DEF 14A of Loews Corp
Filed Apr 3, 2024 · FY20230001140361-24-017458
DIRECTOR NOMINEES
DIRECTOR NOMINEES
DIRECTOR NOMINEES
| | | | Board Committee Membership | | | | | Name & Title | Age | Director Since | Audit | Compensation | Nominating & Governance | Executive | | Ann E. Berman Retired Senior Advisor to the President, Harvard University | 71 | 2006 | ■ | | | | | Charles D. Davidson Partner, Quantum Capital Group | 74 | 2015 | | | ■ | | | Charles M. Diker Chairman, Diker Management, LLC | 89 | 2003 | ■ | ■ | | | | Paul J. Fribourg Chairman, President and CEO, Continental Grain Company Lead Independent Director | 70 | 1997 | ■ | ■ | ■ | | | Walter L. Harris Former President and CEO, FOJP Service Corp. and Hospital Insurance Co. | 72 | 2004 | ■ | ■ | | | | Jonathan C. Locker President, Tiger Management | 48 | 2023 | ■ | | | | | Susan P. Peters Retired Chief Human Resources Officer, General Electric Company | 70 | 2018 | | ■ | | | | Andrew H. Tisch Co-Chairman of the Board and Chairman of the Executive Committee, Retired Member of the Office of the President, Loews Corporation | 74 | 1985 | | | | ■ | | James S. Tisch Office of the President, President and Chief Executive Officer, Loews Corporation | 71 | 1986 | | | | ■ | | Jonathan M. Tisch Office of the President, Co-Chairman of the Board, Loews Corporation; Executive Chairman, Loews Hotels & Co | 70 | 1986 | | | | ■ | | Anthony Welters Founder, Chairman and CEO, CINQ Care Inc. | 69 | 2013 | | | ■ | |
DIRECTOR NOMINEES
Further information regarding our director nominees is included under the heading “Director Nominees” beginning on page 7.
DIRECTOR NOMINEES
| Loews Corporation 2024 Proxy Statement | 3 |
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 all of our directors and nominees (other than James, Andrew and Jonathan Tisch) are independent under our independence standards and the New York Stock Exchange listing standards. | | | ▪ Members of our Office of the President are our only management directors. | | | ▪ Independent 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 Co-Chairmen 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 their annual cash retainer. | | | ▪ Our executive officers and directors as a group 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 an anti-hedging and pledging policy 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
| 4 | Loews Corporation 2024 Proxy Statement |
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Election of Directors Joseph L. Bower has informed us that he will retire from the Board as of our 2024 Annual Meeting. The Board would like to thank him for his years of distinguished service to Loews and the Board. The Board has determined to fix the number of directors constituting the full Board at eleven, as of the 2024 Annual Meeting. Accordingly, at the Annual Meeting, shareholders will vote to elect a Board of eleven 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:
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| ▪ | 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 |
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| ▪ | our Board will adopt a resolution reducing the number of directors constituting our full Board. |
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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.
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| 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. | 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 2025 Annual Meeting” on page 52. Our Nominating and Governance Committee will retain full discretion in considering its nomination recommendations to our Board. | |
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| Loews Corporation 2024 Proxy Statement | 5 |
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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, Joseph L. Bower, Charles D. Davidson, Charles M. Diker, Paul J. Fribourg, Walter L. Harris, Jonathan C. Locker, Susan P. Peters and Anthony Welters. 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:
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| ▪ | during the past three years the director has been an employee, or an immediate family member has been an executive officer, of Loews; |
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| ▪ | 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; |
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| ▪ | 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; |
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| ▪ | 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 |
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| ▪ | 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. |
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In considering Mr. Davidson’s independence, the Board noted that a subsidiary of our insurance subsidiary, CNA Financial Corporation (“CNA”), has invested in a private investment fund managed by Quantum Capital Group (“Quantum”), where Mr. Davidson is a partner. The CNA subsidiary pays certain fees to Quantum in respect of the investment, including performance fees. While no performance fees have been paid as of the date of this Proxy Statement, Mr. Davidson is expected to be allocated a portion of any future performance fees. Based on the projected returns from the investment and Mr. Davidson’s nominal expected allocated percentage of any performance fees, the Board determined that this was not a material relationship.
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| 6 | Loews Corporation 2024 Proxy Statement |
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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.
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| Ann E. Berman | | | AGE: 71 DIRECTOR SINCE: 2006 | Retired advisor to the President of Harvard University. Ms. Berman is also the Chair of the Board of Immuneering Corporation. Ms. Berman was a director of Renalytix plc from 2021 until 2022, Cantel Medical Corp. from 2011 until 2021 and Eaton Vance Corporation from 2006 until 2021. | | | EXPERIENCE: Ms. Berman’s experience, including having served as Vice President of Finance and Chief Financial Officer of Harvard University, has provided her with a deep knowledge of the complex financial issues faced by large institutions such as Loews. In addition, her past service on the board of the Harvard Management Company, which oversees the management of Harvard’s endowment, gives her extensive experience in dealing with large and diverse investment portfolios such as those maintained by Loews and its subsidiaries. This knowledge and experience are valuable to our Board and qualify her as an audit committee financial expert. |
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| Charles D. Davidson | | | AGE: 74 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. Mr. Davidson was also a director, from 2016, and Chairman of the Board, from 2018, of Jagged Peak Energy, Inc. until 2020. | | | 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”). |
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| Loews Corporation 2024 Proxy Statement | 7 |
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| Charles M. Diker | | | AGE: 89 DIRECTOR SINCE: 2003 | Chairman of Diker Management LLC, a registered investment adviser. Mr. Diker was a director, from 1985, and Chairman of the Board, from 1986, of Cantel Medical Corp. until 2021. | | | EXPERIENCE: Mr. Diker has had wide-ranging experience in the investment advisory field, as well as in the management or on the boards of several operating businesses. This combination of experiences as an investment professional and a key executive at operating companies is a valuable attribute Mr. Diker brings to our Board, particularly in light of Loews’s varied investment and business interests. |
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| Paul J. Fribourg | | | AGE: 70 DIRECTOR SINCE: 1997 Lead Director | Chairman of the Board and Chief Executive Officer of Continental Grain Company, an international agribusiness and investment company. Mr. Fribourg is also a director of Estee Lauder Companies, 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. |
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| Walter L. Harris | | | AGE: 72 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. |
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| 8 | Loews Corporation 2024 Proxy Statement |
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| Jonathan C. Locker | | | AGE: 48 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. |
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| Susan P. Peters | | | AGE: 70 DIRECTOR SINCE: 2018 | Retired Senior Vice President of Human Resources of General Electric Company, a high-tech industrial company. Ms. Peters is also a director of Hydrofarm Holdings Group, Inc. | | | 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. |
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| Andrew H. Tisch | | | AGE: 74 DIRECTOR SINCE: 1985 | Co-Chairman of the Board and Chairman of the Executive Committee of the Board of Loews, and retired member of the Office of the President of Loews, a position he held from 1999 until 2021. Mr. Tisch is also a director of CNA. He was a director of the general partner of Boardwalk Pipelines from 2005 until 2021 and Diamond Offshore Drilling, Inc. (“Diamond Offshore”) from 2011 until 2020. | | | EXPERIENCE: Mr. Tisch’s long tenure as a member of Loews’s Office of the President and, before that, in a number of other executive positions, 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 both strategic direction and 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. |
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| Loews Corporation 2024 Proxy Statement | 9 |
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| James S. Tisch | | | AGE: 71 DIRECTOR SINCE: 1986 | President and Chief Executive Officer and a member of the Office of the President of Loews. Mr. Tisch is also a director of CNA. He was a director of General Electric Company from 2010 until 2022 and Diamond Offshore from 1989 until 2021. | | | EXPERIENCE: Mr. Tisch has served as a member of Loews’s Office of the President since 1999 and, prior to that time, had served the company in a number of other executive positions, giving him extensive knowledge of Loews, its operations and the businesses in which it is engaged, and enabling 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. |
