Loews : 2024 Annual Report 2025 Proxy Statement

Published: 2025-04-02 07:10:05 ET L

9 West 57th Street

New York, NY 10019-2714

Notice of 2025

Annual Meeting of Shareholders

AGENDA:

1 To elect the eleven directors named in this proxy statement;

To approve, on an advisory basis, the company's executive compensation;

3 To ratify the appointment of our independent auditors for 2025;

4 To consider a proposal to approve the Loews Corporation 2025 Incentive Compensation Plan; and

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

DATE:

Tuesday, May 13, 2025

TIME:

11:00 a.m. New York City Time

PLACE:

Loews Regency New York Hotel 540 Park Avenue,

New York, New York 10065

RECORD DATE:

March 18, 2025

Shareholders of record at the close of business on March 18, 2025 are entitled to notice of and to vote at the meeting and any adjournment or postponement.

YOUR VOTE IS IMPORTANT. PLEASE VOTE AS PROMPTLY AS POSSIBLE BY USING THE INTERNET OR TELEPHONE, OR IF YOU RECEIVED A PAPER COPY OF THE PROXY MATERIALS, BY SIGNING, DATING AND RETURNING THE ACCOMPANYING PROXY CARD.

By order of the Board of Directors,

Marc A. Alpert

Senior Vice President, General Counsel and Secretary April 2, 2025

Table of Contents

Contents

Notice of 2025 Annual Meeting of

Compensation Committee Report

Shareholders

on Executive Compensation

Proxy Statement Summary

Compensation Committee Interlocks and Insider

Participation

Proposal No. 1: Election of Directors

2024 Executive Compensation Tables

Director Nominating Process

2024 Summary Compensation Table

Director Independence

Compensation Plans

Director Nominees

Pension Plans

Board Governance Information

Nonqualified Deferred Compensation

Corporate Governance

Pay Versus Performance

Board Leadership Structure

CEO Pay Ratio

Board Committees

Equity Compensation Plan Information

Board Evaluation Process

Proposal No. 3: Ratification of

Executive Sessions of Independent Directors

the Appointment of Our

Director Attendance at Meetings

Independent Auditors

Board Oversight of Risk Management

Audit Fees and Services

Share Ownership Guidelines for Directors

Auditor Engagement Pre-Approval Policy

Director Compensation

Audit Committee Report

Transactions with Related Persons

Proposal No. 4: Approval of the

Stock Ownership

Loews Corporation 2025 Incentive

Compensation Plan

Principal Shareholders

Summary of the 2025 Plan

Director and Officer Holdings

General Provisions

Proposal No. 2: Advisory Resolution

to Approve Executive Compensation

New Plan Benefits

Executive Compensation

U.S. Federal Income Tax Consequences

Compensation Discussion and Analysis

Additional Information

Executive Summary

Voting

Compensation Governance

Other Matters

Compensation Program Structure and Process

Submissions of Nominations or Other

Proposals for Our 2026 Annual Meeting

2024 Compensation to Our Named

Executive Officers

Communicating with Our Board

Other Considerations

Loews Corporation 2025 Incentive

Compensation Plan

Ex. A

We are providing this Proxy Statement in connection with the solicitation by our Board of Directors (our ''Board'') of proxies to be voted at our 2025 Annual Meeting of Shareholders (our ''Annual Meeting''), which will be held at the Loews Regency New York Hotel, 540 Park Avenue, New York, New York 10065, on Tuesday, May 13, 2025, at 11:00 a.m. New York City Time.

Our mailing address is 9 West 57th Street, New York, New York 10019. Please note that throughout this Proxy Statement we refer to Loews Corporation as ''we,'' ''us,'' ''our,'' ''Loews'' or the ''company.''

Information and reports on websites that we refer to in this Proxy Statement will not be deemed a part of, or otherwise incorporated by reference in, this Proxy Statement.

Proxy Statement Summary

Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting.

This Proxy Statement, our 2024 Annual Report, including our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 11, 2025, and the proxy card are available atwww.loews.com/reports.

