DEF 14A of Loews Corp
Filed Apr 2, 2025 · FY20240001140361-25-011755
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 | 72 | 2006 | ■ | | | | | Charles D. Davidson Partner, Quantum Capital Group | 75 | 2015 | | | ■ | | | Charles M. Diker Chairman, Diker Management, LLC | 90 | 2003 | ■ | ■ | | | | Paul J. Fribourg Chairman, President and CEO, Continental Grain Company Lead Independent Director | 71 | 1997 | ■ | ■ | ■ CHAIR | | | Walter L. Harris Former President and CEO, FOJP Service Corp. and Hospital Insurance Co. | 73 | 2004 | ■ CHAIR | ■ | | | | Jonathan C. Locker President, Tiger Management | 48 | 2023 | ■ | | ■ | | | Susan P. Peters Retired Chief Human Resources Officer, General Electric Company | 71 | 2018 | | ■ CHAIR | | | | Alexander H. Tisch Vice President, Loews Corporation, President and Chief Executive Officer, Loews Hotels & Co | 46 | 2025 | | | | ■ | | Benjamin J. Tisch President and Chief Executive Officer, Loews Corporation | 42 | 2025 | | | | ■ | | James S. Tisch Chairman of the Board, Retired President and Chief Executive Officer, Loews Corporation | 72 | 1986 | | | | ■ | | Anthony Welters Founder, Chairman and CEO, CINQ Care Inc. | 70 | 2013 | | | ■ | |
DIRECTOR NOMINEES
Further information regarding our director nominees is included under the heading “Director Nominees” beginning on page 7.
DIRECTOR NOMINEES
| Loews Corporation 2025 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 Alexander, Benjamin and James Tisch) are independent under our independence standards and the New York Stock Exchange listing standards. | | | ▪ 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 Chairman of the Board. | | | ▪ Our lead director is fully independent and empowered with broadly defined authorities and responsibilities. Our lead director is also Chairman of our Nominating and Governance Committee, which is responsible for developing our corporate governance principles. | | Risk Oversight | ▪ Our Board is responsible for risk oversight. It regularly evaluates enterprise risk management and related policies and practices, and oversees management in its assessment and mitigation of risk. | | Director and Officer Stock Ownership | ▪ Our non-employee directors are required to own shares of our stock having a value of at least three times their annual cash retainer. | | | ▪ Our executive officers and directors as a group, and members of their families, own a substantial percentage of our outstanding common stock. | | | ▪ We only have a single class of common stock, which directly aligns the interests of our executive officers and directors with those of our other shareholders. | | | ▪ We have anti-hedging and pledging policies for directors and executive officers. | | Compensation Governance | ▪ Our fully independent Compensation Committee oversees all aspects of our executive compensation program. | | | ▪ We have an annual shareholder advisory vote to approve named executive officer compensation. | | | ▪ We have a clawback policy that allows for the recoupment of incentive compensation. | | | ▪ We do not maintain employment agreements or agreements to pay severance upon a change in control with any of our executive officers. | | | ▪ We structure a large majority of our executive officers’ compensation to be performance based. | | Ethics and Corporate Responsibilities | ▪ Our Code of Business Conduct and Ethics is disclosed on our website. | | | ▪ We have an active and robust ethics and compliance program, which includes regular employee training. |
CORPORATE GOVERNANCE HIGHLIGHTS
| 4 | Loews Corporation 2025 Proxy Statement |
Election of Directors
Election of Directors 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 2026 Annual Meeting” on page 61. Our Nominating and Governance Committee will retain full discretion in considering its nomination recommendations to our Board. | |
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| Loews Corporation 2025 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, 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 2025 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: 72 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: 75 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 2025 Proxy Statement | 7 |
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| Charles M. Diker | | | AGE: 90 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: 71 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: 73 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 2025 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: 71 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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| Alexander H. Tisch | | | AGE: 46 DIRECTOR SINCE: 2025 | Vice President, Loews, and President and Chief Executive Officer of our subsidiary, Loews Hotels. Mr. Tisch has served as a Vice President of Loews since 2014, and as an officer of Loews Hotels since 2017. Prior to becoming Chief Executive Officer of Loews Hotels in January 2023, he served as President of Loews Hotels from September 2020 until December 2022, and Executive Vice President, Chief Commercial and Development Officer of Loews Hotels from June 2017 until September 2020. | | | EXPERIENCE: Mr. Tisch’s experience as a member of the Loews and Loews Hotels leadership teams has provided him with broad knowledge of and insight into Loews, its operations and the businesses in which it is engaged, and has enabled him to be instrumental in providing our company with strategic direction. His direct experience in managing the Loews Hotels business, as well as his institutional knowledge, is of critical importance to our Board in fulfilling its responsibilities. |
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| Loews Corporation 2025 Proxy Statement | 9 |
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| Benjamin J. Tisch | | | AGE: 42 DIRECTOR SINCE: 2025 | President and Chief Executive Officer of Loews. Mr. Tisch is also a director of CNA. Prior to becoming President and Chief Executive Officer of Loews in January 2025, Mr. Tisch served as Senior Vice President, Corporate Development and Strategy from May 2022 until December 2024 and as Vice President from 2014 until May 2022. | | | EXPERIENCE: Mr. Tisch’s experience as a member of the Loews leadership team has given him extensive knowledge of Loews, its operations and the businesses in which it is engaged, and has enabled him to be instrumental in providing our company with both strategic direction and day-to-day operational oversight. His direct experience in managing Loews’s business, as well as his institutional knowledge, is of critical importance to our Board in fulfilling its responsibilities. |
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| James S. Tisch | | | AGE: 72 DIRECTOR SINCE: 1986 | Chairman of the Board and retired President and Chief Executive Officer of Loews. Mr. Tisch is also a director of CNA. Mr. Tisch served as Loews’s President and Chief Executive Officer from 1999 until his retirement in December 2024 and, prior to that time, had served the company in a number of other executive positions. He was a director of General Electric Company from 2010 until 2022 and Diamond Offshore from 1989 until 2021. | | | EXPERIENCE: Mr. Tisch’s experience as Loews’s President and Chief Executive Officer has given him extensive knowledge of Loews, its operations and the businesses in which it is engaged, and enabling him to be instrumental in providing our company with strategic direction. 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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| 10 | Loews Corporation 2025 Proxy Statement |
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| Anthony Welters | | | AGE: 70 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 COMPOSITION. 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. Benjamin J. Tisch is the son of James S. Tisch and the cousin of Alexander H. Tisch. Alexander H. Tisch is the nephew of James S. Tisch. None of our other executive officers or directors are related to any other. However, Andrew H. Tisch, a former Co-Chairman of our Board and current director emeritus of the company, is the father of Alexander H. Tisch and the brother of James S. Tisch, and Jonathan M. Tisch, a former Co-Chairman of our Board and current director emeritus of the company and Executive Chairman of Loews Hotels, is the cousin of Andrew H. Tisch and James S. 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 2025 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” 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 a Chairman of the Board, James S. 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, Benjamin J. 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 2025 Proxy Statement |
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Board Committees Our Board has standing Audit, Compensation, Nominating and Governance and Executive Committees. 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 Charles M. Diker Paul J. Fribourg Jonathan C. Locker 2024 MEETINGS HELD: 6 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: Susan P. Peters OTHER MEMBERS: Charles M. Diker Paul J. Fribourg Walter L. Harris 2024 MEETINGS HELD: 2 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 2025 Proxy Statement | 13 |
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| NOMINATING AND GOVERNANCE COMMITTEE | | | CHAIR: Paul J. Fribourg OTHER MEMBERS: Charles D. Davidson Jonathan C. Locker Anthony Welters 2024 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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Board Evaluation Process Our Board undertakes an annual self-evaluation process to determine whether the Board and its Committees are functioning effectively and what, if any, action could improve Board and Committee performance. Among other things, the Board’s annual self-evaluation includes consideration of:
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| ▪ | the Board’s structure and process, including the Board’s size and meeting schedule, whether Board deliberations are open and constructive, whether adequate time is scheduled for executive sessions, the adequacy of notice and supporting materials for meetings, the process for selecting new director candidates and the knowledge and experience of directors; |
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| ▪ | the Board’s Committee structure, including the current Committee structure—consisting of Executive, Audit, Compensation and Nominating and Governance Committees, the adequacy of Committee charters and the scope of Committee activities, the Committee chairs and members and Committee communications to the full Board; |
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| ▪ | the Board’s access to parent company and subsidiary management; and |
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| ▪ | strategic goals, including the Board’s opportunity to evaluate and review with management corporate strategy and goals and the adequacy of information to understand the strategic and other risks facing the company. |
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To facilitate individual director evaluations, each director is encouraged to provide feedback to the lead independent director, the Chair of the Board, the Chief Executive Officer or the Corporate Secretary regarding other directors, including with respect to their experience, tenure and qualifications, commitment to the Board and its Committees, level of preparation for and participation in meetings, independence, industry and business knowledge and other relevant topics. Each of the Audit, Compensation and Nominating and Governance Committees also perform a self-evaluation on an annual basis. The Committee self-evaluations include consideration of similar topics as the full Board’s self-evaluation. In addition to these formal self-evaluations, our independent directors regularly meet in executive sessions chaired by our lead director, which facilitates the ability of independent directors to fulfill their responsibilities and provides a structure for communicating any concerns that independent directors may have.
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| 14 | Loews Corporation 2025 Proxy Statement |
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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 2024, there were nine meetings of our Board, six meetings of our Audit Committee, two meetings of our Compensation Committee and three meetings of our Nominating and Governance Committee. During 2024, each of our incumbent directors, other than Anthony Welters, 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 2024 annual meeting of shareholders.
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| Loews Corporation 2025 Proxy Statement | 15 |
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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 (“RSUs”) 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. All non-employee directors were in compliance with these guidelines as of the date of this proxy statement. Director Compensation During 2024, our non-management directors received a cash retainer of $31,250 per quarter and an annual 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” or the “2016 Plan”). Members of our Audit Committee received a cash retainer of $6,250 per quarter, and the committee chair received an additional $10,000 per quarter. Members of our Compensation Committee and Nominating and Governance Committee received a cash retainer of $2,500 per quarter, and the committee chairs received an additional $5,000 per quarter. Our lead director received an additional quarterly retainer of $5,000. Our non-management Co-Chairman of the Board received 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, 2024.