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| Jonathan M. Tisch | | | AGE: 70 DIRECTOR SINCE: 1986 | Member of the Office of the President and Co-Chairman of the Board of Loews, and Executive Chairman of our subsidiary, Loews Hotels. Mr. Tisch was also the Chief Executive Officer of Loews Hotels from 2016 until 2022. | | | EXPERIENCE: Mr. Tisch has served as a member of Loews’s Office of the President since 1999 and, prior to that time, had served the company in a number of other executive positions. This experience has provided him with broad knowledge of and insight into Loews and its operations and businesses and has enabled him to be instrumental in providing our company with strategic direction and operational oversight. 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. |
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| 10 | Loews Corporation 2024 Proxy Statement |
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| Anthony Welters | | | AGE: 69 DIRECTOR SINCE: 2013 | Founder, Chairman and Chief Executive Officer of CINQ Care Inc., a physician-led, community-based ambulatory care delivery system that delivers whole person care in the home, whenever possible, to black and brown communities. Mr. Welters is also Executive Chairman of BlackIvy Group, LLC, which builds and grows commercial enterprises in Sub-Saharan Africa, and Co-Founder and Chairman of Somatus, Inc., a leading provider of value-based kidney solutions to payors, health systems and other organizations seeking alternatives to traditional fee for service dialysis. From 2002 until his retirement in 2016, Mr. Welters served in various senior executive positions at UnitedHealth Group Incorporated. Mr. Welters is also a director of the Carlyle Group and Gilead Sciences, Inc. | | | EXPERIENCE: Mr. Welters’ experience as a senior executive at a large, complex health insurance company, as well as his service as a director of several public companies and his work with numerous educational and philanthropic organizations, give him a range of knowledge and skills that are extremely valuable to our Board. |
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BOARD DIVERSITY. A number of institutional investors have requested the following disclosure: Of our eight independent director nominees, two are female and one is black. FAMILY RELATIONSHIPS. James S. Tisch is the father of Benjamin J. Tisch, Senior Vice President, Corporate Development and Strategy of Loews, the brother of Andrew H. Tisch, the cousin of Jonathan M. Tisch and the uncle of Alexander H. Tisch, Vice President of Loews, and President and Chief Executive Officer of Loews Hotels. Andrew H. Tisch is the father of Alexander H. Tisch, the cousin of Jonathan M. Tisch and the uncle of Benjamin J. Tisch.
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| | Our Board recommends a vote FOR each of the nominees listed above to be elected as a director of our Company. |
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| Loews Corporation 2024 Proxy Statement | 11 |
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Corporate Governance Effective corporate governance reinforces our goal of building long-term value for shareholders. Our governance principles are detailed in our Corporate Governance Guidelines, which are reviewed annually and updated as needed, including in response to evolving best practices and regulatory requirements. We also have a Code of Business Conduct and Ethics which applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer. For more information on our governance practices and policies, please see “Corporate Governance Highlights” on page 4 in the Proxy Statement Summary section.
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| Governance Documents | | | The following governance documents are available on our website in the “Investors/Media” section under “Governance” at www.loews.com and are available in print to any shareholder who requests a copy by writing to our Corporate Secretary: | | | ▪ Corporate Governance Guidelines | ▪ Compensation Committee Charter | | ▪ Code of Business Conduct and Ethics | ▪ Nominating and Governance Committee Charter | | ▪ Audit Committee Charter | |
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Board Leadership Structure Our Board’s current leadership structure consists of two Co-Chairmen of the Board, Andrew H. Tisch and Jonathan M. Tisch, and a lead director, presently Paul J. Fribourg, who is also Chairman of our Board’s Nominating and Governance Committee. Loews’s Chief Executive Officer, James S. Tisch, does not currently serve in a formal leadership capacity on our Board. Our Board believes that this structure provides input, guidance and leadership for the Board from both senior management and non-management directors, which assists the Board in effectively fulfilling its oversight role. Our Board also believes that the current exclusion of Loews’s Chief Executive Officer from its leadership structure helps to achieve an appropriate balance between the differing perspectives of management and non-management directors during the course of its proceedings. The lead director plays an important role in our Board’s leadership structure. Independent directors meet in executive session after each regular quarterly meeting of our Board. The lead director chairs these meetings of independent directors. Our lead director also currently serves as Chairman of the Nominating and Governance Committee, the principal Board committee charged with responsibility for the Board’s leadership structure. In this dual role, the lead director facilitates the ability of independent directors to fulfill their responsibilities and provides a structure for communicating any concerns that independent directors may have directly to Loews’s senior management.
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| 12 | Loews Corporation 2024 Proxy Statement |
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Board Committees Our Board has a standing Audit Committee, Compensation Committee, Nominating and Governance Committee and Executive Committee. The following table shows the current members and chairs of each of our Audit, Compensation and Nominating and Governance Committees and their primary responsibilities.
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| AUDIT | | | CHAIR: Walter L. Harris OTHER MEMBERS: Ann E. Berman Joseph L. Bower Charles M. Diker Paul J. Fribourg Jonathan C. Locker 2023 MEETINGS HELD: 7 Each of the members is an independent director and satisfies the additional independence and other requirements for Audit Committee members provided for in the listing standards of the New York Stock Exchange and the rules of the Securities and Exchange Commission. Additionally, Ms. Berman and Messrs. Harris and Locker have been designated as “audit committee financial experts” under the rules of the Securities and Exchange Commission. | PRIMARY ROLE The Audit Committee assists our Board in fulfilling its responsibility to oversee: ▪ the integrity of our financial statements; ▪ our compliance with legal and regulatory requirements; ▪ the qualifications and independence of our independent auditors; ▪ the performance of our internal audit function and independent auditors; ▪ our systems of disclosure controls and procedures and internal controls over financial reporting; ▪ cybersecurity risk management; and ▪ compliance with ethical standards adopted by Loews. Our Audit Committee has sole authority to appoint, retain, compensate, evaluate and terminate our independent auditors and to approve all engagement fees and terms for our independent auditors. |
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| COMPENSATION | | | CHAIR: Joseph L. Bower OTHER MEMBERS: Charles M. Diker Paul J. Fribourg Walter L. Harris Susan P. Peters 2023 MEETINGS HELD: 3 Each of the members is an independent director and satisfies the additional independence requirements for Compensation Committee members provided for in the listing standards of the New York Stock Exchange and the rules of the Securities and Exchange Commission. | PRIMARY ROLE The Compensation Committee assists our Board in discharging its responsibilities relating to compensation and succession planning for our executive officers. These responsibilities include: ▪ reviewing our general compensation philosophy for executive officers; ▪ overseeing the development and implementation of executive compensation programs; and ▪ reviewing compensation levels, including incentive and equity-based compensation, for executive officers, directors and Board committee members. Our Compensation Committee determines and approves compensation for our executive officers and administers our incentive and equity-based compensation plans. |
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| Loews Corporation 2024 Proxy Statement | 13 |
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| NOMINATING AND GOVERNANCE COMMITTEE | | | CHAIR: Paul J. Fribourg OTHER MEMBERS: Joseph L. Bower Charles D. Davidson Anthony Welters 2023 MEETINGS HELD: 3 Each of the members is an independent director. | PRIMARY ROLE The Nominating and Governance Committee identifies individuals qualified to become members of our Board and recommends to our Board a slate of director nominees for election at our annual meetings of shareholders. It also recommends directors for membership on our Board committees and determinations regarding director independence. The Nominating and Governance Committee also develops and recommends to our Board a set of corporate governance principles, which are detailed in our Corporate Governance Guidelines. |
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Executive Sessions of Independent Directors Our independent directors meet in regular executive sessions without management participation. Paul J. Fribourg, who serves as our lead director, presides at these meetings. Director Attendance at Meetings During 2023, there were eight meetings of our Board, seven meetings of our Audit Committee, three meetings of our Compensation Committee and three meetings of our Nominating and Governance Committee. During 2023, each of our directors attended at least 75% of the total number of meetings of our Board and committees of our Board on which that director served. Our Board encourages all directors to attend our annual meetings of shareholders. All of our directors attended our 2023 annual meeting of shareholders.
