Member Information

Rights of Members & Annual Meeting

WHAT IS "LIBERTY MUTUAL HOLDING COMPANY INC." AND WHO ARE ITS MEMBERS?

WHAT IS "LIBERTY MUTUAL HOLDING COMPANY INC."?

Liberty Mutual Holding Company Inc. is a Massachusetts mutual holding company that operates (through its subsidiaries) two primary businesses:  (1) Global Risk Solutions; and, (2) Global Retail Markets. These businesses and the legal entities that conduct them utilize various "Liberty Mutual" trade names and trademarks including, without limitation, "Liberty Mutual Insurance", "Liberty Mutual Insurance Group", "Liberty Mutual Personal Markets"; "Liberty Mutual Surety"; "A Liberty Mutual Insurance Company"; "Liberty International"; "Safeco Insurance"; "Ironshore"; “State Auto”; and similar types of names as may be adopted from time to time. Each of these businesses market and underwrite insurance policies issued by the numerous insurance entities owned or controlled by Liberty Mutual Holding Company Inc., including (1) stock insurance companies, (2) stock insurance companies that were formerly mutual insurance companies and (3) other affiliated insurance entities (collectively, the “LMHC Insurance Companies”). The rights and privileges associated with insurance policies and other obligations issued by the LMHC Insurance Companies vary in certain ways described below.

WHO IS A "MEMBER" OF LIBERTY MUTUAL HOLDING COMPANY INC.?

Members are persons appearing as the named insured on an in-force policy, or as principal in the case of a surety bond, issued by “Member Companies.” Our Member Companies include only the following companies: (1) Liberty Mutual Insurance Company; (2) Liberty Mutual Fire Insurance Company; (3) Employers Insurance of Wausau; (4) Liberty Mutual Personal Insurance Company; and (5) State Automobile Mutual Insurance Company. These Member Companies were formerly mutual insurance companies whose policyholders elected to form a mutual holding company or otherwise reorganize into or combine with our existing mutual holding company, Liberty Mutual Holding Company Inc. These transactions  were reviewed and approved by the governing state insurance regulatory authorities.

Policyholders or holders of surety bonds or other insurance obligations issued by LMHC Insurance Companies that are not Member Companies ARE NOT members of Liberty Mutual Holding Company Inc. and are, therefore, not entitled to any rights of members.

WHAT ARE RIGHTS OF MEMBERS?

Members of Liberty Mutual Holding Company Inc. have uncertificated rights conferred by law, including the rights to: (1) vote for the election of directors at annual meetings of Liberty Mutual Holding Company Inc. as well as other matters requiring a membership vote; (2) share in any distribution of, or receive consideration based upon, the value of, Liberty Mutual Holding Company Inc. in any liquidation, demutualization, dissolution or otherwise under its articles of organization and bylaws, or otherwise as provided by law; and (3) receive member dividends as, if and when declared and paid by the Board of Directors.

WHEN IS THE MEMBERS ANNUAL MEETING OF LIBERTY MUTUAL HOLDING COMPANY INC.?

It is held on the second Wednesday of April at its headquarters located at 175 Berkeley Street, Boston, Massachusetts, or at such other location as may be designated by the chief executive officer. FOR IMPORTANT INFORMATION CONCERNING THE 2024 ANNUAL MEETING PLEASE SEE: https://libertymutualgroup.com/proxy 

Massachusetts Compensation Disclosure Law

Named Executive Officer and Director Compensation Disclosures for 2023

The following tables and related footnotes provide information to the members of Liberty Mutual Holding Company Inc. (the “Company”) regarding the compensation provided in fiscal year 2023 to the Company’s Chief Executive Officer, Chief Financial Officer, its three (3) other most highly compensated executive officers or other former executive officers (collectively “Named Executive Officers”), and its directors, all as required by Section 19X of Chapter 175 of the Massachusetts General Laws (the “Disclosure Statute”). 

The Disclosure Statute is also applicable to Liberty Mutual Mid-Atlantic Insurance Company and Montgomery Mutual Insurance Company. Both of these entities are mutual insurance companies domiciled in Massachusetts and controlled by the Company (collectively the “Liberty MA Mutual Companies”). The Company notes that none of the executive officers or directors of the Liberty MA Mutual Companies received any compensation from their respective companies in 2023. 

The Compensation Committee of the Board of Directors retains an independent consulting firm to advise in determining executive officer compensation. For 2023, the following companies were used to benchmark the Company’s executive compensation: American International Group Inc., Chubb Limited, Manulife Financial Corporation, Mass Mutual, MetLife Inc., Nationwide, New York Life, Northwestern Mutual, Progressive Corp., Prudential Financial Inc., The Allstate Corporation, The Hartford Financial Service Group, The Travelers Companies Inc., and USAA; as well as an extended group of financial services companies as an additional data point.