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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 | $150,000 | $100,000 | $0 | $0 | $250,000 | | Joseph L. Bower(3) | 70,467 | 0 | 0 | 0 | 70,467 | | Charles D. Davidson | 135,000 | 100,000 | 0 | 0 | 235,000 | | Charles M. Diker | 160,000 | 100,000 | 0 | 0 | 260,000 | | Paul J. Fribourg | 210,000 | 100,000 | 0 | 0 | 310,000 | | Walter L. Harris | 200,000 | 100,000 | 0 | 0 | 300,000 | | Jonathan C. Locker | 156,319 | 100,000 | 0 | 0 | 256,319 | | Susan P. Peters | 147,637 | 100,000 | 0 | 0 | 247,637 | | Andrew H. Tisch | 225,000 | 100,000 | 0 | 133,000(4) | 458,000 | | Anthony Welters | 135,000 | 100,000 | 0 | 0 | 235,000 |
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| (1) 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, 2024, the aggregate number of RSUs outstanding for each non-management director was 1,288. |
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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, 2024, the aggregate number of SAR awards outstanding for each non-management director was: Ann E. Berman, 9,000; Joseph L. Bower, 9,000; Charles D. Davidson, 0; Charles M. Diker, 9,000; Paul J. Fribourg, 9,000; Walter L. Harris, 9,000; Jonathan C. Locker, 0; Susan P. Peters, 0; Andrew H. Tisch, 60,000; and Anthony Welters, 9,000. |
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| (3) Joseph L. Bower retired from the Board as of our 2024 annual meeting of shareholders. Amounts reflect compensation for service prior to the meeting. |
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| (4) Represents director fees earned for service on CNA’s Board of Directors. |
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| Loews Corporation 2025 Proxy Statement | 17 |
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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 2024 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 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 during 2024 was $226,030. Alexander H. 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 2024. Alexander H. Tisch earned cash compensation (including cash incentive compensation) of $3,192,308 in 2024 and participated in benefit programs available to salaried employees generally. In February 2024, he was granted 10,951 RSUs under our Incentive Compensation Plan. Benjamin J. Tisch, son of James S. Tisch, was employed as Senior Vice President, Corporate Development and Strategy of Loews during 2024. Benjamin J. Tisch earned cash compensation (including cash incentive compensation) of $2,942,308 for 2024 and participated in benefit programs available to salaried employees generally. In February 2024, he was granted 10,951 RSUs under our Incentive Compensation Plan. Following his retirement as a member of the Office of the President, Andrew H. Tisch reimburses the company for 100% of the costs associated with a company-provided car and driver. The reimbursement amount for the car and driver during 2024 was $238,268.
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| 18 | Loews Corporation 2025 Proxy Statement |
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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 18, 2025 (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 | 20,941,567(1) | 9.8% | | James S. Tisch c/o Barry L. Bloom 712 Fifth Avenue, 12th Floor New York, NY 10019 | 16,372,980(2) | 7.8% | | BlackRock, Inc. 50 Hudson Yards New York, NY 10001 | 14,930,820(3) | 7.0% | | Andrew H. Tisch c/o Barry L. Bloom 712 Fifth Avenue, 12th Floor New York, NY 10019 | 14,595,959(4) | 6.9% | | JPMorgan Chase & Co. 383 Madison Avenue New York, NY 10017 | 12,332,502(5) | 5.8% |
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| (1) This information is based solely on a Form 13F report filed on February 11, 2025 by The Vanguard Group (Vanguard) with respect to holdings as of December 31, 2024. Based on a Schedule 13G report filed by Vanguard on February 13, 2024, as of December 31, 2023, Vanguard beneficially owned 20,649,420 shares, including 237,728 shares over which it had shared voting power, 19,869,555 shares over which it had sole dispositive power and 779,865 shares over which it had shared dispositive power. 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: 9,551,407 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; 594,500 shares held by a charitable foundation of which he is a director; 120,707 shares underlying vested RSUs of which he deferred receipt that are deliverable to him within 60 days of March 18, 2025 in connection with his retirement on December 31, 2024 (subject to the six-month delay required under Section 409A of the Internal Revenue Code); and 433 shares underlying unvested RSUs that will vest within 60 days of March 18, 2025. He has sole voting and investment power with respect to 12,773,443 shares and shared voting and investment power with respect to 3,599,537 shares. |
Election of Directors
| (3) This information is based solely on a Form 13F report filed on February 7, 2025 by BlackRock, Inc. (BlackRock) with respect to holdings as of December 31, 2024. Based on a Schedule 13G report filed on January 26, 2024, as of December 31, 2023, BlackRock beneficially owned 15,364,269 shares, including 13,919,212 shares over which it had sole voting power and 15,364,269 shares over which it had sole dispositive power. BlackRock 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 BlackRock for these investment management services are reviewed by the benefits committee administering our retirement plans. |
Election of Directors
| (4) The amount beneficially owned includes: 12,042,768 shares held by trusts of which he is trustee and 985,000 shares held by a charitable foundation of which he is a director. He has sole voting and investment power with respect to 13,610,959 shares and shared voting and investment power with respect to 985,000 shares. |
Election of Directors
| (5) This information is based solely on a Form 13F report filed on February 12, 2025 by JPMorgan Chase & Co. (JPMorgan) with respect to holdings as of December 31, 2024. According to a Schedule 13G report filed by JPMorgan on January 23, 2024, as of December 31, 2023, JPMorgan beneficially owned 13,195,141 shares, including 12,505,548 shares over which it had sole voting power, 167 shares over which it had shared voting power, 13,152,068 shares over which it had sole dispositive power and 5,819 shares over which it had shared dispositive power. From time to time, we and our subsidiaries have banking relationships with JPMorgan. |
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| Loews Corporation 2025 Proxy Statement | 19 |
Election of Directors
Director and Officer Holdings The following table shows certain information, as of March 18, 2025, regarding the shares of our common stock beneficially owned by each director and nominee, each director emeritus, each executive officer named in the Summary Compensation Table and all of our executive officers, directors and directors emeriti as a group, based on data furnished by them.
Election of Directors
| Name | Amount Beneficially Owned(1)(2) | Percent of Class | | Ann E. Berman | 22,058(3) | * | | Charles D. Davidson | 28,193(4) | * | | Charles M. Diker | 25,029(5) | * | | Paul J. Fribourg | 22,058(6) | * | | Walter L. Harris | 28,029(7) | * | | Jonathan C. Locker | 24,356(8) | * | | Susan P. Peters | 13,516(9) | * | | Richard W. Scott | 42,919 | * | | Kenneth I. Siegel | 7,590 | * | | Alexander H. Tisch | 55,063(10) | * | | Andrew H. Tisch | 14,595,959(11) | 6.9% | | Benjamin J. Tisch | 715,127(12) | * | | James S. Tisch | 16,372,980(13) | 7.8% | | Jonathan M. Tisch | 8,078,972(14) | 3.8% | | Jane J. Wang | 12,312 | * | | Anthony Welters | 17,118(15) | * | | All executive officers, directors and directors emeriti as a group (17 persons including those listed above) | 40,074,368(16) | 19.0% |
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| * Represents less than 1% of the outstanding shares. |
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| (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. |
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(2)
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| 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 $86.89 for our common stock, calculated under the terms of our Stock Option Plan, on March 18, 2025. |
Election of Directors
(3)
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| Includes: (i) 3,835 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 18, 2025 if the director’s service as a director terminated during that time; and (iii) 1,288 shares underlying unvested RSUs that will vest within 60 days of March 18, 2025. |
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(4) Includes 1,288 shares underlying unvested RSUs that will vest within 60 days of March 18, 2025. (5)
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| Includes: (i) 3,835 shares issuable upon the exercise of SARs that are currently exercisable and (ii) 1,288 shares underlying unvested RSUs that will vest within 60 days of March 18, 2025. |
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(6)
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| Includes: (i) 3,835 shares issuable upon the exercise of SARs that are currently exercisable; (ii) 16,935 shares underlying vested RSUs of which the director deferred receipt that could be delivered to the director within 60 days of March 18, 2025 if the director’s service as a director terminated during that time; and (iii) 1,288 shares underlying unvested RSUs that will vest within 60 days of March 18, 2025. |
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(7)
Election of Directors
| Includes: (i) 3,835 shares issuable upon the exercise of SARs that are currently exercisable and (ii) 1,288 shares underlying unvested RSUs that will vest within 60 days of March 18, 2025. In addition, Mr. Harris owns beneficially 1,830 shares of CNA. |
Election of Directors
(8) Includes 1,288 shares underlying unvested RSUs that will vest within 60 days of March 18, 2025. (9)
Election of Directors
| Includes: (i) 10,269 shares underlying vested RSUs of which the director deferred receipt that could be delivered to the director within 60 days of March 18, 2025 if the director’s service as a director terminated during that time; and (ii) 1,288 shares underlying unvested RSUs that will vest within 60 days of March 18, 2025. |
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(10)
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| Includes 5,780 shares underlying vested RSUs of which Mr. Alexander Tisch deferred receipt that could be delivered to him within 60 days of March 18, 2025 if his employment was terminated during that time. |
Election of Directors
| Includes: (i) 12,042,768 shares held by trusts of which Mr. Andrew Tisch is trustee; and (ii) 985,000 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. |
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| 20 | Loews Corporation 2025 Proxy Statement |
Election of Directors
| Includes 5,780 shares underlying vested RSUs of which Mr. Benjamin Tisch deferred receipt that could be delivered to him within 60 days of March 18, 2025 if his employment was terminated during that time. |
Election of Directors
(13)
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| Includes: (i) 120,707 shares underlying vested RSUs of which Mr. James Tisch deferred receipt that could be delivered to him within 60 days of March 18, 2025 in connection with his retirement on December 31, 2024 (subject to the six-month delay required by Section 409A); (ii) 433 shares underlying unvested RSUs that will vest within 60 days of March 18, 2025; (iii) 9,551,407 shares held by trusts of which Mr. James Tisch is trustee; (iv) 594,500 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. |
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(14)
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| Includes: (i) 6,655,529 shares held by trusts of which Mr. Jonathan Tisch is the trustee; (ii) 1,020,040 shares held by a charitable foundation as to which Mr. Jonathan Tisch is the sole trustee; (iii) 253,403 shares held by his wife as to which Mr. Jonathan Tisch has shared voting and investment power; and (iv) 150,000 shares held by a charitable foundation as to which Mr. Jonathan Tisch has shared voting and investment power. |
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(15)
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| Includes: (i) 3,835 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 18, 2025 if the director’s service as a director terminated during that time; and (iii) 1,288 shares underlying unvested RSUs that will vest within 60 days of March 18 2025. |
Election of Directors
| Includes: (i) 19,175 shares issuable upon the exercise of SARs that are currently exercisable; (ii) 52,851 shares underlying vested RSUs of which the directors and executives deferred receipt that could be delivered to them within 60 days of March 18, 2025 if their service as directors or executives terminated during that time; (iii) 120,707 shares underlying vested RSUs of which Mr. James Tisch deferred receipt that could be delivered to him within 60 days of March 18, 2025 in connection with his retirement on December 31, 2024 (subject to the six-month delay required by Section 409A); and (iv) 10,737 shares underlying unvested RSUs that will vest within 60 days of March 18, 2025. |
Election of Directors
| Loews Corporation 2025 Proxy Statement | 21 |
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 2024, 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
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 14.4% | Cash Incentive Compensation 70.7% | Stock-Based Awards 14.8% | | | Incentive Compensation: 85.6% | |
OTHER NAMED EXECUTIVE OFFICERS
| Base Salary 15.8% – 24.0% | Cash Incentive Compensation 54.7% – 71.3% | Stock-Based Awards 13.0% – 22.9% | | | Incentive Compensation: 76.0% – 84.2% | |
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 2024 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
| Loews Corporation 2025 Proxy Statement | 27 |
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
| 28 | Loews Corporation 2025 Proxy Statement |
How We Determined the Performance Bonus Pool for 2024 Incentive Compensation
How We Determined the Performance Bonus Pool for 2024 Incentive Compensation For 2024, the Compensation Committee established at the beginning of 2024 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 2024 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 2024 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 2024 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 2024 Incentive Compensation
| ▪ | our goals of increasing shareholder value over the long term. |
How We Determined the Performance Bonus Pool for 2024 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 2024 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.
