DEF 14A of Cna Financial Corp, Mar 20, 2026

DEF 14A of Cna Financial Corp

Filed Mar 20, 2026 · FY20250001104659-26-032500

Open on EDGAR

  1. Overall Executive Compensation Philosophy and Objectives

    | WHAT WE DO | | | | Compensation heavily weighted toward at-risk and performance-based variable pay (91% for CEO) | | | Performance share awards subject to 3-year cliff vesting and financial performance metric that drives long-term stockholder value | | | Maintain a clawback policy with respect to named executive officer compensation | | | Periodic review of compensation peer group | | | Target pay within a median market range of peer companies | | | Maximum payout caps for annual incentive cash compensation and performance share awards | | | Employment agreement with non-competition and non-solicitation terms for the Company’s CEO and Executive Chairman |

  2. Overall Executive Compensation Philosophy and Objectives

    | WHAT WE DO NOT DO: | | | | No hedging transactions by the Company’s directors and executive officers | | | No pledging Company securities by the Company’s directors and executive officers | | | No payment of dividends or dividend equivalents on equity awards until vesting | | | No tax “gross-up” payments on perquisites or other personal benefits for named executive officers | | | No excessive or unusual perquisites | | | No individual employment agreements for executive officers, except for the Company’s CEO and Executive Chairman |

  3. Overall Executive Compensation Philosophy and Objectives

    | Cash incentive compensation awards, based on annual performance measures |

  4. Overall Executive Compensation Philosophy and Objectives

    Base Salary. Initial annual base salaries are set in consideration of median market data and other factors such as the executive’s prior work experience and scope of responsibility. Thereafter, base salaries are reviewed by the Compensation Committee in connection with its annual compensation review. In order to ensure that we are well situated to attract and retain superb talent in a very competitive insurer employment environment, the annual base salaries of our NEOs (other than the CEO) are reviewed by the Chief Executive Officer and Compensation Committee relative to peer group, insurance, and financial industry survey data (see “Comparative Market Data” below), and their respective experience, level of responsibility, individual performance and tenure with the Company. Mr. Worman received a base salary increase in 2025 in recognition of his appointment to the position of CEO. Mr. Lindquist, Mr. Franzetti and Ms. Possell each received base salary increases in 2025 in recognition of their respective performance and to bring them further into the competitive market range of our peer group. Incentive Compensation Awards. The Company’s Incentive Compensation Plan provides for annual cash and long-term stock-based incentive award opportunities for the NEOs of the Company, along with other executives. The elements of any incentive compensation for each NEO are subject to the terms and conditions of the Company’s Amended and Restated Incentive Compensation Plan and the approval of the Compensation Committee. The Compensation Committee oversees all aspects of the Incentive Compensation Plan and has sole discretion to make all determinations on any matter relating to the Incentive Compensation Plan or any award granted under it. Under the Incentive Compensation Plan, the measures to be used for purposes of incentive awards may include one or more or any combination of a wide variety of corporate and personal performance components. The annual and long-term components of the incentive-based compensation for the NEOs are based on “CI” (as defined below) as the performance measure. Any potential awards for NEOs under the plan are determined pursuant to the definition of CI and specific targets approved by the Compensation Committee at the beginning of each relevant performance cycle. Accordingly, for 2025, the determination of compensation under both the annual incentive bonus plan (“AIB”), which is payable entirely in cash, and the long-term performance share award plan (“PSP”), which is payable entirely in shares of the Company’s Common Stock in the form of performance stock units (“PSUs”), was based on one formula approved by the Compensation Committee at the beginning of 2025. The PSP is based on a one-year performance cycle followed by a two-year vesting period, which, taken together, results in a three-year aggregated cliff vesting period. We believe this aligns all our senior leaders, including the NEOs, with the interests of stockholders. The payout of the 2025 PSP, if any, will be in the first quarter of 2028. Please refer to section below labeled “Description of Incentive Compensation Plans” for additional description of the Company’s Annual Incentive Cash Compensation Awards and Long-Term Incentive Plan Awards. Stock-Based Awards. Another element of our compensation program for NEOs is stock-based awards under the Incentive Compensation Plan which generally include restricted stock units (“RSUs”). These awards are used to attract senior talent and are granted upon commencement of employment. Currently, our equity-based compensation is solely with respect to such RSUs and PSUs, as described above under “Incentive Compensation

