Governance Documents The following governance documents are available on our website in the “Investors/Media” section under “Governance” at www.loews.com and are available in print to any shareholder who requests a copy by writing to our Corporate Secretary:
| | | | The following governance documents are available on our website in the “Investors/Media” section under “Governance” at www.loews.com and are available in print to any shareholder who requests a copy by writing to our Corporate Secretary: | | | ◾▪ Corporate Governance Guidelines | ◾▪ Compensation Committee Charter | | | | ▪ Code of Business Conduct and Ethics ◾ Audit Committee Charter
| | | | ◾ Compensation Committee Charter
◾▪ Nominating and Governance Committee Charter
| | | | ▪ Audit Committee Charter | | | |
Board Leadership Structure Our Board’s current leadership structure consists of twoCo-Chairmen of the Board, Andrew H. Tisch and Jonathan M. Tisch, both of whom are members of the Office of the President, 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, and third member of its Office of the President, James S. Tisch, does not currently serve in a formal leadership capacity on our Board. Our Board believes that this structure provides input, guidance and leadership for the Board from both senior management as represented by theCo-Chairmen of the Board, and thenon-management directors, as represented by the lead director, 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 andnon-management directors during the course of its proceedings. The lead director plays an important role in our Board’s leadership structure.Non-management directors meet in executive session after each regular meeting of our Board. The lead director chairs these meetings ofnon-management 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 ofnon-management directors to fulfill their responsibilities and provides a structure for communicating any concerns thatnon-management directors may have directly to Loews’s senior management.
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| Board Governance Information | |
Board CommitteesGovernance Information Board Committees Our Board has a standing Audit Committee, Compensation Committee, Nominating and Governance Committee and Executive Committee. The following table shows the current members and chairs of each of our Audit, Compensation and Nominating and Governance Committees and their primary responsibilities. | | | | AUDIT | | | CHAIR:Walter Harris OTHER MEMBERS: Lawrence S. Bacow Ann E. Berman
Joseph L. Bower
Charles M. Diker Paul J. Fribourg
Philip A. Laskawy 20172021 MEETINGS HELD:87
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 Mr. Laskawy 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; and
◾▪ 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. |
| | | | COMPENSATION | | | CHAIR:Joseph L. Bower OTHER MEMBERS: Charles D. Davidson Charles M. Diker
Paul J. Fribourg Susan P. Peters
20172021 MEETINGS HELD:32
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 and Section 162(m) of the Internal Revenue Code, prior to its amendment in December 2017.Commission. | | PRIMARY ROLE The Compensation Committee assists our Board in discharging its responsibilities relating to compensation of 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.members; and
▪ reviewing our management succession planning. Our Compensation Committee determines and approves compensation for our executive officers and administers our incentive and equity-based compensation plans. |
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| Board Governance Information | |
Board Governance Information | | | | NOMINATING AND GOVERNANCE COMMITTEE | | | CHAIR:Paul J. Fribourg OTHER MEMBERS: Joseph L. Bower Jacob A. Frenkel Anthony Welters
Walter L. Harris Ken Miller Anthony Welters
20172021 MEETINGS HELD:2 3
Each of the members is an independent director. | | PRIMARY ROLE The Nominating and Governance Committee’s primary function is to identifyCommittee identifies individuals qualified to become members of our Board and recommendrecommends 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. 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. |
Executive Sessions ofNon-Management Independent Directors Ournon-management independent directors meet in regular executive sessions without management participation. Paul J. Fribourg, who serves as our lead director, presides at these meetings. Director AttendanceatAttendance at Meetings During 2017,2021, there were seventhirteen meetings of our Board, seveneight meetings of our Audit Committee, twothree meetings of our Compensation Committee and threetwo meetings of our Nominating and Governance Committee. During 2017,2021, each of our directors attended at least 75% of the total number of meetings of our Board and committees of our Board on which that director served. Our Board encourages all directors to attend our annual meetings of shareholders. All of our directors then serving attended our 20172021 annual meeting of shareholders. | | | | 14 | | Loews Corporation 20182022 Proxy |
| Board Governance Information | |
Board Governance Information Board Oversight of Risk Management Our Board recognizes the importance of understanding, evaluating and, to the extent practicable, managing enterprise risk into the financial health of Loews and all its business enterprises. | BOARD | As part ofOur Board is responsible for overseeing management in its oversight responsibility, our Board has Loews’s management provide periodic reportsefforts to systematically identify, assess and manage the principal risks facing the companyus and itsour subsidiaries, identify and evaluateimplement policies and practices that promote a culture that actively balances risk and reward,reward. Our Board exercises this responsibility, and evaluateevaluates our risk management practices. Thesepractices, through its Board and Committee meetings, during which it hears reports enablenon-management directors to conduct meaningfulon, and substantive discussions concerning these issues with senioractively discusses, a variety of risk management through the conduit of the lead director and during fullmatters. In addition, our Board deliberations.
