LOEWS CORP
For the period ended May 14, 2024. Filed Apr 3, 2024.
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May 14, 2024 · Filed Apr 3, 2024
Contents
Compensation Program Structure and Process
The principal components of compensation for our named executive officers are:
| ▪ | base salary; |
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| ▪ | performance-based cash incentive compensation awards; |
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| ▪ | performance-based stock-based awards; and |
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| ▪ | retirement, medical and related benefits. |
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Each year, our Chief Executive Officer, after consulting with our Vice President, Human Resources, reviews with the Compensation Committee the performance of each named executive officer and each other executive officer, and makes a recommendation to the Compensation Committee with respect to their annual compensation, including the setting of parameters for cash incentive compensation awards and stock-based awards. The Compensation Committee then meets in executive session without the Chief Executive Officer present and makes the final determination regarding the compensation for our Chief Executive Officer and each of the other named executive officers, as well as our other executive officers. The other named executive officers do not play any role in their own compensation determination other than discussing their performance with the Chief Executive Officer, and neither our Chief Executive Officer nor any other executive officer participates in the Compensation Committee’s final deliberations on compensation matters.
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BASE SALARY
The Compensation Committee has capped the base salary for our named executive officers at $1 million per year for many years. Historically, this reflected the impact of provisions of the Internal Revenue Code that limited the amount of non-performance-based compensation we were able to deduct for federal income tax purposes to $1 million for certain of the named executive officers. While these provisions are no longer applicable, the base salary for our named executive officers in 2023 remained capped at $1 million as the relative lower weight of base salary to performance-based compensation is consistent with the Committee’s belief that performance-based compensation should be the substantially greater part of the compensation of each of our named executive officers.
CASH INCENTIVE COMPENSATION AWARDS
The largest portion of the compensation earned by our named executive officers in 2023 came from cash awards under our Incentive Compensation Plan. This element of our compensation program ensures that a significant portion of each executive’s annual compensation is dependent on Loews’s annual achievement of a metric that we call “performance-based income.”
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
| STEP 1 | | | Establish annual performance bonus pool | | | First quarter of each year |
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| 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. | ||||||
| STEP 2 | | | Establish Target Award | | | First quarter of each year |
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| 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. | ||||||
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| STEP 3 | | | Establish Maximum Award | | | First quarter of each year |
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| 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. | ||||||
| STEP 4 | | | Define Performance-based Income | | | First quarter of each year |
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| 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. | ||||||
| STEP 5 | | | Calculate Performance-based Income and Conduct Participant Performance Assessment | | | First quarter of following year |
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| 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. | ||||||
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How We Determined the Performance Bonus Pool for 2023 Incentive Compensation
For 2023, the Compensation Committee established at the beginning of 2023 a performance bonus pool of 4.5% of performance-based income, which it determined was an appropriate level to recognize the performance of plan participants, which include our named executive officers and other executive officers.
As has historically been the case, there was no expectation that the entire performance bonus pool would, in fact, be awarded and paid out, as the Committee’s practice has been to exercise its discretion to pay bonuses amounting to only a fraction of the performance bonus pool. The potential for excessive compensation was further limited by the establishment at the beginning of 2023 of target levels and absolute maximum amounts for each named executive officer and each other executive officer participating in our incentive compensation program.
In establishing the performance bonus pool and target and maximum awards for each named executive officer, the Compensation Committee took into account:
| ▪ | 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; |
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| ▪ | the individual’s duties, past and expected performance of those duties, experience and tenure and compensation history; and |
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| ▪ | our goals of increasing shareholder value over the long term. |
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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.
For each named executive officer, other than the Chief Executive Officer, the Compensation Committee also took into account the recommendations of the Chief Executive Officer. The Committee relied on these qualitative factors, together with its discretion to reduce awards below the target award as well as to pay awards up to the maximum amount, and determined not to establish other specific, quantitative criteria or numerical formulas of performance measures.
2023 NAMED EXECUTIVE OFFICER TARGET AND MAXIMUM AWARDS AND BONUS POOL ALLOCATION
The 2023 target and maximum awards and the share of the performance bonus pool allocated to each named executive officer were established in the first quarter of 2023 as follows:
| Name | | | Share of 4.5% Bonus Pool Allocated | | | Target Award | | | Maximum Award |
|---|---|---|---|---|---|---|---|---|---|
| James S. Tisch | | | 21.3% | | | $4,475,000 | | | $5,500,000 |
| Jane J. Wang | | | 7.9 | | | 1,650,000 | | | 2,500,000 |
| Jonathan M. Tisch | | | 11.4 | | | 2,400,000 | | | 3,250,000 |
| Richard W. Scott | | | 12.6 | | | 2,650,000 | | | 3,500,000 |
| Kenneth I. Siegel | | | 19.5 | | | 4,100,000 | | | 5,000,000 |
The Committee did not make any changes to the 2023 executive compensation program or metrics after they were established in the first quarter of 2023.