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Board Oversight of Risk Management Our Board recognizes the importance of understanding, evaluating and managing enterprise risk to the financial health of Loews and its business enterprises.
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| BOARD | | Our Board is responsible for overseeing management in its efforts to systematically identify, assess and manage the principal risks facing us and our subsidiaries, and to implement policies and practices that promote a culture that actively balances risk and reward. Our Board exercises this responsibility, and evaluates our risk management practices, through its Board and Committee meetings, during which it hears reports on, and actively discusses, a variety of risk management matters. In addition, our Board regularly formally reviews our enterprise risk management framework. |
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| MANAGEMENT | | | Our management team is responsible for identifying, assessing and managing our various exposures to risk on a day-to-day basis, including the creation of appropriate risk management policies and practices to help determine how best to identify, manage and mitigate risks. Management is supported in these efforts by the groups described below. Management regularly reports to our Board and its Committees on a variety of risk management matters. | | | Risk Council Chair: Chief Financial Officer Other Members: Representatives of Various Functional Areas | The Risk Council assists Loews’s management in developing and implementing our enterprise risk management framework, including reviewing the strategies, policies and practices established by our and our subsidiaries’ management teams to identify, assess and manage the material risks facing us and our subsidiaries. | | ESG Working Group Chair: Chief Financial Officer Other Members: Representatives of Various Functional Areas | The ESG Working Group helps Loews’s management develop risk management and external reporting strategies with respect to environmental, social and governance matters. | | Cyber Risk Committee Chair: IT Leadership Other Members: Representatives of Various Functional Areas | The Cyber Risk Committee helps Loews’s management evaluate and manage cybersecurity related risks across the Loews enterprise. | | Business Continuity Working Group Co-Chairs: IT and Legal Leadership Other Members: Representatives of Various Functional Areas | The Business Continuity Working Group helps Loews’s management plan and prepare to be able to operate our critical business functions during emergency events. |
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Share Ownership Guidelines for Directors Our Board has adopted minimum share ownership guidelines for directors who are not employees or officers of Loews. Under these guidelines, each non-management director is required to own shares having a value (determined as of the time the shares are acquired) of at least three times the annual cash retainer payable to directors (which is currently $125,000 per year). Newly elected directors have until the date of the third annual meeting after they were first elected to accumulate the requisite shares. Shares owned by immediate family members or in certain trusts and unissued shares underlying restricted stock units are counted toward satisfying the requirement. Our Nominating and Governance Committee, or the committee chair acting by delegated authority, has the authority to grant exceptions to the guidelines for hardship reasons. Director Compensation Our non-management directors receive a cash retainer of $31,250 per quarter and an annual restricted stock unit (“RSU”) award with a value of $100,000 at the date of grant (the date of our annual shareholder meeting) under the Loews Corporation 2016 Incentive Compensation Plan (our “Incentive Compensation Plan”). Members of our Audit Committee receive a cash retainer of $6,250 per quarter, and the committee chair receives an additional $10,000 per quarter. Members of our Compensation Committee and Nominating and Governance Committee receive a cash retainer of $2,500 per quarter, and the committee chairs receive an additional $5,000 per quarter. Our lead director receives an additional quarterly retainer of $5,000. Our non-management Co-Chairman of the Board receives an additional quarterly retainer of $25,000. Our directors are reimbursed for reasonable expenses incurred in connection with attending board and committee meetings. Our non-management directors may elect to defer some or all of their cash and equity compensation. The following table shows information regarding the compensation of our non-management directors during the year ended December 31, 2023.
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| Name | Fees Earned or Paid in Cash | Stock Awards(1) | Option/SAR Awards(2) | All Other Compensation | Total | | Ann E. Berman | $137,500 | $100,000 | $0 | $0 | $237,500 | | Joseph L. Bower | 177,500 | 100,000 | 0 | 0 | 277,500 | | Charles D. Davidson | 118,956 | 100,000 | 0 | 0 | 218,956 | | Charles M. Diker | 147,500 | 100,000 | 0 | 0 | 247,500 | | Paul J. Fribourg | 197,500 | 100,000 | 0 | 0 | 297,500 | | Walter L. Harris | 187,500 | 100,000 | 0 | 0 | 287,500 | | Philip A. Laskawy(3) | 44,643 | 0 | 0 | 0 | 44,643 | | Jonathan C. Locker(4) | 42,391 | 64,110 | 0 | 0 | 106,501 | | Susan P. Peters | 122,500 | 100,000 | 0 | 0 | 222,500 | | Andrew H. Tisch | 212,500 | 100,000 | 0 | 118,417(5) | 430,917 | | Anthony Welters | 122,500 | 100,000 | 0 | 0 | 222,500 |
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| (1) These amounts represent the grant date fair value of RSUs, calculated in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. At December 31, 2023, the aggregate number of RSUs outstanding was 998 for Jonathan C. Locker and 1,706 for each other non-management director. |
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| (2) Prior to 2016, our non-management directors and executive officers were granted stock appreciation rights (“SARs”) under the Loews Corporation Stock Option Plan (our “Stock Option Plan”). At December 31, 2023, the aggregate number of SAR awards outstanding for each non-management director was: Ann E. Berman, 18,000; Joseph L. Bower, 18,000; Charles D. Davidson, 0; Charles M. Diker, 18,000; Paul J. Fribourg, 18,000; Walter L. Harris, 18,000; Philip A. Laskawy, 18,000; Jonathan C. Locker, 0; Susan P. Peters, 0; Andrew H. Tisch, 60,000; and Anthony Welters, 18,000. |
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| (3) Philip A. Laskawy retired from the Board as of our 2023 annual meeting of shareholders. Amounts reflect compensation for service prior to the meeting. |
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| (4) Jonathan C. Locker was elected as a director in September 2023. Amounts reflect compensation for service after his election. |
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| (5) Represents director fees earned for service on CNA’s Board of Directors. |
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| 16 | Loews Corporation 2024 Proxy Statement |
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Transactions with Related Persons Our Audit Committee Charter requires our Audit Committee to review and approve all related party transactions required to be disclosed under Securities and Exchange Commission rules. It has been our Audit Committee’s practice, however, to review and approve or ratify any transaction, regardless of the size or amount, involving us or any of our subsidiaries in which any of our directors, director nominees, executive officers, principal shareholders or any of their immediate family members has had or will have a direct or indirect material interest, without the participation of any member who may be involved in the transaction. All such related party transactions are submitted to our General Counsel for review and reported to our Audit Committee for its consideration. In each case, the Audit Committee considers, in light of all of the facts and circumstances it deems relevant, whether the transaction is fair and reasonable to us. Our Audit Committee reviewed and approved or ratified each of the following 2023 related party transactions: Jonathan M. Tisch owns a personal aircraft. From time to time he uses this aircraft for business purposes in connection with his role as Executive Chairman of Loews Hotels and seeks reimbursement from Loews Hotels for the costs associated with the business travel. The amount of such reimbursement is determined based on the lesser of (i) his actual costs associated with the flight and (ii) the cost of using Loews Hotels’ fractional aircraft interest for the flight that would have been applicable had he used Loews Hotels’ fractional aircraft interest. Any reimbursement is adjusted for any portion of the trip that is allocable to non-business travel. The reimbursable amount for such business use of his personal aircraft from January 1, 2023 until March 19, 2024 was an aggregate of approximately $180,000. Alexander Tisch, son of Andrew H. Tisch, was employed as a Vice President of Loews and as President and Chief Executive Officer of Loews Hotels during 2023. Alexander Tisch earned cash compensation (including cash incentive compensation) of $2,778,462 in 2023 and participated in benefit programs available to salaried employees generally. In February 2023, he was granted 11,561 RSUs under our Incentive Compensation Plan. Benjamin Tisch, son of James S. Tisch, was employed as Senior Vice President, Corporate Development and Strategy of Loews during 2023. Benjamin Tisch earned cash compensation (including cash incentive compensation) of $2,528,462 for 2023 and participated in benefit programs available to salaried employees generally. In February 2023, he was granted 11,561 RSUs under our Incentive Compensation Plan. Following his retirement as a member of the Office of the President, Andrew Tisch reimburses the Company for 100% of the costs associated with a company-provided car and driver and 60% of the costs associated with an executive assistant (reflective of the amount of the executive assistant’s time that is dedicated to assisting him on matters not related to Loews business). The reimbursement amounts for these items during 2023 was $225,814 for the car and driver and $214,817 for the executive assistant.