For purposes of determining the three (3) most highly compensated executive officers beyond the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) for a fiscal year at issue as required by the Disclosure Statute, the Company takes into account base salary earned during the calendar year, bonus and all other compensation paid (see Table 1 Total) as well as the target value of Appreciation Units (“AUs”) and Restricted Units (“RUs”) granted during the fiscal year at issue (see Table 2), but excludes the impact of redemptions by executives in the fiscal year at issue of AUs and RUs granted in prior fiscal years. Once such next three (3) most highly compensated executive officers are identified, however, the Company then further discloses the value of their respective prior year redemptions during the fiscal year at issue as well as the prior year redemptions of the CEO and CFO (see Table 3). 

*For purposes of this 2024 disclosure, the Company has excluded from Table 3 the value of redemptions for AUs and RUs granted to Mr. Long. These were previously disclosed by the Company in prior fiscal years for his services at such time as Chief Executive Officer and the timing of their redemption was at his personal election - consistent with the terms of the plan.

*Also redeemed Restricted Units (“RUs”) in 2023 according to prior elections with a value realized of $155,678.

**Liberty Mutual Holding Company Inc. Director Long-term Value Plan (“LVP”) target award is delivered fifty percent (50%) in RUs and fifty percent (50%) in cash due to Canadian tax treatment, reflected under “Retainer Fees Earned & Other Compensation”. 

*** Retired from Board service as of April 2023. 

Footnotes to Compensation Disclosures:

1. “Salary” reflects actual base salary paid during the calendar year (inclusive of salary deferrals).

2. “Bonus” includes short-term incentive awards earned for the performance year (i.e. – 2022 fiscal year) immediately prior to payment. Note the “Bonus” paid to Mr. Long in 2023, is reflective of service in his prior role as Chief Executive Officer in fiscal year 2022, and not for his services as Executive Chairman in 2023.

3. “All Other Compensation” includes matching contributions under the Company’s retirement savings plans (e.g. – 401(k) Plan), and the taxable portion, if applicable, of benefits related to personal financial planning and tax preparation services, life insurance premiums, parking, security, business travel or the personal use of corporate aircraft.

Pension plans provide income for periods of retirement and are structured to reward and retain employees for long service.  The Company sponsors a defined benefit pension plan covering substantially all of the Company’s employees (the “LM Retirement Plan”).  If the benefit for an eligible individual exceeds the tax-qualified limits, the excess is provided from an unfunded, non-qualified plan (the “Non-Qualified Plan”). Given their level of compensation, the Named Executive Officers are all participants in the Non-Qualified Plan.  The formula for determining an employee’s as well as a Named Executive Officer’s annual pension benefit at normal retirement under the Liberty Mutual retirement plans changed effective January 1, 2014 and is now a function of the sum of two (2) distinct formulas. 

Any benefit due for service through December 31, 2013 is determined under a final average pay formula.  The final average pay formula benefit is equal to the sum of a named individual’s thirty-five (35)-Year Service Benefit and an Excess Service Benefit earned for credited service greater than thirty-five (35) years, where:

• 35-Year Service Benefit — The formula for the first thirty-five (35) years of credited service results in a benefit at normal retirement for a named individual based on final average pay.  The percentage of final average pay used to determine the benefit for credited service through December 31, 2010 is fifty-four percent (54%) minus fifty percent (50%) of the Social Security benefit, and for credited service beginning on or after January 1, 2011, thirty-five percent (35%) minus thirty-five (35%) of the Social Security benefit.  The benefit of a participant with less than 35 years of credited service will be reduced on a pro rata basis for each year of credited service less than 35; and 

• Excess Service Benefit — For the first five (5) years of credited service in excess of 35 years, an annual accrual equal to 0.5% of final average pay.

Final average pay under the Liberty Mutual retirement plans is equal to the average of a named individual’s eligible compensation for the highest five (5) consecutive calendar years during the last ten (10) calendar years of employment (or December 31, 2020, if earlier).  Pay increases or decreases after December 31, 2013 and before December 31, 2020 were taken into account in determining the final average pay benefit. Only base salary and short-term incentive compensation were considered eligible compensation for purposes of the final average pay formula.  No additional service credit accrued under the final average pay formula after December 31, 2013, and any accrued benefit under this formula has been frozen as of January 1, 2021.

Effective as of January 1, 2014, a cash balance benefit formula also applies. Under this formula, each participant in the retirement plans will have a notional cash balance account which will be credited with pay credits equal to five percent (5.0%) per annum of eligible compensation and interest credits based on the 30-Year US Treasury rate for the August immediately preceding a plan year.  Compensation taken into account under the final average pay and cash balance formula is the same.  The total benefit due under the Liberty Mutual retirement plans is the sum of the amount due under the final average pay formula and the cash balance formula. 

