DEF 14A of Loews Corp
Filed Apr 1, 2026 · FY20250000060086-26-000023
DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| | | | Board Committee Membership | | | | | Name & Title | Age | Director Since | Audit | Compensation | Nominating & Governance | Executive | | Charles D. Davidson Partner, Quantum Capital Group | 76 | 2015 | | | ■ | | | Paul J. Fribourg Executive Chairman, Continental Grain Company Lead Independent Director | 72 | 1997 | ■ | ■ | ■ CHAIR | | | Walter L. Harris Former President and CEO, FOJP Service Corp. and Hospital Insurance Co. | 74 | 2004 | ■ CHAIR | ■ | | | | Jonathan C. Locker President, Tiger Management | 49 | 2023 | ■ | | ■ | | | Susan P. Peters Retired CHRO, General Electric Company | 72 | 2018 | | ■ CHAIR | ■ | | | Dino E. Robusto Retired Chairman and CEO, CNA Financial Corporation | 67 | 2026 | | | | | | Alexander H. Tisch Vice President, Loews Corporation, President and CEO, Loews Hotels & Co | 47 | 2025 | | | | ■ | | Benjamin J. Tisch President and CEO, Loews Corporation | 43 | 2025 | | | | ■ | | James S. Tisch Chairman, Retired President and CEO, Loews Corporation | 73 | 1986 | | | | ■ | | Jennifer VanBelle Former SVP, Treasurer, GE Capital CEO and GE Separation Leader, General Electric Company | 58 | 2025 | ■ | | | |
DIRECTOR NOMINEES
Further information regarding our director nominees is included under the heading “Director Nominees” beginning on page 5.
DIRECTOR NOMINEES
| Loews Corporation 2026 Proxy Statement | 1 |
DIRECTOR NOMINEES
| Proxy Statement Summary | Table of Contents |
CORPORATE GOVERNANCE HIGHLIGHTS
CORPORATE GOVERNANCE HIGHLIGHTS Our corporate governance framework reinforces our goal of building long-term value for shareholders.
CORPORATE GOVERNANCE HIGHLIGHTS
| Board Independence | ▪The Board has determined that a majority of our directors and nominees are independent under our independence standards and the New York Stock Exchange listing standards. ▪Our non-management directors regularly hold executive sessions at Board meetings, which are chaired by our lead director. | | Accountability to Shareholders | ▪All of our directors are elected annually. ▪Our directors are elected by a majority voting standard in uncontested elections. ▪Shareholders are invited to submit questions to our Chief Executive Officer and Chief Financial Officer in connection with our quarterly earnings releases. | | Board Composition and Evaluation | ▪Our Board consists of directors with a diverse mix of skills, experience and backgrounds. ▪Our Board and Board committees undertake robust annual self-evaluations. | | Board Committees | ▪We have four Board committees — Audit, Compensation, Nominating and Governance, and Executive. ▪Each of our Audit, Compensation and Nominating and Governance Committees is composed entirely of independent directors. | | Leadership Structure | ▪We have a separate Chief Executive Officer and Chairman of the Board. ▪Our lead director is fully independent and empowered with broadly defined authorities and responsibilities. Our lead director is also Chairman of our Nominating and Governance Committee, which is responsible for developing our corporate governance principles. | | Risk Oversight | ▪Our Board is responsible for risk oversight. It regularly evaluates enterprise risk management and related policies and practices, and oversees management in its assessment and mitigation of risk. | | Director and Officer Stock Ownership | ▪Our non-employee directors are required to own shares of our stock having a value of at least three times the value of their annual equity awards. ▪Our executive officers and directors as a group, and members of their families, own a substantial percentage of our outstanding common stock. ▪We only have a single class of common stock, which directly aligns the interests of our executive officers and directors with those of our other shareholders. ▪We have anti-hedging and pledging policies for directors and executive officers. | | Compensation Governance | ▪Our fully independent Compensation Committee oversees all aspects of our executive compensation program. ▪We have an annual shareholder advisory vote to approve named executive officer compensation. ▪We have a clawback policy that allows for the recoupment of incentive compensation. ▪We do not maintain employment agreements or agreements to pay severance upon a change in control with any of our executive officers. ▪We structure a large majority of our executive officers’ compensation to be performance based. | | Ethics and Corporate Responsibilities | ▪Our Code of Business Conduct and Ethics is disclosed on our website. ▪We have an active and robust ethics and compliance program, which includes regular employee training. |
CORPORATE GOVERNANCE HIGHLIGHTS
| 2 | Loews Corporation 2026 Proxy Statement |
CORPORATE GOVERNANCE HIGHLIGHTS
| Table of Contents | Proposal No. 1: Election of Directors |
Election of Directors
Election of Directors Ann Berman and Charles Diker have informed us that they will retire from the Board as of our 2026 Annual Meeting. The Board would like to thank them for their years of distinguished service to Loews and the Board. The Board has determined to fix the number of directors constituting the full Board at ten, as of the 2026 Annual Meeting. Accordingly, at the Annual Meeting, shareholders will vote to elect a Board of ten directors to serve until the next annual meeting of shareholders and until their respective successors are duly elected and qualified. It is the intention of the persons named in the accompanying form of proxy, unless you specify otherwise, to vote for the election of the nominees named below, each of whom is a current director. Our Board has no reason to believe that any of the persons named will be unable or unwilling to serve as a director and each has agreed to be nominated in this Proxy Statement. If any nominee is unable or unwilling to serve, we anticipate that either: ▪proxies will be voted for the election of a substitute nominee or nominees recommended by our Nominating and Governance Committee and approved by our Board; or ▪our Board will adopt a resolution reducing the number of directors constituting our full Board. Director Nominating Process In evaluating potential director nominees for recommendation to our Board, our Nominating and Governance Committee seeks individuals with exceptional talent and ability and experience from a wide variety of backgrounds to provide a diverse spectrum of experience and expertise relevant to a diversified business enterprise such as ours.
Election of Directors
| In identifying, evaluating and nominating individuals to serve as directors, our Board and its Nominating and Governance Committee do not rely on any preconceived diversity guidelines or rules. Rather, our Board and its Nominating and Governance Committee believe that Loews is best served by directors with a wide range of perspectives, professional experiences, skills and other individual qualities and attributes. |
Election of Directors
Although we have no minimum qualifications, a candidate should represent the interests of all shareholders, and not those of a special interest group, have a reputation for integrity and be willing to make a significant commitment to fulfilling the duties of a director. Our Nominating and Governance Committee will screen and evaluate all recommended director nominees (including those validly proposed by shareholders) based on these criteria, as well as other relevant considerations. Further information regarding the process for a shareholder to recommend a director nominee can be found below under “Submissions of Nominations or Other Proposals for Our 2027 Annual Meeting” on page 52. Our Nominating and Governance Committee will retain full discretion in considering its nomination recommendations to our Board.