2024 NAMED EXECUTIVE OFFICER TARGET AND MAXIMUM AWARDS AND BONUS POOL ALLOCATION
2024 NAMED EXECUTIVE OFFICER TARGET AND MAXIMUM AWARDS AND BONUS POOL ALLOCATION The 2024 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 2024 as follows:
2024 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 | 20.8% | $4,775,000 | $6,000,000 | | Jane J. Wang | 8.9 | 2,050,000 | 2,750,000 | | Jonathan M. Tisch | 10.4 | 2,400,000 | 3,250,000 | | Richard W. Scott | 12.5 | 2,870,000 | 3,500,000 | | Kenneth I. Siegel | 19.1 | 4,400,000 | 5,250,000 |
2024 NAMED EXECUTIVE OFFICER TARGET AND MAXIMUM AWARDS AND BONUS POOL ALLOCATION
The Committee did not make any changes to the 2024 executive compensation program or metrics after they were established in the first quarter of 2024.
2024 NAMED EXECUTIVE OFFICER TARGET AND MAXIMUM AWARDS AND BONUS POOL ALLOCATION
| Loews Corporation 2025 Proxy Statement | 29 |
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 2024 consisted of performance-based RSUs (“PRSUs”). The PRSUs, similar to the time-vesting RSUs granted in 2024 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
In addition, for dividends, the PRSUs (along with non-executive RSUs) are credited cash (accruing interest each year at the one-year Treasury rate applicable in January of the year the dividend is paid) in respect of dividends paid, with such cash to be delivered to the executives only if and when the underlying PRSUs have been actually earned and vested. However, unlike non-executive RSUs, in addition to being subject to the same time-vesting terms as non-executive RSUs, PRSUs granted to our executive officers are also subject to performance-vesting terms. The performance-vesting terms made PRSUs dependent on the company achieving a pre-established level of performance-based income per share for 2024. The terms of the PRSUs awarded in the first quarter of 2024 provided that they would be earned by our executive officer recipients as follows (subject to the time-vesting provisions of the PRSUs):
PERFORMANCE-BASED STOCK-BASED AWARDS
In connection with the grant of PRSUs to our executive officers in the first quarter of 2024, the Compensation Committee established the performance-based income per share target for PRSUs at $4.15 per share. The Committee did not make any changes to the 2024 executive compensation program or metrics after they were established in the first quarter of 2024, including to this per share target amount. The ultimate value of stock-based awards under our Incentive Compensation Plan is directly correlated to our performance as measured by the price of our common stock over the long term. The value of these awards increases and decreases directly with changes in the price of our common stock. In addition, unlike base salary and incentive compensation awards, which are earned and paid based on the annual performance of the individual and the company, PRSUs awarded in 2024 vest over a period of three years. As a result, these awards encourage executives to continue their employment with Loews. These elements further serve to align the executive’s interests with those of our shareholders. The Compensation Committee makes annual grants of equity awards and takes other compensation actions in the first quarter of each year in connection with its annual management performance evaluation. Annual equity grants for executive officers occur on the same date as our annual equity grants for our other officers and employees, which typically occurs in February. Loews does not grant equity awards in anticipation of the release of non-public information or time the release of this information based on equity award grant dates. We also at times grant equity awards in connection with new hires or promotions during the year. These grants are approved by the Committee (or, in the case of grants to those who are not subject to Section 16 of the Exchange Act, by our Chief Executive Officer, as delegated by the Committee) and are also not granted in anticipation of the release of non-public information.
CASH INCENTIVE COMPENSATION AWARDS
CASH INCENTIVE COMPENSATION AWARDS For 2024, 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 2025. 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 2024, 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 2024 executive compensation program or metrics after they were established in the first quarter of 2024. 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
| Loews Corporation 2025 Proxy Statement | 33 |
CASH INCENTIVE COMPENSATION AWARDS
| Chief Executive Officer | | In making its determination regarding the grant and payment of an incentive compensation award for 2024 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 2024, the Compensation Committee increased Mr. Tisch’s target and maximum cash incentive compensation levels by approximately 6.7% and 9.1%, respectively, from the prior year (which at target level represents an approximately 4.7% 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 2024 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 7.7 million shares, or 3.5%, of its common stock in 2024 and has repurchased approximately 77.5 million shares, or 26.6%, of its common stock from 2020 through the end of 2024, while consistently maintaining a very strong liquidity position; | | ▪ the company’s book value per share (excluding accumulated other comprehensive income) increased approximately 33.8% 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, grew its backlog by 46.7%, or $4.5 billion, to $14.2 billion as of December 31, 2024 and pursued strategically important growth projects; and | | ▪ Loews Hotels’ performance continued to exceed pre-pandemic levels, and it continued to execute on its long-term growth strategy through the development of several new hotel properties. | | Incentive Compensation Determination: The Compensation Committee determined in the first quarter of 2025, for the reasons detailed above, that Mr. Tisch earned his target incentive compensation award for 2024. This award is approximately 27.4% 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
| 34 | Loews Corporation 2025 Proxy Statement |
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 2024 that was paid in the first quarter of 2025. | | 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 after another successful year as Chief Financial Officer in accordance with a multiyear strategy to increase Ms. Wang’s compensation as a result of her increasing responsibilities. Jonathan Tisch’s target and maximum award levels were unchanged from the prior year. | | 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 2025, awarded each of these other named executive officers incentive compensation equal to their target amount for 2024. | | Incentive Compensation Determination: These incentive compensation awards amounted to approximately 27.4% 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 2024, the Committee awarded 13,689 PRSUs, representing a grant date fair value of $1,000,000, to each of James and Jonathan Tisch, and 10,951 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 2024 for each of these executives was the same as the prior year. For 2024, performance-based income amounted to $8.46 per share, resulting in 100% of these PRSUs being earned by each of our named executive officers in the first quarter of 2025; however, these PRSUs still remain subject to their time-vesting provisions, with 50% of these PRSUs vesting in 2026 and 50% vesting in 2027. |
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 determine we are required to prepare the restatement will be subject to recoupment to the extent the amounts received were greater than the amounts that would have been received if they had been calculated on the basis of the restated financial results. Insider Trading, Anti-Hedging and Anti-Pledging Policies. Our Code of Business Conduct and Ethics contains insider trading policies and procedures governing the purchase, sale and/or other disposition of securities by directors, officers and employees, and by the company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations. Additionally, we have adopted a policy that prohibits directors and executive officers from entering into hedging transactions in our common stock. For purposes of this policy, a hedging transaction is the entry into, or purchase or sale of, any financial instrument (including prepaid variable forward contracts, equity swaps and collars), or the entry into of any other transaction, in each case for the express purpose of offsetting a potential decline in the market value of our common stock. For the avoidance of doubt, financial instruments and transactions subject to this policy do not include transactions in securities (or derivative instruments relating thereto) of any open-end mutual fund, unit investment trust or exchange-traded fund, or of any company that is not affiliated with us. In addition, directors and executive officers are prohibited from pledging our common stock, options relating to our common stock or any other security linked to our common stock as collateral for a loan unless the director or executive officer has the ability to repay the loan without liquidating the pledged stock and the loan is fully recourse to the director or executive officer. Employment Agreements. We have no employment or other agreements relating to severance or payment upon a change of control with any of our named executive officers or other executive officers. Share Ownership by Executive Officers and Directors. As disclosed above under “Director and Officer Holdings” on page 20, our executive officers and directors as a group, and members of their families, own a substantial percentage of our common stock, which strongly aligns their interests with those of our other shareholders.
