
Committees:
• Audit
• FIRMCo
• Nominating
Other public company directorships:
United Rental, Inc. (2021-present)
Air New Zealand (2020-present)
Avis Budget Group, Inc. (2015-2019)

Skills and qualifications relevant to The Hartford:
As a former chief executive officer and director of Avis Budget Group, Mr. De Shon provides extensive leadership and corporate governance experience, deep operating skills and international expertise. He has successfully led organizations through times of disruption and global transformations, developed innovative solutions to strengthen his companies’ positions in the marketplace and modernized systems for better customer and employee experiences. At Avis Budget Group Mr. De Shon created the first end-to-end digital car rental experience, migrated the platform to the cloud, and built one of the largest connected car fleets in the world. In addition, he oversaw businesses in Europe, the Middle East, Africa, Asia, Australia and New Zealand. Prior to joining Avis, Mr. De Shon had a 28-year career with United Airlines, most recently leading an organization of 23,000 employees in 29 countries.







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CARLOS DOMINGUEZ INDEPENDENT
Professional highlights:
• Sprinklr Inc.
Vice Chairman of the Board and Lead Evangelist (2020-present)
President (2015-2020)
 Chief Operating Officer (2015-2018)
• Cisco Systems, Inc.
Senior Vice President, Office of the Chairman and Chief Executive Officer (2008-2015)
Senior Vice President, Worldwide Service Provider Operations (2004-2008)
Vice President, U.S. Network Services Provider Sales (1999-2004)
Positions of increasing responsibility in operations and sales (1992-1999)
Director since: 2018
Age: 63
Committees:
• Compensation
• FIRMCo
• Nominating
Other public company directorships:
PROS Holdings, Inc. (2020-present)
Medidata Solutions, Inc. (2008-2019)
Skills and qualifications relevant to The Hartford:
Mr. Dominguez has more than 30 years of enterprise technology experience. He provides extensive and relevant digital expertise as The Hartford focuses on data analytics and digital capabilities to continuously improve the way it operates and delivers value to customers. As President of Sprinklr Inc., Mr. Dominguez guided strategic direction and led the marketing, sales, services, and partnerships teams for a leading social media management company. Prior to joining Sprinklr, he spent seven years as a technology representative for the Chairman and CEO of Cisco Systems, Inc. In this role, Mr. Dominguez engaged with senior executives in the Fortune 500 and government leaders worldwide, sharing insights on how to leverage technology to enhance and transform their businesses. In addition, he led the creation and implementation of Cisco's Innovation Academy, which delivered innovation content to Cisco employees globally.

2022 Proxy Statement
29

BOARD AND GOVERNANCE MATTERS
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TREVOR FETTER INDEPENDENT — LEAD DIRECTOR
Professional highlights:
• Senior Lecturer, Harvard Business School (Jan. 2019-present)
• Tenet Healthcare Corporation
Chairman (2015-2017)
Chief Executive Officer (2003-2017)
President (2002-2017)
• Chairman and Chief Executive Officer, Broadlane, Inc. (2000-2002)
• Chief Financial Officer, Tenet Healthcare Corporation (1996-2000)
Director since: 2007
Age: 62
Committees:
• Compensation
• FIRMCo
Other public company directorships:
Tenet Healthcare Corporation (2003-2017)
Skills and qualifications relevant to The Hartford:
Mr. Fetter has nearly two decades of experience as chief executive officer of public and private companies. He has demonstrated his ability to lead the management, strategy and operations of complex organizations. As a Senior Lecturer at Harvard Business School, he teaches leadership and corporate accountability and financial reporting and control. He provides significant experience in corporate finance and financial reporting acquired through senior executive finance roles, including as a chief financial officer of a publicly traded company. He has experience navigating complex regulatory frameworks as the president and chief executive officer of a highly-regulated, publicly traded healthcare company. Since 2017, Mr. Fetter has served as The Hartford's lead director, providing strong independent Board leadership. He also has extensive corporate governance expertise from his service as director of large public companies, including four years as Chairman of the Board’s Nominating and Corporate Governance Committee.








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DONNA A. JAMES INDEPENDENT
Professional highlights:
• Lardon & Associates, LLC
President and Chief Executive Officer (2006-present)
• Nationwide Mutual Insurance and Financial Services
President, Nationwide Strategic Investments (2003-2006)
Positions of increasing responsibility, including Executive Vice President – Chief Administrative Officer; Co-President Shared Services; Executive Vice President Human Resource; and Vice President Office of the Chief Executive Officer (1993-2003)
Director since: 2021
Age: 64
Committees:
• Audit
• FIRMCo

Other public company directorships:
Boston Scientific, Inc. (2015-present)
Victoria's Secret (2021-present)
L Brands, Inc. (2003-2021)
Marathon Petroleum (2011-2018)
Time Warner Cable (2009-2016)

Skills and qualifications relevant to The Hartford:
Ms. James brings to the Board extensive insurance-industry experience in a range of functions, including accounting, investing, operations, treasury and human resources. She is president and CEO of Lardon & Associates, a business-advisory firm specializing in corporate governance, new business development, strategy, and financial and risk management. She had a 25-year career with Nationwide Mutual Insurance Company, culminating in the role of president of strategic investments. Before that, she held a variety of positions, including chief administrative officer, chief human resources officer, assistant to the CEO and director of operations and treasury services. Ms. James has significant corporate governance experience by virtue of her service on several major public company boards, including as audit committee chair.




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BOARD AND GOVERNANCE MATTERS
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KATHRYN A. MIKELLS INDEPENDENT
Professional highlights:
• Chief Financial Officer, Exxon Mobile Corporation (2021-present)
• Chief Financial Officer, Diageo plc (2015-2021)
• Chief Financial Officer, Xerox Corporation (2013-2015)
• Chief Financial Officer, ADT Security Services (2012-2013)
• Chief Financial Officer, Nalco Company (2010-2011)
• UAL Corporation (parent of United Airlines)
Chief Financial Officer, Executive Vice President (2008-2010)
Head of Investor Relations (2007-2008)
Vice President, Financial Planning and Analysis (2006-2007)
Treasurer (2005-2006)
Director since: 2010
Age: 56
Committees:
• Audit (Chair)
• FIRMCo
Other public company directorships:
Diageo plc (2015-2021)
Skills and qualifications relevant to The Hartford:
Ms. Mikells has extensive experience in a variety of executive management positions, with a focus on leading the finance function of global organizations. She has significant experience in corporate finance and financial reporting acquired through senior executive roles in finance, including as a chief financial officer of multiple publicly traded companies. Ms. Mikells provides strong management and transformational skills, demonstrated during ADT’s successful transition into an independent company, as well as significant mergers and acquisitions experience acquired through the sale of Nalco to Ecolab and the merger of United Airlines with Continental Airlines. She has demonstrated risk management skills as a leader responsible for financial and corporate planning for domestic and international organizations. In addition, Ms. Mikells has strong talent development skills acquired through years of leading global finance divisions.







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TERESA WYNN ROSEBOROUGH INDEPENDENT
Professional highlights:
• Executive Vice President, General Counsel and Corporate Secretary, The Home Depot (2011-present)
• Senior Chief Counsel Compliance & Litigation and Deputy General Counsel, MetLife, Inc. (2006-2011)
• Partner, Sutherland, Asbill & Brennan LLP (1996-2006)
• Deputy Assistant Attorney General, Office of Legal Counsel, U.S. Department of Justice (1994-1996)
Director since: 2015
Age: 63
Committees:
• Compensation
• FIRMCo
• Nominating (Chair)
Other public company directorships:
None
Skills and qualifications relevant to The Hartford:
Ms. Roseborough has over two decades of experience as a senior legal advisor in government, law firm and corporate settings. She has experience as a senior leader responsible for corporate compliance matters at major publicly traded companies and as an attorney focused on complex litigation matters, including before the U.S. Supreme Court. She provides extensive regulatory experience acquired as a government attorney providing legal counsel to the White House and all executive branch agencies, as well as corporate governance expertise from service as General Counsel and Corporate Secretary of a publicly-traded company. Ms. Roseborough also has in-depth knowledge of the financial services industry gained through senior legal positions at MetLife, Inc., a major provider of insurance and employee benefits.


2022 Proxy Statement
31

BOARD AND GOVERNANCE MATTERS
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VIRGINIA P. RUESTERHOLZ INDEPENDENT
Professional highlights:
• Verizon Communications, Inc.
Executive Vice President (Jan. 2012-Jul. 2012)
President, Verizon Services Operations (2009-2011)
President, Verizon Telecom (2006-2008)
President, Verizon Partner Solutions (2005-2006)
• Positions of increasing responsibility in operations, sales and customer service, New York Telephone (1984-2005)
Director since: 2013
Age: 60
Committees:
• Compensation
• FIRMCo
• Nominating
Other public company directorships:
Bed Bath & Beyond Inc. (2017-present)
Frontier Communications Corporation (2013-2019)
Skills and qualifications relevant to The Hartford:
Ms. Ruesterholz has held a variety of senior executive positions, including as Executive Vice President at Verizon Communications and President of the former Verizon Services Operations. As a senior leader of a Fortune 100 company, she has held principal oversight responsibility for key strategic initiatives, navigated the regulatory landscape of large-scale operations, and led an organization with over 25,000 employees. Ms. Ruesterholz provides vast experience in large-scale operations, including sales and marketing, customer service, technology and risk management. Ms. Ruesterholz also brings to the Board substantial financial and strategic expertise acquired as president of various divisions within Verizon and is currently a Trustee of the Board of Stevens Institute of Technology where she served as Chairman of the Board from 2013-2018.