Election of Directors
| Loews Corporation 2026 Proxy Statement | 3 |
Election of Directors
| Proposal No. 1: Election of Directors | Table of Contents |
Election of Directors
Director Independence Our Board has determined that the following directors, constituting a majority of our directors, are independent under our independence standards and the listing standards of the New York Stock Exchange: Ann E. Berman, Charles D. Davidson, Charles M. Diker, Paul J. Fribourg, Walter L. Harris, Jonathan C. Locker, Susan P. Peters and Jennifer VanBelle. We refer to these directors in this Proxy Statement as our “independent directors.” Our Board considered all relevant facts and circumstances and applied the independence standards described below, which are consistent with New York Stock Exchange listing standards, in determining that none of our independent directors has any material relationship with us or our subsidiaries. Our Board has established the following standards to determine director independence. A director would not be considered independent if any of the following relationships exists: ▪during the past three years the director has been an employee, or an immediate family member has been an executive officer, of Loews; ▪the director or an immediate family member received, during any twelve-month period within the past three years, more than $120,000 in direct compensation from Loews, excluding director and committee fees, pension payments and certain forms of deferred compensation; ▪the director is a current partner or employee or an immediate family member is a current partner of a firm that is Loews’s internal or external auditor, an immediate family member is a current employee of such a firm and personally works on the company’s audit or, within the last three years, the director or an immediate family member was a partner or employee of such a firm and personally worked on Loews’s audit within that time; ▪the director or an immediate family member has at any time during the past three years been employed as an executive officer of another company where any of Loews’s present executive officers at the same time serves or served on that company’s compensation committee; or ▪the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, Loews for property or services in an amount which, in any of the last three years, exceeded the greater of $1 million or 2% of the other company’s consolidated gross revenues. Based on the foregoing, Dino E. Robusto and Alexander H., Benjamin J. and James S. Tisch are currently ineligible to be considered independent directors. Mr. Robusto is expected to be eligible to be considered independent beginning in January 2029, which is more than three years after his retirement on December 31, 2025 from our insurance subsidiary, CNA Financial Corporation (“CNA”). In considering Mr. Davidson’s independence, the Board noted that a subsidiary of CNA has invested in private investment funds managed by Quantum Capital Group (“Quantum”), where Mr. Davidson is a partner. The CNA subsidiary pays certain fees to Quantum in respect of the investments, including management and performance fees. Mr. Davidson is not allocated any portion of the management fees, but is expected to be allocated a portion of any future performance fees. No performance fees have been paid as of the date of this Proxy Statement. Based on the projected returns from the investments and Mr. Davidson’s nominal expected allocated percentage of any performance fees, the Board determined that this was not a material relationship.
Election of Directors
| 4 | Loews Corporation 2026 Proxy Statement |
Election of Directors
| Table of Contents | Proposal No. 1: Election of Directors |
Election of Directors
Director Nominees Information about each nominee for director and the nominee’s age, principal occupation during the past five years and individual qualifications and attributes are set forth below. Unless otherwise noted in this Proxy Statement, no entity related to a nominee is affiliated with Loews.
Election of Directors
| Charles D. Davidson | | | AGE: 76 DIRECTOR SINCE: 2015 | Partner at Quantum Capital Group, a private equity fund specializing in investments in energy businesses. Mr. Davidson served as Chief Executive Officer of Noble Energy Inc., an independent producer of oil and natural gas, from 2000 through 2014, and was Chairman of the Board of Noble until his retirement in 2015. EXPERIENCE: Mr. Davidson’s extensive experience with oil and gas operations, as well as his management of a large, complex, multinational organization, give him knowledge and insights that are valuable to our Board, particularly in overseeing the business of our energy industry subsidiary, Boardwalk Pipelines Partners, LP (“Boardwalk Pipelines”). |
Election of Directors
| Paul J. Fribourg | | | AGE: 72 DIRECTOR SINCE: 1997 Lead Director | Executive Chairman of the Board of Continental Grain Company, an international agribusiness and investment company, since April 2026. From 1997 until March 2026, Mr. Fribourg was Chairman of the Board and Chief Executive Officer of Continental Grain. Mr. Fribourg is also a director of Estee Lauder Companies, Inc. and International Flavors & Fragrances Inc. Mr. Fribourg was a director of Restaurant Brands International, Inc. from 2014 to 2023 and of Bunge Limited from 2018 until 2022. EXPERIENCE: Mr. Fribourg has had extensive and practical hands-on experience as the Chief Executive Officer of Continental Grain Company, a major industrial company with broad international operations. This background gives Mr. Fribourg particular insight into many of the business decisions that come before our Board. |
Election of Directors
| Walter L. Harris | | | AGE: 74 DIRECTOR SINCE: 2004 | From 2014 until 2019, President and Chief Executive Officer of FOJP Service Corporation, a provider of risk management services to hospitals, long-term care facilities and social service agencies in New York City, and Hospitals Insurance Company, a provider of insurance coverages and services to hospitals, long-term care facilities, physicians and healthcare professionals in New York State. Mr. Harris was Chairman of the Board of Directors of Watford Holdings Ltd. from 2014 until 2021. EXPERIENCE: Mr. Harris has extensive experience in and knowledge regarding the commercial insurance industry, which is particularly valuable to our Board in light of Loews’s significant interest in the insurance industry as represented by one of our principal subsidiaries, CNA. In addition, his long tenure as Chairman of our Audit Committee qualifies him as an audit committee financial expert. |
Election of Directors
| Loews Corporation 2026 Proxy Statement | 5 |
Election of Directors
| Proposal No. 1: Election of Directors | Table of Contents |
Election of Directors
| Jonathan C. Locker | | | AGE: 49 DIRECTOR SINCE: 2023 | President, Tiger Management, an investment firm founded by Julian H. Robertson. Previously, he served as a Partner at Tiger Global Management, an investment firm focused on public and private equity investments. In addition, since 2014 he has run a personal family office with investments across a wide range of asset classes, including public securities, private equity, real estate and venture capital. EXPERIENCE: Mr. Locker’s experience as an investment professional managing large and diverse investment portfolios is a valuable attribute for our Board, particularly in light of the investment portfolios managed by the Company and its subsidiaries. His knowledge and experience also qualifies him as an audit committee financial expert. |
Election of Directors