|
| | | | | | | | OFFICE OF
PRESIDENT
| | LEAD INDEPENDENT DIRECTOR
| | AUDIT COMMITTEE |
| | | MANAGEMENTregularly formally reviews our enterprise risk management framework.
|  | | LEAD INDEPENDENT DIRECTOR | AUDIT COMMITTEE |  | | MANAGEMENT | | Our management team is responsible for assessing and managing our various exposures to risk on a day-to-day basis, including the creation of appropriate risk management programs and policies 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 Audit Committee, including through executive sessions chaired by the lead director, on a variety of risk management matters. | RISK COUNCILRisk Council
Chair:Chief Financial Officer Other Members: Representatives of Various Functional Areas ofDifferent Functional Areas
| | The Risk Council assists Loews’s management in reporting appropriate informationdeveloping and analysis regarding enterprise risk management toimplementing our Board. It reviews Loews’s enterprise risk management framework, including reviewing the strategies, policies, procedures and systems established by Loewsour and our subsidiaries’ management and each of its subsidiariesteams to identify, assess measure 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: Senior 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: Senior IT and its subsidiaries,Corporate Communications Leadership Other Members: Representatives of Various Functional Areas | The Business Continuity Working Group helps Loews’s management plan and periodically reportsprepare to be able to operate our Office ofcritical business functions during emergency events, such as the President, Board and Audit Committee.COVID-19 pandemic. | | | |
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Board Governance Information 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, eachnon-management director will beis 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 $100,000 per year). Directors will have until our 2019 Annual Meeting of Shareholders to accumulate the requisite shares. Newly elected directors will have until the date of the third annual meeting after they arewere first elected to accumulate the requisite shares. Shares owned by immediate family members or in certain trusts and unissued shares underlying restricted stock units will beare counted toward satisfying the requirement. Our Nominating and Governance Committee, or the committee chair acting by delegated authority, will havehas the authority to grant exceptions to the guidelines for hardship reasons should any arise.reasons. | | | Loews Corporation 2018 Proxy | | 15 |
| Board Governance Information | |
Director Compensation During 2017,2021, each of ournon-management directors received a cash retainer of $25,000 per quarter and an annual award of restricted stock units (“RSUs”) having a value of $100,000 at the date of grant under the Loews Corporation 2016 Incentive Compensation Plan (our “Incentive Compensation Plan”). Dividend equivalent amounts accrue on these RSUs (in the form of additional RSUs) as dividends are paid on our Common Stock. In addition, members of our Audit Committee each 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 each also 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. All of our directors are reimbursed for reasonable expenses incurred in connection with attending board of director and committee meetings. Ournon-management directors may elect to defer some or all of their cash compensation under our Executive Deferred Compensation Plan, described in “Deferred Compensation,” below, and some or all of their equity compensation pursuant to our Incentive Compensation Plan.compensation. The following table shows information regarding the compensation of ournon-management directors during the year ended December 31, 2017.2021. | | Name | | Fees Earned or Paid in Cash | | | Stock Awards(1) | | | Option/SAR Awards(2) | | | Total | Fees Earned or
Paid in Cash | Stock
Awards | (1) | Option/SAR