  5. Overall Executive Compensation Philosophy and Objectives

    Awards” and in this section. We do not currently grant stock options, stock appreciation rights, or similar option-like awards as part of our compensation program. Accordingly, CNA has no policies or practices to disclose under Item 402(x) of Regulation S-K at this time. Retirement Plans. CNA provides funded, tax-qualified retirement plans for salaried employees, including executive officers (the “Qualified Plans”) and unfunded, non-qualified equalization plans for certain highly compensated employees (the “Non-Qualified Plans”) which provide for accruals and contributions not available under the Qualified Plans. The Qualified Plans and the Non-Qualified Plans both include defined contribution plans and defined benefit plans. The Qualified and Non-Qualified defined contribution plans are the CNA 401k Plan and the CNA Deferred Compensation and Savings Plan, respectively. The Qualified and Non-Qualified defined benefit plans are the CNA Retirement Plan and the CNA Supplemental Employee Retirement Plan, respectively. Other Benefits. We provide limited types of perquisites and other personal benefits to our NEOs which we believe are reasonable, consistent with our overall compensation program to enable the Company to attract and retain superior employees for key positions and comparable with perquisite packages offered by our competitors to their senior executives. NEOs are generally entitled to participate in the various benefit plans, programs or arrangements established and maintained by the Company from time to time and applicable to its senior executives, including medical benefits, dental benefits, life insurance, short-term disability, and long-term disability insurance. In addition, NEOs are entitled to receive all benefits made available to senior executives of the Company, including reimbursement for club memberships, physical examinations, financial planning, and paid parking. Each NEO’s entitlement to such benefits is subject to the terms and conditions of the Company’s policies with regard to them, as adjusted by the Company from time to time in its discretion. Severance and other benefits available to NEOs upon termination of employment are determined in accordance with any applicable agreements, which are summarized in the “Narrative Supplement to the 2025 Summary Compensation Table and the 2025 Grants of Plan-Based Awards Table” section, or the Company’s severance or incentive compensation plans, as applicable.

  6. Performance Measures

    Performance Measures Company Financial Performance and Goal Setting: Awards under the CNA Incentive Compensation Plan for the NEOs were calculated in accordance with a formula based upon adjusted operating income for the year, which measure is referred to as “CI”. The following is the definition of CI approved by the Compensation Committee for 2025: “CI” is defined as “Net Income,” as reported in our fiscal year financial results, and adjusted by the following exclusions above or below any corresponding 2025 budgeted amounts: 1) Realized capital gains or losses, net of tax. 2) The after-tax impact of items of gain, loss, income or expense (including but not limited to changes in accounting principles) which in the judgment of the Compensation Committee were extraordinary or unusual in nature or infrequent in occurrence. 3) The after-tax impact of net investment income from limited partnership (LP) and common equity investments. The after-tax impact of reserve strengthening and adverse dividend or premium development associated with asbestos and environmental pollution reserves as well as (FKA Wexford) excess workers compensation reserves, and any income statement impact of applying retroactive reinsurance accounting to the losses ceded to National Indemnity Company (NICO) and Cavello Bay Reinsurance Ltd (Enstar) loss portfolio transfers associated with these reserves, respectively.

  7. Performance Measures

    | CNA Financial Corporation | 21 | 2026 Proxy Statement |

  8. Performance Measures

    The after-tax impact of catastrophe losses of the Company or its subsidiaries. 6) The after-tax impact of any re-measurement gain or loss relating to long-term care, net strengthening related to benefit settlement option liabilities or relating to a disposition, loss portfolio transfer or other transaction that fixes or limits the Company’s exposure to the run-off Life & Group businesses that the Committee deems to be in the best interest of stockholders. 7) Any income tax expense or benefit attributable to the impact of a change in the federal income tax rate on deferred income tax assets and liabilities. 8) The after-tax impact of foreign currency transaction gains (losses) otherwise included in CI. The Compensation Committee approved quantifiable financial performance goals for 2025 CI at the February 14, 2025 Compensation Committee meeting. Performance levels for threshold, target, and maximum CI levels were established in consideration of prior year 2024 CI targeted goal, 2024 achieved CI actual performance, and the Company’s budgeted business plan for the 2025 performance year. The budgeted financial goal for 2025 was used to set the 100% target incentive payout performance achievement for the NEOs with respect to Annual Incentive Cash Bonuses, and long-term incentive Performance Share Plan awards. The 2025 CI target goal was $1.317 billion. The 2025 target CI goal was set $49 million higher than the 2024 CI target goal, primarily driven by anticipated higher P&C underwriting gain from net earned premium growth, an improvement in the expense ratio and higher P&C investment income driven by higher asset base. CI achievement, as determined in accordance with the 2025 definition, is to be rounded to no more than the next 10% increment, above or below. The Compensation Committee retains the authority to exercise negative discretion on the final rounded achievement and on any of the items listed above except as specified in a contract between the Company or its subsidiaries and a NEO. Although CI as determined under this definition is derived from our Net Income, it does provide for certain exclusions. The primary purpose of the exclusions from Net Income reflected in the above definition of CI is to remove those elements of income or loss which relate to one-time or extraordinary events or developments or other matters that, in the judgment of the Compensation Committee, are not appropriate to consider for purposes of assessing an NEO’s performance and contribution to our core P&C operating results. The CI for 2025, determined pursuant to the above definition, was $1.303 billion, approximately $25 million higher than our reported Net Income, as a result of certain adjustments provided for in the foregoing category of exclusions. On February 3, 2026, the Compensation Committee determined and approved, based on the scale below and in its sole discretion, a CI performance achievement for incentive plan awards of 103%.