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 | Total | | James S. Tisch President and Chief Executive Officer, Office of the President | | | | | | | | 2024 | $975,000 | $1,000,000 | $4,775,000 | $0 | $319,657(4) | $7,069,657 | | 2023 | 975,000 | 1,000,000 | 4,475,000 | 153,220 | 315,117 | 6,918,337 | | 2022 | 975,000 | 1,000,000 | 4,150,000 | 0 | 314,183 | 6,439,183 | | Jane J. Wang Senior Vice President and Chief Financial Officer | | | | | | | | 2024 | 900,000 | 800,000 | 2,050,000 | 0 | 147,365(5) | 3,897,365 | | 2023 | 784,616 | 800,000 | 1,650,000 | 101,157 | 128,731 | 3,464,504 | | 2022 | 545,230 | 500,000 | 1,400,000 | 0 | 85,512 | 2,530,742 | | Jonathan M. Tisch Office of the President, Loews Corporation, and Executive Chairman, Loews Hotels | | | | | | | | 2024 | 975,000 | 1,000,000 | 2,400,000 | 0 | 251,935(6) | 4,626,935 | | 2023 | 975,000 | 1,000,000 | 2,400,000 | 180,108 | 278,902 | 4,834,010 | | 2022 | 975,000 | 1,000,000 | 3,393,000 | 0 | 275,714 | 5,643,714 | | Kenneth I. Siegel Senior Vice President | | | | | | | | 2024 | 975,000 | 800,000 | 4,400,000 | 121,845 | 274,000(7) | 6,570,845 | | 2023 | 975,000 | 800,000 | 4,100,000 | 102,964 | 270,750 | 6,248,714 | | 2022 | 975,000 | 800,000 | 4,050,000 | 78,344 | 247,000 | 6,150,344 | | Richard W. Scott Senior Vice President and Chief Investment Officer | | | | | | | | 2024 | 950,000 | 800,000 | 2,870,000 | 98,090 | 200,250(8) | 4,918,340 | | 2023 | 950,000 | 800,000 | 2,650,000 | 83,199 | 188,500 | 4,671,699 | | 2022 | 950,000 | 800,000 | 2,430,000 | 64,184 | 180,750 | 4,424,934 |
2024 GRANTS OF PLAN-BASED AWARDS
2024 GRANTS OF PLAN-BASED AWARDS
2024 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 | | | | | | | | | 2/5/24 | | | 6,844.5 | 13,689 | 13,689 | $72.79 | $1,000,000 | | 2/5/24 | $4,775,000 | $6,000,000 | | | | | | | Jane J. Wang | | | | | | | | | 2/5/24 | | | 5,475.5 | 10,951 | 10,951 | 72.79 | 800,000 | | 2/5/24 | 2,050,000 | 2,750,000 | | | | | | | Jonathan M. Tisch | | | | | | | | | 2/5/24 | | | 6,844.5 | 13,689 | 13,689 | 72.79 | 1,000,000 | | 2/5/24 | 2,400,000 | 3,250,000 | | | | | | | Kenneth I. Siegel | | | | | | | | | 2/5/24 | | | 5,475.5 | 10,951 | 10,951 | 72.79 | 800,000 | | 2/5/24 | 4,400,000 | 5,250,000 | | | | | | | Richard W. Scott | | | | | | | | | 2/5/24 | | | 5,475.5 | 10,951 | 10,951 | 72.79 | 800,000 | | 2/5/24 | 2,870,000 | 3,500,000 | | | | | |
2024 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 2025 is included in the 2024 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 27, for more information concerning cash awards under our Incentive Compensation Plan. |
2024 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 2024 is included in the 2024 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 32, for more information concerning equity awards under our Incentive Compensation Plan. |
2024 GRANTS OF PLAN-BASED AWARDS
| 40 | Loews Corporation 2025 Proxy Statement |
2024 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, 2024.
2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
2024 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 | | | | | | | | | | | | | 24,740 | $2,095,231 | 13,689 | $1,159,321 | | Jane J. Wang | | | | | | | | | | | | | 17,325 | 1,467,254 | 10,951 | 927,440 | | Jonathan M. 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 | | | | | | | | | | 24,740 | 2,095,231 | 13,689 | 1,159,321 | | Kenneth I. Siegel | | | | | | | | | | | | | 19,792 | 1,676,184 | 10,951 | 927,440 | | Richard W. Scott | | | | | | | | | | | | | 19,792 | 1,676,184 | 10,951 | 927,440 |
2024 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. |
2024 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, 2024: (i) PRSUs granted on February 7, 2022 and February 6, 2023 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 5, 2024 were subject to a performance condition and are therefore reported in the last two columns under Stock Awards. |
2024 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 2024.
2024 OPTION EXERCISES AND STOCK VESTED
2024 OPTION EXERCISES AND STOCK VESTED
2024 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 | 30,833 | $2,459,250 | 17,815(1) | $1,295,671(1) | | Jane J. Wang | 0 | 0 | 7,308 | 531,616 | | Jonathan M. Tisch | 22,150 | 1,542,748 | 17,815 | 1,295,671 | | Kenneth I. Siegel | 0 | 0 | 14,145 | 1,028,762 | | Richard W. Scott | 0 | 0 | 14,145 | 1,028,762 |
2024 OPTION EXERCISES AND STOCK VESTED
| (1) James S. Tisch deferred receipt of 100% of the RSU awards that vested in 2024. 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 (“Section 409A”); and (iii) a change in control (as defined in Section 409A). James S. Tisch retired on December 31, 2024 and the shares of common stock underlying the RSUs that vested in 2024 will be delivered to him following a six-month delay as required under Section 409A. |
2024 OPTION EXERCISES AND STOCK VESTED
| Loews Corporation 2025 Proxy Statement | 41 |
2024 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 the entire balance of their accumulated benefit under the Qualified Retirement Plan. 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 Jonathan M. Tisch and, prior to his retirement on December 31, 2024, James S. 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 for 2024 regarding pension benefits accrued for and paid to each of our named executive officers.
2024 PENSION BENEFITS
2024 PENSION BENEFITS
2024 PENSION BENEFITS
| Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit(1) | Payments During Last Fiscal Year | | James S. Tisch | Benefit Equalization Plan | 42 | $20,600,127 | $0 | | | Supplemental Benefit | | 1,694,958 | 0 | | Jane J. Wang | Benefit Equalization Plan | 13 | 238,058 | 0 | | Jonathan M. Tisch | Benefit Equalization Plan | 40 | 16,595,166 | 0 | | | Supplemental Benefit | | 1,694,958 | 0 | | Kenneth I. Siegel | Benefit Equalization Plan | 10 | 2,829,507 | 0 | | Richard W. Scott | Benefit Equalization Plan | 10 | 2,277,884 | 0 |
2024 PENSION BENEFITS
| (1) Present Value of Accumulated Benefit is as of December 31, 2024. 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 5.50% for the Benefit Equalization Plan and Supplemental Benefit; and (c) interest credits for 2025 and future years of 4.36% 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. |
2024 PENSION BENEFITS
| 42 | Loews Corporation 2025 Proxy Statement |
2024 PENSION BENEFITS
Nonqualified Deferred Compensation Employees whose cash compensation (base salary and bonus) exceeds the annual IRS compensation limit for 401(k) plans ($345,000 in 2024) are eligible to defer up to 75% of their base salary and 100% of their bonus on a tax-deferred basis under our Deferred Investment Plan. By annual election, a participant chooses the amount to be deferred, the duration of the deferral and whether to receive distributions of deferred amounts in a single payment or in equal annual installments over a period of up to 15 years. In addition, we make annual contributions to the accounts of eligible employees equal to 5% of the participant’s annual cash compensation that exceeds the annual IRS compensation limit for 401(k) plans. Account balances may be allocated by participants among a number of investment funds available under the plan. The Deferred Investment Plan is a nonqualified, unfunded plan under the Internal Revenue Code and the Employee Retirement Income Security Act of 1974 (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); and (iii) a change in control (as defined in Section 409A). The following tables show information for 2024 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) | | | | 2024 | $7,069,657 | $7,651,106 | $5,008,546 | $5,433,725 | $196.96 | $239.21 | $1,414 | $1,865 | | 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
| Loews Corporation 2025 Proxy Statement | 45 |
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. We identified the median employee used for our 2022 pay ratio disclosures using a determination date of December 31, 2022. Under 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 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. 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 and therefore used the same median employee for our 2023 pay ratio disclosure. However, because that employee received a promotion and material increase in total compensation for 2024, in accordance with SEC rules, we selected a new median employee for 2024 who was in a similar role and had substantially similar compensation in 2022 to the median employee previously used for our 2022 and 2023 pay ratio disclosures. For 2024, the annual total compensation of our Chief Executive Officer, which is equal to the total compensation amount reflected in the Summary Compensation Table above, and the median employee is $7,069,657 and $66,345, respectively. This results in a CEO pay ratio of approximately 107:1. Given the numerous different methodologies, assumptions, adjustments and estimates that companies may apply as permitted under SEC rules, this information may not be an appropriate basis for comparison between different companies.
DISCUSSION OF PAY VERSUS PERFORMANCE TABLE
| 46 | Loews Corporation 2025 Proxy Statement |
2025 Incentive Compensation Plan
2025 Incentive Compensation Plan
2025 Incentive Compensation Plan
| Section | | Page | | 1. | PURPOSES; PRIOR PLAN. | 1 | | 2. | DEFINITIONS AND RULES OF CONSTRUCTION. | 1 | | 3. | ADMINISTRATION. | 4 | | 4. | ELIGIBILITY. | 5 | | 5. | STOCK SUBJECT TO THIS PLAN. | 5 | | 6. | SPECIFIC TERMS OF AWARDS. | 6 | | 7. | GENERAL PROVISIONS. | 9 |
2025 Incentive Compensation Plan
2025 Incentive Compensation Plan
2025 Incentive Compensation Plan
| 1. | PURPOSES; PRIOR PLAN. |
2025 Incentive Compensation Plan
The purposes of this 2025 Incentive Compensation Plan are to attract, motivate and retain employees, non-employee directors and independent contractors of any member of the Company Group who receive Awards. This Plan also is designed to encourage stock ownership by such persons, thereby aligning their interests with those of the Company’s shareholders. From and after the Effective Date, this Plan replaces the Prior Plan. Awards outstanding under the Prior Plan will remain in full force and effect in accordance with their terms following the Effective Date.