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CHRISTOPHER J. SWIFT — CHAIRMAN
Professional highlights:
• The Hartford Financial Services Group, Inc.
Chairman (2015-present)
Chief Executive Officer (2014-present)
Executive Vice President and Chief Financial Officer (2010-2014)
• Vice President and Chief Financial Officer, Life and Retirement Services, American International Group, Inc. (2003-2010)
• Partner, KPMG, LLP (1999-2003)
• Executive Vice President, Conning Asset Management, General American Life Insurance Company (1997-1999)
• KPMG, LLP
Partner (1993-1997)
Auditor (1983-1993)
Director since: 2014
Age: 61
Committees:
• FIRMCo
Other public company directorships:
Citizens Financial Group, Inc. ( 2021-present)
Skills and qualifications relevant to The Hartford:
Mr. Swift has over 30 years of experience in the financial services industry, with a focus on insurance. As Chairman and CEO of The Hartford, he brings to the Board unique insight and knowledge into the complexities of our businesses, relationships, competitive and financial positions, senior leadership and strategic opportunities and challenges. Mr. Swift leads the execution of our strategy, directs capital management actions and strategic investments, and oversees the continuous strengthening of the company’s leadership pipeline. In his prior role as The Hartford's Chief Financial Officer, he led the team that developed the company’s go-forward strategy. He is a certified public accountant with experience working at a leading international accounting firm, including serving as head of its Global Insurance Industry Practice.


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BOARD AND GOVERNANCE MATTERS
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MATTHEW E. WINTER INDEPENDENT
Professional highlights:
• The Allstate Corporation
President (2015-2018)
President, Allstate Personal Lines (2013-2015)
President and Chief Executive Officer, Allstate Financial (2009-2012)
• American International Group, Inc.
Vice Chairman (Apr. 2009-Oct. 2009)
President and CEO, of AIG American General (2006-2009)
• Massachusetts Mutual Life Insurance Company
Executive Vice President (2002-2006)
Positions of increasing responsibility (1996-2002)
Director since: 2020
Age: 65
Committees:
• Compensation (Chair)
• FIRMCo
Other public company directorships:
ADT Inc. (2018-present)
H&R Block, Inc. (2017-present)
Skills and qualifications relevant to The Hartford:
As President of The Allstate Corporation, Mr. Winter oversaw the complete range of Allstate’s P&C and life insurance products and was responsible for business operations, including field offices located across the U.S. and in Canada, and distribution through Allstate and independent agencies. He brings to the Board significant expertise in areas relevant to our business, including operations, distribution and risk management, gained from over 25 years as a senior leader in the insurance industry. Before joining Allstate, Mr. Winter held numerous senior executive positions at large insurance providers, including as vice chairman of American International Group, where he was responsible for a number of business units with global reach; and executive vice president at Massachusetts Mutual Life Insurance Company, where he led the company's domestic insurance businesses.




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GREIG WOODRING INDEPENDENT
Professional highlights:
• Reinsurance Group of America
President and Chief Executive Officer (1993-2016)
• General American Life Insurance Company
Executive Vice President (1992-1993)
Head of Reinsurance (1986-1992)
Positions of increasing responsibility (1979-1986)
Director since: 2017
Age: 70
Committees:
• Audit
• FIRMCo
Other public company directorships:
Reinsurance Group of America, Incorporated (1993-2016)
Sun Life Financial Inc. (Jan. - April 2017)
Skills and qualifications relevant to The Hartford:
Mr. Woodring brings significant and valuable insurance industry and leadership experience to the Board, demonstrated by his more than two decades leading Reinsurance Group of America, Incorporated (RGA), a leading life reinsurer with global operations. During his tenure, RGA grew to become one of the world’s leading life reinsurers, with offices in 26 countries and annual revenues of more than $10 billion. Mr. Woodring has demonstrated skills in areas that are relevant to the oversight of the company, including risk management, finance, and operational expertise. Mr. Woodring serves as Chairman of the International Insurance Society, and is a fellow of the Society of Actuaries and a member of the American Academy of Actuaries. 
2022 Proxy Statement
33


AUDIT MATTERS
ITEM 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
In accordance with its Board-approved charter, the Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent external audit firm retained to audit the company’s financial statements. The Audit Committee has appointed Deloitte & Touche LLP (“D&T”) as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. D&T has been retained as the company’s independent registered public accounting firm since 2002. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent registered public accounting firm.

In selecting D&T for fiscal year 2022, the Audit Committee carefully considered, among other items:
The professional qualifications of D&T, the lead audit partner and other key engagement partners;
D&T’s depth of understanding of the company’s businesses, accounting policies and practices and internal control over financial reporting;
D&T’s quality controls and its processes for maintaining independence;
The appropriateness of D&T’s fees for audit and non-audit services; and
D&T’s commitment to diversity & inclusion.

The Audit Committee oversees and is ultimately responsible for the outcome of audit fee negotiations associated with the company’s retention of D&T. In addition, when a rotation of the audit firm’s lead engagement partner is mandated, the Audit Committee and its chair are directly involved in the selection of D&T’s new lead engagement partner. The members of the Audit Committee and the Board believe that the continued retention of D&T to serve as the company’s independent external auditor is in the best interests of the company and its investors.

Although shareholder ratification of the appointment of D&T is not required, the Board requests ratification of this appointment by shareholders. If shareholders fail to ratify the selection, the Audit Committee will reconsider whether or not to retain D&T.

Representatives of D&T will attend the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.

The Board recommends that shareholders vote “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.
FEES OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The following table presents fees for professional services provided by D&T, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively, the “Deloitte Entities”) for the years ended December 31, 2021 and 2020.
 Year Ended December 31, 2021Year Ended December 31, 2020
Audit fees$11,041,000 $11,151,000 
Audit-related fees(1)
$1,071,000 $1,099,000 
Tax fees(2)
$47,000 $102,000 
All other fees(3)
$33,000 $35,000 
Total$12,192,000 $12,387,000 
(1)Fees for the years ended December 31, 2021 and 2020 principally consisted of procedures related to regulatory filings, acquisition or divestiture related services and internal control related services.
(2)Fees for the years ended December 31, 2021 and 2020 principally consisted of tax compliance services.
(3)Fees for the year ended December 31, 2021 and 2020 pertain to permissible services not related to financial reporting.
The Audit Committee reviewed the non-audit services provided by the Deloitte Entities during 2021 and 2020 and concluded that they were compatible with maintaining the Deloitte Entities’ independence.
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AUDIT MATTERS
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
The Audit Committee has established policies requiring pre-approval of audit and non-audit services provided by the independent registered public accounting firm. These policies require that the Audit Committee pre-approve specific categories of audit and audit-related services annually.
The Audit Committee approves categories of audit services and audit-related services, and related fee budgets. For all pre-approvals, the Audit Committee considers whether such services are consistent with the rules of the SEC and the PCAOB on auditor independence. The independent registered public accounting firm and management report to the Audit Committee on a timely basis regarding the services rendered by, and actual fees paid to, the independent registered public accounting firm to ensure that such services are within the limits approved by the Audit Committee. The Audit Committee’s policies require specific pre-approval of all tax services, internal control-related services and all other permitted services on an individual project basis.
As provided by its policies, the Audit Committee has delegated to its Chair the authority to address any requests for pre-approval of services between Audit Committee meetings, up to a maximum of $100,000. The Chair must report any pre-approvals to the full Audit Committee at its next scheduled meeting.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee currently consists of six independent directors, each of whom is “financially literate” within the meaning of the listing standards of the NYSE and an “audit committee financial expert” within the meaning of the SEC’s regulations. The Audit Committee oversees The Hartford's financial reporting process on behalf of the Board. Management has the primary responsibility for establishing and maintaining adequate internal financial controls, for preparing the financial statements and for the public reporting process. Deloitte & Touche LLP (“D&T”), our independent registered public accounting firm for 2021, is responsible for expressing opinions that (1) our consolidated financial statements present fairly, in all material respects, the financial position, results of operations and cash flows in conformity with generally accepted accounting principles and (2) we maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021.
In this context, the Audit Committee has:
(1)    Reviewed and discussed the audited financial statements for the year ended December 31, 2021 with management;
(2)    Discussed with D&T the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC; and
(3)    Received the written disclosures and the letter from D&T required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with D&T the independent accountant’s independence.
Based on the review and discussions described in this report, the Audit Committee recommended to the Board that the audited financial statements should be included in the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 for filing with the SEC.
Report Submitted: February 16, 2022
Members of the Audit Committee:
Kathryn A. Mikells, Chair
Robert B. Allardice III
Larry De Shon
Donna James
Michael G. Morris
Greig Woodring
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COMPENSATION MATTERS
ITEM 3
ADVISORY APPROVAL OF 2021 COMPENSATION OF NAMED EXECUTIVE OFFICERS
Section 14A of the Securities Exchange Act of 1934, as amended, provides our shareholders with the opportunity to vote to approve, on an advisory basis, the compensation of our NEOs as disclosed in this proxy statement in accordance with the rules of the SEC. We currently intend to hold these votes on an annual basis.