AGENDA AND VOTING MATTERS

Proposal

Board Recommendation Page Reference

Proposal 1: Elect the eleven directors listed below

Proposal 2: Approve, on an advisory basis, the company's executive compensation Proposal 3: Ratify the appointment of the company's independent auditors for 2025 Proposal 4: Consider a proposal to approve the Loews Corporation 2025 Incentive Compensation Plan

FOR

5 22 48 51

Transact such other business as may properly come before the meeting or any adjournment or postponement thereof

DIRECTOR NOMINEES

Board Committee Membership Name & Title

Age 72 75 90 71

Director Since Audit Compensation Nominating & Governance

Executive

Ann E. Berman

Retired Senior Advisor to the President, Harvard University

2006

■

Charles D. Davidson

Partner, Quantum Capital Group

2015

■

Charles M. Diker Chairman, Diker Management, LLC

2003

■

Paul J. Fribourg

Chairman, President and CEO, Continental Grain Company Lead Independent Director

1997

■

CHAIR

Walter L. Harris

Former President and CEO, FOJP Service Corp. and Hospital Insurance Co.

2004

■

CHAIR

■

Jonathan C. Locker

President, Tiger Management

Susan P. Peters

Retired Chief Human Resources Officer, General Electric Company

48 71

2023 2018

■

CHAIR

Alexander H. Tisch

Vice President, Loews Corporation, President and Chief Executive Officer, Loews Hotels & Co

2025

■

Benjamin J. Tisch

President and Chief Executive Officer, Loews Corporation

James S. Tisch

Chairman of the Board, Retired President and Chief Executive Officer, Loews Corporation

42 72

2025 1986

■ ■

Anthony Welters

Founder, Chairman and CEO, CINQ Care Inc.

2013

■

Further information regarding our director nominees is included under the heading ''Director Nominees'' beginning on page 7.

Proxy Statement Summary

CORPORATE GOVERNANCE HIGHLIGHTS

Our corporate governance framework reinforces our goal of building long-term value for shareholders.

Board

▪ The Board has determined that all of our directors and nominees (other than

Independence

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

▪ All of our directors are elected annually.

to Shareholders

▪ 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

▪ Our Board consists of directors with a diverse mix of skills, experience and

Composition

backgrounds.

and Evaluation

▪ Our Board and Board committees undertake robust annual self-evaluations.

Board

▪ We have four Board committees - Audit, Compensation, Nominating and

Committees

Governance, and Executive.

▪ Each of our Audit, Compensation and Nominating and Governance Committees is

composed entirely of independent directors.

Leadership

▪ We have a separate Chief Executive Officer and Chairman of the Board.

Structure

▪ 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.

Proposal No. 1:

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:

▪ proxies will be voted for the election of a substitute nominee or nominees recommended by our Nominating and Governance Committee and approved by our Board; or

▪ our Board will adopt a resolution reducing the number of directors constituting our full Board.

Director Nominating Process

In evaluating potential director nominees for recommendation to our Board, our Nominating and Governance Committee seeks individuals with exceptional talent and ability and experience from a wide variety of backgrounds to provide a diverse spectrum of experience and expertise relevant to a diversified business enterprise such as ours.

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.

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:

▪ during the past three years the director has been an employee, or an immediate family member has been an executive officer, of Loews;

▪ the director or an immediate family member received, during any twelve-month period within the past three years, more than $120,000 in direct compensation from Loews, excluding director and committee fees, pension payments and certain forms of deferred compensation;

▪ the director is a current partner or employee or an immediate family member is a current partner of a firm that is Loews's internal or external auditor, an immediate family member is a current employee of such a firm and personally works on the company's audit or, within the last three years, the director or an immediate family member was a partner or employee of such a firm and personally worked on Loews's audit within that time;

▪ the director or an immediate family member has at any time during the past three years been employed as an executive officer of another company where any of Loews's present executive officers at the same time serves or served on that company's compensation committee; or

▪ the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, Loews for property or services in an amount which, in any of the last three years, exceeded the greater of $1 million or 2% of the other company's consolidated gross revenues.

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.

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.

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.

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'').

Charles M. Diker

AGE: 90

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.

DIRECTOR SINCE: 2003

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.

Paul J. Fribourg

AGE: 71

DIRECTOR SINCE: 1997

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.

Lead Director

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.

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.

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.

Susan P. Peters

AGE: 71

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.

DIRECTOR SINCE: 2018

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.

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.

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.

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.

Disclaimer

Loews Corporation published this content on April 02, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 02, 2025 at 11:09 UTC.