2025 Incentive Compensation Plan
| 2. | DEFINITIONS AND RULES OF CONSTRUCTION. |
2025 Incentive Compensation Plan
For purposes of this Plan, the following terms have the meanings set forth below:
2025 Incentive Compensation Plan
| (a) “Affiliate” means a Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Person specified. |
2025 Incentive Compensation Plan
| (b) “Award” means an award of Restricted Stock Units, Restricted Stock, Options, SARs, Other Stock-Based Awards or Cash-Based Awards made pursuant to this Plan. |
2025 Incentive Compensation Plan
| (c) “Award Terms” means any written agreement, contract or other instrument or document evidencing an Award. |
2025 Incentive Compensation Plan
| (d) “Beneficial Owner” has the meaning set forth in Rule 13d-3 under the Exchange Act. |
2025 Incentive Compensation Plan
| (e) “Board” means the Board of Directors of the Company. |
2025 Incentive Compensation Plan
| (f) “Cash-Based Award” means an Award pursuant to Section 6(b)(iv), payable in cash and other than an Other Stock-Based Award, which may be subject to a period of continued service, the attainment of Performance Goals and/or other terms and conditions as determined by the Committee and consistent with this Plan, as provided in the applicable Award Terms. |
2025 Incentive Compensation Plan
| (g) “Cause” means, unless otherwise defined in an employment or engagement agreement between a Grantee and any member of the Company Group or in the applicable Award Terms: (i) a Grantee’s conviction of, or plea of guilty or no contest to, any felony or any crime involving fraud, dishonesty or moral turpitude under federal law or the law of the state in which such action occurred, (ii) a Grantee’s attempted commission of, or participation in, a fraud or theft against any member of the Company Group or any third party engaged by any member of the Company Group, (iii) a Grantee’s engagement in gross misconduct or dishonesty in the course of fulfilling a Grantee’s employment, engagement or directorial duties, (iv) a Grantee’s willful and deliberate failure to perform the Grantee’s employment, engagement or directorial duties in any material respect (other than failure resulting from incapacity due to mental or physical illness or injury or from any permitted leave required by law), (v) a Grantee’s material violation of any contract or agreement between the Grantee and any member of the Company Group or any written policy of any member of the Company Group or (vi) such other events as may be determined in good faith by the Committee. The Committee will have the sole discretion to determine whether Cause exists, and its determination will be final. |
2025 Incentive Compensation Plan
| (h) “Change in Control” means: |
2025 Incentive Compensation Plan
| (i) any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then-outstanding securities, provided, however, that the event described in this paragraph (i) will not be a Change in Control by virtue of the ownership, or acquisition, of the Company’s then-outstanding securities (A) by any member of the Company Group, (B) by any underwriter temporarily holding securities pursuant to an offering of such securities or (C) pursuant to a Non-Qualifying Transaction (as defined below); |
2025 Incentive Compensation Plan
| (ii) the following individuals cease for any reason to constitute a majority of the Board: individuals who, immediately following the Effective Date, constitute the Board and any new director (other |
2025 Incentive Compensation Plan
than a director whose initial assumption of office is in connection with an actual or threatened election contest, including a consent solicitation, relating to the election of directors of the Company) whose appointment or nomination for election to the Board was approved or recommended by a vote of at least two-thirds of the directors then still in office who either were directors immediately following the Effective Date or whose appointment or nomination for election was previously so approved or recommended;
2025 Incentive Compensation Plan
| (iii) | the consummation of a merger, consolidation or similar form of corporate transaction of the Company or any direct or indirect subsidiary of the Company with any other corporation or of a sale or disposition by the Company or all or substantially all of the Company’s assets (each, including a series of integrated transactions, a “Business Combination”), unless immediately following the Business Combination, (A) the individuals who constitute the Board immediately before the Business Combination constitute at least a majority of the board of directors of the entity surviving the Business Combination or the ultimate parent of it, as applicable (the “Surviving Corporation”), (B) no Person is or becomes the Beneficial Owner, directly or indirectly, of more than 50% of the combined voting power of the Surviving Corporation’s then-outstanding securities and (C) the Beneficial Owners of Stock immediately before the Business Combination own, directly or indirectly, immediately following the Business Combination, more than 50% of the combined voting power of the Surviving Corporation’s then-outstanding securities in substantially the same proportion (each transaction that satisfies all of the criteria described in (A) − (C), a “Non-Qualifying Transaction”); or |
2025 Incentive Compensation Plan
| (iv) the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company. |
2025 Incentive Compensation Plan
| (i) “Code” means the Internal Revenue Code of 1986. |
2025 Incentive Compensation Plan
| (j) “Committee” means the Compensation Committee of the Board, unless the Board otherwise determines. The Compensation Committee will be constituted solely by directors who are (i) “non-employee directors” under Rule 16b-3 of the Exchange Act and (ii) “independent directors” pursuant to New York Stock Exchange requirements, in each case unless the Board otherwise determines. |
2025 Incentive Compensation Plan
| (k) “Company” means Loews Corporation. |
2025 Incentive Compensation Plan
| (l) “Company Group” means the Company and each of its Subsidiaries and Affiliates. |
2025 Incentive Compensation Plan
| (m) “Designated Beneficiary” means the beneficiary or beneficiaries designated by the Grantee on the Company’s stock plan administrator’s platform from time to time. |
2025 Incentive Compensation Plan
| (n) “Disability” has the meaning, unless otherwise defined in an employment or engagement agreement between a Grantee and any member of the Company Group or in the applicable Award Terms, set forth in Section 409A. |
2025 Incentive Compensation Plan
| (o) “Effective Date” means the date on which this Plan is approved by the shareholders of the Company. |
2025 Incentive Compensation Plan
| (p) “Exchange Act” means the Securities Exchange Act of 1934. |
2025 Incentive Compensation Plan
| (q) “Fair Market Value” means a price that is based on the opening, closing, actual, high, low or average selling prices of a share of Stock reported on the New York Stock Exchange or other established stock exchange (or exchanges) on the applicable date, the preceding trading day, the next succeeding trading day or an average of trading days, as determined by the Committee. Unless the Committee determines otherwise or as otherwise set forth in this Plan, Fair Market Value will be equal to the reported closing price of a share of Stock on the trading day prior to the applicable date on the principal stock exchange on which the shares of Stock are then traded or, if no shares of Stock have traded on such exchange on such date, then on the most recent date on which shares of Stock have traded on such stock exchange. In the event shares of Stock are not publicly traded at the time a determination of their value is required to be made, the determination of Fair Market Value will be made by the Committee in such manner as it deems appropriate. |
2025 Incentive Compensation Plan
| (r) “Good Reason” means, unless otherwise defined in an employment or engagement agreement between a Grantee and any member of the Company Group or in the applicable Award Terms: (i) a reduction of 10% or more of the Grantee’s annual base salary (but not including any diminution related to a broader |
2025 Incentive Compensation Plan
compensation reduction that is not limited to any particular employee or executive), (ii) a required relocation of the Grantee’s primary work location to a location more than 50 miles from the Grantee’s current primary work location or (iii) a material diminution in the Grantee’s authority, duties or responsibilities; provided, however, that such reduction, required relocation or diminution in clauses (i) through (iii) above will not constitute Good Reason unless the Grantee has notified the Company in writing describing the reduction, required relocation or diminution within 30 business days of its initial occurrence and the Company has failed to cure the reduction, required relocation or diminution within 30 business days after the Company’s receipt of the written notice.
2025 Incentive Compensation Plan
| (s) “Grantee” means any employee, non-employee director or independent contractor of any member of the Company Group who has been granted an Award under this Plan. |
2025 Incentive Compensation Plan
| (t) “ISO” means any Option intended to be and designated as an incentive stock option within the meaning of Section 422 of the Code. |
2025 Incentive Compensation Plan
| (u) “NQSO” means any Option that is not an ISO. |
2025 Incentive Compensation Plan
| (v) “Option” means a right pursuant to Section 6(b)(i) to purchase shares of Stock, which may be subject to a period of continued service, the attainment of Performance Goals and/or other terms and conditions as determined by the Committee and consistent with this Plan, as provided in the applicable Award Terms. An Option may be either an ISO or an NQSO. |
2025 Incentive Compensation Plan
| (w) “Other Stock-Based Award” means an Award pursuant to Section 6(b)(iv) that may be denominated or payable in, valued in whole or in part by reference to, and/or otherwise based on or related to, Stock, including unrestricted Stock, deferred stock units and dividend equivalents, each of which may be subject to a period of continued service, the attainment of Performance Goals and/or other terms and conditions as determined by the Committee and consistent with this Plan, as provided in the applicable Award Terms. |
2025 Incentive Compensation Plan
| (x) “Performance Goals” means the performance goal(s) established by the Committee in connection with the grant of any Awards, which may be payable based on the level of attainment of criteria determined by the Committee from time to time, and as may be adjusted, modified or amended by the Committee, at any time, retrospectively or prospectively. Any Performance Goals may be measured in absolute terms or relative to historic performance, the performance of other companies or other indices. Following the completion of each performance period, the Committee will have the sole discretion to determine whether the applicable Performance Goals have been met with respect to a Grantee and, if they have, will determine the amount payable under the applicable Award. |
2025 Incentive Compensation Plan
| (y) “Person” has the meaning given in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) of the Exchange Act. |
2025 Incentive Compensation Plan
| (z) “Plan” means this 2025 Incentive Compensation Plan. |
2025 Incentive Compensation Plan
| (aa) “Prior Plan” means the Loews Corporation 2016 Incentive Compensation Plan. |
2025 Incentive Compensation Plan
| (bb) “Restricted Stock” means an Award pursuant to Section 6(b)(ii), payable in shares of Stock, which may be subject to a period of continued service, the attainment of Performance Goals and/or other terms and conditions as determined by the Committee and consistent with this Plan, as provided in the applicable Award Terms. |
2025 Incentive Compensation Plan
| (cc) “Restricted Stock Unit” means an Award pursuant to Section 6(b)(iii), providing for the right to receive shares of Stock or cash in an amount measured by reference to the value of Stock, which may be subject to a period of continued service, the attainment of Performance Goals and/or other terms and conditions as determined by the Committee and consistent with this Plan, as provided in the applicable Award Terms. |
2025 Incentive Compensation Plan
| (dd) “Retirement” means, unless otherwise defined in an employment or engagement agreement between a Grantee and any member of the Company Group or in the applicable Award Terms: a Termination by the Grantee occurring on or after the Grantee attains either (i) age 55 with 10 years of service or (ii) age 60 with five years of service; provided, however, Retirement will not include a Termination by the Company for Cause. For purposes of this definition, service of the Grantee with any corporation or other entity that is the |
2025 Incentive Compensation Plan
successor of the Company will be deemed service with the Company. Unless otherwise provided in an engagement agreement between a Grantee and any member of the Company Group, a Termination by an independent contractor or a non-employee director will in no event be considered a Retirement.