  9. Performance Measures

    | 2025 CI | 2025 Company Performance as a Percentage of Target | | Below Threshold | 0% | | Between Threshold and Target | 50% – 99% | | Target: $1.265 – $1.345 billion | 100% | | Maximum | 200% |

  10. Performance Measures

    | CNA Financial Corporation | 22 | 2026 Proxy Statement |

  11. Performance Measures

    Quantitative and Qualitative Factors — Individual Performance In determining compensation, various factors are considered in evaluating each NEO’s performance, including overall Company performance. In addition, other factors considered in determining incentive awards include the specific contribution to the overall performance of the Company by the business or operational unit led by each such NEO. Such contribution is reflected in various measurements, including the unit’s profitability, growth and operational efficiency, as well as productive expense management and effective leadership. Factors particular to each NEO that also may be considered include significant project work and successful implementation of initiatives that affect the enterprise as a whole. Base salary and incentive opportunities for each NEO are also based, among other factors, on comparative market compensation data as described in “Comparative Market Data” below. Final approval of all compensation payments is made by the Compensation Committee, which retains authority to make discretionary reductions in the award amounts. Performance Assessment of all NEOs. Our management performs an analytical and advisory role in the process of determining incentive compensation for our NEOs. Our Chief Executive Officer reviews all elements of incentive compensation for NEOs (other than himself) with our Chief Human Resources Officer and approves all recommendations to be made to the Compensation Committee as to those executives. Proposed incentive compensation awards to the Chief Executive Officer are developed by our majority stockholder in consultation with our Chief Human Resources Officer and then recommended to the Compensation Committee. The relationship among the various elements of compensation for each NEO individually is driven by the goal of providing the executive with an overall package of base and incentive compensation that fairly recompenses the individual for both Company and individual performance, in the judgment of the Compensation Committee in consultation with management. Accordingly, there is an annual assessment of all compensation elements for each NEO to assure that, in the aggregate, such elements represent a fair and balanced package in light of individual achievements and overall Company results.

  12. Performance Measures

    | CNA Financial Corporation | 23 | 2026 Proxy Statement |

  13. Description of Incentive Compensation Plans

    Description of Incentive Compensation Plans Annual Incentive Cash Compensation Awards Annual Incentive cash awards under the Incentive Compensation Plan for the NEOs for 2025 were primarily determined by performance compared to preset quantifiable financial goals based upon CI as determined by the Compensation Committee, which also set the level or levels of cash incentive award opportunity within those goals for each NEO. Typical primary recurring factors taken into account for purposes of determining annual incentive cash compensation award levels assigned for each NEO for a given year include such elements as: combined ratios; expense ratios; return on equity; catastrophe loss experience; handling of legal exposures; and net written premium production. As to any particular NEO, these factors may be considered both from an overall corporate viewpoint or in terms of performance for a particular factor within that executive’s individual areas of responsibility, or both. The annual incentive cash compensation opportunity for 2025 for all NEOs, except the CEO, was limited by an individual maximum payment amount of two times (2x) their target annual incentive award opportunity. The annual incentive cash compensation opportunity for 2025 for the CEO was limited by an individual maximum payout amount of one and a half times (1.5x) his target annual incentive award opportunity. For all NEOs, the Compensation Committee retains the power to exercise negative discretion for 2025 annual incentive cash compensation amounts of the amount produced by the applicable payout formula or CI target ranges or amounts, as applicable. The Compensation Committee also reserves the right to eliminate these awards to the NEOs, uniformly, due to adverse financial conditions. In determining the annual incentive cash compensation awards for 2025, and relative to each NEO’s target annual incentive award opportunity, the Compensation Committee evaluated Company performance and individual performance against the pre-set financial goals of the Company and individual performance measures, as described above. The Company achieved CI of $1.303 billion for 2025. In addition to Company CI performance achievement, the annual incentive bonus amount to be paid to each NEO individually was based upon the assessment by Company senior management and the Compensation Committee of that NEO’s success in his or her responsibilities during the performance period in question. The Compensation Committee evaluated Company performance and individual performance in determining the CEO’s annual incentive bonus award of $5,500,000. As stated above, CI for 2025 was $1.303 billion, determined pursuant to the definition approved previously and discussed above. On February 3, 2026, the Compensation Committee in its sole discretion, approved a CI performance achievement for incentive plan awards of 103%. The following table provides additional information:

  14. Description of Incentive Compensation Plans

    | Name | Year | Annual Incentive Cash Awards | | Douglas M. Worman | 2025 | $5,500,000 | | Scott R. Lindquist | 2025 | $1,940,000 | | Dino E. Robusto | 2025 | $— | | Daniel P. Franzetti | 2025 | $1,910,000 | | Jane E. Possell | 2025 | $1,300,000 | | Susan A. Stone | 2025 | $— |

  15. Description of Incentive Compensation Plans

    | Compensation Peer Group | | | | The Allstate Corporation | American Financial Group, Inc. | Chubb Limited | | Cincinnati Financial Corporation | The Hartford Financial Services Group, Inc. | Markel Corporation | | The Progressive Corporation | The Travelers Companies, Inc. | W.R. Berkley Corporation |

  16. Description of Incentive Compensation Plans

    These companies, as well as other companies within the insurance, financial services and certain other industries, represent the organizations against which CNA competes for key executives. This comparative compensation information, in conjunction with performance assessments as to past and expected future contributions of the individual, is used to develop annual compensation levels. In addition, the Company regularly reviews executive compensation plan design, (e.g., annual and long-term incentives), to assess whether our executive compensation program is in line with companies of similar size, industry and ownership structure. It is the Company’s goal to set total compensation opportunities for the NEOs at levels generally comparable with those available to similarly placed executives at the Company’s competitor group. The Company targets base salary, total cash compensation (base plus short-term incentive), and total direct compensation (base salary plus short-term incentive plus long-term incentive) positioning within a competitive range of the market median of our peer group. The Company uses information from the surveys and peer companies cited above to ensure that its recommendations to the Compensation Committee concerning overall compensation for each NEO are comparable to the full compensation packages given to executives in the same or similar positions in such peer companies and in companies from related industries. Thus, in any particular case, one or more components of a given NEO’s entire compensation structure might not be directly aligned with the same component in compensation packages offered at peer companies, but overall compensation for that NEO would nevertheless be within the parameters reflected in peer and survey data as full compensation for the same or similar positions. This process promotes the Company’s goal of offering its NEOs compensation structures that, taken as a whole, make it possible to retain the most talented and productive executive officers. Compensation Consultant The Compensation Committee has the authority under its charter to engage outside consultants to assist in the performance of its duties and responsibilities. The Company will provide appropriate funding, as determined by the Compensation Committee, for payment of reasonable compensation to any compensation consultant or other advisor retained by the Compensation Committee. Pursuant to this authority, the Compensation Committee could consider utilizing the services of a compensation consultant to assist in determining whether the elements of our executive compensation program are reasonable and consistent with our objectives, as needed. The Compensation Committee did not engage any outside consultants to perform such services in 2025. Clawback Policy and Other Compensation Policies, including with respect to hedging activities The Company has a clawback policy which mandates the recoupment of certain executive compensation in the event of either an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws or from an error that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. All our executive officers are subject to the Company’s clawback policy, which has been filed as an exhibit to our Annual Report on Form 10-K. The Company prohibits tax gross-ups in connection with perquisites or other personal benefits to our NEOs including the personal use of corporate aircraft, physical examinations, and financial planning services. The Company has adopted restrictions as to hedging and pledging transactions by our directors and executive officers, as we believe it is in the best interest of the Company’s stockholders, and promotes sound corporate governance, that directors’ and executive officers’ interests are aligned with the Company’s stockholders’ interests. As transactions that are designed to hedge or offset declines in the market value of the Company’s Common Stock can disrupt this alignment, it is the Company’s policy that the Company’s directors and executive officers should not enter into hedging transactions. 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 any other transaction, in each case for the express purpose of offsetting a potential decline in the market value of the Company’s Common Stock. For the avoidance of doubt, financial