Election of Directors
| Loews Corporation 2024 Proxy Statement | 17 |
Election of Directors
Principal Shareholders The following table shows certain information about all persons who, to our knowledge, were the beneficial owners of 5% or more of our common stock as of March 19, 2024 (unless otherwise indicated). All shares reported were owned beneficially by the persons indicated unless otherwise indicated below.
Election of Directors
| Name and Address | Amount Beneficially Owned | Percent of Class | | The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | 20,649,420(1) | 9.3% | | James S. Tisch c/o Barry L. Bloom 712 Fifth Avenue, 12th Floor New York, NY 10019 | 16,242,239(2) | 7.3% | | BlackRock, Inc. 50 Hudson Yards New York, NY 10001 | 15,364,269(3) | 6.9% | | Andrew H. Tisch c/o Barry L. Bloom 712 Fifth Avenue, 12th Floor New York, NY 10019 | 14,919,512(4) | 6.7% | | JPMorgan Chase & Co. 383 Madison Avenue New York, NY 10179 | 13,195,141(5) | 5.9% |
Election of Directors
| (1) This information is based on a Schedule 13G report filed on February 13, 2024 by The Vanguard Group (Vanguard). Vanguard reported shared voting power with respect to 237,728 shares, sole dispositive power with respect to 19,869,555 shares and shared dispositive power with respect to 779,865 shares. Vanguard provides investment management services through mutual funds to our Employee Savings Plan and our non-qualified deferred compensation plans. Fees for these services are incorporated into the fund NAV and fully disclosed as a fund expense included in the fund’s expense ratio. As a result, these fees are paid by participants and not by us. Fees fluctuate based on participants’ allocation decisions. Fees paid to Vanguard for these investment management services are reviewed by the benefits committee administering our retirement plans. |
Election of Directors
| (2) The amount beneficially owned includes: 9,546,806 shares held by trusts of which he is trustee; 3,005,037 shares held by his wife or trusts of which his wife is trustee; 690,000 shares held by a charitable foundation of which he is a director; 29,841 shares issuable upon the exercise of SARs that are currently exercisable; and 82,277 shares underlying vested RSUs of which he deferred receipt that could be delivered to him within 60 days of March 19, 2024 if his service with the company terminated during that time. He has sole voting and investment power with respect to 12,547,202 shares and shared voting and investment power with respect to 3,695,037 shares. |
Election of Directors
| (3) This information is based on a Schedule 13G report filed on January 26, 2024 by BlackRock, Inc. (BlackRock). BlackRock reported sole voting power with respect to 13,919,212 shares and sole dispositive power with respect to 15,364,269 shares. |
Election of Directors
| (4) The amount beneficially owned includes: 12,310,259 shares held by trusts of which he is trustee; 955,000 shares held by a charitable foundation of which he is a director; 29,841 shares issuable upon the exercise of SARs that are currently exercisable; and 1,706 shares underlying unvested RSUs that will vest within 60 days of March 19, 2024. He has sole voting and investment power with respect to 13,964,512 shares and shared voting and investment power with respect to 955,000 shares. |
Election of Directors
| (5) This information is based on a Schedule 13G report filed on January 23, 2024 by JPMorgan Chase & Co. (JPMorgan). JPMorgan reported sole voting power with respect to 12,505,548 shares, shared voting power with respect to 167 shares, sole dispositive power with respect to 13,152,068 shares and shared dispositive power with respect to 5,819 shares. From time to time, we and our subsidiaries have had banking relationships with JPMorgan. |
Election of Directors
| 18 | Loews Corporation 2024 Proxy Statement |
Election of Directors
Director and Officer Holdings The following table shows certain information, as of March 19, 2024, regarding the shares of our common stock beneficially owned by each director and nominee, each executive officer named in the Summary Compensation Table and all of our executive officers and directors as a group, based on data furnished by them.
Election of Directors
| Name | Amount Beneficially Owned(1)(2) | Percent of Class | | Ann E. Berman | 24,473(3) | * | | Joseph L. Bower | 35,888(4) | * | | Charles D. Davidson | 26,905(5) | * | | Charles M. Diker | 27,444(6) | * | | Paul J. Fribourg | 24,473(7) | * | | Walter L. Harris | 30,444(8) | * | | Jonathan C. Locker | 16,868(9) | * | | Susan P. Peters | 12,228(10) | * | | Richard W. Scott | 51,964 | * | | Kenneth I. Siegel | 6,993 | * | | Andrew H. Tisch | 14,919,512(11) | 6.7% | | James S. Tisch | 16,242,239(12) | 7.3% | | Jonathan M. Tisch | 9,513,813(13) | 4.3% | | Jane J. Wang | 5,958 | * | | Anthony Welters | 19,533(14) | * | | All executive officers and directors as a group (18 persons including those listed above) | 41,568,759(15) | 18.7% |
Election of Directors
| * Represents less than 1% of the outstanding shares. |
Election of Directors
| (1) Except as otherwise indicated, the persons listed as beneficial owners of the shares have sole voting and investment power with respect to those shares. |
Election of Directors
| (2) The number of shares included for shares issuable upon the exercise of SARs granted under our Stock Option Plan is the number of shares each person would have received had such person exercised his or her SARs, based on the fair market value per share of $77.11 for our common stock, calculated under the terms of our Stock Option Plan, on March 19, 2024. |
Election of Directors
| (3) Includes: (i) 7,538 shares issuable upon the exercise of SARs that are currently exercisable; (ii) 11,937 shares underlying vested RSUs of which the director deferred receipt that could be delivered to the director within 60 days of March 19, 2024 if the director’s service as a director terminated during that time; and (iii) 1,706 shares underlying unvested RSUs that will vest within 60 days of March 19, 2024. |
Election of Directors
| (4) Includes: (i) 7,538 shares issuable upon the exercise of SARs that are currently exercisable; (ii) 11,120 shares underlying vested RSUs of which the director deferred receipt that could be delivered to the director within 60 days of March 19, 2024 if the director’s service as a director terminated during that time; and (iii) 1,706 shares underlying unvested RSUs that will vest within 60 days of March 19, 2024. |
Election of Directors
| (5) Includes 1,706 shares underlying unvested RSUs that will vest within 60 days of March 19, 2024. |
Election of Directors
| (6) Includes: (i) 7,538 shares issuable upon the exercise of SARs that are currently exercisable and (ii) 1,706 shares underlying unvested RSUs that will vest within 60 days of March 19, 2024. |
Election of Directors
| (7) Includes: (i) 7,538 shares issuable upon the exercise of SARs that are currently exercisable; (ii) 15,229 shares underlying vested RSUs of which the director deferred receipt that could be delivered to the director within 60 days of March 19, 2024 if the director’s service as a director terminated during that time; and (iii) 1,706 shares underlying unvested RSUs that will vest within 60 days of March 19, 2024. |
Election of Directors
| (8) Includes: (i) 7,538 shares issuable upon the exercise of SARs that are currently exercisable and (ii) 1,706 shares underlying unvested RSUs that will vest within 60 days of March 19, 2024. In addition, Mr. Harris owns beneficially 1,830 shares of CNA. |
Election of Directors
| (9) Includes 998 shares underlying unvested RSUs that will vest within 60 days of March 19, 2024. |
Election of Directors
| (10) Includes: (i) 8,563 shares underlying vested RSUs of which the director deferred receipt that could be delivered to the director within 60 days of March 19, 2024 if the director’s service as a director terminated during that time; and (ii) 1,706 shares underlying unvested RSUs that will vest within 60 days of March 19, 2024. |
Election of Directors
| (11) Includes: (i) 29,841 shares issuable upon the exercise of SARs that are currently exercisable; (ii) 1,706 shares underlying unvested RSUs that will vest within 60 days of March 19, 2024; (iii) 12,310,259 shares held by trusts of which Mr. Andrew Tisch is trustee; and (iv) 955,000 shares held by a charitable foundation as to which Mr. Andrew Tisch has shared voting and investment power. In addition, Mr. Andrew Tisch is the managing trustee and beneficiary of a trust that owns beneficially 106,100 shares of CNA. |