2025 Incentive Compensation Plan
| (ee) “Rule 16b-3” means Rule 16b-3 under Section 16 of the Exchange Act. |
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| (ff) “Section 409A” means Section 409A of the Code. |
2025 Incentive Compensation Plan
| (gg) “Securities Act” has the meaning set forth in Section 7(i)(iii). |
2025 Incentive Compensation Plan
| (hh) “Share Limit” has the meaning set forth in Section 5(a). |
2025 Incentive Compensation Plan
| (ii) “Stock” means shares of common stock of the Company, par value $0.01 per share. |
2025 Incentive Compensation Plan
| (jj) “Stock Appreciation Right” or “SAR” means an Award pursuant to Section 6(b)(i), payable in cash or Stock, that entitles a Grantee upon exercise to the excess of the Fair Market Value over the base price established in respect of the underlying Stock, which may be subject to a period of continued service, the attainment of Performance Goals and/or other terms and conditions as determined by the Committee and consistent with this Plan, as provided in the applicable Award Terms. |
2025 Incentive Compensation Plan
| (kk) “Subsidiary” means any entity in which the Company, directly or indirectly, owns stock or other equity interests possessing more than 50% of the combined voting power of all classes of the then outstanding stock or other equity interests. |
2025 Incentive Compensation Plan
| (ll) “Taxes” has the meaning set forth in Section 7(e). |
2025 Incentive Compensation Plan
| (mm) “Ten Percent Shareholder” means a person owning Stock possessing more than 10% of the total combined voting power of all classes of stock of the Company and of any Subsidiary. |
2025 Incentive Compensation Plan
| (nn) “Term” means the period beginning on the date of grant of an Award and ending on the date the Award expires pursuant to this Plan and the applicable Award Terms, as determined in accordance with Section 6(a). |
2025 Incentive Compensation Plan
| (oo) “Termination” of a Grantee will be considered to have occurred at the point in time that the Grantee ceases, for any reason, to be an employee, independent contractor or non-employee director of any member of the Company Group, including as a result of the fact that the entity by which such Grantee is employed or engaged or of which such Grantee is a director has ceased to be affiliated with the Company. |
2025 Incentive Compensation Plan
| (pp) “Treasury Regulations” means the regulations promulgated under the Code by the United States Treasury Department. |
2025 Incentive Compensation Plan
Whenever used in this Plan or the Award Terms, (i) references to actions or determinations by or authority of the Committee will be to actions or determinations by or authority of the Committee in its discretion; (ii) the words “include”, “includes” and “including” will be deemed to be followed by the words “without limitation”; (iii) references to a statute, rule or regulation are to the statute, rule or regulation, as amended, modified, supplemented or replaced from time to time, and in all cases include any applicable ruling, court case, interpretive guidance or other requirement established by a governmental authority, agency or stock exchange (and, in the case of statutes, include any rules and regulations promulgated under the statute); (iv) references to any governmental authority include any successor to the governmental authority; (v) references to any entity include any corporation, limited liability company, partnership, association, business trust and similar organization and include any governmental authority, and in all cases include any successor thereto; (vi) applicable law will include any tax law that imposes requirements in order to avoid adverse tax consequences; (vii) references to a contract, agreement or plan are to the contract, agreement or plan as amended, modified, supplemented or replaced from time to time; and (viii) the singular form of a word will be deemed to include the plural form, unless the context requires otherwise. Unless the text indicates otherwise, references to sections are to sections of this Plan.
2025 Incentive Compensation Plan
| 3. | ADMINISTRATION. |
2025 Incentive Compensation Plan
| (a) This Plan will be administered by the Committee. Any power of the Committee may also be exercised by the Board and in such event, references herein to the Committee will be deemed to refer to the Board. The Committee may also delegate to any person who is not a member of the Committee, or to any administrative |
2025 Incentive Compensation Plan
group within the Company Group, any of its powers, responsibilities or duties. In delegating its authority, the Committee will consider the extent to which any delegation may cause Awards to fail to meet the requirements of Rule 16(b)-3(d)(1) or Rule 16(b)-3(e) under the Exchange Act.
2025 Incentive Compensation Plan
| (b) The decision of the Committee as to all questions of interpretation and application of this Plan will be final, binding and conclusive on all persons. The Committee will have the authority to administer this Plan and to exercise all the power and authority either specifically granted to it under this Plan or necessary or advisable in the administration of this Plan, including the authority to grant Awards; to determine the persons to whom and the time(s) at which Awards will be granted; to determine the type and number of Awards to be granted, the number of shares of Stock to which an Award may relate and the terms, conditions, period of continued service, Performance Goals and/or other restrictions relating to any Award; to determine whether, to what extent, and under what circumstances an Award may be settled, deferred (either automatically or at the election of the Grantee or of the Committee), canceled, forfeited, accelerated, exchanged and/or surrendered; to make adjustments in the terms and conditions (including periods of continued service and/or Performance Goals) applicable to Awards; to construe and interpret this Plan and any Award; to prescribe, amend and rescind rules and regulations relating to this Plan; to determine the terms and provisions of the Award Terms (which need not be identical for each Grantee); to correct any defect or supply any omission or reconcile any inconsistency in this Plan or in the Award Terms; and to make all other determinations deemed necessary or advisable for the administration of this Plan. No Board or Committee member or any person to whom the Committee delegates its powers, responsibilities or duties will be liable for any action or determination made with respect to this Plan or any Award. |
2025 Incentive Compensation Plan
| (c) Unless otherwise specified, (i) in the event of conflict between the terms of this Plan and any Award Terms, the Award Terms will control and (ii) in the event of a conflict between this Plan or Award Terms and an employment or engagement agreement between any member of the Company Group and the Grantee, the terms of such employment or engagement agreement will control; provided, however, that, in either case, this Plan will control to the extent amending this Plan to conform to such conflict would require shareholder approval under applicable law or under the rules of any stock exchange on which Stock is then listed. |
2025 Incentive Compensation Plan
| 4. | ELIGIBILITY. |
2025 Incentive Compensation Plan
Awards may be granted to employees, non-employee directors and independent contractors of any member of the Company Group; provided, that ISOs will be granted only to employees (including officers and directors who are also employees) of any member of the Company Group.
2025 Incentive Compensation Plan
| 5. | STOCK SUBJECT TO THIS PLAN. |
2025 Incentive Compensation Plan
| (a) Share Limit. Subject to adjustment as provided in this Plan, the maximum number of shares of Stock available for issuance under this Plan (the “Share Limit”) will be the sum of (i) six million (6,000,000) shares plus (ii) the number of shares that are forfeited under the Prior Plan following the Effective Date (including as a result of the termination or expiration prior to the exercise or vesting of any awards under the Prior Plan). Such shares may, in whole or in part, be authorized but unissued shares or shares that will have been or may be reacquired by the Company in the open market, in private transactions and/or otherwise. Any shares of Stock issued in respect of Awards will be counted against the Share Limit as one share for every one share subject to such Award. If any shares subject to an Award are forfeited, canceled, exchanged or surrendered or if an Award otherwise terminates or expires without a distribution of shares to the Grantee, the shares of Stock with respect to the Award will, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for Awards. Shares tendered by a Grantee or withheld by the Company in payment of the exercise price of an Option or to satisfy any Taxes with respect to an Award will not again be available for Awards. The payment of dividend equivalent rights in cash in conjunction with any outstanding Awards will not be counted against the Share Limit. |
2025 Incentive Compensation Plan
| (b) Director Limit. No non-employee director of the Board may receive, in respect of service as a non-employee director, in any fiscal year of the Company, any combination of Awards having an aggregate value, determined as of the grant dates of such Awards, of more than $500,000. |
2025 Incentive Compensation Plan
| (c) Adjustments. In the event of any stock dividend, stock split, extraordinary cash dividend or other distribution (whether in the form of cash, Stock, or other property), recapitalization, stock split, reverse split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or share exchange, or |
2025 Incentive Compensation Plan
other similar corporate transaction or event, the Committee will make adjustments to preserve the benefits or potential benefits of this Plan and outstanding Awards including such equitable changes or adjustments as it deems necessary or appropriate to any or all of (i) the number and kind of shares of Stock or other property (including cash) that may thereafter be issued in connection with Awards and/or the total number of Awards issuable, (ii) the number and kind of shares of Stock or other property issued or issuable in respect of outstanding Awards, (iii) the exercise price, grant price or purchase price relating to any Award and/or (iv) the Performance Goals; provided that, with respect to ISOs, any adjustment will be made in accordance with the provisions of Section 424(h) of the Code, and provided, further, that no adjustment will cause any Award which is or becomes subject to Section 409A to fail to comply with the requirements of such section.
2025 Incentive Compensation Plan
| (d) Substitution Awards. Awards may be granted from time to time in assumption or substitution of either outstanding awards granted by, or the right or obligation to make future awards of, an entity acquired by any member of the Company Group or with which any member of the Company Group combines. The terms and conditions of the assumed or substituted Awards so granted may vary from the terms and conditions set forth in this Plan to such extent as the Committee at the time of grant may deem appropriate to conform, in whole or in part, to the provisions of the award being assumed or substituted. If shares of Stock are issued under this Plan with respect to an Award granted under this Section, they will not count against the Share Limit. |
2025 Incentive Compensation Plan
| 6. | SPECIFIC TERMS OF AWARDS. |
2025 Incentive Compensation Plan
| (a) General. The Term of each Award will be for such period as may be determined by the Committee, but not more than 10 years. Subject to the terms of this Plan and any applicable Award Terms, payments to be made by the Company upon the grant, vesting or exercise of an Award may be made in such forms as the Committee will determine at the date of grant or thereafter, including cash, Stock and/or other property, and may be made in a single payment or transfer, in installments, or, subject to the requirements of Section 409A, on a deferred basis. |
2025 Incentive Compensation Plan
| (b) Awards. The Committee is authorized to grant Options, SARs, Restricted Stock, Restricted Stock Units, Other Stock-Based Awards and Cash-Based Awards. |
2025 Incentive Compensation Plan
| (i) Options and SARs. The Committee may grant Awards of Options or SARs, alone or in tandem with other Awards, which may be subject to a period of continued service, the attainment of Performance Goals and/or other terms and conditions as determined by the Committee and consistent with this Plan, as provided in the applicable Award Terms. |
2025 Incentive Compensation Plan
| (A) At the time of grant, the Award Terms evidencing the grant of an Option under this Plan will set forth (i) whether all or a part of the Option granted to an employee will be an ISO and (ii) the number of shares subject to such ISO; provided, that, (x) the aggregate Fair Market Value with respect to which ISOs are exercisable for the first time by an eligible employee during any fiscal year may not exceed $100,000 and (y) no ISO (other than an ISO that may be assumed or issued by the Company in connection with a transaction to which Section 424(a) of the Code applies) may be granted to a person who is not eligible to receive an ISO under the Code. |
2025 Incentive Compensation Plan
| (B) The exercise or base price per share of Stock underlying an Option or SAR will be determined by the Committee, but in no event will the exercise or base price per share of Stock underlying an Option or SAR be less than the Fair Market Value as of the date of grant of such Option or SAR (or, in the case of an ISO granted to a Ten Percent Shareholder, 110% of the Fair Market Value). |
2025 Incentive Compensation Plan
| (C) The purchase price of Stock as to which an Option is exercised will, subject to applicable law, be paid by a “net exercise” method where the Company will withhold from the delivery of shares of Stock for which the Option was exercised the number of shares of Stock having a Fair Market Value equal to the aggregate exercise price for the exercise of the Option. Notwithstanding the foregoing, subject to the approval of the Committee (which may be evidenced by the Award Terms), Grantees may elect to (i) pay the exercise price in cash and/or Stock or (ii) irrevocably authorize a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a sufficient portion of the sale proceeds to pay the exercise price; provided that such method will not cause adverse accounting consequences for the Company. |
2025 Incentive Compensation Plan
| (D) Options and SARs will be exercisable over the Term, which will not exceed 10 years from the date of grant (or in the case of an ISO granted to a Ten Percent Shareholder, five years), at such times and |
2025 Incentive Compensation Plan
upon such conditions as the Committee may determine, as reflected in the applicable Award Terms. An Option or SAR may be exercised to the extent of any or all full shares of Stock as to which the Option or SAR has become exercisable, by giving written notice of such exercise to the Committee or its designated agent.