The Company also sponsors a Section 401(k) Plan covering substantially all of the Company’s employees (the “LM 401(k) Plan”) that allows them to set aside eligible pay, subject to a Company match, on a tax advantaged basis.  The Non-Qualified Plan also allows participants to elect to set aside eligible pay that is not otherwise allowed for under the Company’s 401(k) Plan due to tax law limits for payment at a fixed future date or beginning at retirement.  Certain amounts set aside for savings under the Non-Qualified Plan are also matched by the Company under the same match formula that applies to employees generally under the LM 401(k) Plan.  Under both the LM 401(k) Plan and the Non-Qualified Plan, amounts set aside by a participant and the matching contributions, are invested in one or more investment options elected by the participant and account balances are adjusted accordingly for respective investment gains or losses.

4.  The Named Executive Officers were awarded certain amounts of AUs under the Liberty Mutual Group Inc. Long-term Value Plan (“LVP”) in 2021, 2022, and 2023. An AU has no immediate cash value. Instead, the Named Executive Officer may only become entitled to a later cash payment to the extent there is an increase in unit value after the grant date.  The increase or decrease in unit value after the grant date is measured based on the change in the Company’s book value.  The target AU compensation is determined based upon reference to market data for similarly situated executives provided by an independent consultant engaged by the compensation committee of the Board.  There can be no assurance that the target AU compensation will actually be delivered as the actual amount realized will vary based upon the performance of the Company and the time period the AUs are held prior to exercise.  AUs granted under LVP generally vest over a three (3)-year period in annual increments of twenty-five percent (25%), twenty-five percent (25%) and fifty percent (50%).  See footnote (6) for additional information concerning AUs.
    
5. The Named Executive Officers were awarded certain amounts of RUs under the LVP in 2021, 2022, and 2023.  Each RU is a bookkeeping entry that entitles the holder to a payment of cash at a later time.  The value of each RU is based on the Company’s book value.  The reported amounts reflect the target RU compensation at the grant date. The target RU compensation at the grant date is determined based upon reference to market data for similarly situated executives provided by an independent consultant engaged by the compensation committee of the Board.  There can be no assurance that the target RU compensation will actually be delivered as the actual amount realized will vary based upon the performance of the Company over the time period the RUs are held.  RUs granted under LVP generally vest over a three (3)-year period in annual increments of twenty-five percent (25%), twenty-five percent (25%) and fifty percent (50%).  See footnote (6) for additional information concerning RUs.
    
6. See table entitled “AUs and RUs Redeemed 2021-2023” for additional compensation paid to the Named Executive Officers.  This table sets forth the amount of cash proceeds received by the Named Executive Officers from AUs exercised and RUs redeemed from grants previously awarded and vested.  AUs are granted with a ten (10)-year term.  Vested AUs can be exercised at the personal discretion and timing of the Named Executive Officer, but within a redemption window, which occurs in the second quarter of the calendar year.  AUs that remain unexercised after the ten (10)-year term are automatically redeemed in the redemption window immediately following their expiration date. For RUs granted prior to December 31, 2019, decisions concerning the timing of redemption of RUs are also at the personal discretion of the named executive officer and must be made prior to the grant and redemption is deferred to either (a) a fixed date beyond the vesting period or (b) upon retirement.  For RUs granted after January 1, 2020, the timing of redemption of RUs are not at the personal discretion of the named executive officer, instead they are automatically redeemed following the third anniversary of the grant date. See footnotes (4) and (5) for additional information concerning AUs and RUs.
    
7. Non-executive directors receive an annual retainer, payable on a quarterly basis.  Non-executive directors also receive annual retainers, payable on a quarterly basis, if applicable: (a) for serving as a member of separate committees of the Board, (b) for serving as a chairman of such committees, or (c) for serving as lead director.  Non-executive directors receive additional items, the economic value of which is included in the above disclosure table, including: (a) certain business travel benefits, and (b) subject to satisfaction of specific terms and conditions, deferred compensation in the form of RUs limited in time and scope pursuant to the Liberty Mutual Holding Company Inc. Director Long-term Value Plan (“Director LVP”). RUs that were granted to non-executive directors prior to 2019 were fully vested at grant and are redeemable only subsequent to termination of their Board service. Effective January 1, 2019, RUs granted under Director LVP vest on the first anniversary of the grant date and non-executive directors who meet predetermined ownership guidelines can elect prior to the grant to redeem vested RUs either: (a) following the one (1)-year or the five (5)-year anniversary of the vesting period or (b) upon termination of Board service. RUs granted to non-executive directors who reside outside of the US may have different deferral periods in order to comply with local law. “Values Realized on RU’s Redeemed” sets forth the amount of cash proceeds received by the non-executive directors from AUs exercised and RUs redeemed from grants previously awarded and vested. Mr. Long, as an executive of the Company, does not receive any additional compensation for serving as chairman and a director.  Only non-executive directors receive compensation for their director services.