Awards | (2) | Total | Lawrence S. Bacow | | | $125,000 | | | | $100,000 | | | | $0 | | | $225,000 | | Ann E. Berman | | | 125,000 | | | | 100,000 | | | | 0 | | | 225,000 | $125,000 | $100,000 | | $0 | | $225,000 | Joseph L. Bower | | | 165,000 | | | | 100,000 | | | | 0 | | | 265,000 | 165,000 | 100,000 | | 0 | | 265,000 | Charles D. Davidson | | | 107,500 | | | | 100,000 | | | | 0 | | | 207,500 | 110,000 | 100,000 | | 0 | | 210,000 | Charles M. Diker | | | 135,000 | | | | 100,000 | | | | 0 | | | 235,000 | 135,000 | 100,000 | | 0 | | 235,000 | Jacob A. Frenkel | | | 135,000 | | | | 100,000 | | | | 0 | | | 235,000 | | Paul J. Fribourg | | | 185,000 | | | | 100,000 | | | | 0 | | | 285,000 | 185,000 | 100,000 | | 0 | | 285,000 | Walter L. Harris | | | 175,000 | | | | 100,000 | | | | 0 | | | 275,000 | 175,000 | 100,000 | | 0 | | 275,000 | Philip A. Laskawy | | | 125,000 | | | | 100,000 | | | | 0 | | | 225,000 | 125,000 | 100,000 | | 0 | | 225,000 | Ken Miller | | | 110,000 | | | | 100,000 | | | | 0 | | | 210,000 | | | Susan P. Peters | | 110,000 | 100,000 | | 0 | | 210,000 | Anthony Welters | | | 107,500 | | | | 100,000 | | | | 0 | | | 207,500 | 110,000 | 100,000 | | 0 | | 210,000 |
| (1) | These amounts represent the grant date fair value of RSUs, calculated in accordance with the Financial Accounting Standards Board’s (“FASB”) ASCAccounting Standards Codification (“ASC”) Topic 718. At December 31, 2017,2021, the aggregate number of RSUs outstanding for eachnon-management director was 2,139.1,725. |
| (2) | Prior to 2016, ournon-management directors were granted stock appreciation rights (“SARs”) under the Loews Corporation Stock Option Plan (our “Stock Option Plan”). At December 31, 2017,2021, the aggregate number of SAR awards outstanding for eachnon-management director was as follows: Lawrence S. Bacow, 39,000; Ann E. Berman, 54,000;36,000; Joseph L. Bower, 60,000;36,000; Charles D. Davidson, 9,000; Charles M. Diker, 60,000; Jacob A. Frenkel, 49,500;36,000; Paul J. Fribourg, 60,000;36,000; Walter L. Harris, 60,000;36,000; Philip A. Laskawy, 60,000; Ken Miller, 57,000;36,000; Susan P. Peters, 0; and Anthony Welters, 20,250. |
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| Board Governance Information | |
Board Governance Information 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 20172021 related party transactions: Andrew H. Tisch, James S. Tisch and Jonathan M. Tisch the members of our Office of the President, and members of their families have chartered our aircraft for personal travel from time to time. For the use of our owned aircraft, charters are done through an unaffiliated management company and the charterer pays us a fixed hourly rate plus a fuel surcharge which equals or exceeds ourout-of-pocket operating costs. For the use of an aircraft in which we hold a fractional interest, the charterer pays us a rate that closely approximates our incremental cost. The total amount reimbursed or paid to us in 20172021 in connection with this aircraft travel was $1,321,846.$930,447. Joan H. Tisch, the late mother of Jonathan M. Tisch, a member of Loews’s Office of the President, leased an apartment at the Loews Regency New York Hotel pursuant to a lease approved by our Audit Committee in 2001. The lease became effective upon the death of her late husband, Preston R. Tisch, our formerCo-Chairman of the Board, in late 2005. The rent was stated in the lease and adjusted upward each year by an amount equal to the increase in the consumer price index during the prior year. Mrs. Tisch separately paid rent for another room at the hotel in an amount that was determined based on an analysis of market rates for comparable extended stay rentals at the hotel. Mrs. Tisch and her estate paid the hotel an aggregate of $922,050 for these rentals in 2017.
Alexander Tisch, son of Andrew H. Tisch, is employed as a Vice President in Loews’s Corporate Development Departmentof Loews and as Executive Vice President Commercial & Business Development atof Loews Hotels. Mr.Alexander Tisch anat-will employee, earned cash compensation (including bonus) of $978,769$1,377,980 in 20172021 and participated in benefit programs available to salaried employees generally. In February 2017,2021, he was granted 4,6147,460 restricted stock units under our Incentive Compensation Plan. Benjamin Tisch, son of James S. Tisch, is employed as a Vice President in Loews’s Corporate Development Department. Mr.of Loews. Benjamin Tisch anat-will employee, earned cash compensation (including bonus) of $925,000$1,265,000 for 20172021 and participated in benefit programs available to salaried employees generally. In February 2017,2021, he was granted 4,6147,460 restricted stock units under our Incentive Compensation Plan. Also during 2017, Loews provided members of the Tisch family with general office services and security services for which the company was reimbursed an amount that management believes to be a reasonable estimate of the value of these services. The total amount reimbursed for these services in 2017 was $178,278.