2025 Incentive Compensation Plan
| (E) Upon the Termination of a Grantee, the Options or SARs granted to the Grantee, to the extent that they are exercisable at the time of such Termination, will remain exercisable for the period as may be provided in the applicable Award Terms, but in no event following the expiration of their respective Terms. Upon the Termination of a Grantee, any unexercisable Options or SARs will be forfeited, unless otherwise provided in the applicable Award Terms. |
2025 Incentive Compensation Plan
| (F) No dividends or dividend equivalents will be granted in connection with a grant of Options or SARs. |
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| (G) Notwithstanding any other provision of this Plan (other than this Section), on the last trading day on which all or a portion of an outstanding Option and/or SAR may be exercised, if as of the close of trading on such day the Fair Market Value (determined for this purpose as the reported closing price of a share of Stock on such day) exceeds the per share exercise price of the Option and/or SAR by at least $0.50, the Grantee will be deemed to have automatically exercised such Option and/or SAR (to the extent it has not previously been exercised or forfeited) as of the close of trading in accordance with the provisions of this Section. This Section will not apply to any Option and/or SAR to the extent that the Committee determines that this Section causes the Option and/or SAR to fail to qualify for favorable tax treatment under applicable law. The Company may determine to cease automatically exercising Options and/or SARs at any time. |
2025 Incentive Compensation Plan
| (ii) Restricted Stock. The Committee may grant or offer for sale Awards of Restricted Stock, alone or in tandem with other Awards, which may be subject to a period of continued service, the attainment of Performance Goals and/or other terms and conditions as determined by the Committee and consistent with this Plan, as provided in the applicable Award Terms. |
2025 Incentive Compensation Plan
| (A) The Committee will determine the price, if any, to be paid by the Grantee for each share of Restricted Stock. |
2025 Incentive Compensation Plan
| (B) Except as provided in the applicable Award Terms, no shares of Restricted Stock may be assigned, transferred, or otherwise encumbered or disposed of by the Grantee until the restrictions subject to the Award have lapsed in accordance with the applicable Award Terms. |
2025 Incentive Compensation Plan
| (C) Unless otherwise provided in the applicable Award Terms, a Grantee will have the right to vote and receive dividends on Restricted Stock granted under this Plan. Unless otherwise provided in the applicable Award Terms, any dividend on Restricted Stock will be retained and paid to the Grantee only upon the vesting of Restricted Stock to which the dividend is attributable. |
2025 Incentive Compensation Plan
| (D) Upon the Termination of a Grantee, Restricted Stock granted to such Grantee, including all dividends retained by the Company with respect thereto, will be forfeited, unless otherwise provided in the applicable Award Terms. |
2025 Incentive Compensation Plan
| (iii) | Restricted Stock Units. The Committee may grant Restricted Stock Units, alone or in tandem with other Awards, which may be subject to a period of continued service, the attainment of Performance Goals and/or other terms and conditions as determined by the Committee and consistent with this Plan, as provided in the applicable Award Terms. |
2025 Incentive Compensation Plan
| (A) Subject to the requirements of Section 409A, Restricted Stock Units may provide the Grantee with the right to receive dividend equivalents with respect to Stock subject to the Award on such terms and conditions as determined by the Committee and provided in the applicable Award Terms. Unless otherwise provided in the applicable Award Terms, any dividend equivalent on Restricted Stock Units will be retained and paid to the Grantee only upon the vesting of the Restricted Stock Units to which the dividend equivalent is attributable. |
2025 Incentive Compensation Plan
| (B) Upon the Termination of a Grantee, Restricted Stock Units granted to such Grantee, including all dividend equivalents retained by the Company with respect thereto, will be forfeited, unless otherwise provided in the applicable Award Terms. |
2025 Incentive Compensation Plan
| (iv) Other Stock-Based Awards and Cash-Based Awards. The Committee may grant Other Stock-Based Awards and Cash-Based Awards, alone or in tandem with other Awards, which may be subject to a period of continued service, the attainment of Performance Goals and/or other terms and conditions as determined by the Committee and consistent with this Plan, as provided in the applicable Award Terms. |
2025 Incentive Compensation Plan
| (c) Change in Control. Unless otherwise provided in the applicable Award Terms: |
2025 Incentive Compensation Plan
| (i) Continuation/Assumption/Substitution of Awards. With respect to each outstanding Award that is continued, assumed or substituted in connection with a Change in Control: |
2025 Incentive Compensation Plan
| (A) As of the date of the Change in Control, any outstanding Awards subject to the achievement of Performance Goals will be deemed to be achieved as of the date of the Change in Control at the target performance level with respect to all open performance periods (unless the Committee determines to apply a higher achievement level) and will cease to be subject to any further performance conditions, but will continue to be subject to any period of continued service following the Change in Control in accordance with the applicable vesting date(s) set forth in the applicable Award Terms. |
2025 Incentive Compensation Plan
| (B) If the Grantee is Terminated by any member of the Company Group without Cause or resigns with Good Reason, in either case, within 18 months following such Change in Control, then each Award granted prior to a Change in Control will become fully vested (including the lapsing of all restrictions and conditions) and, (i) in the case of Awards other than Options and SARs, will be settled as soon as reasonably practicable, but in no event later than 10 days following the Grantee’s Termination, and (ii) in the case of Options and SARs, will become fully exercisable throughout their respective Terms. |
2025 Incentive Compensation Plan
However, in the case of Awards other than Options and SARs, if the Change in Control does not constitute a change in ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company under Section 409A, and if the Company determines the Award constitutes deferred compensation subject to Section 409A, then the Company will pay such Award on its scheduled payment date (which may be a “separation from service” within the meaning of Section 409A), but in no event more than 90 days following the scheduled payment date.
2025 Incentive Compensation Plan
| (ii) No Continuation/Assumption/Substitution of Awards. With respect to each outstanding Award that is not continued, assumed or substituted in connection with a Change in Control: |
2025 Incentive Compensation Plan
| (A) As of the date of the Change in Control, any outstanding Awards subject to the achievement of Performance Goals will be deemed to be achieved as of the date of the Change in Control at the target performance level with respect to all open performance periods (unless the Committee determines to apply a higher achievement level). |
2025 Incentive Compensation Plan
| (B) Immediately prior to the occurrence of the Change in Control, each Award granted prior to a Change in Control (i) that is not an Option or SAR will become fully vested (including the lapsing of all restrictions and conditions) and settled as soon as reasonably practicable, but in no event later than 10 days following the date of the Change in Control and (ii) that is an Option or SAR will be deemed exercised in full. |
2025 Incentive Compensation Plan
However, in the case of Awards other than Options and SARs, if the Change in Control does not constitute a change in ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company under Section 409A, and if the Company determines the Award constitutes deferred compensation subject to Section 409A, then the Company will pay such Award on its scheduled payment date (which may be a “separation from service” within the meaning of Section 409A), but in no event more than 90 days following the scheduled payment date.
2025 Incentive Compensation Plan
| (iii) | Continued/Assumed/Substituted. For purposes of this Section, an Award will be considered continued, assumed or substituted if, following the Change in Control, the Award (A) is based on shares of common stock that are traded on an established U.S. securities market; (B) provides the Grantee with rights and |
2025 Incentive Compensation Plan
entitlements substantially equivalent to or better than the rights, terms and conditions applicable to such Award, including an identical or better exercise or vesting schedule and methods of payment; and (C) has substantially equivalent economic value (intrinsic value in the case of an Option or SAR) to such Award (determined on the date of the Change in Control).
2025 Incentive Compensation Plan
| (iv) Cashout of Awards. Notwithstanding any other provision of this Plan, the Committee may provide that any outstanding Award that is not continued, assumed or substituted in connection with a Change in Control, except as would otherwise result in adverse tax consequences under Section 409A, will, immediately upon the occurrence of a Change in Control, be canceled in exchange for a payment in cash or securities equal to the value of the Award (where in the case of Options and SARs, the value of such Awards, if any, is equal to their intrinsic value, if any, as determined by the Committee). Without limiting the generality of the foregoing, in the event that the consideration paid per share in the Change in Control is less than or equal to the exercise price, base price or purchase price per share of an Award, then the Committee may cancel such Award without any consideration upon the occurrence of a Change in Control. |
2025 Incentive Compensation Plan
| 7. | GENERAL PROVISIONS. |
2025 Incentive Compensation Plan
| (a) Heirs and Successors. The terms of this Plan will be binding upon, and inure to the benefit of, the Company and its successors and assigns. |
2025 Incentive Compensation Plan
| (b) Transferability. Awards granted under this Plan may not be assigned, transferred or otherwise encumbered or disposed of, except (i) as designated by the Grantee by will or by the laws of descent and distribution or (ii) as otherwise expressly permitted by the Committee. Any assignment, transfer, encumbrance or disposition in violation of the provisions of this Section will be null and void. If any rights exercisable by a Grantee or benefits deliverable to a Grantee under any Award Terms have not been exercised or delivered, respectively, at the time of the Grantee’s death, such rights will be exercisable by and benefits delivered to the Designated Beneficiary in accordance with the provisions of the applicable Award Terms and this Plan. All Options and SARs will be exercisable, subject to the terms of this Plan, only by the Grantee or any person to whom such Option or SAR is transferred pursuant to this Section, it being understood that the term Grantee will include such transferee for purposes of the exercise provisions contained herein. |
2025 Incentive Compensation Plan
| (c) No Right to Continued Employment. Nothing in this Plan, any Award Terms or other agreement entered into between a Grantee and any member of the Company Group will confer upon any Grantee the right to (i) continue in the employ or service of any member of the Company Group, (ii) be entitled to any remuneration or benefits not set forth in this Plan, any Award Terms or other written agreement or (iii) interfere with or limit in any way the right of any member of the Company Group to terminate such Grantee’s employment or service (for any reason or no reason). |
2025 Incentive Compensation Plan
| (d) No Implied Rights. Neither a Grantee nor any other Person will, by reason of participation in this Plan or otherwise, acquire any right in or title to any assets, funds or property of the Company Group whatsoever, including any specific funds, assets, or other property which any member of the Company Group may set aside in anticipation of a liability under this Plan. A Grantee will only have the rights of a general unsecured creditor of the Company and nothing contained in this Plan will constitute a guarantee that the assets of the Company will be sufficient to pay any benefits to any Person. |
2025 Incentive Compensation Plan
| (e) Taxes. Any member of the Company Group is authorized to withhold from any Award and any payment relating to any Award, including from a delivery of Stock, the maximum applicable Federal, state, local and, if applicable, foreign income and employment tax and social insurance withholding requirements (collectively, “Taxes”) arising from the grant, vesting, delivery and/or exercise of such Award, and to take such other action as the Committee may deem advisable to enable the Company and the Grantee to satisfy obligations for Taxes. In the cases of (i) delivery of Stock on vesting of a Restricted Stock Unit or the exercise of an Option or SAR and (ii) vesting of Restricted Stock, the Company will withhold from the delivery or vesting the number of shares of Stock having a Fair Market Value equal to the applicable Taxes. Notwithstanding the foregoing, subject to the approval of the Committee (which may be evidenced by the Award Terms), Grantees may elect to (i) pay Taxes in cash and/or Stock or (ii) irrevocably authorize a third |
2025 Incentive Compensation Plan
party to sell shares of Stock (or a sufficient portion of the shares) held by the Grantee to remit to the Company a sufficient portion of the sale proceeds to pay Taxes; provided that such method will not cause adverse accounting consequences for the Company and is permitted under applicable withholding rules in satisfaction of a Grantee’s Tax obligations.