| Susan P. Peters | | | AGE: 72 DIRECTOR SINCE: 2018 | Retired Senior Vice President of Human Resources of General Electric Company, a high-tech industrial company. Ms. Peters was also a director of Hydrofarm Holdings Group, Inc. from 2020 until 2025. EXPERIENCE: Ms. Peters’ experience during her 38-year career at General Electric, in which she held positions of increasing responsibility and which culminated in her serving as the chief human resources officer and a member of the senior leadership team, has provided her with deep domain expertise in talent management, operational optimization, executive compensation and leadership development at the highest level that serve our Board extremely well. |
Election of Directors
| Dino E. Robusto | | | AGE: 67 DIRECTOR SINCE: 2026 | Retired Chairman and Chief Executive Officer, CNA Financial Corporation. Mr. Robusto served as Chairman and Chief Executive Officer of CNA from 2016 through 2024, and as Executive Chairman of CNA during 2025. EXPERIENCE: Mr. Robusto’s extensive experience in and knowledge regarding the commercial insurance industry in general, and CNA in particular, is valuable to our Board in light of Loews’s significant interest in the insurance industry as represented by one of our principal subsidiaries, CNA. |
Election of Directors
| 6 | Loews Corporation 2026 Proxy Statement |
Election of Directors
| Table of Contents | Proposal No. 1: Election of Directors |
Election of Directors
| Alexander H. Tisch | | | AGE: 47 DIRECTOR SINCE: 2025 | Vice President, Loews, and President and Chief Executive Officer of our subsidiary, Loews Hotels & Co (“Loews Hotels”). Mr. Tisch has served as a Vice President of Loews since 2014, and as an officer of Loews Hotels since 2017. Prior to becoming Chief Executive Officer of Loews Hotels in January 2023, he served as President of Loews Hotels from September 2020 until December 2022. EXPERIENCE: Mr. Tisch’s experience as a member of the Loews and Loews Hotels leadership teams has provided him with broad knowledge of and insight into Loews, its operations and the businesses in which it is engaged, and has enabled him to be instrumental in providing our company with strategic direction. His direct experience in managing the Loews Hotels business, as well as his institutional knowledge, is of critical importance to our Board in fulfilling its responsibilities. |
Election of Directors
| Benjamin J. Tisch | | | AGE: 43 DIRECTOR SINCE: 2025 | President and Chief Executive Officer of Loews. Mr. Tisch is also a director of CNA. Prior to becoming President and Chief Executive Officer of Loews in January 2025, Mr. Tisch served as Senior Vice President, Corporate Development and Strategy from May 2022 until December 2024 and as Vice President from 2014 until May 2022. EXPERIENCE: Mr. Tisch’s experience as a member of the Loews leadership team has given him extensive knowledge of Loews, its operations and the businesses in which it is engaged, and has enabled him to be instrumental in providing our company with both strategic direction and day-to-day operational oversight. His direct experience in managing Loews’s business, as well as his institutional knowledge, is of critical importance to our Board in fulfilling its responsibilities. |
Election of Directors
| James S. Tisch | | | AGE: 73 DIRECTOR SINCE: 1986 | Chairman of the Board and retired President and Chief Executive Officer of Loews. Mr. Tisch is also a director of CNA. Mr. Tisch served as Loews’s President and Chief Executive Officer from 1999 until his retirement in December 2024. He was a director of General Electric Company from 2010 until 2022 and Diamond Offshore from 1989 until 2021. EXPERIENCE: Mr. Tisch’s long experience as Loews’s President and Chief Executive Officer has given him extensive knowledge of Loews, its operations and the businesses in which it is engaged. His direct experience in managing Loews’s business, as well as his institutional knowledge, is of critical importance to our Board in fulfilling its responsibilities. |
Election of Directors
| Loews Corporation 2026 Proxy Statement | 7 |
Election of Directors
| Proposal No. 1: Election of Directors | Table of Contents |
Election of Directors
| Jennifer VanBelle | | | AGE: 58 DIRECTOR SINCE: 2025 | Until 2024, Ms. VanBelle spent more than 25 years at General Electric Company in positions of increasing responsibility, which culminated in her holding three roles simultaneously: Senior Vice President, Treasurer (2018 to 2024); GE Capital Chief Executive Officer (2020 to 2024) and GE Separation Leader (2021 to 2024). Before joining GE in 1998, she worked for several international investment banks in New York and London. Ms. VanBelle is also a director of AerCap Holdings N.V. EXPERIENCE: Ms. VanBelle’s more than 25-year career at General Electric has provided her with extensive and practical experience in the management of a complex, multi-industry organization that serves our Board extremely well. Her knowledge and experience also qualifies her as an audit committee financial expert. |
Election of Directors
BOARD COMPOSITION. Of our six independent director nominees, two are female. FAMILY RELATIONSHIPS. Benjamin J. Tisch is the son of James S. Tisch and the cousin of Alexander H. Tisch. Alexander H. Tisch is the nephew of James S. Tisch. None of our other executive officers or directors are related to any other. However, Andrew H. Tisch, a director emeritus of the company, is the father of Alexander H. Tisch and the brother of James S. Tisch, and Jonathan M. Tisch, a director emeritus of the company, is the cousin of Andrew H. Tisch and James S. Tisch.
Election of Directors
| é | | | | Our Board recommends a vote FOR each of the nominees listed above to be elected as a director of our Company. |
Election of Directors
| 8 | Loews Corporation 2026 Proxy Statement |
Election of Directors
| Table of Contents | Board Governance Information |
Board Governance Information
| Name | Fees Earned or Paid in Cash | Stock Awards(1) | All Other Compensation | Total | | Ann E. Berman | $150,000 | $63,462 | $0 | $213,462 | | Charles D. Davidson | 135,000 | 63,462 | 0 | 198,462 | | Charles M. Diker | 160,000 | 63,462 | 0 | 223,462 | | Paul J. Fribourg | 210,000 | 63,462 | 0 | 273,462 | | Walter L. Harris | 200,000 | 63,462 | 0 | 263,462 | | Jonathan C. Locker | 160,000 | 63,462 | 0 | 223,462 | | Susan P. Peters | 161,346 | 63,462 | 0 | 224,808 | | James S. Tisch | 225,000 | 63,462 | 133,000(2) | 421,462 | | Jennifer VanBelle (joined Board August 5, 2025) | 60,734 | 40,489 | 0 | 101,223 | | Anthony Welters (left Board May 1, 2025) | 49,294 | 0 | 0 | 49,294 |
OUR GOAL IS TO INCREASE SHAREHOLDER VALUE OVER THE LONG TERM
OUR GOAL IS TO INCREASE SHAREHOLDER VALUE OVER THE LONG TERM Our compensation program is intended to align the interests of our senior executives with those of our shareholders. Our goal is to increase shareholder value over the long term and to reasonably reward superior performance that supports that goal. In establishing the aggregate amount of targeted compensation for each named executive officer, we do not rely on formula-driven plans, which could result in unreasonably high compensation levels and encourage excessive risk taking. Instead, aggregate target compensation is based on an evaluation of the individual’s performance, skills, leadership and expected future contributions in the context of our financial performance and seeks to achieve the objectives of our compensation philosophy set forth above. Based on these considerations, we determine an overall level of target cash compensation, a portion of which is to be paid as base salary and the balance of which is structured to be performance-based cash compensation, and a level of stock-based awards. We consider the aggregate compensation (earned or potentially available) to each named executive officer in establishing each element of compensation.