  17. COMPENSATION COMMITTEE

    | Name and Principal Position | Year | Salary (a) | Bonus (b) | Stock Awards (c) | Non-Equity Incentive Plan Compensation (d) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (e) | All Other Compensation (f) | Total | | Douglas M. Worman Chief Executive Officer CNA Financial Corporation | 2025 | $1,100,000 | — | $4,999,970 | $5,500,000 | — | $1,019,179 | $12,619,149 | | | 2024 | $976,250 | — | $2,849,979 | $4,000,000 | — | $759,329 | $8,585,558 | | | 2023 | $937,500 | — | $2,474,985 | $3,800,000 | — | $731,614 | $7,944,099 | | Scott R. Lindquist EVP & Chief Financial Officer CNA Financial Corporation | 2025 | $802,500 | — | $1,754,985 | $1,940,000 | — | $554,302 | $5,051,787 | | | 2024 | $772,500 | — | $1,687,479 | $1,870,000 | — | $211,377 | $4,541,356 | | | 2023 | $737,500 | — | $1,399,994 | $1,870,000 | — | $189,070 | $4,196,564 | | Dino E. Robusto Executive Chairman CNA Financial Corporation | 2025 | $6,000,000 | $2,000,000 | — | — | — | $2,111,945 | $10,111,945 | | | 2024 | $1,250,000 | — | $5,499,995 | $7,500,000 | — | $1,826,498 | $16,076,493 | | | 2023 | $1,250,000 | — | $5,499,991 | $7,500,000 | — | $1,834,221 | $16,084,212 | | Daniel P. Franzetti EVP & Chief Administrative Officer CNA Financial Corporation | 2025 | $795,000 | — | $1,559,960 | $1,910,000 | — | $439,027 | $4,703,987 | | | 2024 | $772,500 | — | $1,499,987 | $1,810,000 | — | $412,451 | $4,494,938 | | | 2023 | $725,000 | — | $1,349,965 | $1,870,000 | — | $356,775 | $4,301,740 | | Jane E. Possell EVP & Chief Information, Analytics, and Operations Officer CNA Insurance Companies | 2025 | $662,500 | — | $937,452 | $1,300,000 | — | $233,506 | $3,133,458 | | Susan A. Stone EVP & General Counsel CNA Financial Corporation | 2025 | $408,333 | — | $1,049,991 | — | — | $2,968,269 | $4,426,593 | | | 2024 | $700,000 | — | $1,049,960 | $1,100,000 | — | $256,200 | $3,106,160 | | | 2023 | $695,000 | — | $1,019,989 | $1,300,000 | — | $191,273 | $3,206,262 |

  18. COMPENSATION COMMITTEE

    | Year (a) | Summary Compensation Table Total for PEO (b) | Compensation Actually Paid to PEO (c) | Average Summary Compensation Table Total for Non-PEO NEOs (d) | Average Compensation Actually Paid to Non-PEO NEOs (e) | Value of Initial Fixed $100 Investment Based On: | | Net Income (h) | CI (i) | | | | | | | Total Shareholder Return (f) | Peer Group Total Shareholder Return (g) | | | | 2025 | $12,619,149 | $12,605,081 | $5,485,554 | $5,311,408 | $175 | $239 | $1,278,000,000 | $1,303,000,000 | | 2024 | $16,076,493 | $18,814,571 | $5,182,003 | $5,940,707 | $164 | $215 | $959,000,000 | $1,324,000,000 | | 2023 | $16,084,212 | $17,516,540 | $4,912,166 | $5,374,060 | $132 | $156 | $1,205,000,000 | $1,312,000,000 | | 2022 | $15,068,389 | $14,945,719 | $4,081,690 | $3,537,640 | $124 | $146 | $682,000,000 | $1,201,000,000 | | 2021 | $14,246,207 | $16,180,923 | $3,571,966 | $3,965,857 | $119 | $123 | $1,184,000,000 | $1,083,000,000 |

  19. Description of Certain Relationships of Information Presented in the Pay Versus Performance Table

    Description of Certain Relationships of Information Presented in the Pay Versus Performance Table As discussed, the Company uses CI to align executive compensation with Company performance, as described under “Performance Measures” in this proxy statement (pages 21-23). While the Company generally seeks to incentivize performance by executives by measuring against a key performance indicator of the Company’s performance in CI calculation and application, it does not specifically align this performance measure with “compensation actually paid” or “CAP” (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. Total Shareholder Return: (1) “Compensation Actually Paid” versus Company Total Shareholder Return (“TSR”); and (2) Company TSR versus Peer Group TSR (Peer Group companies are identified on page 25 of this proxy statement). Our PEO and other NEOs’ “compensation actually paid” amounts are generally aligned with the trend in Company TSR performance, as shown in the chart below. This is primarily because “compensation actually paid” is substantively influenced by year-over-year changes in stock prices due to the fact that a significant portion of the PEO’s and each NEO’s compensation is equity-based.