As described in detail in the Compensation Discussion and Analysis beginning on page 37, our executive compensation program is designed to promote long-term shareholder value creation and support our strategy by: (1) encouraging profitable organic growth and ROE performance while maintaining an ethical culture supported by industry-leading ESG practices, (2) providing market-competitive compensation opportunities designed to attract and retain talent needed for long-term success, and (3) appropriately aligning pay with short- and long-term performance. The advisory vote on this resolution is not intended to address any specific element of compensation; rather, it relates to the overall compensation of our NEOs, as well as the philosophy, policies and practices described in this proxy statement. You have the opportunity to vote for, against or abstain from voting on the following resolution relating to executive compensation:

RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the narrative discussion contained in this proxy statement.

Because the required vote is advisory, it will not be binding upon the Board. The Compensation Committee will, however, take into account the outcome of the vote when considering future executive compensation arrangements.
The Board recommends that shareholders vote “FOR” the above resolution to approve our compensation of named executive officers as disclosed in the Compensation Discussion and Analysis, the compensation tables and the narrative discussion contained in this proxy statement.

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COMPENSATION DISCUSSION AND ANALYSIS
This section explains our compensation philosophy, summarizes our compensation programs and reviews compensation decisions for the Named Executive Officers (“NEOs”) listed below. It also describes programs that apply to the CEO and all of his executive direct reports, other than senior executives directly supporting our Hartford Funds business who have an independent compensation program (collectively, “Senior Executives”).
NameTitle
Christopher SwiftChairman and Chief Executive Officer
Beth CostelloExecutive Vice President and Chief Financial Officer
Douglas ElliotPresident
David RobinsonExecutive Vice President and General Counsel
Amy StepnowskiExecutive Vice President, Chief Investment Officer; President of HIMCO
William Bloom Former Executive Vice President, Claims, Operations, Technology and Data & Analytics

EXECUTIVE SUMMARY
The Hartford’s mission is to provide people with the support and protection they need to pursue their unique ambitions, seize opportunity, and prevail through unexpected challenge. Our strategy to maximize value creation for all stakeholders focuses on advancing underwriting excellence, emphasizing digital capabilities, maximizing distribution channels, optimizing organizational efficiency, and advancing ESG leadership.
We endeavor to maintain and enhance our position as a market leader by leveraging our core strengths of underwriting excellence, risk management, claims, product development and distribution. We are investing in claims, analytics, data science and digital capabilities to strengthen our existing competitive advantages.
An ethics, people, and performance-focused culture drives our values. We have taken proactive positions on ESG issues important to our sustainability, and our capacity to deliver long-term shareholder value.

STRATEGIC PRIORITIES

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COMPENSATION MATTERS
2021 FINANCIAL RESULTS

Our 2021 financial results were excellent, compared to 2020, with strong limited partnership income and higher underlying P&C underwriting results, partially offset by a change from net favorable to net unfavorable P&C prior accident year reserve development and an increase in group life excess mortality claims. Full year net income available to common stockholders and core earnings* were $2.34 billion ($6.62 per diluted share) and $2.18 billion ($6.15 per diluted share), respectively. Net income and core earnings return on equity ("ROE")*† were 13.1% and 12.7%, respectively.

Highlighted below are year-over-year comparisons of our net income available to common stockholders and core earnings performance and our three-year net income ROE and core earnings ROE results. Core earnings is the primary determinant of our annual incentive plan ("AIP") funding, as described on page 42, and average annual core earnings ROE over a three-year performance period is the metric used for 50% of performance shares granted to Senior Executives, as described on page 45 (in each case, as adjusted for compensation purposes).

YEAR-OVER-YEAR PERFORMANCE
    
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THREE-YEAR PERFORMANCE

chart-cb5a3f04dc9a46c880d.jpg        chart-67be2aefd930463fabd.jpg
2021 BUSINESS PERFORMANCE

In February 2021, the company provided outlooks for the key business metrics highlighted below. These outlooks were management's estimates for 2021 performance based on business, competitive, capital market, catastrophe and other assumptions, and supported the company's 2021 operating plan. When setting the 2021 operating plan, both the Board and management concluded that these key business metrics would only be achievable with superior execution to deliver strong business performance. As described on page 42, performance relative to the outlooks is a major determinant of the formulaic AIP funding level.
* Denotes a non-GAAP financial measure. For definitions and reconciliations to the most directly comparable GAAP measure, see Appendix A.
† Net income ROE represents net income available to common stockholders ROE.

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COMPENSATION MATTERS
Key business metrics for full year 2021 compared to outlooks provided in February 2021
Commercial LinesPersonal LinesGroup Benefits
Combined ratio(1) of 95.8 was above the outlook of 93.5-95.5, primarily due to 1.1 points of higher than budgeted unfavorable prior accident year reserve development and 2.1 points from current accident year catastrophes above plan, partially offset by a better than expected underlying combined ratio.

Underlying combined ratio* of 89.1,
which excludes catastrophes and prior year development, was better than outlook of 90.0-92.0, primarily due to lower COVID-19 losses, better than expected losses in workers’ compensation, lower non-catastrophe property losses and the effect of higher earned premium, partially offset by higher losses in specialty wholesale and international.
Combined ratio of 90.7 was better than outlook of 94.0-96.0, primarily due to current accident year catastrophes being 1.5 points better than plan and 4.9 points of favorable prior year development, partially offset by a higher than expected underlying combined ratio.

Underlying combined ratio of 89.9,
which excludes catastrophes and prior year development, was above the outlook of 87.0-89.0, primarily due to higher than planned automobile claim frequency and severity and a higher expense ratio, partially offset by lower than expected non-catastrophe losses in homeowners.


Net income margin of 3.9% was within the outlook of 3.5%-4.5% due to net realized gains, better than planned net investment income and better than expected long-term disability incidence and recoveries, partially offset by higher-than-expected excess mortality in group life.

Core earnings margin* of 2.5% was below the outlook of 3.7%-4.7%, primarily due to higher-than-expected excess mortality, partially offset by limited partnership returns in excess of plan and better than expected long-term disability incidence and recoveries.

(1) The combined ratio measures the cost of claims and expenses for every $100 of earned premiums. If the combined ratio is less than 100, the company is making an underwriting profit. The combined ratio for Commercial Lines included 1.0 point of unfavorable reserve development for 2018 and prior accident years on Navigators business ceded to the adverse development cover with National Indemnity Company ("NICO") which is not included in core earnings because, while recognized as a deferred gain on retroactive reinsurance, it was economically ceded to NICO.
* Denotes a non-GAAP financial measure. For definitions and reconciliations to the most directly comparable GAAP measure, see Appendix A.

TOTAL SHAREHOLDER RETURNS
The following chart shows The Hartford's total shareholder return ("TSR") relative to  the S&P 500, S&P 500 Insurance Composite and S&P P&C indices and our 2021 Corporate Peer Group (provided on page 51).
chart-45bd3384f2794410ba9.jpg
Includes reinvestment of dividends.
COMPONENTS OF COMPENSATION AND PAY MIX
NEO compensation is heavily weighted toward variable compensation (annual and long-term incentives), where actual amounts earned may differ from target amounts based on company and individual performance. Each NEO has a target total compensation opportunity that is reviewed annually by the Compensation Committee (in the case of the CEO, by the independent directors) to ensure alignment with our compensation objectives and market practice.
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COMPENSATION MATTERS
Compensation ComponentDescription
Base Salary
Fixed level of cash compensation based on market data, internal pay equity, experience, responsibility, expertise and performance.
Annual Incentive Plan
Variable cash award based primarily on annual company operating performance against a predetermined financial target and achievement of individual performance goals aligned with the company's strategic priorities.
Long-Term Incentive Plan
Variable awards granted based on individual performance, retention and market data.
Designed to drive long-term performance, align senior executive interests with shareholders, and foster retention.
Award mix (50% performance shares and 50% stock options) reflects stock price performance, peer-relative shareholder returns (stock price and dividends) and operating performance.
Approximately 91% of CEO target annual compensation and approximately 84% of other NEO target annual compensation are variable based on performance, including stock price performance:
Target Pay Mix — CEO
Salary
9%
Annual Incentive
22%
Long-Term Incentive
69%
Variable with Performance: 91%
Target Pay Mix — Other NEOs
Salary
16%
Annual Incentive
29%
Long-Term Incentive
55%
Variable with Performance: 84%

2021 COMPENSATION DECISIONS
2021 Compensation DecisionsRationale
The Compensation Committee updated the payout curve for 2021 AIP awards
The Compensation Committee updated the AIP curve for 2021 awards to reduce the slope for payouts in the range of +/-5% of target, which increases predictability and reduces volatility of payouts for performance in that range. (page 42)
The Compensation Committee added a diversity modifier for 2021-2023 performance shares
The Compensation Committee added a modifier to performance shares awarded in 2021 tied to the company’s diversity and workforce representation goals. The modifier will increase or decrease the aggregate payout on 2021 performance share awards (after compensation core ROE and TSR performance objectives have been determined) by +/- 10% based upon performance against pre-determined year-end 2023 representation goals for women and people of color, with the maximum payout not to exceed 200% of target. The Compensation Committee's intent is to include the modifier with 2024 and 2027 performance share awards to encourage progress toward the Company's 2030 representation goals. (page 46)
The Compensation Committee approved an AIP funding level of 158% of targetPerformance against the pre-established Compensation Core Earnings target produced a formulaic AIP funding level of 158% of target. The Compensation Committee undertook its qualitative review of performance and concluded that the formulaic AIP funding level appropriately reflected 2021 performance. Accordingly, no adjustments were made. (page 43)
The Compensation Committee certified a 2019-2021 performance share award payout at 157% of target. The company's average annual Compensation Core ROE during the performance period was 12.2%, resulting in a payout of 113% of target for the ROE component (50% of the award). The company's TSR during the period was at the 87th percentile of the performance peers, resulting in a 200% payout for the TSR component (50% of the award). (page 46)