CEO
| Base Salary 22.0% | Cash Incentive Compensation 58.0% | Stock-Based Awards 20.0% | | | Incentive Compensation: 78.0% | |
OTHER NAMED EXECUTIVE OFFICERS
| Base Salary 15.6% – 23.3% | Cash Incentive Compensation 57.9% – 71.9% | Stock-Based Awards 12.5% – 20.1% | | | Incentive Compensation: 76.7% – 84.4% | |
FOR 95%
FOR 95% Compensation Governance We are committed to good compensation governance and design and administer our executive compensation program to be consistent with our business goals and in the best interests of our shareholders. In that regard, we: ▪maintain a fully independent Compensation Committee, which oversees all aspects of our executive compensation and monitors, reviews and approves all executive compensation decisions; ▪structure our cash incentive compensation awards to executive officers so that the Compensation Committee may exercise negative discretion over these awards; ▪structure our executive officers’ stock-based compensation to be tied to performance; ▪have a clawback policy that allows for the recoupment of incentive compensation; ▪do not have employment agreements with, or guarantee compensation to, any of our executive officers; ▪do not have agreements with any of our executive officers to pay severance upon a change in control; and ▪conduct an annual shareholder advisory vote on our executive compensation practices. We have received a large majority vote in favor of our executive pay program every year since implementing this vote.
CASH INCENTIVE COMPENSATION AWARDS
CASH INCENTIVE COMPENSATION AWARDS The largest portion of the regular annual compensation earned by our named executive officers in 2025 came from cash awards under our Incentive Compensation Plan. This element of our compensation program ensures that a significant portion of each executive’s annual compensation is dependent on Loews’s annual achievement of a metric that we call “performance-based income.”
CASH INCENTIVE COMPENSATION AWARDS
| Defining Performance-Based Income Performance-based income is defined in our Incentive Compensation Plan as our consolidated net income as adjusted by the Compensation Committee under the terms of our Incentive Compensation Plan to account for specific factors that may impact our business, but which the Compensation Committee deems reasonable and appropriate to exclude or include in determining performance for incentive compensation purposes. |
CASH INCENTIVE COMPENSATION AWARDS
| 24 | Loews Corporation 2026 Proxy Statement |
CASH INCENTIVE COMPENSATION AWARDS
| Table of Contents | Executive Compensation |
PROCESS OF ESTABLISHING ANNUAL INCENTIVE COMPENSATION AWARDS
PROCESS OF ESTABLISHING ANNUAL INCENTIVE COMPENSATION AWARDS
PROCESS OF ESTABLISHING ANNUAL INCENTIVE COMPENSATION AWARDS
| STEP 1 | Establish annual performance bonus pool | First quarter of each year | | First, the Compensation Committee establishes an annual performance bonus pool expressed as a percentage of our performance-based income for that year. | | | | The performance bonus pool is not an expectation of the bonus amounts that will, in fact, be paid; rather, it sets the outer limit of compensation that can be paid to all executive officers in our incentive compensation program for the year. The Committee allocates a portion of the performance bonus pool to each of the named executive officers and other executive officers who participate in the incentive compensation program. | | |
PROCESS OF ESTABLISHING ANNUAL INCENTIVE COMPENSATION AWARDS
| STEP 2 | Establish Target Award | First quarter of each year | | Then, the Compensation Committee establishes a target award (expressed as a dollar amount) for each participant, based on, among other things, an assessment of the individual’s expected performance. | | | | The intention is that the incentive compensation award actually paid generally will not exceed the target award (even if the portion of the performance bonus pool allocated to a participant is in excess of the established target), except based on the Compensation Committee’s discretion. | | |
PROCESS OF ESTABLISHING ANNUAL INCENTIVE COMPENSATION AWARDS
| STEP 3 | Establish Maximum Award | First quarter of each year | | Next, the Compensation Committee establishes a maximum award (expressed as a dollar amount) for each participant, to cap the amount in excess of the target that the Committee may in its discretion award any participant. | | | | A participant’s award cannot exceed the portion of the performance bonus pool allocated to the participant, and also cannot exceed the maximum award amount established by the Committee. In addition, the Compensation Committee retains negative discretion in the payment of awards, which allows the Committee to reduce or eliminate any award at its discretion. It has generally been the practice of the Committee to exercise such discretion, so that cash incentive compensation generally is not paid in excess of the pre-established target levels. | | |
PROCESS OF ESTABLISHING ANNUAL INCENTIVE COMPENSATION AWARDS
| STEP 4 | Define Performance-based Income | First quarter of each year | | The Compensation Committee determines what adjustments should be made to our consolidated net income for the year to account for factors that it believes would not be appropriate to include when determining performance for incentive compensation purposes. | | | | However, by reserving the ability to exercise negative discretion to reduce an award otherwise earned, the Committee retains the ability to take into account these excluded items and other factors it deems relevant. | | |
PROCESS OF ESTABLISHING ANNUAL INCENTIVE COMPENSATION AWARDS
| Loews Corporation 2026 Proxy Statement | 25 |
PROCESS OF ESTABLISHING ANNUAL INCENTIVE COMPENSATION AWARDS
| Executive Compensation | Table of Contents |
PROCESS OF ESTABLISHING ANNUAL INCENTIVE COMPENSATION AWARDS
| STEP 5 | Calculate Performance-based Income and Conduct Participant Performance Assessment | First quarter of following year | | After the fiscal year ends, the amount of performance-based income earned for the year is determined. Once this has been determined, the Compensation Committee reviews and re-assesses each participant’s performance in the context of our financial performance and seeking to achieve the goals of our compensation philosophy. | | | | Based upon this review and re-assessment, the Committee awards incentive compensation out of each executive’s pre-allocated percentage of the performance bonus pool. The Committee, in its discretion, determines whether to award incentive compensation that meets or exceeds the target award (up to the maximum award established for that individual) or that is lower than the target award. Historically, the Committee generally has exercised its negative discretion to limit awards paid to the pre-established target amounts. | | |
How We Determined the Performance Bonus Pool for 2025 Incentive Compensation
How We Determined the Performance Bonus Pool for 2025 Incentive Compensation For 2025, the Compensation Committee established at the beginning of 2025 a performance bonus pool of 4.5% of performance-based income, which was consistent with the pool established for 2024 and which the Committee determined was an appropriate level to recognize the performance of plan participants, which include our named executive officers and other executive officers. As has historically been the case, there was no expectation that the entire performance bonus pool would, in fact, be awarded and paid out, as the Committee’s practice has been to exercise its discretion to pay bonuses amounting to only a fraction of the performance bonus pool. The potential for excessive compensation was further limited by the establishment at the beginning of 2025 of target levels and absolute maximum amounts for each named executive officer and each other executive officer participating in our incentive compensation program. In establishing the performance bonus pool and target and maximum awards for each named executive officer, the Compensation Committee took into account: ▪our compensation philosophy and objectives, which aim to reasonably reward superior performance while eschewing formula-driven criteria, which have the potential of providing unreasonably high compensation levels; ▪the individual’s duties, past and expected performance of those duties, experience and tenure and compensation history; and ▪our goals of increasing shareholder value over the long term.