Election of Directors
| Loews Corporation 2024 Proxy Statement | 19 |
Election of Directors
| (12) Includes: (i) 29,841 shares issuable upon the exercise of SARs that are currently exercisable; (ii) 82,277 shares underlying vested RSUs of which Mr. James Tisch deferred receipt that could be delivered to him within 60 days of March 19, 2024 if his service with the company terminated during that time; (iii) 9,546,806 shares held by trusts of which Mr. James Tisch is trustee; (iv) 690,000 shares held by a charitable foundation as to which Mr. James Tisch has shared voting and investment power; and (v) 3,005,037 shares held by his wife or trusts of which his wife is trustee as to which Mr. James Tisch has shared voting and investment power. In addition, Mr. James Tisch is also the managing trustee and beneficiary of a trust that owns beneficially 106,100 shares of CNA. |
Election of Directors
| (13) Includes: (i) 29,841 shares issuable upon the exercise of SARs that are currently exercisable; (ii) 7,236,811 shares held by trusts of which Mr. Jonathan Tisch is trustee; (iii) 1,250,040 shares held by a charitable foundation as to which Mr. Jonathan Tisch is the sole trustee; (iv) 253,403 shares held by his wife as to which Mr. Jonathan Tisch has shared voting and investment power; and (v) 250,000 shares held by a charitable foundation as to which Mr. Jonathan Tisch has shared voting and investment power. |
Election of Directors
| (14) Includes: (i) 7,538 shares issuable upon the exercise of SARs that are currently exercisable; (ii) 2,150 shares underlying vested RSUs of which the director deferred receipt that could be delivered to the director within 60 days of March 19, 2024 if the director’s service as a director terminated during that time; and (iii) 1,706 shares underlying unvested RSUs that will vest within 60 days of March 19, 2024. |
Election of Directors
| (15) Includes: (i) 149,675 shares issuable upon the exercise of SARs that are currently exercisable; (ii) 131,276 shares underlying vested RSUs of which the directors and executives deferred receipt that could be delivered to them within 60 days of March 19, 2024 if their service as directors or executives terminated during that time; and (iii) 16,352 shares underlying unvested RSUs that will vest within 60 days of March 19, 2024. |
Election of Directors
| 20 | Loews Corporation 2024 Proxy Statement |
OUR COMPENSATION PHILOSOPHY
| ▪ | Motivating superior long-term financial performance and the creation of shareholder value over the long term; |
OUR COMPENSATION PHILOSOPHY
| ▪ | Aligning compensation with our long-term strategy and focus and the interests of our shareholders; |
OUR COMPENSATION PHILOSOPHY
| ▪ | Providing market-competitive compensation; |
OUR COMPENSATION PHILOSOPHY
We believe in recognizing the performance of our executive officers primarily through a combination of cash compensation, made up of a fixed base salary and incentive compensation, and stock-based compensation, which, in 2023, consisted of performance-based restricted stock units. Because cash incentive compensation and our restricted stock unit awards are tied to performance, a large majority of the compensation paid to our executive officers is performance-based and, other than their fixed base salaries, no compensation is guaranteed.
HOW WE STRUCTURE OUR EXECUTIVE COMPENSATION PROGRAM
| ▪ | the Compensation Committee’s ability to exercise negative discretion in determining cash incentive compensation; |
HOW WE STRUCTURE OUR EXECUTIVE COMPENSATION PROGRAM
| ▪ | setting what we believe to be reasonable, but achievable, performance targets for both cash incentive compensation and stock-based awards; and |
HOW WE STRUCTURE OUR EXECUTIVE COMPENSATION PROGRAM
| ▪ | generally not paying cash incentive compensation in excess of pre-established target levels set by the Compensation Committee. |
HOW WE STRUCTURE OUR EXECUTIVE COMPENSATION PROGRAM
The fixed base salary for our named executive officers has generally comprised substantially less than half of their total potential cash compensation, with the balance coming from our performance-based Incentive Compensation Plan. In setting potential awards under that plan, our Compensation Committee sets what it believes are reasonable, but achievable, target levels, but reserves broad discretion to reduce or eliminate incentive compensation. The Compensation Committee also establishes maximum award levels that will not be exceeded. In selecting and allocating the elements of our executive compensation program, we have considered, among other things, our historical compensation policies as they have evolved over the years and benchmarking information regarding executive compensation paid by comparably sized companies engaged in businesses similar to ours and our principal subsidiaries as well as others with which we compete for talent in the New York City marketplace. To assist in gathering this information and benchmarking our executive compensation practices against the practices at these companies, our human resources group engaged the compensation consultant, Semler Brossy.
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 15.1% | Cash Incentive Compensation 69.4% | Stock-Based Awards 15.5% | | | Incentive Compensation: 84.9% | |
OTHER NAMED EXECUTIVE OFFICERS
| Base Salary 16.6% – 24.3% | Cash Incentive Compensation 51.0% – 69.8% | Stock-Based Awards 13.6% – 24.7% | | | Incentive Compensation: 75.7% – 83.4% | |
SAY ON PAY VOTE
| ▪ | structure our cash incentive compensation awards to executive officers so that the Compensation Committee may exercise negative discretion over these awards; |
SAY ON PAY VOTE
| ▪ | do not have employment agreements with, or guarantee compensation to, any of our executive officers; |
SAY ON PAY VOTE
| ▪ | do not have agreements with any of our executive officers to pay severance upon a change in control; and |
SAY ON PAY VOTE
| ▪ | performance-based cash incentive compensation awards; |
CASH INCENTIVE COMPENSATION AWARDS
CASH INCENTIVE COMPENSATION AWARDS The largest portion of the compensation earned by our named executive officers in 2023 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. |
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 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
| 26 | Loews Corporation 2024 Proxy Statement |
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, it has been the practice of the Compensation Committee to retain negative discretion in the payment of awards, which allows the Committee to reduce or eliminate any award at its discretion. | | |
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
| 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. | | |
PROCESS OF ESTABLISHING ANNUAL INCENTIVE COMPENSATION AWARDS
| Loews Corporation 2024 Proxy Statement | 27 |
How We Determined the Performance Bonus Pool for 2023 Incentive Compensation
How We Determined the Performance Bonus Pool for 2023 Incentive Compensation For 2023, the Compensation Committee established at the beginning of 2023 a performance bonus pool of 4.5% of performance-based income, which it 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 2023 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:
How We Determined the Performance Bonus Pool for 2023 Incentive Compensation
| ▪ | 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; |
How We Determined the Performance Bonus Pool for 2023 Incentive Compensation
| ▪ | the individual’s duties, past and expected performance of those duties, experience and tenure and compensation history; and |
How We Determined the Performance Bonus Pool for 2023 Incentive Compensation
| ▪ | our goals of increasing shareholder value over the long term. |
How We Determined the Performance Bonus Pool for 2023 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 2023 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 awards below the target award as well as to pay awards up to the maximum amount, and determined not to establish other specific, quantitative criteria or numerical formulas of performance measures.