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COMPENSATION MATTERS
The Compensation Committee (and, in the case of the CEO, the independent directors) approved the following compensation for each NEO:
Base SalaryAIP AwardLTI AwardTotal Compensation
NEO
2021
Change from 2020
2021
Change from 2020
2021
Change from 2020
2021
Change from 2020
Christopher Swift$1,150,000 0%$4,740,000 97.5%$9,250,0008.8%$15,140,000 25.6 %
Beth Costello$725,000 0%$2,054,000 105.4%$2,000,0008.1%$4,779,000 33.7 %
Douglas Elliot$950,000 0%$3,002,000 97.5%$5,450,0002.6%$9,402,000 20.8 %
David Robinson$600,000 0%$1,224,500 111.1%$1,450,00011.5%$3,274,500 32.0 %
Amy Stepnowski$450,000 NA*$1,343,000 NA*$850,000NA*$2,643,000 NA*
William Bloom$625,000 0%$1,000,000 25.0%$1,600,00023.1%$3,225,000 18.3 %
*Ms. Stepnowski was not previously an NEO.
This table provides a concise picture of compensation decisions made in 2021, and highlights changes from 2020. In each case, Total 2021 Compensation was higher than 2020 compensation due primarily to the higher AIP awards for 2021. Another view of 2021 compensation for the NEOs is available in the Summary Compensation Table on page 54.
COMPENSATION BEST PRACTICES
Our current compensation best practices include the following:
WHAT WE DO
Compensation heavily weighted toward variable pay
Senior Executives generally receive the same benefits as other full-time employees
Double-trigger requirement for cash severance and equity vesting upon a change of control*
Cash severance upon a change of control not to exceed 2x base salary + bonus
Independent compensation consultant
Risk mitigation in plan design and annual review of compensation plans, policies and practices
Claw-back provisions in compensation and severance plans
Prohibition on hedging, monetization, derivative and similar transactions with company securities
Prohibition on Senior Executives pledging company securities
Stock ownership guidelines for directors and Senior Executives
Periodic review of compensation peer groups
Competitive burn rate and dilution for equity program
* Double-trigger vesting for equity awards applies if the awards are assumed or replaced with substantially equivalent awards.
WHAT WE DON'T DO
û
No Senior Executive tax gross-ups for perquisites or excise taxes on severance payments
û
No individual employment agreements
û
No granting of stock options with an exercise price less than the fair market value of our common stock on the date of grant
û
No re-pricing of stock options
û
No buy-outs of underwater stock options
û
No reload provisions in any stock option grant
û
No payment of dividends or dividend equivalents on equity awards until vesting
SAY-ON-PAY RESULTS
At our 2021 annual meeting, we received approximately 96% support on Say-on-Pay. The Compensation Committee considered the vote to be an endorsement of The Hartford’s executive compensation programs and policies, and recent program changes. They took this strong level of support into account in their ongoing review of those programs and policies. Management also discussed the vote, along with aspects of its executive compensation, sustainability and corporate governance practices, during our annual shareholder engagement program to gain a deeper understanding of shareholders’ perspectives. Feedback regarding the compensation program was generally positive, with many shareholders expressing support for the Compensation Committee's
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COMPENSATION MATTERS
addition of a diversity modifier to performance share awards. For further discussion of our shareholder engagement program, see page 21.
COMPONENTS OF THE COMPENSATION PROGRAM
Each Senior Executive has a target total compensation opportunity comprised of both fixed (base salary) and variable (annual and long-term incentive) compensation. In addition, Senior Executives are eligible for benefits available to employees generally. This section describes the three main components of our compensation program for Senior Executives and lays out the framework in which compensation decisions are made. For a discussion of the 2021 compensation decisions made within this framework, see 2021 Named Executive Officers' Compensation and Performance on page 47.
1. BASE SALARY
Each Senior Executive’s base salary is reviewed by the Compensation Committee (in the case of the CEO, the independent directors) annually, upon promotion, or following a change in job responsibilities. Salary decisions are based on market data, internal pay equity and level of responsibility, experience, expertise and performance.
2. ANNUAL INCENTIVE PLAN AWARDS
Our employees, including the Senior Executives, are eligible to earn cash awards based on annual company and individual performance. Each employee has a target AIP opportunity. The Compensation Committee uses the following process to determine individual Senior Executive AIP awards.
Determination of AIP Funding Level
At the beginning of the year, the Compensation Committee set a “Compensation Core Earnings” target based on The Hartford’s operating plan, as well as the threshold performance level (80% of target), below which no AIP awards are earned, and the maximum funding level of 200% for performance significantly exceeding target (120% of target). In 2021, the Compensation Committee updated the AIP curve to reduce the slope for payouts in the range of +/-5% of target, which increases predictability and reduces volatility of payouts for performance in that range.
The Compensation Committee selected core earnings because:
It currently believes core earnings best reflects annual operating performance;
Core earnings is a metric commonly used by investment analysts when evaluating annual performance;
Core earnings is a prevalent incentive plan metric among peers; and
All employees can impact core earnings.
Certain adjustments are made to core earnings for compensation purposes to ensure employees are held accountable for operating decisions made that year, and are neither advantaged nor disadvantaged by the effect of certain external items that do not reflect operating year performance. At the beginning of the year, the Compensation Committee approves a definition of "Compensation Core Earnings." The definition lists adjustments that will be made to core earnings at year-end in order to arrive at Compensation Core Earnings, such as non-recurring tax benefits or charges, catastrophe losses above or below budget, and unusual or non-recurring items. The 2021 definition and a reconciliation from GAAP net income to Compensation Core Earnings are provided in Appendix A.
The outlook for certain key business metrics within the operating plan are announced to investors at the beginning of each year, which helps align the interests of our Senior Executives with our shareholders, as performance relative to the outlook is a major determinant of the formulaic AIP funding level.
To ensure a holistic review of performance, the Compensation Committee also considers a number of qualitative factors, including: quality of earnings, risk and compliance, peer-relative performance, expense management, and non-financial and strategic objectives. Informed by this qualitative review, the Compensation Committee may then adjust the formulaic funding up or down to arrive at an AIP funding level more commensurate with the company’s performance.
The Compensation Committee believes retaining the flexibility to adjust the formulaic AIP funding is aligned with shareholders' interests because it allows the Compensation Committee to arrive at a final AIP funding level that best reflects holistic company performance and mitigates the risk inherent in a strictly formulaic approach. Using a strict formula may have unintended consequences due to events or market conditions unanticipated when goals are set, or may overemphasize short-term performance at the expense of long-term shareholder returns or undervalue achievements that are not yet evident in our financial performance. These factors are particularly relevant in the P&C insurance industry, where the “cost of goods sold” (that is, the amount of insured losses) is not known at the time of sale and develops over time — in some cases over many years. Because of this industry dynamic, a substantial majority of our 2021 Corporate Peer Group (listed on page 51) include discretion in their annual award design.
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COMPENSATION MATTERS
2021 Compensation Core Earnings
2021 AIP Funding Level: When setting the operating plan, which forms the basis for the Compensation Core Earnings target, management and the Board anticipated strong Commercial Lines results driven by written premium growth including price increases in excess of loss trends in nearly all lines except workers’ compensation, lower COVID-19 losses, improved underwriting expenses and lower catastrophe losses, partially offset by not assuming the same level of net favorable prior accident year development we had in 2020; lower margins in Group Benefits due to lower investment income and moderation in favorable disability incidence and recovery trends, partially offset by an expectation of lower excess mortality; deterioration in Personal Lines driven by increases in automobile claim frequency compared to low levels in 2020 due to COVID-19, and higher levels of non-catastrophe weather losses in homeowners, as well as not assuming the same level of net favorable prior accident year development in 2020; and lower limited partnership returns relative to the strong returns in 2020.
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The 2021 AIP Compensation Core Earnings target was set at $1.91 billion, which was slightly above the 2020 Compensation Core Earnings target of $1.88 billion, and nearly 8% higher than the 2020 Compensation Core Earnings result of $1.77 billion.

Actual Compensation Core Earnings for 2021 were $2.16 billion, which produced a formulaic AIP funding level of 158% of target, with above target performance primarily related to strong limited partnership returns, better than expected P&C underlying underwriting results, partially offset by unfavorable P&C prior year non-catastrophe reserve development and higher than expected group life excess mortality due to COVID-19.

In assessing overall performance and arriving at the 2021 AIP funding level, the Compensation Committee started with the formulaic AIP funding level and undertook a qualitative review focused on the factors described on the following page.