How We Determined the Performance Bonus Pool for 2025 Incentive Compensation
| Negative discretion An integral part of the implementation of the cash incentive compensation program by the Compensation Committee is the ability to use negative discretion for the award to each executive officer, allowing the Committee to reduce or eliminate any award notwithstanding the level of performance-based income. This gives the Committee the flexibility to appropriately evaluate the performance of each executive officer considering not only the level of performance-based income, but also Loews’s consolidated net income and the individual’s performance. |
How We Determined the Performance Bonus Pool for 2025 Incentive Compensation
For each named executive officer, other than the Chief Executive Officer, the Compensation Committee also took into account the recommendations of the Chief Executive Officer. The Committee relied on these qualitative factors, together with its discretion to reduce award payouts as well as to pay awards up to the maximum amount, and determined not to establish other specific, quantitative criteria or performance measures.
How We Determined the Performance Bonus Pool for 2025 Incentive Compensation
| 26 | Loews Corporation 2026 Proxy Statement |
How We Determined the Performance Bonus Pool for 2025 Incentive Compensation
| Table of Contents | Executive Compensation |
2025 NAMED EXECUTIVE OFFICER TARGET AND MAXIMUM AWARDS AND BONUS POOL ALLOCATION
2025 NAMED EXECUTIVE OFFICER TARGET AND MAXIMUM AWARDS AND BONUS POOL ALLOCATION The 2025 target and maximum awards and the share of the performance bonus pool allocated to each named executive officer were established in the first quarter of 2025 as follows:
2025 NAMED EXECUTIVE OFFICER TARGET AND MAXIMUM AWARDS AND BONUS POOL ALLOCATION
| Name | Share of 4.5% Bonus Pool Allocated | Target Award | Maximum Award | | Benjamin J. Tisch | 14.7% | $2,600,000 | $3,500,000 | | Jane J. Wang | 13.9 | 2,450,000 | 3,250,000 | | Kenneth I. Siegel | 26.1 | 4,600,000 | 5,250,000 | | Richard W. Scott | 17.3 | 3,050,000 | 3,750,000 | | Alexander H. Tisch | 14.7 | 2,600,000 | 3,500,000 |
2025 NAMED EXECUTIVE OFFICER TARGET AND MAXIMUM AWARDS AND BONUS POOL ALLOCATION
The Committee did not make any changes to the 2025 executive compensation program or metrics after they were established in the first quarter of 2025.
2025 ADJUSTMENTS TO CONSOLIDATED NET INCOME AND RATIONALE
| Any net income or loss relating to (x) a remeasurement gain or loss for CNA’s long term care liabilities; (y) net reserve strengthening related to CNA’s benefit settlement option liabilities or (z) a disposition (or proposed disposition), a loss portfolio transfer or other transaction that is intended to fix or limit CNA’s exposure to its run-off Life & Group business | CNA’s individual and group long-term care businesses are in run-off and its payout annuity business was in run-off prior to its disposition in 2014. The Compensation Committee determined that any income statement impact from a remeasurement gain or loss for CNA’s long term care liabilities, net reserve strengthening for CNA’s benefit settlement option liabilities or a transaction that is intended to fix or limit CNA’s exposure to its run-off Life & Group business should not be taken into account when measuring current performance. | | Investment gains and losses | The Compensation Committee decided to exclude investment gains and losses because the decision to realize a gain or a loss can be a discretionary decision. Accordingly, any implication that an individual could be wrongly motivated in taking or failing to take a gain or loss in an effort to impact consolidated net income would be removed. | | Catastrophe losses of CNA in excess of, but not less than, CNA’s budgeted amount | The Compensation Committee excluded this item because the level of catastrophes that impact a property and casualty insurer is, of course, unpredictable and, accordingly, not an appropriate way to measure performance. On the other hand, performance-based income should not be increased just because of a low level of catastrophes in any year. The Compensation Committee determined that the amount for catastrophe losses budgeted at the beginning of the year — which at times has been higher or lower than the actual level of catastrophe losses — is preferable for measuring performance. | | Any net income or loss relating to the defense or disposition, by judgment or settlement, of litigation that is not related to the operations of the company’s continuing consolidated subsidiaries, including, for example, litigation related to the Corporation’s and/or its subsidiaries’ mergers, acquisitions and dispositions activities | The company’s ownership interests in its subsidiaries change from time to time and the company and its current and former subsidiaries are from time to time parties to litigation. For instance, the company and certain of its Boardwalk Pipelines-related subsidiaries are defendants in litigation relating to the company’s 2018 acquisition of the Boardwalk Pipelines limited partnership units not already owned by the company’s affiliates. The Compensation Committee determined that any net income or loss relating to the defense or disposition of litigation such as this matter should not be considered when measuring current performance. | | Any net income or loss attributable to changes in deferred income tax assets and liabilities resulting from a change in income tax rates in 2025 | Several of Loews’s subsidiaries, by the nature of their business, recognize significant deferred income tax assets and liabilities, which have accumulated over many years. A change in the income tax rate could have a significant impact on these deferred tax items and on Loews’s net income since the impact in the year of this change would involve the entire historical balance of deferred tax assets or liabilities. The Compensation Committee determined to exclude this item since any change in income tax rates is, of course, unpredictable and not within the company’s control, and the resulting impact on net income and loss would not be a suitable indication of current performance. | | Any gain or loss on disposal of discontinued operations (but not income from operations of the discontinued operations) | The Compensation Committee determined to exclude both gains and losses from the disposal of discontinued operations in the belief that the results from a disposition, whether positive or negative, relate to the generally multi-year holding period of the asset disposed of, even though fully recognized in the year of disposal. Therefore, any such gains or losses could distort net income in the year of disposition. |
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARDS
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARDS The third principal element of our regular annual compensation program for named executive officers and other executive officers is PRSUs. The PRSUs, similar to the time-vesting RSUs granted in 2025 to our non-executive officers and certain other managerial and professional employees (“non-executive RSUs”), will vest in two equal tranches (subject to earlier vesting in the case of death, disability, termination without cause and certain retirements, as further discussed below under “Potential Payments Upon Termination” on page 42 below): ▪50% on the second anniversary of the grant date; and ▪50% on the third anniversary of the grant date. In addition, for dividends, the PRSUs (along with non-executive RSUs) are credited cash (accruing interest each year at the one-year Treasury rate applicable in January of the year the dividend is paid) in respect of dividends paid, with such cash to be delivered to the executives only if and when the underlying PRSUs have been actually earned and vested. However, unlike non-executive RSUs, in addition to being subject to the same time-vesting terms as non-executive RSUs, PRSUs granted to our executive officers are also subject to performance-vesting terms. The performance-vesting terms made PRSUs dependent on the company achieving a pre-established level of performance-based income per share for 2025. The terms of the PRSUs awarded in the first quarter of 2025 provided that they would be earned by our executive officer recipients as follows (subject to the time-vesting provisions of the PRSUs):
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARDS
| PERFORMANCE-BASED INCOME PER SHARE: | | | At or Above Target | 100% of PRSUs earned | | At 50% to 100% of Target | Pro rata portion of PRSUs earned | | Below 50% of Target | No PRSUs earned |