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Stock Ownership Stock Ownership 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 Stockcommon stock as of March 9, 201815, 2022 (unless otherwise indicated). All shares reported were owned beneficially by the persons indicated unless otherwise indicated below. | | | | | | | | Name and Address | | Amount Beneficially Owned | | | Percent of Class | The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | 22,823,409(1) | 9.0% | T. Rowe Price Associates, Inc. 100 E. Pratt Street Baltimore, MD 21202 | 19,515,531(2) | | 22,705,670 | (1) | | 7.0% | | | 7.6% | The Vanguard GroupJames S. Tisch
100 Vanguard Blvd.c/o Barry L. Bloom
Malvern, PA 19355655 Madison Avenue, 11th Floor
New York, NY 10065 | 17,015,466(3) | | 19,667,564 | (2) | | 6.0 | | | 6.9% | JPMorgan Chase & Co. 383 Madison Avenue New York, NY 10179 | 16,617,210(4) | 6.5% | Andrew H. Tisch c/o Barry L. Bloom 655 Madison Avenue, 11th Floor New York, NY 10065 | 15,918,650(5) | 6.5% | BlackRock, Inc. 55 East 52nd Street New York, NY 10055 | 14,619,153(6) | | 17,733,302 | (3) | | 5.5 | | | | JPMorgan Chase & Co.
270 Park Avenue
New York, NY 10017
| | | 16,942,404 | (4) | | 5.2 | | | | James S. Tisch
c/o Barry L. Bloom
655 Madison Avenue, 19th Floor
New York, NY 10065
| | | 16,571,955 | (5) | | 5.1 5.8% |
| (1) | This information is based on a Schedule 13G report filed by T. Rowe Price Associates, Inc. on February 14, 2018.10, 2022 by The Vanguard Group (Vanguard). According to the report, T. Rowe Price Associates, Inc.Vanguard has soleshared voting power with respect to 8,542,339320,218 shares, and sole dispositiveinvestment power with respect to 22,669,32022,010,468 shares and shared investment power with respect to 812,941 shares. Vanguard provides investment management services through mutual funds to our Employee Savings Plan and our non-qualified deferred compensation plans. Fees for these services are incorporated into the fund NAV and fully disclosed as a fund expense included in the fund’s expense ratio. As a result, these fees are paid by participants and not by us. Fees fluctuate based on participants’ allocation decisions. Fees paid to Vanguard for these investment management services are reviewed by the benefits committee administering our retirement plans. |
| (2) | This information is based on a Schedule 13G report filed by The Vanguard Group, as an investment advisor, on February 9, 2018.14, 2022 by T. Rowe Price Associates, Inc. (T. Rowe Price). According to the report, The Vanguard GroupT. Rowe Price has sole voting power with respect to 385,9947,953,650 shares and sole dispositiveinvestment power with respect to 19,221,65219,515,531 shares. The report was filedT. Rowe Price provides recordkeeper and administration services for our Employee Savings Plan. Fees for these services are paid on a quarterly basis by The Vanguard Groupparticipants and not by us. In addition, T. Rowe Price 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 behalf of itself and its wholly owned subsidiaries, Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd.participants’ allocation decisions. All fees paid to T. Rowe Price are reviewed by the benefits committee administering our retirement plans. |
| (3) | This informationThe amount beneficially owned includes: 11,457,441 shares held by trusts of which he is based ontrustee; 4,306,296 shares held by his wife or trusts of which his wife is trustee; 985,000 shares held by a Schedule 13G report filed by BlackRock, Inc. on January 23, 2018. Accordingcharitable foundation of which he is a director; 56,591 shares issuable upon the exercise of SARs that are currently exercisable; and 46,388 shares underlying vested RSUs of which he deferred receipt that could be delivered to him within 60 days of March 15, 2022 if his service with the report, BlackRock, Inc.company terminated during that time. He has sole voting and investment power with respect to 15,554,65911,621,191 shares and sole dispositiveshared voting and investment power with respect to 17,733,3025,291,296 shares. The report was filed by BlackRock, Inc. on behalf of itself and its wholly owned subsidiaries, BlackRock Life Limited, BlackRock International Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock Asset Management North Asia Limited, BlackRock (Singapore) Limited and BlackRock Fund Managers Ltd. |