2023 NAMED EXECUTIVE OFFICER TARGET AND MAXIMUM AWARDS AND BONUS POOL ALLOCATION
2023 NAMED EXECUTIVE OFFICER TARGET AND MAXIMUM AWARDS AND BONUS POOL ALLOCATION The 2023 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 2023 as follows:
2023 NAMED EXECUTIVE OFFICER TARGET AND MAXIMUM AWARDS AND BONUS POOL ALLOCATION
| Name | Share of 4.5% Bonus Pool Allocated | Target Award | Maximum Award | | James S. Tisch | 21.3% | $4,475,000 | $5,500,000 | | Jane J. Wang | 7.9 | 1,650,000 | 2,500,000 | | Jonathan M. Tisch | 11.4 | 2,400,000 | 3,250,000 | | Richard W. Scott | 12.6 | 2,650,000 | 3,500,000 | | Kenneth I. Siegel | 19.5 | 4,100,000 | 5,000,000 |
2023 NAMED EXECUTIVE OFFICER TARGET AND MAXIMUM AWARDS AND BONUS POOL ALLOCATION
The Committee did not make any changes to the 2023 executive compensation program or metrics after they were established in the first quarter of 2023.
2023 NAMED EXECUTIVE OFFICER TARGET AND MAXIMUM AWARDS AND BONUS POOL ALLOCATION
| 28 | Loews Corporation 2024 Proxy Statement |
PERFORMANCE-BASED STOCK-BASED AWARDS
PERFORMANCE-BASED STOCK-BASED AWARDS The third principal element of our compensation program for named executive officers and other executive officers is stock-based awards, which in 2023 consisted of performance-based restricted stock units (“PRSUs”). The PRSUs, similar to the time-vesting RSUs granted in 2023 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):
PERFORMANCE-BASED STOCK-BASED AWARDS
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 2023. The terms of the PRSUs awarded in the first quarter of 2023 provided that they would be earned by our executive officer recipients as follows (subject to the time-vesting provisions of the PRSUs):
CASH INCENTIVE COMPENSATION AWARDS
CASH INCENTIVE COMPENSATION AWARDS For 2023, 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 2024. 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 2023, 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 2023 executive compensation program or metrics after they were established in the first quarter of 2023. In addition to the specific factors discussed below, the Compensation Committee considered:
CASH INCENTIVE COMPENSATION AWARDS
| ▪ | its compensation philosophy in favor of fair and generally consistent pay levels and against excessive or unreasonable compensation levels; |
CASH INCENTIVE COMPENSATION AWARDS
| ▪ | an emphasis on consistent, long-term, superior performance by the individual; |
CASH INCENTIVE COMPENSATION AWARDS
| ▪ | 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 |
CASH INCENTIVE COMPENSATION AWARDS
| ▪ | 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. |
CASH INCENTIVE COMPENSATION AWARDS
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
| 32 | Loews Corporation 2024 Proxy Statement |
CASH INCENTIVE COMPENSATION AWARDS
| Chief Executive Officer | | In making its determination regarding the grant and payment of an incentive compensation award for 2023 to our Chief Executive Officer, James S. Tisch, the Compensation Committee considered, among other things, the overall performance of the company and its principal subsidiaries, its compensation philosophy against excessive or unreasonable compensation levels, its emphasis on consistent, long-term, superior performance by the individual and the level of inflation. | | Based on these considerations, at the beginning of 2023, the Compensation Committee increased Mr. Tisch’s target and maximum cash incentive compensation levels by approximately 8% and 10%, respectively, from the prior year (which at target level represents an approximately 5% increase in total compensation from the prior year). The Committee also retained negative discretion to reduce any award to what it determines is a reasonable level under the circumstances. | | The Compensation Committee evaluated Mr. Tisch’s performance in 2023 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 Committee considered Mr. Tisch’s ability to demonstrate leadership and maintain stability at Loews and our subsidiaries, and to prudently allocate the company’s capital to take advantage of market opportunities and protect against known risks. | | The Compensation Committee noted the following accomplishments under Mr. Tisch’s leadership: | | ▪ Loews repurchased approximately 14 million shares, or 5.9%, of its common stock in 2023 and has repurchased approximately 91.2 million shares, or 29.2%, of its common stock from 2019 through the end of 2023, while consistently maintaining a very strong liquidity position; | | ▪ the company’s book value per share (excluding accumulated other comprehensive income) increased approximately 31.8% during the past five years; and | | ▪ 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. | | As a result of these efforts, the underlying businesses of Loews’s subsidiaries have remained strong. For example: | | ▪ CNA achieved strong underlying P&C underwriting profitability and premium 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, entered into $1.9 billion of firm agreements in 2023 and completed a strategically important acquisition; | | ▪ Loews Hotels’ performance has exceeded pre-pandemic levels and it continued to execute on its long-term growth strategy through the development of several new hotel properties; and | | ▪ Altium Packaging improved its earnings and margins through operational efficiency gains and executed on its growth strategy through capacity expansion projects and the integration of several acquisitions. | | Incentive Compensation Determination: The Compensation Committee determined in the first quarter of 2024, for the reasons detailed above, that Mr. Tisch earned his target incentive compensation award for 2023. This award is approximately 29.1% 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
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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 2023 that was paid in the first quarter of 2024. | | Consistent with the Compensation Committee’s determination for our Chief Executive Officer, the target and maximum awards for Richard Scott and Kenneth Siegel were similarly increased. Jane Wang received larger increases in her target and maximum award levels as a result of her recent promotion to Chief Financial Officer. Jonathan Tisch’s target and maximum award levels decreased as a result of his transition from his role as Chief Executive Officer of Loews Hotels. | | 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 2024, awarded each of these other named executive officers incentive compensation equal to their target amount for 2023. | | Incentive Compensation Determination: These incentive compensation awards amounted to approximately 29.1% 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 consistent, long-term superior performance, but against excessive or unreasonable compensation. |
PERFORMANCE-BASED STOCK-BASED AWARDS
| PRSU Determination: Based on all factors reviewed, in the first quarter of 2023, the Committee awarded 16,516 PRSUs, representing a grant date fair value of $1,000,000, to each of James and Jonathan Tisch, and 13,213 PRSUs, representing a grant date fair value of $800,000, to each of Richard Scott, Kenneth Siegel and Jane Wang. The grant date fair value of PRSU awards for 2023 for these executives, other than Jane Wang, were the same as the prior year. The increase in the grant date fair value of Jane Wang’s award reflected her recent promotion to Chief Financial Officer. For 2023, performance-based income amounted to $7.03 per share, resulting in 100% of these PRSUs being earned by each of our named executive officers in the first quarter of 2024; however, these PRSUs still remain subject to their time-vesting provisions, with 50% of these PRSUs vesting in 2025 and 50% vesting in 2026. |
PERFORMANCE-BASED STOCK-BASED AWARDS
| ▪ | Our program appropriately balances the three primary components of our executives’ compensation: base salary, cash incentive compensation and equity-based incentive compensation. |
PERFORMANCE-BASED STOCK-BASED AWARDS
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 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. Anti-Hedging and Pledging Policy. 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 19, each of James and Jonathan Tisch, the members of our Office of the President, and Andrew Tisch, Co-Chairman of our Board, owns, and has owned for many years, a significant amount of our common stock, which strongly aligns their interests with those of our other shareholders.