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARDS
In connection with the grant of PRSUs to our executive officers in the first quarter of 2025, the Compensation Committee established the performance-based income per share target for PRSUs at $4.55 per share. The Committee did not make any changes to the 2025 executive compensation program or metrics after they were established in the first quarter of 2025, including to this per share target amount. The ultimate value of PRSU awards under our Incentive Compensation Plan is directly correlated to our performance as measured by the price of our common stock over the long term. The value of these awards increases or decreases directly with changes in the price of our common stock. In addition, unlike base salary and cash incentive compensation awards, which are earned and paid based on the annual performance of the individual and the company, PRSUs awarded in 2025 vest over a period of three years. As a result, these awards encourage executives to continue their employment with Loews. These elements further serve to align the executives’ interests with those of our shareholders. The Compensation Committee makes annual grants of equity awards and takes other compensation actions in the first quarter of each year in connection with its annual management performance evaluation. Annual equity grants for executive officers occur on the same date as our annual equity grants for our other officers and employees, which typically occurs in February. Loews does not grant equity awards in anticipation of the release of material non-public information or time the release of this information based on equity award grant dates. We also at times grant equity awards in connection with new hires or promotions during the year, and in connection with our recent executive leadership transition, we granted SARs to each of Benjamin Tisch, Alexander Tisch and Jane Wang, as described below under the heading “2025 Compensation to Our Named Executive Officers — Special 2025 Stock Appreciation Right Awards.” These grants are approved by the Committee (or, in the case of grants to those who are not subject to Section 16 of the Exchange Act, by our Chief Executive Officer, as delegated by the Committee) and are also not granted (and in 2025 were not granted) in anticipation of the release of material non-public information.
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARDS
| Loews Corporation 2026 Proxy Statement | 29 |
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARDS
| Executive Compensation | Table of Contents |
CASH INCENTIVE COMPENSATION AWARDS
CASH INCENTIVE COMPENSATION AWARDS For 2025, the Compensation Committee made cash incentive compensation awards to our Chief Executive Officer and each of our other named executive officers, which were paid in the first quarter of 2026. In determining the amounts earned by these executives, the Committee acted consistently within the parameters of the grants that were established in the first quarter of 2025, including the size of the performance bonus pool for the year. However, the Committee also exercised its business judgment, using essentially a qualitative, rather than formula-driven, approach based on the Committee’s overall judgment of the individual’s performance in the context of our financial performance and seeking to achieve the objectives of our compensation philosophy. The Committee did not make any changes to the 2025 executive compensation program or metrics after they were established in the first quarter of 2025. In addition to the specific factors discussed below, the Compensation Committee considered: ▪its compensation philosophy in favor of competitive pay levels and against excessive or unreasonable compensation levels; ▪its multiyear strategy to increase the compensation of our lesser-tenured named executive officers in connection with our recent executive leadership transition; ▪an emphasis on long-term, superior performance by the individual; ▪its evaluation of the performance of each named executive officer based on direct observation, since each named executive officer regularly reports to the Board on the operations of the company and its subsidiaries; and ▪for each named executive officer other than the Chief Executive Officer, executive sessions with the Chief Executive Officer in which each named executive officer’s performance is reviewed and evaluated. These factors were not weighted and there is no formula for how these factors were applied in determining cash incentive compensation awards.
CASH INCENTIVE COMPENSATION AWARDS
| 30 | Loews Corporation 2026 Proxy Statement |
CASH INCENTIVE COMPENSATION AWARDS
| Table of Contents | Executive Compensation |
CASH INCENTIVE COMPENSATION AWARDS
| Chief Executive Officer To establish target and maximum incentive compensation award amounts for 2025 for our Chief Executive Officer, Benjamin J. Tisch, the Compensation Committee considered, among other things, Mr. Tisch’s performance in recent years during which he was a senior executive of the company prior to his promotion to Chief Executive Officer, the overall performance of the company and its principal subsidiaries, its compensation philosophy against excessive or unreasonable compensation levels, its emphasis on long-term, superior performance by the individual and the level of inflation. Based on these considerations, at the beginning of 2025, the Compensation Committee established target and maximum cash incentive compensation award amounts of $2.6 million and $3.5 million, respectively, for Mr. Tisch. The Committee also retained negative discretion to reduce any award to what it determines is a reasonable level under the circumstances. To determine the amount of cash incentive compensation actually to be paid to Mr. Tisch, the Compensation Committee evaluated his and the company’s performance in 2025 and during recent years, considering the overall state of the markets in which Loews and its subsidiaries operate and the financial markets generally. This is consistent with the Committee’s philosophy of evaluating performance over the longer term to encourage and reward long-term value creation and to discourage unreasonable risk-taking. The Compensation Committee noted the following accomplishments under Mr. Tisch’s leadership: ▪Mr. Tisch’s ability to demonstrate strong leadership and maintain stability at Loews and our subsidiaries through our recent executive leadership transition, and to prudently allocate the company’s capital to take advantage of market opportunities and protect against known risks; ▪the leadership teams at Loews’s principal operating subsidiaries remained focused and motivated to drive the most value from their respective companies, helped in part by the leadership of the company’s Chief Executive Officer and our other named executive officers; ▪Loews repurchased approximately 8.9 million shares, or 4.2%, of its common stock in 2025 and has repurchased approximately 64.4 million shares, or 23.9%, of its common stock from 2021 through the end of 2025, while consistently maintaining a very strong liquidity position; and ▪the company’s book value per share (excluding accumulated other comprehensive income) increased approximately 49.4% during the past five years. As a result of these efforts, the underlying businesses of Loews’s subsidiaries have remained strong. For example: ▪CNA achieved strong P&C underwriting profitability and net income growth while actively managing the risk in its long-term care business and maintaining an extremely strong capital position; ▪Boardwalk Pipelines continued to increase its operating results, grew its backlog by 37.9%, or $5.4 billion, to $19.6 billion as of December 31, 2025 and reached final investment decision on a number of strategically important growth projects; and ▪Loews Hotels’ performance continued to exceed pre-pandemic levels, and it continued to execute on its long-term growth strategy, opening three new hotel properties at Universal Orlando. | | | | Incentive Compensation Determination: The Compensation Committee determined in the first quarter of 2026, for the reasons detailed above, that Mr. Tisch earned his target incentive compensation award for 2025. This award is approximately 21.0% of the amount allocated to him from the performance bonus pool based on the level of performance-based income for the year. |
CASH INCENTIVE COMPENSATION AWARDS
| Loews Corporation 2026 Proxy Statement | 31 |
CASH INCENTIVE COMPENSATION AWARDS
| Executive Compensation | Table of Contents |
CASH INCENTIVE COMPENSATION AWARDS