| (4) | This information is based on a Schedule 13G report filed on January 12, 2022 by JPMorgan Chase & Co. on January 24, 2018.(JPMorgan). According to the report, JPMorgan Chase & Co. has sole voting power with respect to 16,673,96816,622,605 shares, and sole dispositive power with respect to 16,936,12616,607,355 shares and shared dispositive power with respect to 5,225 shares. The report was filed by JPMorgan Chase & Co. on behalf of itselfFrom time to time, we and its wholly ownedour subsidiaries J.P. Morgan Investment Management Inc.; JPMorgan Chase Bank, National Association; JPMorgan Asset Management (UK) Limited; J.P. Morgan Trust Company of Delaware; and J.P. Morgan Securities LLC.have had banking relationships with JPMorgan. |
| (5) | This information is based on a Schedule 13D report filed by James S. Tisch, President and Chief Executive Officer and a director of the Company, on March 13, 2018. According to the report, theThe amount beneficially owned includes 1,409,189 shares held directly by him, 14,284,578includes: 14,832,391 shares held by trusts of which he is trustee, 145,000 shares held by trusts of which he and his wife are trustees, 635,000trustee; 955,000 shares held by a charitable foundation of which he is a director and 98,188director; 56,591 shares which he hadissuable upon the right to acquire upon exercise of SARs that are currently exercisable; 74,054 shares underlying vested RSUs of which were then exercisable.he deferred receipt that are deliverable to him within 60 days of March 15, 2022 in connection with his retirement on December 31, 2021 (subject to the six-month delay required under Section 409A of the Internal Revenue Code); and 614 shares underlying unvested RSUs that will vest within 60 days of March 15, 2022. He has sole voting and investment power with respect to 14,832,391 shares and shared voting and investment power with respect to 955,000 shares. |
| (6) | This information is based on a Schedule 13G report filed on February 1, 2022 by BlackRock, Inc. (BlackRock). According to the report, BlackRock has sole voting power with respect to 12,346,951 shares and sole dispositive power with respect to 15,791,95514,619,153 shares. He is the brother of Andrew H. Tisch,Co-Chairman of the Board, Chairman of the Executive Committee and a member of the Office of the President of the Company, and the cousin of Jonathan M. Tisch,Co-Chairman of the Board and a member of the Office of the President of the Company. |
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Stock Ownership Director and Officer Holdings The following table shows certain information, as of March 9, 2018,15, 2022, regarding the shares of our Common Stockcommon stock beneficially owned by each director and nominee, each executive officer named in the Summary Compensation Table and all of our executive officers and directors as a group, based on data furnished by them. | | | | | | | | Name | | Amount Beneficially Owned (1) (2) | | | Percent of Class | Lawrence S. Bacow | | | 9,929 (3) | | | * | Ann E. Berman | | | 14,880 (4) | | | * | Joseph L. Bower | | | 21,970 (5) | | | * | Charles D. Davidson | | | 14,781 (6) | | | * | Charles M. Diker | | | 18,746 (7) | | | * | David B. Edelson | | | 79,880 (8) | | | * | Jacob A. Frenkel | | | 12,524 (9) | | | * | Paul J. Fribourg | | | 15,756 (10) | | | * | Walter L. Harris | | | 21,746 (11) | | | * | Philip A. Laskawy | | | 21,756 (12) | | | * | Ken Miller | | | 32,657 (13) | | | * | Susan Peters | | | 0 | | | 0% | Kenneth I. Siegel | | | 18,654 (14) | | | * | Andrew H. Tisch | | | 15,451,859 (15) | | | 4.8% | James S. Tisch | | | 16,571,955 (16) | | | 5.1% | Jonathan M. Tisch | | | 7,669,048 (17) | | | 2.4% | Anthony Welters | | | 9,357 (18) | | | * | All executive officers and directors as a group (18 persons including those listed above) | | | 40,038,190 (19) | | | 12.3% |
* Represents less than 1% of the outstanding shares.