Compensation Tables
| Year | Salary | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) | All Other Compensation | SEC Total | SEC Total Without Change in Pension Value(4) | | James S. Tisch President and Chief Executive Officer, Office of the President | | | | | | | | | 2023 | $975,000 | $1,000,000 | $4,475,000 | $153,220 | $315,117(5) | $6,918,337 | $6,765,117 | | 2022 | 975,000 | 1,000,000 | 4,150,000 | 0 | 314,183 | 6,439,183 | 6,439,183 | | 2021 | 975,000 | 900,000 | 3,950,000 | 0 | 294,523 | 6,119,523 | 6,119,523 | | Jane J. Wang Senior Vice President and Chief Financial Officer | | | | | | | | | 2023 | 784,616 | 800,000 | 1,650,000 | 101,157 | 128,731(6) | 3,464,504 | 3,363,347 | | 2022 | 545,230 | 500,000 | 1,400,000 | 0 | 85,512 | 2,530,742 | 2,530,742 | | Jonathan M. Tisch Office of the President, Loews Corporation, and Executive Chairman, Loews Hotels | | | | | | | | | 2023 | 975,000 | 1,000,000 | 2,400,000 | 180,108 | 278,902(7) | 4,834,010 | 4,653,902 | | 2022 | 975,000 | 1,000,000 | 3,393,000 | 0 | 275,714 | 5,643,714 | 5,643,714 | | 2021 | 975,000 | 900,000 | 3,225,000 | 0 | 264,741 | 5,364,741 | 5,364,741 | | Kenneth I. Siegel Senior Vice President | | | | | | | | | 2023 | 975,000 | 800,000 | 4,100,000 | 102,964 | 270,750(8) | 6,248,714 | 6,145,750 | | 2022 | 975,000 | 800,000 | 4,050,000 | 78,344 | 247,000 | 6,150,344 | 6,072,000 | | 2021 | 975,000 | 710,000 | 3,600,000 | 58,580 | 246,250 | 5,589,830 | 5,531,250 | | Richard W. Scott Senior Vice President and Chief Investment Officer | | | | | | | | | 2023 | 950,000 | 800,000 | 2,650,000 | 83,199 | 188,500(9) | 4,671,699 | 4,588,500 | | 2022 | 950,000 | 800,000 | 2,430,000 | 64,184 | 180,750 | 4,424,934 | 4,360,750 |
2023 GRANTS OF PLAN-BASED AWARDS
2023 GRANTS OF PLAN-BASED AWARDS
2023 GRANTS OF PLAN-BASED AWARDS
| Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | Closing Market Price on Date of Grant | Grant Date Fair Value of Stock and Options Awards | | | Target | Maximum | Threshold | Target | Maximum | | | | James S. Tisch | | | | | | | | | 2/6/23 | | | 8,258 | 16,516 | 16,516 | $61.44 | $1,000,000 | | 2/6/23 | $4,475,000 | $5,500,000 | | | | | | | Jane J. Wang | | | | | | | | | 2/6/23 | | | 6,606.5 | 13,213 | 13,213 | 61.44 | 800,000 | | 2/6/23 | 1,650,000 | 2,500,000 | | | | | | | Jonathan M. Tisch | | | | | | | | | 2/6/23 | | | 8,258 | 16,516 | 16,516 | 61.44 | 1,000,000 | | 2/6/23 | 2,400,000 | 3,250,000 | | | | | | | Kenneth I. Siegel | | | | | | | | | 2/6/23 | | | 6,606.5 | 13,213 | 13,213 | 61.44 | 800,000 | | 2/6/23 | 4,100,000 | 5,000,000 | | | | | | | Richard W. Scott | | | | | | | | | 2/6/23 | | | 6,606.5 | 13,213 | 13,213 | 61.44 | 800,000 | | 2/6/23 | 2,650,000 | 3,500,000 | | | | | |
2023 GRANTS OF PLAN-BASED AWARDS
| (1) These amounts represent target and maximum awards established under our Incentive Compensation Plan. The actual amount of each award earned and authorized for payment by our Compensation Committee in February 2024 is included in the 2023 Summary Compensation Table above under the heading “Non-Equity Incentive Plan Compensation.” Cash awards under our Incentive Compensation Plan are not subject to thresholds, but instead consist of an amount equal to a proportion of that percentage of our performance-based income established by our Compensation Committee as our annual performance goal, subject to the target and maximum amounts set forth on the table above. Please read our “Compensation Discussion and Analysis” under the heading “Compensation Program Structure and Process — Cash Incentive Compensation Awards,” on page 26, for more information concerning cash awards under our Incentive Compensation Plan. |
2023 GRANTS OF PLAN-BASED AWARDS
| (2) These amounts represent threshold, target and maximum awards of PRSUs granted under our Incentive Compensation Plan. The actual grant date fair value computed in accordance with FASB ASC Topic 718 of each award authorized for issuance by our Compensation Committee in February 2023 is included in the 2023 Summary Compensation Table above under the heading “Stock Awards.” Please read our “Compensation Discussion and Analysis” under the heading “Compensation Program Structure and Process — Performance-Based Stock-Based Awards,” on page 30, for more information concerning equity awards under our Incentive Compensation Plan. |
2023 GRANTS OF PLAN-BASED AWARDS
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2023 GRANTS OF PLAN-BASED AWARDS
The following tables show information regarding SARs granted to each of our named executive officers under our Stock Option Plan and PRSUs granted to each of our named executive officers under our Incentive Compensation Plan that were outstanding as of December 31, 2023.
2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| Option/SAR Awards(1) | | | | Stock Awards(2) | | | | | Number of Securities Underlying Unexercised Options/SARs Exercisable | Number of Securities Underlying Unexercised Options/SARs Unexercisable | Options/SAR Exercise Price | Options/SAR Expiration Date | Number of Shares or Units of Stock that Have Not Vested | Market Value of Shares or Units of Stock that Have Not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | James S. Tisch | | | | | | | | | 15,000 | 0 | 40.46 | 01/09/25 | | | | | | 15,000 | 0 | 40.61 | 01/09/25 | | | | | | 15,000 | 0 | 38.46 | 01/09/25 | | | | | | 15,000 | 0 | 35.52 | 01/09/25 | | | | | | | | | | 26,039 | $1,812,054 | 16,516 | $1,149,348 | | Jane J. Wang | | | | | | | | | | | | | 11,420 | 794,718 | 13,213 | 919,493 | | Jonathan M. Tisch | | | | | | | | | 15,000 | 0 | 46.58 | 01/14/24 | | | | | | 15,000 | 0 | 43.37 | 01/14/24 | | | | | | 15,000 | 0 | 43.83 | 01/14/24 | | | | | | 15,000 | 0 | 41.98 | 01/14/24 | | | | | | 15,000 | 0 | 40.46 | 01/09/25 | | | | | | 15,000 | 0 | 40.61 | 01/09/25 | | | | | | 15,000 | 0 | 38.46 | 01/09/25 | | | | | | 15,000 | 0 | 35.52 | 01/09/25 | | | | | | | | | | 26,039 | 1,812,054 | 16,516 | 1,149,348 | | Kenneth I. Siegel | | | | | | | | | | | | | 20,724 | 1,442,183 | 13,213 | 919,493 | | Richard W. Scott | | | | | | | | | | | | | 20,724 | 1,442,183 | 13,213 | 919,493 |
2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (1) Each SAR award reported above vested and became exercisable with respect to 25% of its underlying securities per year over the first four years of its term and commenced vesting nine years prior to the expiration date reported for such SAR award. |
2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (2) PRSU awards vest 50% on the second anniversary and 50% on the third anniversary of their grant date. As of December 31, 2023: (i) PRSUs granted on February 8, 2021 and February 7, 2022 were no longer subject to a performance condition and are therefore reported in the first two columns under Stock Awards; and (ii) PRSUs granted on February 6, 2023 were subject to a performance condition and are therefore reported in the last two columns under Stock Awards. |
2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
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2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table shows information regarding the exercise of SARs granted under our Stock Option Plan and RSUs vested under our Incentive Compensation Plan for our named executive officers during 2023.