| Other Named Executive Officers Similar to our Chief Executive Officer, each of our other named executive officers was granted a cash incentive compensation award in the first quarter of 2025 that was paid in the first quarter of 2026. Our longer-tenured other named executive officers, Richard Scott and Kenneth Siegel, received modest increases from 2024 in target (and, in the case of Richard Scott, maximum) award levels, while our lesser-tenured other named executive officers, Alexander Tisch and Jane Wang, received slightly larger increases in target and maximum award levels in accordance with a multiyear strategy to increase their compensation as a result of their increasing responsibilities in connection with our recent executive leadership transition. Kenneth Siegel’s maximum award level in 2025 was unchanged from 2024. In making its determination regarding the amount of these awards earned by these executives, the Committee considered many of the same factors described above that it considered for our Chief Executive Officer. Based on its evaluation of each executive’s performance, including the input and recommendation of the Chief Executive Officer, the Committee, in the first quarter of 2026, awarded each of these other named executive officers incentive compensation equal to their target amount for 2025. | | | | Incentive Compensation Determination: These incentive compensation awards amounted to approximately 21.0% of the total amount available in the performance bonus pool for the other named executive officers and are consistent with the Committee’s philosophy in favor of rewarding long-term superior performance, but against excessive or unreasonable compensation. |
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARDS
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARDS In making its determinations regarding the award of PRSUs in 2025 to our named executive officers, the Compensation Committee considered the same factors described above on page 24 under “Cash Incentive Compensation Awards” as well as the level of PRSU awards previously awarded to these individuals. These factors are not weighted and there is no formula for how these factors were applied in determining the number of PRSUs granted.
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARDS
| PRSU Determination: Based on all factors reviewed, in the first quarter of 2025, the Committee awarded 10,690 PRSUs, representing a grant date fair value of $900,000, to each of Benjamin and Alexander Tisch, and 9,502 PRSUs, representing a grant date fair value of $800,000, to each of Richard Scott, Kenneth Siegel and Jane Wang. For 2025, performance-based income amounted to $8.96 per share, resulting in 100% of these PRSUs being earned by each of our named executive officers in the first quarter of 2026; however, these PRSUs still remain subject to their time-vesting provisions, with 50% of these PRSUs vesting in 2027 and 50% vesting in 2028. |
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARDS
| 32 | Loews Corporation 2026 Proxy Statement |
PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARDS
| Table of Contents | Executive Compensation |
SPECIAL 2025 STOCK APPRECIATION RIGHT AWARDS
The closing price for our common stock on February 14, 2025, the trading day prior to the grant date for the SAR awards, was $83.01. The SARs have a 10-year term and become exercisable seven years after the grant date. For the SARs to provide value, the price of our common stock must exceed the applicable exercise prices, and the executives must remain employed by Loews (except in the case of death, disability, a termination by the company without cause or a termination by the executive for good reason, in which cases the SARs will expire on the earlier of two or three years following the termination (depending on the type of termination) and the expiration of the 10-year term, as further discussed below under “Potential Payments Upon Termination” on page 42 below). The grant date fair value of the SAR awards were $4,093,500 for each of Messrs. Benjamin and Alexander Tisch and $3,070,125 for Ms. Wang. The SARs and any stock delivered or cash paid upon the exercise of the SARs will be subject to clawback pursuant to the our clawback policy (as described below under “Other Considerations — Clawback Policy”) or as required by applicable law.
SPECIAL 2025 STOCK APPRECIATION RIGHT AWARDS
Other Considerations Compensation Program as it Relates to Risk. Management and the Compensation Committee regularly review our compensation policies and practices to ensure they do not encourage excessive risk taking. Based on this review, we do not believe that our compensation program encourages excessive risk taking, due to, among many considerations, the following plan design elements: ▪Our program appropriately balances the three primary components of our executives’ regular annual compensation: base salary, cash incentive compensation and PRSU awards. ▪The Compensation Committee establishes reasonable, but achievable, performance targets for cash incentive compensation and PRSUs in order to motivate our executives to create value for our shareholders over the long term while exercising prudent risk management. ▪Awards of cash incentive compensation and PRSUs are capped, and the Compensation Committee has the authority to exercise negative discretion with respect to payouts of cash incentive compensation, limiting excessive rewards for short-term results. ▪Our executive officers and directors as a group, and members of their families, own a substantial percentage of our common stock, which strongly aligns their interests with those of our other shareholders and encourages a long-term focus. ▪Our clawback policy, described below, requires the recoupment of incentive compensation received by our executive officers if we are required to restate our financial results, which mitigates risk. Clawback Policy. We have adopted a policy that requires the recoupment of incentive compensation (cash and equity-based) received by our executive officers if we are required to restate our financial statements due to material noncompliance with the federal securities laws, including any required restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. In such case, the incentive compensation received by our executive officers during the three completed fiscal years prior to the date we determine we are required to prepare the restatement will be subject to recoupment to the extent the amounts received were greater than the amounts that would have been received if they had been calculated on the basis of the restated financial results. Insider Trading, Anti-Hedging and Anti-Pledging Policies. Our Code of Business Conduct and Ethics contains insider trading policies and procedures governing the purchase, sale and/or other disposition of securities by directors, officers and employees, and by the company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations. Additionally, we have adopted a policy that prohibits directors and executive officers from entering into hedging transactions in our common stock. For purposes of this policy, a hedging transaction is the entry into, or purchase or sale of, any financial instrument (including prepaid variable forward contracts, equity swaps and collars), or the entry into of any other transaction, in each case for the express purpose of offsetting a potential decline in the market value of our common stock. For the avoidance of doubt, financial instruments and transactions subject to this policy do not include transactions in securities (or derivative instruments relating thereto) of any open-end mutual fund, unit investment trust or exchange-traded fund, or of any company that is not affiliated with us. In addition, directors and executive officers are prohibited from pledging our common stock, options relating to our common stock or any other security linked to our common stock as collateral for a loan unless the director or executive officer has the ability to repay the loan without liquidating the pledged stock and the loan is fully recourse to the director or executive officer. Employment Agreements. We have no employment or other agreements relating to severance or payment upon a change of control with any of our named executive officers or other executive officers. Share Ownership by Executive Officers and Directors. As disclosed above under “Director and Officer Holdings” on page 17, our executive officers and directors as a group, and members of their families, own a substantial percentage of our common stock, which strongly aligns their interests with those of our other shareholders.