| Name | Amount Beneficially Owned | (1) (2) | Percent of Class | | Ann E. Berman | 24,478 | (3)
| * | | Joseph L. Bower | 33,156 | (4) | * | | Charles D. Davidson | 27,050 | (5) | * | | Charles M. Diker | 27,449 | (6) | * | | David B. Edelson | 79,485 | (7) | * | | Paul J. Fribourg | 24,478 | (8) | * | | Walter L. Harris | 30,449 | (9) | * | | Philip A. Laskawy | 29,198 | (10) | * | | Susan P. Peters | 8,955 | (11) | * | | Kenneth I. Siegel | 6,993 | | * | | Andrew H. Tisch | 15,918,650 | (12) | 6.5% | | James S. Tisch | 17,015,466 | (13) | 6.9% | | Jonathan M. Tisch | 9,942,451 | (14) | 4.0% | | Anthony Welters | 16,268 | (15) | * | | All executive officers and directors as a group (16 persons including those listed above) | 43,260,993 | (16) | 17.5% |
| * | Represents less than 1% of the outstanding shares. |
| (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. |
| (2) | The number of shares included for shares issuable upon the exercise of SARs granted under our Stock Option Plan is the number of shares each person would have received had such person exercised his or her SARs, based on the fair market value per share of $51.05$61.75 for our Common Stock,common stock, calculated under the terms of our Stock Option Plan, on March 9, 2018.15, 2022. |
| (3) | Includes: (i) 7,38510,816 shares issuable upon the exercise of SARs granted under our Stock Option Plan that are currently exercisable or will become exercisable within 60 days of March 9, 2018; andexercisable; (ii) 2,54411,937 shares underlying vested RSUs of which the director deferred receipt that could be delivered to the director within 60 days of March 9, 201815, 2022 if the director’s service as a director terminated during that time.time; and (iii) 1,725 shares underlying unvested RSUs that will vest within 60 days of March 15, 2022. |
| (4) | Includes: (i) 12,03610,816 shares issuable upon the exercise of SARs granted under our Stock Option Plan that are currently exercisable or will become exercisable within 60 days of March 9, 2018;exercisable; (ii) 2,5447,828 shares underlying vested RSUs of which the director deferred receipt that could be delivered to the director within 60 days of March 9, 201815, 2022 if the director’s service as a director terminated during that time; and (iii) 3001,725 shares held by a charitable foundation as to which Ms. Berman has shared voting and investment power.underlying unvested RSUs that will vest within 60 days of March 15, 2022. |
| (5) | Includes: (i) 13,2123,417 shares issuable upon the exercise of SARs granted under our Stock Option Plan that are currently exercisable orexercisable; and (ii) 1,725 shares underlying unvested RSUs that will become exercisablevest within 60 days of March 9, 2018;15, 2022. |
| (6) | Includes: (i) 10,816 shares issuable upon the exercise of SARs that are currently exercisable; and (ii) 2,5441,725 shares underlying unvested RSUs that will vest within 60 days of March 15, 2022. |
| (7) | Includes: (i) 42,443 shares issuable upon the exercise of SARs that are currently exercisable; and (ii) 1,673 shares underlying vested RSUs of which the officer deferred receipt that could be delivered to the officer within 60 days of March 15, 2022 if his service with the company terminated during that time. In addition, Mr. Edelson owns beneficially 2,000 shares of CNA. |
| (8) | Includes: (i) 10,816 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 9, 201815, 2022 if the director’s service as a director terminated during that time. |
(6) | Includes 2,247time; and (iii) 1,725 shares issuable upon exercise of awards granted under our Stock Option Planunderlying unvested RSUs that are currently exercisable or will become exercisablevest within 60 days of March 9, 2018.15, 2022. |
(7) | Includes 13,212(9) | Includes: (i) 10,816 shares issuable upon the exercise of SARs granted under our Stock Option Plan that are currently exercisable orexercisable; and (ii) 1,725 shares underlying unvested RSUs that will become exercisablevest within 60 days of March 9, 2018.15, 2022. In addition, Mr. Harris owns beneficially 1,830 shares of CNA. |
(8) | Includes 73,644(10) | Includes: (i) 10,816 shares issuable upon the exercise of SARs granted under our Stock Option Plan that are currently exercisable or will become exercisable within 60 days of March 9, 2018. In addition, Mr. Edelson owns beneficially 6,000 common units of Boardwalk Pipeline Partners, LP, a 51% owned subsidiary of the company, and 2,000 shares of CNA Financial Corporation, an 89% owned subsidiary of the company. |
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(9) | Includes 9,990 shares issuable upon the exercise of SARs granted under our Stock Option Plan that are currently exercisable or will become exercisable within 60 days of March 9, 2018. |