  20. Description of Certain Relationships of Information Presented in the Pay Versus Performance Table

    | CNA Financial Corporation | 37 | 2026 Proxy Statement |

  21. Description of Certain Relationships of Information Presented in the Pay Versus Performance Table

    As reflected in the Pay Versus Performance table on page 36, the Company’s five-year cumulative TSR is generally lower than that of the companies included in our peer group. We believe such gap may be reflective of the Company’s long-term care portfolio of run-off business which is non-core and long tail and distinguishes the Company from identified peers, which do not have such business. The Peer Group TSR disclosure in the Pay Versus Performance table is also required to be market capitalization weighted. The larger market cap companies, compared to the rest of the peer group, have a substantial impact on the market cap-adjusted Peer Group TSR results shown in the table. “Compensation Actually Paid” versus Net Income and CI In 2021, our net income was positively impacted by strong investment gains across our investment portfolio, as well as increased rate growth, which drove increased underwriting gains. In 2022, strong performance in both P&C combined ratio and P&C underwriting premium offset decreased investment performance. In 2023, the Company had record Net Income, which included record high underwriting income and higher investment income. In 2024, Net Income for the Company was negatively impacted by the after-tax settlement charge for the annuity purchase in our legacy pension plan. In 2025, the Company reported a new record Net Income, which included record high underwriting income. In each year, the CI, calculated as described herein, provided for a performance measure focused on core P&C operating results by the Company, with “compensation actually paid” generally aligning to the trend in CI in each such year, as reflected in the chart below.

  22. Description of Certain Relationships of Information Presented in the Pay Versus Performance Table

    | CNA Financial Corporation | 38 | 2026 Proxy Statement |

  23. Description of Certain Relationships of Information Presented in the Pay Versus Performance Table

    Proposal 3. Approval of an amendment to the Amended and Restated CNA Financial Corporation Compensation Incentive Compensation Plan to increase by 5,000,000 shares the authorized number of shares of common stock that may be issued with respect to awards under the Incentive Compensation Plan To ensure that we have the continued ability to grant equity awards, which are an integral part of our compensation programs, the Board, upon recommendation by the Compensation Committee, adopted, subject to stockholder approval, an amendment to the Amended and Restated CNA Financial Corporation Incentive Compensation Plan to increase by 5,000,000 shares the authorized number of shares of Common Stock that may be issued with respect to awards under the Incentive Compensation Plan. As of March 6, 2026, there were 2,057,432 shares available for future grant under the Incentive Compensation Plan. You are being asked to approve the Amendment to increase the number of shares of common stock that can be issued under the Amended and Restated Incentive Compensation Plan by 5,000,000 (representing less than 2% of our issued and outstanding shares) bringing the total number of shares available for future grants under the Incentive Compensation Plan to 7,057,432. The last increase in the number of shares available for issuance under the Incentive Compensation Plan was in 2020. Assuming a quorum is present, the affirmative vote of a majority of the Common Stock present at the meeting in person or by proxy and entitled to vote will be required to approve the Amendment. Shares which are voted to abstain and broker non-votes will be considered present at the meeting, but since they are not affirmative votes for the matter, they will have the same effect as votes against the matter. Long-term equity awards are a key element of our compensation programs and accomplish the following objectives: • Align key employees’ interests with the interests of stockholders. Attract, motivate and retain key employees who will contribute to our long-term financial success.

  24. Description of Certain Relationships of Information Presented in the Pay Versus Performance Table

    | CNA Financial Corporation | 39 | 2026 Proxy Statement |

  25. Description of Certain Relationships of Information Presented in the Pay Versus Performance Table

    Provide incentive compensation opportunities in a highly competitive industry to encourage top talent to remain dedicated to our long-term objectives. If stockholders do not approve the Amendment, the Compensation Committee and the Board will reconsider the options available to it in determining how to compensate the Company’s employees.