CNA FINANCIAL CORP

For the period ended May 1, 2024. Filed Mar 22, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 1, 2024 · Filed Mar 22, 2024

CNA$47.32-1.7%Stored close · as of Nov 6, 2026

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PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. Please read the entire proxy statement carefully before voting.

	Proposal 1			See Page
	Election of Directors The persons named in this proxy statement as nominees for election as directors have been designated by the Board. Our director nominees identified below are current members of our Board of Directors. Pursuant to our bylaws, the number of directors constituting the full Board of Directors has been fixed at ten. Each director shall be elected at the Annual Meeting and shall hold office until the next Annual Meeting and until their successor is elected and qualified. Directors need not be stockholders of the Company.			8

	Director	Principal Occupation	Director since	Current Committees
AC	CC	EC	FC
NON-INDEPENDENT DIRECTORS	Dino E. Robusto	Chairman of the Board and Chief Executive Officer of CNA Financial Corporation	2016
Kenneth I. Siegel	Senior Vice President of Loews Corporation	2019
Andrew H. Tisch	Co-Chairman of the Board of Loews Corporation	2006
Benjamin J. Tisch	Senior Vice President of Corporate Development and Strategy of Loews Corporation	2018
James S. Tisch	President and Chief Executive Officer and a member of the Office of the President of Loews Corporation	1985
Jane J. Wang	Senior Vice President and Chief Financial Officer of Loews Corporation	2019
INDEPENDENT DIRECTORS	Michael A. Bless	Retired President and Chief Executive Officer of Century Aluminum Company	2017
Jose O. Montemayor	Principal of Black Diamond Capital Partners I, LP	2007
Don M. Randel	Retired President of The Andrew W. Mellon Foundation	2002
André Rice	Founder and President of Muller & Monroe Asset Management, LLC	2017

	AC = Audit Committee			CC = Compensation Committee			EC = Executive Committee			FC = Finance Committee			C = Chairperson

The Board recommends a vote FOR each director nominee.

	CNA Financial Corporation			4			2024 Proxy Statement

	Proposal 2			See Page
	An advisory (non-binding) vote to approve named executive officer compensation This proposal gives you as a stockholder the opportunity to endorse or not endorse our executive pay practices with respect to the named executive officers. This vote is intended to provide an overall assessment of our executive compensation program and is not intended to focus on any specific item of compensation. You should consider the details of our executive compensation program provided in the “2023 Summary Compensation Table” and the tables and narrative discussion that follow it. This disclosure sets forth the factors considered in determining executive compensation packages, including market information utilized in implementing competitive compensation to attract top talent. The Board recommends a vote FOR this proposal.			17

	Proposal 3			See Page
	Approval of an amendment to CNA’s certificate of incorporation to update the exculpation provision We are requesting stockholders to approve an amendment to our certificate of incorporation to update the exculpation provision. The amendment allows the Company to restate the exculpation provision to extend coverage to certain senior officers to the extent permitted under amended Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”). Should the proposed amendment be approved, both directors and officers would be protected from monetary liability for fiduciary duty breaches to the extent allowed under the DGCL. The Board recommends a vote FOR this proposal.			38

	Proposal 4			See Page
	Ratification of the appointment of Deloitte & Touche LLP as independent registered public accountants for CNA for 2024 Our Audit Committee of our Board of Directors has selected Deloitte & Touche LLP to serve as the independent registered public accountants for 2024. Although it is not required to do so, our Board of Directors wishes to submit the selection of Deloitte & Touche LLP for ratification by the Company’s stockholders at the Annual Meeting. Even if this selection is ratified by stockholders at the Annual Meeting, our Audit Committee may in its discretion change the appointment at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. If the Company’s stockholders do not ratify the selection of Deloitte & Touche LLP, the Audit Committee will reconsider its selection. Representatives of Deloitte & Touche LLP are expected to be at the Annual Meeting to answer appropriate questions and, if they choose to do so, to make a statement. The Board recommends a vote FOR this proposal.			39

	CNA Financial Corporation			5			2024 Proxy Statement

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