(10) | Includes: (i) 13,212 shares issuable upon the exercise of SARs granted under our Stock Option Plan that are currently exercisable or will become exercisable within 60 days of March 9, 2018; andexercisable; (ii) 2,5443,292 shares underlying vested RSUs of which the director deferred receipt that could be delivered to the director within 60 days of March 9, 201815, 2022 if the director’s service as a director terminated during that time. |
(11) | Includes 13,212time; (iii) 1,725 shares issuable upon the exercise of awards granted under our Stock Option Planunderlying unvested RSUs that are currently exercisable or will become exercisablevest within 60 days of March 9, 2018. In addition,15, 2022; and (iv) 6,000 shares owned beneficially by Mr. Harris owns beneficially 1,830 shares of CNA and 2,000 common units of Boardwalk Pipeline.Laskawy’s wife. |
(12)Loews Corporation2022 Proxy | 19 |
Stock Ownership | (11) | Includes: (i) 13,212 shares issuable upon the exercise of SARs granted under our Stock Option Plan that are currently exercisable or will become exercisable within 60 days of March 9, 2018; (ii) 2,5445,271 shares underlying vested RSUs of which the director deferred receipt that could be delivered to the director within 60 days of March 9, 201815, 2022 if the director’s service as a director terminated during that time; and (iii) 6,000(ii) 1,725 shares owned beneficially by Mr. Laskawy’s wife.underlying unvested RSUs that will vest within 60 days of March 15, 2022. |
(13) | (12) | Includes: (i) 13,11356,591 shares issuable upon the exercise of SARs granted under our Stock Option Plan that are currently exercisable or will become exercisableexercisable; (ii) 74,054 shares underlying vested RSUs of which Mr. Andrew Tisch deferred receipt that are deliverable to him within 60 days of March 9, 2018;15, 2022 in connection with his retirement on December 31, 2021 (subject to the six-month delay required under Section 409A); (iii) 614 shares underlying unvested RSUs that will vest within 60 days of March 15, 2022; (iv) 14,832,391 shares held by trusts of which Mr. Andrew Tisch is trustee; and (v) 955,000 shares held by a charitable foundation as to which Mr. Andrew Tisch has shared voting and investment power. In addition, Mr. Andrew Tisch is the managing trustee and beneficiary of a trust that owns beneficially 106,100 shares of CNA. |
| (13) | Includes: (i) 56,591 shares issuable upon the exercise of SARs that are currently exercisable; (ii) 2,54446,388 shares underlying vested RSUs of which Mr. James Tisch deferred receipt that could be delivered to him within 60 days of March 15, 2022 if his service with the company terminated during that time; (iii) 11,457,441 shares held by trusts of which Mr. James Tisch is trustee; (iv) 985,000 shares held by a charitable foundation as to which Mr. James Tisch has shared voting and investment power; and (v) 4,306,296 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. |
| (14) | Includes: (i) 56,591 shares issuable upon the exercise of SARs that are currently exercisable; (ii) 9,383,932 shares held by trusts of which Mr. Jonathan Tisch is trustee; (iii) 251,928 shares held by a charitable foundation as to which Mr. Jonathan Tisch is the sole trustee; and (iv) 250,000 shares held by a charitable foundation as to which Mr. Jonathan Tisch has shared voting and investment power. |
| (15) | Includes: (i) 6,669 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 9, 201815, 2022 if the director’s service as a director terminated during that time;time and (iii) 12,000(ii) 1,725 shares owned beneficially by Mr. Miller’s wife. In addition, Mr. Miller and his wife own beneficially 36,000 and 6,200, respectively, sharesunderlying unvested RSUs that will vest within 60 days of CNA.March 15, 2022. |
(14) | (16) | Includes 18,654313,753 shares issuable upon the exercise of SARs granted under our Stock Option Plan that are currently exercisable or will become exercisable within 60 days of March 9, 2018. In addition, Mr. Siegel has been granted SARs by Diamond Offshore Drilling, Inc., a 53% owned subsidiary of the company, under its stock option plan for which he would have received upon exercise 266 Diamond Offshore shares had he exercised those SARs, based on a fair market value per share of $14.60 for Diamond Offshore’s common stock, calculated under the terms of its stock option plan, on March 1, 2018.exercisable. |