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COMPENSATION MATTERS
FORMULAIC RESULTS
resultsmeasureda04.jpg
COMPENSATION CORE EARNINGS PERFORMANCE AGAINST PRE-ESTABLISHED TARGET
• Total adjustments to arrive at Compensation Core Earnings reduced core earnings as reported by $15 million, primarily driven by adjustments for Hartford Funds earnings above budget, partially offset by earnings below budget from the Company's investment in Talcott Resolution, which was sold on June 30, 2021, and adjustments for catastrophes (see Appendix A for a description of all adjustments).
• Compensation Core Earnings against the pre-established target resulted in a formulaic AIP funding of 158% of target
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QUALITATIVE REVIEW
quality_earnings.jpg
Quality of Earnings
strategic_nonfinancial.jpg
Strategic
Higher than-expected-limited partnership returns, $600 million before taxes above operating plan
Favorable non-catastrophe prior year development excluding the Boy Scouts of America ("BSA") settlement
Favorable Commercial Lines underlying combined ratio, partially offset by excess mortality losses in Group Benefits and unfavorable Personal Lines underlying combined ratio
Importance: Understanding trends that drove earnings informs how the Compensation Committee thinks about holistic company performance
Substantial advances in ESG disclosures and actions in 2021 (see page 23).
Introduction of Prevail product to support modern automobile and home policies
Small Commercial digital capabilities ranked No.1 in Keynova Group’s Small Commercial Insurance Scorecard and enhanced digital connection to brokers and agents
Importance: Strategic accomplishments position the company for long term-growth and often represent significant successes in a given year, but such accomplishments may not be reflected or may reflect negatively in the quantitative formula
peerrelperformancea02.jpg
Peer-Relative Performance
ethics_compliance.jpg
Risk and Compliance
Total shareholder returns at 88th and 67th percentile for one- and three-year periods, respectively
Above median Core ROE and book value per share growth
Bottom-quartile core earnings per share growth

Importance: Performance against the public companies within our 2021 Corporate Peer Group on key financial metrics and TSR is not captured in the quantitative formula but informs how the Compensation Committee thinks about holistic company performance
#1 ranked insurance company in both Forbes and JUST Capital’s list of America’s “JUST” Companies for 2021

Importance: Linked to strategy of attracting and retaining talent, as prospective employees are significantly more likely to work for a company that has a strong reputation of ethical conduct
expense_management.jpg
Expense Management

Total managed expenses excluding AIP awards and variable Hartford Funds expenses, were $31 million below budget.
Calendar year savings from Hartford Next operational transformation and cost reduction plan were $73M higher than planned

Importance: Managing expenses is critical to maintaining competitive pricing and freeing up resources for investments in the business
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COMPENSATION MATTERS
Determination of Individual NEO Awards
The AIP funding level multiplied by an individual’s target AIP opportunity produces an initial AIP award, which the Committee may adjust based on individual performance. In light of his responsibility for overall company performance, the CEO's AIP award has equaled the AIP funding level, without further adjustment, every year since he assumed the position in 2014. For awards granted to the NEOs in February 2022 for 2021 performance under the AIP, see 2021 Named Executive Officer's Compensation and Performance beginning on page 47.
3. LONG-TERM INCENTIVE AWARDS
Long-term incentive ("LTI") awards are designed to drive long-term performance and encourage share ownership among Senior Executives, aligning their interests with those of shareholders. LTI awards are granted on an annual basis following an assessment of individual performance and market data. 2021 LTI awards for Senior Executives consist of performance shares (50% of the award value) and stock options (50% of the award value). This LTI mix rewards for stock price performance, peer-relative shareholder returns (stock price and dividends) and operating performance.
2021-2023 Performance Shares (50% of LTI Award)
Performance shares are designed to reward and retain Senior Executives by allowing them to earn shares of our common stock based on pre-determined performance criteria. Performance shares have a three-year performance period, and are settled in shares of common stock ranging from 0% to 200% of the number of performance shares granted depending upon the performance achieved on the following metrics:
Performance MetricRationale
Compensation Core ROE
(50% weighting)
Strategic measure that drives shareholder value creation
Peer-relative TSR
(50% weighting)
Measure of our performance against peers that are competing investment choices in the capital markets
Compensation Core ROE: For 50% of the performance share award, payouts at the end of the performance period, if any, will depend upon achieving a target average annual ROE over a three-year measurement period, as adjusted for compensation purposes. Because of the adjustments made for compensation purposes, Compensation Core ROE will differ from both the net income ROE and Core Earnings ROE provided in our financial statements. The Compensation Committee's definition of Compensation Core ROE for 2021 performance share awards is provided in Appendix A.

In January 2021, the Compensation Committee set the target for 2021-2023 performance share awards at an average annual Compensation Core ROE for 2021, 2022, and 2023 of 11.8%, as reflected in the 2021-2023 operating plan. As illustrated in the graph at right, the Compensation Committee also set a threshold performance level (80% of target), below which no payout for the ROE component of awards is received, and a maximum payout for the ROE component of 200% for performance significantly exceeding target (120% of target).

2021-2023 Compensation Core ROE
cepproxystatement2022chart.jpg
Peer-Relative TSR: For 50% of the performance share award, payouts, if any, will be based on company TSR performance at the end of the three-year performance period relative to a Performance Peer Group. The current Performance Peer Group represents 16 industry specific public companies against which we benchmark performance for compensation purposes. While there is some overlap, the Performance Peer Group is distinct from the Corporate Peer Group described on page 51, which includes mutual companies where financial data is not publicly available, as well as companies that compete with us for talent. The Compensation Committee believes that the Performance Peer Group should be limited to publicly traded companies that offer similar products and services and are competing investment choices in capital markets. The Compensation Committee reviews the composition of the Performance Peer Group annually and did not make any changes to this group for 2021 performance share awards.
For each company in the Performance Peer Group, TSR will be measured using a 20-day stock price average at the beginning and the end of the performance period in order to smooth out any volatility. In response to shareholder feedback in prior years, the TSR payout curve for performance share awards targets above-median performance. There is no payout for performance below the 30th
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COMPENSATION MATTERS
percentile; 35% payout for performance at the 30th percentile; target payout for performance at the 55th percentile; and 200% payout for performance at the 85th percentile.
2021 Performance Peer GroupThree-Year Relative TSR Ranking
Alleghany Corp.
test123.jpg
Allstate Corp.
American Financial Group, Inc.
Berkley (W. R.) Corp.
Chubb Limited
Cincinnati Financial Corp.
CNA Financial Corp.
Everest Re Group, Ltd.
Hanover Insurance Group, Inc.
Markel Corporation
Mercury General Corp.
MetLife, Inc.
Old Republic International Corp.
Progressive Corp.
Travelers Companies, Inc.
Unum Group
Stock Options (50% of LTI Awards)
The use of stock options directly aligns the interests of our Senior Executives with those of shareholders because options only have value if the price of our common stock on the exercise date exceeds the stock price on the grant date. The stock options are granted at fair market value, vest in three equal installments over three years, and have a 10-year term.
Diversity Modifier for 2021-2023 Performance Shares
In 2020, the company set a goal to improve diverse representation among its executive ranks by the close of 2030 to 50% women and 20% people of color. In keeping with these aspirations, the Compensation Committee updated the 2021 LTI program to include a performance share modifier tied to the company’s progress toward those goals as of the close of 2023. The 2021 performance share awards will pay out between 0% and 200% based on achievement of predetermined TSR and ROE goals. The modifier will increase or decrease the total payout (if any) by 10%* based upon performance against predetermined year-end 2023 representation goals for women and people of color in executive level roles. Final results against these goals will be measured in early 2024.

RepresentationAs of December 31, 2020December 31, 2023
Goal
December 31, 2030
Goal
Women34.1 %37.3 %50.0 %
People of Color10.9 %12.8 %20.0 %

Achievement as of December 31, 2023Performance Share Modifier*
Miss both goals(10.0)%
Achieve one goalno adjustment
Achieve both goals+10%
*Maximum payout nonetheless cannot exceed 200%


The Compensation Committee also intends to include the modifier with 2024 and 2027 performance share awards to encourage progress toward the Company’s 2030 executive representation goals, taking into consideration progress to date when establishing targets for each 3-year performance period.

Certification of 2019-2021 Performance Share Awards
On February 26, 2019, the Compensation Committee granted Senior Executives performance shares tied 50% to achievement of average annual Compensation Core ROE goals over a three-year measurement period, and 50% to TSR performance relative to a peer group of 16 companies. For the Core ROE component of the award, achievement of average annual Compensation Core ROE of 9.5%, 11.9% and 14.3% during the measurement period would have resulted in payouts of 35%, 100% and 200% of target,
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respectively. For the TSR component of the award, there would be no payout for performance below the 30th percentile, 35% payout for performance at the 30th percentile, target payout for median performance, and 200% payout for performance at the 85th percentile.
These performance shares vested as of December 31, 2021, the end of the three-year performance period, and the Compensation Committee certified a payout at 157% of target on February 14, 2022 based on the following results:
The average of the company's Compensation Core ROE for each year of the measurement period was 12.2%, resulting in a payout of 113% of target for the Compensation Core ROE component of the awards.
Because the company’s TSR during the performance period was above the maximum 85th percentile ranking, there was a payout of 200% of target for the TSR component of the awards.
Details of the 2019 performance shares are given on pages 46-48 of our 2020 Proxy Statement filed with the Securities and Exchange Commission on April 9, 2020.