2023 OPTION EXERCISES AND STOCK VESTED
2023 OPTION EXERCISES AND STOCK VESTED
2023 OPTION EXERCISES AND STOCK VESTED
| | Option/SAR Awards | | Stock/RSU Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | James S. Tisch | 20,363 | $1,354,343 | 18,074(1) | $1,125,662(1) | | Jane J. Wang | 0 | 0 | 6,024 | 375,179 | | Jonathan M. Tisch | 14,467 | 844,728 | 18,074 | 1,125,662 | | Kenneth I. Siegel | 0 | 0 | 14,258 | 887,999 | | Richard W. Scott | 20,576 | 1,270,952 | 14,258 | 887,999 |
2023 OPTION EXERCISES AND STOCK VESTED
| (1) James S. Tisch deferred receipt of 100% of the RSU awards that vested in 2023. His deferral election provided that, to the extent such awards vest, receipt of the shares of common stock underlying those RSUs would occur upon the earlier of: (i) a date selected by him (January 2, 2053); (ii) his separation from service (as defined in Section 409A of the Internal Revenue Code); and (iii) a change in control (as defined in Section 409A). |
2023 OPTION EXERCISES AND STOCK VESTED
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2023 OPTION EXERCISES AND STOCK VESTED
Pension Plans Prior to 2020, we provided a funded, tax qualified, non-contributory retirement plan for certain employees, including our named executive officers (our “Qualified Retirement Plan”). Benefits under tax qualified plans are subject to limitations under the Internal Revenue Code. Accordingly, we also provided an unfunded, nonqualified, non-contributory retirement plan (our “Benefit Equalization Plan”) which provided for benefits that otherwise were not available due to these limitations. Effective December 31, 2019, these plans were frozen, and participants no longer accrued benefits, other than interest credits on accrued balances at a rate determined annually for all participants. Effective December 31, 2022, the Qualified Retirement Plan was terminated. During 2023, our named executive officers received lump-sum distributions of their accumulated benefit under the Qualified Retirement Plan as shown in the table below. The Benefit Equalization Plan was not impacted by the termination of the Qualified Retirement Plan, and participants’ accounts continue to receive interest credits on their accrued balances. We also maintain supplemental retirement accounts for James S. Tisch and Jonathan M. Tisch under supplemental retirement agreements with each of these individuals (“Supplemental Benefit”). We credit each nominal account annually with the interest credit used for our Benefit Equalization Plan. Upon retirement, each of these officers will receive the value of his account in the form of an annuity or, subject to certain conditions, in a single lump-sum payment. The following table shows information regarding pension benefits accrued for and paid to each of our named executive officers as of December 31, 2023.
2023 PENSION BENEFITS
2023 PENSION BENEFITS
2023 PENSION BENEFITS
| Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit(1) | Payments During Last Fiscal Year | | James S. Tisch | Qualified Retirement Plan | 42 | $0 | $1,402,475(2) | | | Benefit Equalization Plan | 42 | 21,801,539 | 0 | | | Supplemental Benefit | | 1,621,969 | 0 | | Jane J. Wang | Qualified Retirement Plan | 13 | 0 | 145,496(2) | | | Benefit Equalization Plan | 13 | 258,184 | 0 | | Jonathan M. Tisch | Qualified Retirement Plan | 40 | 0 | 1,177,497(2) | | | Benefit Equalization Plan | 40 | 17,546,018 | 0 | | | Supplemental Benefit | | 1,621,969 | 0 | | Kenneth I. Siegel | Qualified Retirement Plan | 10 | 0 | 107,036(2) | | | Benefit Equalization Plan | 10 | 2,707,662 | 0 | | Richard W. Scott | Qualified Retirement Plan | 10 | 0 | 107,036(2) | | | Benefit Equalization Plan | 10 | 2,179,794 | 0 |
2023 PENSION BENEFITS
| (1) Assumes: (a) benefit commencement at (i) a normal retirement date age of 65 for Jane J. Wang and (ii) current age for Richard W. Scott, Kenneth I. Siegel, James S. Tisch and Jonathan M. Tisch; (b) a discount rate of 5.0% for the Benefit Equalization Plan and Supplemental Benefit; and (c) interest credits for 2023 and future years of 4.5% for the Benefit Equalization Plan and Supplemental Benefit. Other interest rate and mortality rate assumptions used are consistent with those used in our financial statements. |
2023 PENSION BENEFITS
| (2) Represents lump sum distribution of accumulated benefit under the Qualified Retirement Plan in connection with the plan termination described above. |
2023 PENSION BENEFITS
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2023 PENSION BENEFITS
Nonqualified Deferred Compensation Employees whose cash compensation (base salary and bonus) exceeds the annual IRS compensation limit for 401(k) plans ($330,000 in 2023) 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. Deferred 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 (ERISA); 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 (as defined in Section 409A of the Internal Revenue Code); and (iii) a change in control (as defined in Section 409A). The following tables show information for 2023 regarding nonqualified deferred compensation for our named executive officers.
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) | | | | 2023 | $6,918,337 | $7,276,014 | $4,804,732 | $5,086,696 | $153.46 | $154.87 | $1,434 | $1,601 | | 2022 | 6,439,183 | 6,487,578 | 4,516,160 | 4,506,675 | 123.10 | 146.31 | 822 | 1,159 | | 2021 | 6,119,523 | 6,727,729 | 5,413,003 | 5,925,474 | 121.37 | 119.40 | 1,562 | 1,211 | | 2020 | 6,966,163 | 5,478,288 | 5,744,315 | 4,951,701 | 86.31 | 86.28 | (931) | 836 |
DEFERRED EQUITY COMPENSATION
| (2) “Compensation actually paid” is the total Summary Compensation Table compensation, adjusted in accordance with applicable SEC rules as set forth in the following table. The amounts set forth for the non-PEO NEOs are averages of the adjustments. |
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
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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
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. The median employee used for 2023 is the same employee used for our 2022 pay ratio disclosure as we believe there have been no changes in our employee population or employee compensation arrangements since the date that employee was identified that would significantly impact our pay ratio disclosure. The employee was identified using a determination date of December 31, 2022. Under the SEC rules, our employee population as of that date included approximately 17,575 employees from Loews Corporation and our consolidated subsidiaries — CNA, Boardwalk Pipelines and Loews Hotels. We identified the median employee from this employee population using a compensation measure that incorporated base salary, overtime and any bonuses paid for 2022. For employees hired during 2022, 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, 2022 and December 31, 2022. For 2023, 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 from the employee population determined under the SEC rules is $6,918,337 and $65,779, respectively. This results in a CEO pay ratio estimate of 105:1. 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
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