(15)20 | Includes: (i) 98,188 shares issuable upon the exercise of SARs granted under our Stock Option Plan that are currently exercisable or will become exercisable within 60 days of March 9, 2018; (ii) 14,743,671 shares held by trusts of which Andrew H. Tisch is the managing trustee (inclusive of 4,007,001 shares held in trust for his benefit); and (iii) 610,000 shares held by a charitable foundation as to which Andrew H. Tisch has shared voting and investment power. In addition, Andrew H. Tisch is the managing trustee and beneficiary of a trust that owns beneficially 106,100 shares of CNA and is a trustee of trusts that own beneficially a 25% interest in general partnerships that own, in the aggregate, 324,200 common units of Boardwalk Pipeline. In addition, Andrew H. Tisch has been granted SARs by Diamond Offshore under its stock option plan for which he would have received upon exercise 266 Diamond Offshore shares had he exercised those SARs, based on a fair market value per share of $14.60 for Diamond Offshore’s common stock, calculated under the terms of its stock option plan, on March 1, 2018.Loews Corporation2022 Proxy |
(16) | Includes: (i) 98,188 shares issuable upon the exercise of SARs granted under our Stock Option Plan that are currently exercisable or will become exercisable within 60 days of March 9, 2018; (ii) 14,429,578 shares held by trusts of which James S. Tisch is the managing trustee (inclusive of 3,645,000 shares held in trust for his benefit); and (iii) 635,000 shares held by a charitable foundation as to which James S. Tisch has shared voting and investment power. In addition, James S. Tisch owns beneficially 5,000 shares of Diamond Offshore. In addition, he has been granted SARs by Diamond Offshore under its stock option plan for which he would have received upon exercise 1,994 Diamond Offshore shares had he exercised those SARs, based on a fair market value per share of $14.60 for Diamond Offshore’s common stock, calculated under the terms of its stock option plan, on March 1, 2018. He is also the managing trustee and beneficiary of a trust that owns beneficially 106,100 shares of CNA and is a trustee of trusts that own beneficially a 25% interest in general partnerships that own, in the aggregate, 324,200 common units of Boardwalk Pipeline. |
(17) | Includes: (i) 98,188 shares issuable upon the exercise of SARs granted under our Stock Option Plan that are currently exercisable or will become exercisable within 60 days of March 9, 2018; (ii) 7,183,932 shares held by trusts of which Jonathan M. Tisch is the managing trustee (inclusive of 5,037,118 shares held in trust for his benefit); and (iii) 386,928 shares held by charitable foundations as to which Mr. Jonathan M. Tisch has shared voting and investment power. |
Proposal No. 2: Advisory Resolution to Approve Executive Compensation (18) | Includes 3,823 shares issuable upon exercise of awards granted under our Stock Option Plan that are currently exercisable or will become exercisable within 60 days of March 9, 2018. |
Proposal No. 2:
Advisory Resolution to Approve Executive Compensation (19) | Includes 547,538 shares issuable upon the exercise of SARs granted under our Stock Option Plan that are currently exercisable or will become exercisable within 60 days of March 9, 2018. |
As required by Section 16(a) Beneficial Ownership Reporting Compliance Based upon a review of filings with the Securities and Exchange Commission and written representations to us, we believe that during 2017 all of our directors and executive officers complied with the reporting requirements of Section 16(a)14A of the Securities Exchange Act of 1934 (the “Exchange Act”).
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| Proposal No. 2: Advisory Resolution to Approve Executive Compensation | |
Proposal No. 2:
Advisory Resolution to Approve Executive Compensation
As required by Section 14A of the Exchange Act and pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), we provide our shareholders with an annual advisory vote to approve named executive officer compensation. This advisory vote, commonly known as a“say-on-pay” “say-on-pay” vote, is anon-binding vote on the compensation paid to our named executive officers as disclosed under the heading “Executive Compensation” beginning on page 22 of this Proxy Statement.
Our executive compensation program is designed to attract, motivate and retain highly qualified executives who are able to help achieve the company’s objectives and create shareholder value.value over the long term. Our executive compensation programs and objectives are described in detail under the heading “Compensation Discussion and Analysis” and the level of compensation paid to our named executive officers during the last three years is set out in the Summary Compensation Table and related information. Our Compensation Committee believes that our executive compensation program is effective in achieving our objectives. This advisory vote to approve named executive officer compensation is not binding on our Board. However, the Board values our shareholders’ input and will take into account the result of the vote when determining future executive compensation arrangements.  | | | | |  | | Accordingly, our Board recommends a voteFORthe following resolution: |
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