EXECUTIVE BENEFITS AND PERQUISITES
Senior Executives are eligible for the same benefits as full-time employees generally, including health, life insurance, disability and retirement benefits. Non-qualified savings and retirement plans1 provide benefits that would otherwise be provided but for the Internal Revenue Code limits that apply to tax-qualified benefit plans.
We provide certain additional perquisites to Senior Executives, including reimbursement of costs for annual physicals and associated travel, certain relocation benefits when a move is required, and occasional use of tickets for sporting and special events previously acquired by the company when no other business use has been arranged and there is no incremental cost to the company. The CEO also has the use of a company car and driver to allow for greater efficiency while commuting.
We own a fractional interest in a corporate aircraft to allow Senior Executives to safely and efficiently travel for business purposes. The corporate aircraft enables Senior Executives to use travel time productively by providing a confidential environment in which to conduct business and eliminating the schedule constraints imposed by commercial airline service. The CEO and President are permitted personal use of corporate aircraft to minimize their time spent on personal travel and to increase the time they are available for business purposes. Corporate aircraft also enables them to work more productively while traveling for time-sensitive personal matters. The President's use of the corporate aircraft for personal travel is subject to an annual limit of $90,000. Our aircraft usage policy otherwise prohibits personal travel via corporate aircraft by Senior Executives except in extraordinary circumstances. There was no personal use by Senior Executives due to extraordinary circumstances in 2021.
From time to time, a Senior Executive’s expenses for a purpose deemed important to the business may not be considered “directly and integrally related” to the performance of the Senior Executive’s duties as required by applicable SEC rules. These expenses are considered perquisites for disclosure purposes. Examples of such expenses may include attendance at conferences, seminars or award ceremonies, as well as attendance of a Senior Executive’s spouse or guest at business events or dinners where spousal or guest attendance is expected.
Whenever required to do so under Internal Revenue Service regulations, we attribute income to Senior Executives for perquisites and the Senior Executive is responsible for the associated tax obligation.

(1) Effective December 31, 2012, the Hartford Excess Pension Plan II was frozen for all participants, including Senior Executives.
2021 NAMED EXECUTIVE OFFICERS' COMPENSATION AND PERFORMANCE
In evaluating individual performance, the Compensation Committee considered each NEO's achievements to advance the company's position in our strategic priorities of accelerating profitable organic growth across all businesses, focusing on ROE performance driven by underwriting excellence, generating excess capital to optimize returns, and sustaining an ethical culture supported by industry-leading ESG practices.
CHRISTOPHER SWIFT
Chairman and Chief Executive Officer
Mr. Swift has served as CEO since July 1, 2014; he was also appointed Chairman on January 5, 2015. As CEO, he is responsible for the company’s strategy and growth, capital allocation, performance, culture and leadership.
2021 Performance
In reviewing Mr. Swift’s performance, the independent directors considered that Mr. Swift delivered outstanding financial results including core earnings of $2.178 billion and a core earnings ROE of 12.7%. The independent directors also considered Mr. Swift's leadership in elevating the company's external ESG profile, including the company being named as the #1 insurer on America's Most JUST Companies list, and implementing DEI unit plans for each of the company's business groups. Finally, the independent directors considered Mr. Swift’s success in maintaining employee engagement through a period of uncertainty due to the ongoing COVID-19 pandemic, unsolicited acquisition proposals and the future of work, as well as his efforts to address the impact of the pandemic on mental health.
2022 Proxy Statement
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COMPENSATION MATTERS
2021 Compensation Decisions
Salary. $1,150,000, unchanged from 2020.
AIP Award. Target of $3,000,000, unchanged from 2020. The Compensation Committee approved a 2021 AIP award of $4,740,000 (158% of target), which was equal to the company AIP funding level of 158% for 2021.
LTI Award. In February 2021, the Compensation Committee granted him an LTI award of $9,250,000, an increase of 8.8% from the previous year, in the form of 50% stock options and 50% performance shares.

BETH COSTELLO
Executive Vice President and Chief Financial Officer
Ms. Costello has served as CFO since July 1, 2014. As the company’s CFO, Ms. Costello is responsible for finance, treasury, capital, accounting, investor relations and procurement.
2021 Performance
In reviewing Ms. Costello’s performance, the Compensation Committee considered the exceptional overall company financial performance in 2021 including her execution of the Hartford Next operational transformation and cost reduction plan, successful execution of the company's first investor day in over five years, and support to the Board related to the unsolicited acquisition proposals.

2021 Compensation Decisions
Salary. $725,000, unchanged from 2020.
AIP Award. Target of $1,300,000, a 4% increase from 2020. For 2021, the Compensation Committee approved an AIP award of $2,054,000 (158% of target), which was equal to the company AIP funding level of 158% for 2021.
LTI Award. In February 2021, the Compensation Committee granted her an LTI award of $2,000,000, an increase of 8.1% from the previous year, in the form of 50% stock options and 50% performance shares.
DOUGLAS ELLIOT
President
Mr. Elliot has served as President of The Hartford since July 1, 2014. He leads the company’s Property & Casualty business lines (Small Commercial, Middle & Large Commercial, Personal Lines and Global Specialty) as well as Underwriting.
2021 Performance
In reviewing Mr. Elliot’s performance, the Compensation Committee considered the exceptional results of our Property & Casualty business including ROE, core earnings and combined ratio, his leadership of a new product roll out in Personal Lines and meaningful support of talent, including his involvement with the EMPOWER leadership development program focused on growing a diverse talent leadership pipeline.
2021 Compensation Decisions
Salary. $950,000, unchanged from 2020.
AIP Award. Target of $1,900,000, unchanged from 2020. For 2021, the Compensation Committee approved an AIP award of $3,002,000 (158% of target), which was equal to the company AIP funding level of 158% for 2021.
LTI Award. In February 2021, the Compensation Committee granted him an LTI award of $5,450,000, an increase of 2.6% from the previous year, in the form of 50% stock options and 50% performance shares.
DAVID ROBINSON
Executive Vice President and General Counsel
Mr. Robinson has served as Executive Vice President and General Counsel since June 1, 2015. He is responsible for The Hartford's law department, government affairs and compliance.
2021 Performance
In reviewing Mr. Robinson’s performance, the Compensation Committee considered his leadership in the context of a number of issues facing the company during the year, including a particularly complex regulatory environment, analysis of COVID-19 business interruption claims, the ongoing BSA bankruptcy, and the unsolicited acquisition proposals. Additionally, the Committee noted Mr. Robinson's continued success in talent development.
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2021 Compensation Decisions
Salary. $600,000, unchanged from 2020.
AIP Award. Target of $775,000. For 2021, the Compensation Committee approved an AIP award of $1,224,500 (158% of target), which was equal to the company AIP funding level of 158% for 2021.
LTI Award. In February 2021, the Compensation Committee granted him an LTI award of $1,450,000, an increase of 11.5% from the previous year, in the form of 50% stock options and 50% performance shares.

AMY STEPNOWSKI
Executive Vice President, Chief Investment Officer, and President of HIMCO
Ms. Stepnowski has served as Executive Vice President since August 2020. She is responsible for The Hartford's investment operations.
2021 Performance
In reviewing Ms. Stepnowski's performance, the Compensation Committee considered the strong net investment income results both in aggregate and versus benchmark as well as the results of the alternative investment portfolio and its impact on core earnings. Additionally, she made key strategic talent changes via deliberate succession planning and organizational design updates for HIMCO.
2021 Compensation Decisions
Salary. $450,000
AIP Award. Target of $850,000. For 2021, the Compensation Committee approved an AIP award of $1,343,000 (158% of target), which was equal to the company AIP funding level of 158% for 2021.
LTI Award. In February 2021, the Compensation Committee granted her an LTI award of $850,000 in the form of 50% stock options and 50% performance shares.

WILLIAM BLOOM
Former Executive Vice President, Claims, Operations, Technology, and Data & Analytics
Mr. Bloom served as Executive Vice President from July 1, 2014 until July 1, 2021, and continued as an employee of the company in an advisory capacity until his retirement on October 1, 2021. The Compensation Committee approved an AIP award of $1,000,000 to Mr. Bloom based on results achieved through July 1 and to reflect the successful transition of his responsibilities to his successor.
2021 Compensation Decisions
Salary. $625,000, unchanged from 2020.
AIP Award. For 2021, the Compensation Committee approved an AIP award of $1,000,000.
LTI Award. In February 2021, the Compensation Committee granted him an LTI award of $1,600,000, an increase of 23.1% from the previous year,in the form of 50% stock options and 50% performance shares.
2022 Proxy Statement
49