2025 PENSION BENEFITS
2025 PENSION BENEFITS
2025 PENSION BENEFITS
| Name | Number of Years Credited Service | Present Value of Accumulated Benefit(1) | Payments During Last Fiscal Year | | Benjamin J. Tisch | 8 | $74,161 | $0 | | Jane J. Wang | 13 | 247,637 | 0 | | Kenneth I. Siegel | 10 | 2,952,873 | 0 | | Richard W. Scott | 10 | 2,377,200 | 0 | | Alexander H. Tisch | 12 | 198,586 | 0 |
2025 PENSION BENEFITS
(1)Present Value of Accumulated Benefit is as of December 31, 2025. Assumes: (a) benefit commencement at (i) a normal retirement age of 65 for Benjamin J. Tisch, Jane J. Wang and Alexander H. Tisch and (ii) current age for Richard W. Scott and Kenneth I. Siegel; (b) a discount rate of 5.30%; and (c) interest credits for 2025 and future years of 4.09%. Other interest rate and mortality rate assumptions used are consistent with those used in our financial statements.
2025 PENSION BENEFITS
| 40 | Loews Corporation 2026 Proxy Statement |
2025 PENSION BENEFITS
| Table of Contents | Executive Compensation Tables |
2025 PENSION BENEFITS
Nonqualified Deferred Compensation Employees whose cash compensation (base salary and bonus) exceeds the annual IRS compensation limit for 401(k) plans ($350,000 in 2025) are eligible to defer up to 75% of their base salary and 100% of their bonus on a tax-deferred basis under our Deferred Investment Plan. By annual election, a participant chooses the amount to be deferred, the duration of the deferral and whether to receive distributions of deferred amounts in a single payment or in equal annual installments over a period of up to 15 years. In addition, we make annual contributions to the accounts of eligible employees equal to 5% of the participant’s annual cash compensation that exceeds the annual IRS compensation limit for 401(k) plans. Account balances may be allocated by participants among a number of investment funds available under the plan. The Deferred Investment Plan is a nonqualified, unfunded plan under the Internal Revenue Code and the Employee Retirement Income Security Act of 1974; however, we have established a “rabbi” trust to provide a source of funds (subject to the claims of our creditors), which is administered by an independent financial institution as trustee. In addition to deferrals of cash compensation, employees who receive RSU awards are eligible to defer receipt of up to 100% of the stock underlying such awards, to the extent earned and vested, until the earlier of: (i) a date selected by the employee; (ii) the employee’s separation from service; and (iii) a change in control. The following tables show information for 2025 regarding nonqualified deferred compensation for our named executive officers.
2025 DEFERRED EQUITY COMPENSATION
| Year(1) | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for non-PEO Named Executive Officers | Average Compensation Actually Paid to non-PEO Named Executive Officers (2) | Value of Initial Fixed $100 Investment Based On: | | Net Income (millions) | Performance- Based Income (millions) (5) | | | | | | | Total Shareholder Return (3) | Peer Group Total Shareholder Return (4) | | | | 2025 | $8,753,165 | $11,974,575 | $7,056,733 | $8,738,008 | $277.70 | $287.03 | $1,667 | $1,873 | | 2024 | 7,069,657 | 7,651,106 | 5,008,546 | 5,433,725 | 209.17 | 255.91 | 1,414 | 1,865 | | 2023 | 6,918,337 | 7,276,014 | 4,804,732 | 5,086,696 | 162.96 | 165.68 | 1,434 | 1,601 | | 2022 | 6,439,183 | 6,487,578 | 4,516,160 | 4,506,675 | 130.73 | 156.52 | 822 | 1,159 | | 2021 | 6,119,523 | 6,727,729 | 5,413,003 | 5,925,474 | 128.89 | 127.73 | 1,562 | 1,211 |
DISCUSSION OF PAY VERSUS PERFORMANCE TABLE
DISCUSSION OF PAY VERSUS PERFORMANCE TABLE The following graphs show the relationships between compensation actually paid to the PEO and the average compensation actually paid to the non-PEO NEOs and certain performance metrics during the years covered by the Pay Versus Performance Table.
DISCUSSION OF PAY VERSUS PERFORMANCE TABLE
| 44 | Loews Corporation 2026 Proxy Statement |
DISCUSSION OF PAY VERSUS PERFORMANCE TABLE
| Table of Contents | Executive Compensation Tables |
DISCUSSION OF PAY VERSUS PERFORMANCE TABLE
The following table shows the financial performance measures we use to link compensation actually paid to our named executive officers to our performance.
DISCUSSION OF PAY VERSUS PERFORMANCE TABLE
| Financial Performance Measures | | Performance-Based Income | | Performance-Based Income per Share |
DISCUSSION OF PAY VERSUS PERFORMANCE TABLE
| Loews Corporation 2026 Proxy Statement | 45 |
DISCUSSION OF PAY VERSUS PERFORMANCE TABLE
| Executive Compensation Tables | Table of Contents |
DISCUSSION OF PAY VERSUS PERFORMANCE TABLE
CEO Pay Ratio Under SEC rules established pursuant to the Dodd-Frank Act, we are required to disclose the ratio of pay of our Chief Executive Officer to that of our median employee, as defined under those rules, excluding our Chief Executive Officer. In order to estimate this ratio, we first determined our employee population using a determination date of December 31, 2025. A new determination date was used this year as it had been three years since the determination date of December 31, 2022 used in the prior year. Under SEC rules, our employee population as of the determination date included approximately 13,440 employees from Loews Corporation and our consolidated subsidiaries — CNA, Boardwalk Pipelines and Loews Hotels. We identified the median employee from this population using a compensation measure that incorporated base salary, overtime and any bonuses paid for 2025. For employees hired during 2025, their compensation was annualized to reflect a full year of wages. International employees’ pay was converted to US dollar equivalents using the average of the exchange rates from January 1, 2025 and December 31, 2025. For 2025, the annual total compensation of our Chief Executive Officer, which is equal to the total compensation amount reflected in the Summary Compensation Table above, and the median employee is $8,753,165 and $93,719, respectively. This results in a CEO pay ratio of approximately 93:1. Given the numerous different methodologies, assumptions, adjustments and estimates that companies may apply as permitted under SEC rules, this information may not be an appropriate basis for comparison between different companies.
DISCUSSION OF PAY VERSUS PERFORMANCE TABLE
| 46 | Loews Corporation 2026 Proxy Statement |
DISCUSSION OF PAY VERSUS PERFORMANCE TABLE
| Table of Contents | Proposal No. 3: Ratification of the Appointment of Our Independent Auditors |