2025 Incentive Compensation Plan
| (f) Shareholder Approval; Amendment and Termination. This Plan will take effect on the Effective Date. The Committee may amend, alter or discontinue this Plan or any outstanding Awards, but no amendment, alteration or discontinuation will be made that would (i) impair the rights of a Grantee under any outstanding Awards without such Grantee’s consent or (ii) require shareholder approval under applicable law or under the rules of any stock exchange on which Stock is then listed (unless such shareholder approval is obtained). Unless earlier terminated by the Committee pursuant to the provisions of this Plan, this Plan will terminate on the tenth anniversary of the Effective Date. No Awards will be granted under this Plan after such termination date; provided that Awards granted prior to such termination date will continue in effect following such termination date in accordance with their terms. |
2025 Incentive Compensation Plan
| (g) No Rights to Awards; No Shareholder Rights; Waiver of Claims. No individual will have any claim to be granted an Award and there is no obligation for uniformity of treatment of Grantees. Except as provided specifically herein, a Grantee or a transferee of an Award will have no rights as a shareholder with respect to any shares covered by the Award until the date of the issuance of such shares. In consideration of a Grantee’s receipt of any Award, the Grantee expressly waives any right to contest the amount of any Award; any Award Terms; any determination, action or omission by the Committee or the Board; or any amendment to this Plan or any Award Terms (other than an amendment to this Plan or any Award Terms to which the Grantee’s consent is expressly required by the applicable Award Terms or this Plan). Nothing contained in this Plan, and no action taken pursuant to its provisions, will create or be construed to create a trust of any kind or a fiduciary relationship between any member of the Company Group and any Grantee. This Plan is not intended to be subject to the Employee Retirement Income Security Act of 1974. |
2025 Incentive Compensation Plan
| (h) No Fractional Shares. No fractional shares of Stock will be issued or delivered with respect to any Award. The Committee will determine whether cash, other Awards or other property will be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto will be forfeited or otherwise eliminated. |
2025 Incentive Compensation Plan
| (i) Regulations and Other Approvals. |
2025 Incentive Compensation Plan
| (i) The obligation of the Company to sell or deliver Stock with respect to any Award granted under this Plan will be subject to all applicable laws and the obtaining of all such approvals by governmental agencies as may be deemed necessary or appropriate by the Committee. |
2025 Incentive Compensation Plan
| (ii) Each Award is subject to the requirement that, if at any time the Committee determines that the listing, registration or qualification of Stock issuable pursuant to this Plan is required by any securities exchange or under applicable laws, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the grant of an Award or the issuance of Stock, no such Award will be granted or Stock issued, in whole or in part, unless listing, registration, qualification, consent or approval has been effected or obtained free of any conditions not acceptable to the Committee. |
2025 Incentive Compensation Plan
| (iii) | In the event that the disposition of Stock acquired pursuant to this Plan is not covered by a then-current registration statement under the Securities Act of 1933 (the “Securities Act”), and is not otherwise exempt from such registration, such Stock will be restricted against transfer to the extent required by the Securities Act, and the Committee, as applicable, may cause appropriate legends to be inscribed on the applicable stock certificates or appropriate restrictions to be evidenced if such stock is held in book-entry form, and/or to require a Grantee to represent to the Company in writing that the Stock acquired by such Grantee is acquired for investment only and not with an intent to distribute. |
2025 Incentive Compensation Plan
| (j) Section 409A. All Awards made under this Plan that are intended to be “deferred compensation” subject to Section 409A will be interpreted, administered and construed to comply with Section 409A, and all Awards made under this Plan that are intended to be exempt from Section 409A will be interpreted, administered and construed to comply with and preserve such exemption. The Committee will have the full authority to give effect to the intent of the prior sentence. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between this Plan and a provision of any Award or Award Terms, this Plan will govern. |
2025 Incentive Compensation Plan
| (i) Notwithstanding anything contained herein to the contrary, to the extent any Award made under this Plan constitutes “deferred compensation” subject to Section 409A, in each case to the extent required to comply with Section 409A: |
2025 Incentive Compensation Plan
| (A) the Grantee will not be considered to have terminated employment or service with any member of the Company Group for purposes of this Plan and no payment will be due to the Grantee until the Grantee would be considered to have incurred a “separation from service” from any member of the Company Group within the meaning of Section 409A; |
2025 Incentive Compensation Plan
| (B) for purposes of determining whether the Grantee has experienced a separation from service from the Company Group within the meaning of Section 409A, “Subsidiary” will mean a corporation or other entity in a chain of corporations or other entities in which each corporation or other entity, starting with the Company, has a controlling interest (within the meaning of Section 1.414(c)-2(b)(2)(i) of the Treasury Regulations, provided that the language “at least 20 percent” is used instead of “at least 80 percent” each place it appears in Section 1.414(c)-2(b)(2)(i) of the Treasury Regulations) in another corporation or other entity in the chain, ending with such corporation or other entity; |
2025 Incentive Compensation Plan
| (C) any payment due upon a Change in Control will be paid only if such Change in Control constitutes a “change in ownership” or “change in effective control” within the meaning of Section 409A, and in the event that such Change in Control does not constitute a “change in the ownership” or “change in the effective control” within the meaning of Section 409A, such Award will vest upon the Change in Control and any payment will be delayed until the first compliant date under Section 409A; |
2025 Incentive Compensation Plan
| (D) any payment to be made with respect to such Award in connection with the separation from service from any member of the Company Group (within the meaning of Section 409A) to a Grantee who is a “specified employee” (as defined in Section 409A), and any other payment that would be subject to the limitations in Section 409A(a)(2)(B), will be delayed until the first business day after the date that is six months following such separation from service (or death, if earlier) to the extent necessary to avoid the imposition of any individual tax and penalty interest charges imposed under Section 409A; |
2025 Incentive Compensation Plan
| (E) if the Award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), the Grantee’s right to the dividend equivalents will be treated separately from the right to other amounts under the Award; |
2025 Incentive Compensation Plan
| (F) each amount to be paid or benefit to be provided under this Plan will be construed as a separate identified payment for purposes of Section 409A; and |
2025 Incentive Compensation Plan
| (G) in no event will a Grantee, directly or indirectly, designate the calendar year in which a payment is made except in accordance with Section 409A. |
2025 Incentive Compensation Plan
| (ii) The Company makes no representation that any or all of the payments or benefits described in this Plan will be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment or benefit. The Grantee will be solely responsible for payment of any taxes and penalties incurred under Section 409A in connection with any Award. The Company Group and any of their respective officers, directors, employees and service providers (other than Grantees with respect to their own Awards) will have no liability for adverse consequences under Section 409A. |
2025 Incentive Compensation Plan
| (k) Recoupment. Awards will be subject to any clawback or recapture policy that any member of the Company Group may adopt from time to time to the extent provided in such policy or as required by law and, in accordance with such policy or law, may be subject to the requirement that the Awards be repaid to the Company after they have been distributed to the Grantee. |
2025 Incentive Compensation Plan
| (l) Prohibition on Repricing. In no event will the exercise price or base price with respect to an Option or SAR be reduced following the grant of such Award, nor will an Option or SAR be replaced with an Award that has a lower exercise price or base price, another type of Award or cash payment, in each case, without shareholder approval. |
2025 Incentive Compensation Plan
| (m) Right of Offset. The Company will have the right to offset against its obligation to deliver shares of Stock (or cash or other property) under this Plan or any Award Terms any outstanding amounts (including travel and entertainment or advance account balances, loans, repayment or clawback obligations under any Awards or this Plan or amounts repayable to any member of the Company Group pursuant to tax equalization, housing, automobile or other employee programs) that the Grantee then owes to any member of the Company Group and any amounts the Committee otherwise deems appropriate. Notwithstanding the foregoing, if an Award provides for the deferral of compensation within the meaning of Section 409A, the Committee will have no right to offset against its obligation to deliver Shares (or cash or other property) under this Plan or the applicable Award Terms if such offset could subject the Grantee to the additional tax imposed under Section 409A in respect of an outstanding Award. |
2025 Incentive Compensation Plan
| (n) Severability. If any of the provisions of this Plan or any Award Terms is finally held to be invalid, illegal or unenforceable (whether in whole or in part), such provision will be deemed modified to the extent, but only to the extent, of such invalidity, illegality or unenforceability and the remaining provisions will not be affected thereby; provided that if any of such provisions is finally held to be invalid, illegal, or unenforceable because it exceeds the maximum scope determined to be acceptable to permit such provision to be enforceable, such provision will be deemed to be modified to the minimum extent necessary to modify such scope in order to make such provision enforceable. This Plan, any Award Terms and any provisions relating to equity-based awards set forth in an employment or engagement agreement between a Grantee and any member of the Company Group (if any) contain the entire agreement of the parties with respect to the subject matter thereof and supersede all prior agreements, promises, covenants, arrangements, communications, representations and warranties between them, whether written or oral, with respect to the subject matter thereof. |
2025 Incentive Compensation Plan
| (o) Governing Law. This Plan and all determinations made and actions taken pursuant hereto will be governed by the laws of the State of New York without giving effect to its conflict of laws principles. |