COMPENSATION MATTERS
PROCESS FOR DETERMINING SENIOR EXECUTIVE COMPENSATION (INCLUDING NEOs)
COMPENSATION COMMITTEE
The Compensation Committee is responsible for reviewing the performance of and approving compensation awarded to those executives who either report to the CEO or who are subject to the filing requirements of Section 16 of the Securities Exchange Act of 1934 (other than the CEO). The Compensation Committee also evaluates the CEO’s performance and recommends his compensation for approval by the independent directors. With this input from the Compensation Committee, the independent directors review the CEO’s performance and determine his compensation level in the context of the established goals and objectives for the enterprise and his individual performance. The Compensation Committee and the independent directors typically review performance and approve annual incentive awards for the prior fiscal year at their February meeting, along with annual LTI awards and any changes to base salary and target bonus. To assist in this process, the Compensation Committee reviews market and historical compensation information for each NEO to understand how each element of compensation relates to other elements and to the compensation package as a whole, including outstanding equity.
Annual Compensation Design, Payout and Performance Goal-Setting Process
December to January
• Review feedback from fall shareholder engagement
• Approve design of AIP and LTI programs for the upcoming year, including updates to Performance and Corporate Peer Groups
• Determine enterprise AIP funding based on the previous year's actual performance against the pre-established Compensation Core Earnings target and a review of qualitative factors
• Review Senior Executive stock ownership
February
• Review Senior Executive performance for previous year and determine individual AIP awards
• Establish AIP and LTI performance targets based on the company's three-year operating plan
• Review and approve current year total compensation recommendations for Senior Executives, including salary, AIP targets and LTI awards
• Establish Senior Executive leadership goals and objectives for the current year
May to July
• Review Say-on-Pay voting results and recommendations of proxy advisory firms
• Review company pay equity status
• Review talent succession planning, workforce diversity and the company’s diversity programs
September
• Review Enterprise Risk Management's annual compensation risk assessment
• Review AIP and LTI program design for the coming year
• Receive independent consultant's annual report on executive compensation trends and regulatory trends
Ongoing
• Monitor the company's year-to-date performance in relation to targets
• Review and consider compensation plans, policies and practices in light of company performance, strategy, shareholder feedback and best practices
COMPENSATION CONSULTANT
Meridian Compensation Partners, LLC ("Meridian") is the Compensation Committee’s independent compensation consultant and has regularly attended Compensation Committee meetings since its engagement. Pursuant to the Compensation Committee's charter, Meridian has not provided services to the company other than consulting services provided to the Compensation Committee and, with respect to CEO and director compensation, the Board.
In 2021, following a review of its records and practice guidelines, Meridian provided the Compensation Committee a letter that confirmed its conformity with independence factors under applicable SEC rules and the listing standards of the NYSE.
ROLE OF MANAGEMENT
Our Human Resources team supports the Compensation Committee in the execution of its responsibilities. Our Chief Human Resources Officer oversees the development of the materials for each Compensation Committee meeting, including market data,
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historical compensation and outstanding equity, individual and company performance metrics and compensation recommendations for consideration by the Compensation Committee (in the case of the CEO, by the independent directors). No member of our management team, including the CEO, has a role in determining their own compensation.
BENCHMARKING
On an annual basis, the Compensation Committee reviews and considers a number of factors in establishing or recommending a target total compensation opportunity for each individual including, but not limited to, market data, tenure in position, experience, sustained performance, and internal pay equity. Although the Compensation Committee considers competitive market data, it does not target a specific market position. The various sources of compensation information the Compensation Committee uses to determine the competitive market for our executive officers are described in more detail below.
2021 Corporate Peer Group
The Compensation Committee reviews the peer group used for compensation benchmarking (the "Corporate Peer Group") periodically or upon a significant change in business conditions for the company or its peers. As part of its review, the Compensation Committee considers many factors, including market capitalization, revenues, assets, lines of business and sources and destinations of talent. For this reason, the Corporate Peer Group differs from the Performance Peer Group described earlier for purposes of the TSR performance measure applicable to performance shares. The Compensation Committee approved the removal of Cigna from the 2021 peer group as they determined that the company was no longer comparable to The Hartford due to a recent acquisition.
Data in millions – as of 12/31/2021(1)
Company Name(2)
RevenuesAssetsMarket Cap
Allstate Corp.$50,588 $99,440 $33,727 
American International Group, Inc.$52,049 $596,112 $47,211 
Berkley (W. R.) Corp.$9,455 $32,087 $14,553 
Chubb Ltd.$40,955 $200,054 $83,267 
Cincinnati Financial Corp.$9,630 $31,387 $18,359 
CNA Financial Corp.$11,908 $66,639 $11,962 
Hanover Insurance Group, Inc.$5,228 $14,254 $4,663 
Lincoln National Corp.$19,230 $387,301 $12,335 
MetLife Inc.$71,080 $759,708 $52,564 
Principal Financial Group Inc.$14,263 $304,657 $19,172 
Progressive Corp.$47,677 $70,591 $59,994 
Travelers Companies Inc.$34,816 $120,466 $38,483 
Unum Group$12,014 $70,116 $5,023 
Voya Financial Inc.$3,956 $171,262 $7,360 
25TH PERCENTILE$10,200 $67,508 $12,055 
MEDIAN$16,746 $109,953 $18,766 
75TH PERCENTILE$45,996 $278,506 $45,029 
THE HARTFORD$22,390 $76,578 $23,498 
PERCENT RANK55%40%56%
(1)Data provided by S&P Global Market Intelligence. The amounts shown in the “Revenues” column reflect adjustments to facilitate comparability across companies.
(2)An additional four non-public companies are included in the Corporate Peer Group as they submit data to relevant compensation surveys utilized in determining appropriate pay levels for Senior Executives: Liberty Mutual, MassMutual, Nationwide Financial, and State Farm.
Use of Corporate Peer Group Compensation Data
When evaluating and determining individual pay levels, the Compensation Committee periodically reviews compensation data prepared by third parties showing the 25th, 50th and 75th percentiles of various pay elements for the companies listed above. As noted previously, the Compensation Committee does not target a specific market position in pay.
The Compensation Committee also reviews general industry survey data published by third parties as a general indicator of relevant market conditions and pay practices, including perquisites. Neither the Compensation Committee nor management has any input into companies included in these general industry or financial services company surveys.

2022 Proxy Statement
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COMPENSATION MATTERS
COMPENSATION POLICIES AND PRACTICES
STOCK OWNERSHIP AND RETENTION GUIDELINES
Senior Executives are expected to meet or exceed certain levels of stock ownership to align their interests with those of shareholders. The Compensation Committee has established the following ownership guidelines for the CEO and other NEOs:
Level(As a Multiple of Base Salary)
CEO6x
Other NEOs4x
The Compensation Committee reviews ownership levels annually. NEOs are generally expected to meet these ownership guidelines within five years of appointment to position. As of March 21, 2022, the CEO and each of the other NEOs met their respective guideline.
TIMING OF EQUITY GRANTS
Equity grants may be awarded four times per year, on the first day of a quarterly trading window following the filing of our Form 10-Q or 10-K for the prior period. Our practice is to grant annual equity awards during the first quarterly trading window of the year. This timing ensures that grants are made at a time when the stock price reflects the most current public data regarding our performance and financial condition.
RECOUPMENT POLICY
We have a recoupment policy that allows for the recoupment of any incentive compensation (cash or equity) paid or payable at any time to the extent such recoupment either (i) is required by applicable law or listing standards, or (ii) is determined to be necessary or appropriate in light of business circumstances or employee misconduct.
RISK MITIGATION IN PLAN DESIGN
Management has concluded that our compensation policies and practices are not reasonably likely to have a material adverse effect on the company. Our Enterprise Risk Management function performs a risk review of any new incentive compensation plans or any material changes to existing plans annually and engages an independent third party to complete a comprehensive review of all incentive compensation plans every five years. In 2021, Enterprise Risk Management conducted its annual review and discussed the results of that review with the Compensation Committee. Enterprise Risk Management concluded that current incentive plans do not promote inappropriate risk-taking or encourage the manipulation of reported earnings.
The following features of our executive compensation program guard against excessive risk-taking:
FeatureRationale
Pay Mix
A mix of fixed and variable, annual and long-term, and cash and equity compensation encourages strategies and actions that are in the company’s long-term best interests.
Long-term compensation awards and overlapping vesting periods encourage executives to focus on sustained company results and stock price appreciation.
Performance Metrics
Incentive awards based on a variety of performance metrics diversify the risk associated with any single indicator of performance
Equity Incentives
Stock ownership guidelines align executive and shareholder interests
Equity grants are made only during a trading window following the release of financial results
No reload provisions are included in any stock option awards
Plan Design
Incentive plans are not overly leveraged, cap the maximum payout, and include design features intended to balance pay for performance with an appropriate level of risk-taking.
Our equity incentive plans do not allow:
Stock options with an exercise price less than the fair market value of our common stock on the grant date;
Re-pricing (reduction in exercise price) of stock options without shareholder approval; or
Single trigger vesting of awards upon a Change of Control if awards are assumed or replaced with substantially equivalent awards.
Recoupment
We have a broad incentive compensation recoupment policy in addition to claw-back provisions under our equity incentive plans.
HEDGING AND PLEDGING COMPANY SECURITIES
We prohibit our employees and directors from engaging in hedging, monetization, derivative and similar transactions involving company securities. In addition, Senior Executives are prohibited from pledging company securities.
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POTENTIAL SEVERANCE AND CHANGE OF CONTROL PAYMENTS
The company does not have individual employment agreements. NEOs (other than Ms. Stepnowski) are covered under a severance pay plan that provides severance in a lump sum equal to two times the sum of annual base salary plus target bonus, whether severance occurs before or after a change of control (no gross-up is provided for any change of control excise taxes that might apply). Ms. Stepnowski is covered under a severance pay plan that provides severance in a lump sum that is (i) variable based on years of service with the company but may not exceed 24 months of base salary for a severance that occurs before a change of control and (ii) equal to 24 months of base salary for a severance that occurs after a change of control (no gross-up is provided for any change of control excise taxes that might apply). As a condition to receiving severance, Senior Executives must agree to restrictive covenants covering such items as non-competition, non-solicitation of business and employees, non-disclosure and non-disparagement.
The company maintains change of control benefits to ensure continuity of management and to permit executives to focus on their responsibilities without undue distraction related to concerns about personal financial security if the company is confronted with a contest for control. These benefits are also designed to ensure that in any such contest, management is not influenced by events that could occur following a change of control.
The 2014 Incentive Stock Plan and the 2020 Stock Incentive Plan provide for “double trigger” vesting on a change of control. If an NEO terminates employment for “Good Reason” or their employment is terminated without “Cause” (see definitions on page 67) within two years following a Change of Control (as defined in the plan), then any awards that were assumed or replaced with substantially equivalent awards vest. If the awards were not assumed or replaced with substantially equivalent awards, the awards vest immediately upon the Change of Control.
EFFECT OF TAX AND ACCOUNTING CONSIDERATIONS ON COMPENSATION DESIGN
In designing our compensation programs, we consider the tax and accounting impact of our decisions. In doing so, we strive to strike a balance between designing appropriate and competitive compensation programs for our executives, maximizing the deductibility of such compensation, and, to the extent reasonably possible, avoiding adverse accounting effects and ensuring that any accounting consequences are appropriately reflected in our financial statements.
Tax considerations are factored into the design of our compensation programs, including compliance with the requirements of Section 409A of the Internal Revenue Code, which can impose additional taxes on participants in certain arrangements involving deferred compensation, and Sections 280G and 4999 of the Internal Revenue Code, which affect the deductibility of, and impose certain additional excise taxes on, certain payments that are made upon or in connection with a change of control.
COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As of the date of this proxy statement, the Compensation Committee consists of directors Winter (Chair), Dominguez, Fetter, Roseborough and Ruesterholz, all of whom are independent non-management directors. No Compensation Committee member has served as an officer or employee of The Hartford and no Hartford executive officer has served as a member of a compensation committee or board of directors of any other entity that has an executive officer serving as a member of The Hartford’s Board.
REPORT OF THE COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and in the company’s Annual Report on Form 10-K for the year ended December 31, 2021.
Report submitted as of March 25, 2022 by:
Members of the Compensation Committee:

Matthew E. Winter, Chair
Carlos Dominguez
Trevor Fetter
Teresa W. Roseborough
Virginia P. Ruesterholz

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COMPENSATION MATTERS
EXECUTIVE COMPENSATION TABLES
SUMMARY COMPENSATION TABLE
The table below reflects total compensation paid to or earned by each NEO.
Name and Principal
Position
YearSalary
($)
Bonus
($)
Stock
Awards
($)(1)
Option
Awards
($)(2)
Non-Equity
Incentive Plan
Compensation
($)(3)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)(4)
All Other
Compensation
($)(5)
Total
($)
Christopher Swift
Chairman and Chief Executive Officer
20211,150,000 — 5,001,475 4,625,000 4,740,000 8,184 299,689 15,824,348 
20201,150,000 — 3,740,850 4,250,000 2,400,000 33,824 231,521 11,806,195 
20191,150,000 — 4,551,525 4,125,000 4,440,000 48,198 246,025 14,560,748 
Beth Costello
Executive Vice President and Chief Financial Officer
2021725,000 — 1,081,400 1,000,000 2,054,000 — 65,800 4,926,200 
2020725,000 — 814,185 925,000 1,000,000 42,587 65,700 3,572,472 
2019725,000 — 979,268 887,500 1,850,000 56,823 68,800 4,567,391 
Douglas Elliot
President
2021950,000 — 2,946,815 2,725,000 3,002,000 4,363 80,515 9,708,693 
2020950,000 — 2,336,931 2,655,000 1,520,000 14,901 65,700 7,542,532 
2019950,000 — 2,841,255 2,575,000 2,812,000 21,419 133,175 9,332,849 
David Robinson
Executive Vice President and General Counsel*
2021600,000 — 784,015 725,000 1,224,500 1,489 65,800 3,400,804 
2020593,750 — 572,130 650,000 580,000 25,565 54,350 2,475,795 
2019NANANANANANANANA
Amy Stepnowski**
Executive Vice President, Chief Investment Officer, and President of HIMCO
2021437,500 — 459,595 425,000 1,343,000 — 65,800 2,730,895 
2020NANANANANANANANA
2019NANANANANANANANA
William Bloom
Former Executive Vice President, Claims, Operations, Technology & Data
2021471,117 — 865,120 800,000 1,000,000 — 65,800 3,202,037 
2020625,000 — 572,130 650,000 800,000 21,488 65,700 2,734,318 
2019612,500 — 689,625 625,000 1,500,000 27,131 65,600 3,519,856 
*Mr. Robinson was not an NEO prior to 2020.
**Ms. Stepnowski was not previously an NEO
(1)This column reflects the aggregate grant date fair value of performance shares calculated in accordance with FASB ASC Topic 718 for the fiscal years ended December 31, 2021, 2020 and 2019. Detail on the 2021 grants is provided in the Grants of Plan Based Awards Table on page 56. The amounts in this column are not reduced for estimated forfeiture rates during the applicable vesting periods. Other assumptions used in the calculation of these amounts are included in footnote 20 of the company's Annual Report on Form 10-K for 2021 and footnote 19 of the company's Annual Reports on Form 10-K for 2021, 2020 and 2019.
    To determine the fair value of the 2021 performance share award under FASB ASC Topic 718, the market value on the grant date is adjusted to reflect the probable outcome of the performance condition(s) consistent with the estimated aggregate compensation cost to be recognized over the service period, determined as of the grant date. These adjustments result in a value under FASB ASC Topic 718 that is 108.14% of the market value on the grant date.
The number of shares payable under these awards will be based on the actual results as compared to pre-established performance conditions and can range from 0-200% of the target award. The value of performance shares assuming the highest possible outcome of the performance conditions determined at the time of grant (200% of the target award), and including an adjustment for no payment of dividends on 2019 unvested performance shares, would in total be:
NEO2021 Performance
Shares ($)
(February 23, 2021 grant date)
2020 Performance
Shares ($)
(February 25, 2020 grant date)
2019 Performance
Shares ($)
(February 26, 2019 grant date)
C. Swift9,250,0008,500,0007,664,156
B. Costello2,000,0001,850,0001,649,006
D. Elliot5,450,0005,310,0004,784,292
D. Robinson1,450,0001,300,000NA
A. Stepnowski850,000NANA
W. Bloom1,600,0001,300,0001,161,197
Under the 2014 Incentive Stock Plan, no more than 500,000 shares in the aggregate can be earned by an individual employee with respect to RSUs and performance share awards made in a single calendar year. Under the 2020 Stock Incentive Plan, no more than 3,000,000 shares in the aggregate can be earned by an individual employee with respect to any awards in a single
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calendar year, except in the event of a new hire or promotion. As a result, the number of shares ultimately distributed to an employee (or former employee) with respect to awards made in the same year will be reduced, if necessary, so that the number does not exceed these limits.
(2)This column reflects the full aggregate grant date fair value for the fiscal years ended December 31, 2021, 2020 and 2019 calculated in accordance with FASB ASC Topic 718. The amounts in this column are not reduced for estimated forfeitures during the applicable vesting periods. Other assumptions used in the calculation of these amounts are included in footnote 19 of the company's Annual Reports on Form 10-K for 2021, 2020 and 2019.
(3)This column reflects cash AIP awards paid for the respective years.
(4)This column reflects the actuarial increase, if any, in the present value of the accumulated benefits of the NEOs under all pension plans established by the company. The amounts were calculated using discount rate and form of payment assumptions consistent with those used in the company’s GAAP financial statements. Actuarial assumptions for 2021 are described in further detail in footnote 2 of the Pension Benefits Table on page 59. There were no increases for Ms. Costello, Ms. Stepnowski, and Mr. Bloom. Their present values decreased by $373, $326, and $49,440 respectively.
(5)This column reflects amounts described in the Summary Compensation Table—All Other Compensation.

Summary Compensation Table - All Other Compensation
This table provides more details on the amounts presented in the “All Other Compensation” column in the Summary Compensation Table on page 54 for the NEOs.
NameYear
Perquisites
($)(1)
Contributions or Other
Allocations to Defined
Contribution Plans
($)(2)
Total
($)
Christopher Swift2021233,889 65,800 299,689 
Beth Costello2021— 65,800 65,800 
Douglas Elliot202114,715 65,800 80,515 
David Robinson2021— 65,800 65,800 
Amy Stepnowski2021— 65,800 65,800 
William Bloom202165,80065,800
(1)As permitted by SEC rules, we have included the perquisites and other personal benefits that we provided in 2021 where the aggregate amount of such compensation to an NEO exceeds $10,000. Perquisite amounts for Mr. Swift include personal use of corporate aircraft not requiring reimbursement to the company ($220,721), commuting costs, and expenses related to an executive physical. The perquisite amount for Mr. Elliot represents personal use of corporate aircraft.
(2)This column represents company contributions under the company’s tax-qualified 401(k) plan (The Hartford Investment and Savings Plan) and The Hartford Excess Savings Plan (the “Excess Savings Plan”), a non-qualified plan established to “mirror” the qualified plan to facilitate deferral of amounts that cannot be deferred under the 401(k) plan due to Internal Revenue Code limits. Additional information can be found under the “Excess Savings Plan” section of the Non-Qualified Deferred Compensation Table beginning on page 61.
2022 Proxy Statement
55

COMPENSATION MATTERS
GRANTS OF PLAN BASED AWARDS TABLE
This table discloses information about equity awards granted to the NEOs in 2021 pursuant to the 2020 Stock Incentive Plan. The table also discloses potential payouts under the AIP and performance share awards. Actual AIP payouts are reported in the Summary Compensation Table on page 54 under the heading “Non-Equity Incentive Plan Compensation.” Equity awards have been rounded to the nearest whole share or option.
NamePlanGrant Date
Estimated Future Payouts Under
Non-Equity Incentive Plan
Awards(1)
Estimated Future Payouts Under
Equity Incentive Plan
Awards(2)
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(3)
Exercise
or Base
Price of
Option
Awards
($/Sh)
Grant
Date Fair
Value of
Stock and
Option
Awards
($)(4)
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
C.
Swift
2021 AIP 1,050,000 3,000,000 9,000,000        
Stock Options2/23/2021