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2023 ADJUSTMENTS TO CONSOLIDATED NET INCOME AND RATIONALE
The Compensation Committee determined in the first quarter of 2023 that net income should be adjusted to determine performance-based income for 2023 as set forth below. However, by reserving the ability to exercise negative discretion to reduce an award otherwise earned, the Committee retained the ability to take into account these excluded items (including, for example, impairments) and other factors it deems relevant when ultimately approving awards.
| Adjustment identified in first quarter 2023 | | | Rationale for exclusion |
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| The effect of accounting changes | | | This item was excluded because: • by its nature it is not a cash item;• it is not within the control of the company or any named executive officer; and • it has the possibility of increasing or decreasing net income in ways that may not be predictable when performance-based income is established. |
| Net losses attributed to the impairment of goodwill, long-lived assets and/or equity method investments, and any net income or loss related to accounting for any benefit plan curtailments or settlements | | | These items were excluded because: • they are not cash items;• under generally accepted accounting principles, goodwill, long-lived assets and equity method investments are accounted for using an impairment-based model under which the carrying value is subject to reduction, resulting in charges to income, based on a decline in fair value, but the carrying value cannot be increased in subsequent periods if fair values rise; and• doing so encourages management to approach decisions related to these items objectively and impartially. |
| Any net income or loss relating to net reserve strengthening and/or adverse dividend or premium development for accident years prior to 2000, and/or any favorable or unfavorable income statement impact of applying retroactive reinsurance accounting in connection with any and all CNA loss portfolio transfers | | | From time to time, CNA enters into loss portfolio transfer transactions. For instance, in 2010, CNA completed a retroactive reinsurance transaction under which it ceded substantially all of its legacy asbestos and environmental pollution liabilities to a reinsurer, subject to an aggregate limit of $4 billion. Additionally, in 2021, CNA ceded certain legacy excess workers’ compensation liabilities to a reinsurer. The Compensation Committee determined that any income statement impact of applying retroactive reinsurance accounting relating to loss portfolio transfer transactions should not be considered when measuring current performance. Moreover, the Compensation Committee determined that any net income or loss relating to net reserve strengthening or adverse dividend or premium development for accident years prior to 2000 should not be considered when measuring current performance. |
| Any net income or loss relating to (x) a remeasurement gain or loss for CNA’s long term care liabilities; (y) net reserve strengthening related to CNA’s benefit settlement option liabilities or (z) a disposition (or proposed disposition), a loss portfolio transfer or other transaction that is intended to fix or limit CNA’s exposure to its run-off Life & Group business | | | CNA’s individual and group long-term care businesses are in run-off and its payout annuity business was in run-off prior to its disposition in 2014. The Compensation Committee determined that any income statement impact from a remeasurement gain or loss for CNA’s long term care liabilities, net reserve strengthening for CNA’s benefit settlement option liabilities or a transaction that is intended to fix or limit CNA’s exposure to its run-off Life & Group business should not be taken into account when measuring current performance. |
| Investment gains and losses | | | The Compensation Committee decided to exclude investment gains and losses because the decision to realize a gain or a loss can be a discretionary decision. Accordingly, any implication that an individual could be wrongly motivated in taking or failing to take a gain or loss in an effort to impact consolidated net income would be removed. |
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| Adjustment identified in first quarter 2023 | | | Rationale for exclusion |
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| Catastrophe losses of CNA in excess of, but not less than, CNA’s budgeted amount | | | The Compensation Committee excluded this item because the level of catastrophes that impact a property and casualty insurer is, of course, unpredictable and, accordingly, not an appropriate way to measure performance. On the other hand, performance-based income should not be increased just because of a low level of catastrophes in any year. The Compensation Committee determined that the amount for catastrophe losses budgeted at the beginning of the year — which at times has been higher or lower than the actual level of catastrophe losses — is preferable for measuring performance. |
| Any net income or loss relating to the defense or disposition, by judgment or settlement, of litigation that is not related to the operations of the company’s continuing consolidated subsidiaries, including, for example, litigation related to the Corporation’s and/or its subsidiaries’ mergers, acquisitions and dispositions activities | | | The company’s ownership interests in its subsidiaries change from time to time and the company and its current and former subsidiaries are from time to time parties to litigation. For instance, the company and certain of its Boardwalk Pipelines-related subsidiaries are defendants in litigation relating to the company’s 2018 acquisition of the Boardwalk Pipelines limited partnership units not already owned by the company’s affiliates. The Compensation Committee determined that any net income or loss relating to the defense or disposition of litigation such as this matter should not be considered when measuring current performance. |
| Any net income or loss attributable to changes in deferred income tax assets and liabilities resulting from a change in income tax rates in 2023 | | | Several of Loews’s subsidiaries, by the nature of their business, recognize significant deferred income tax assets and liabilities, which have accumulated over many years. A change in the income tax rate could have a significant impact on these deferred tax items and on Loews’s net income since the impact in the year of this change would involve the entire historical balance of deferred tax assets or liabilities. The Compensation Committee determined to exclude this item since any change in income tax rates is, of course, unpredictable and not within the company’s control, and the resulting impact on net income and loss would not be a suitable indication of current performance. |
| Any gain or loss on disposal of discontinued operations (but not income from operations of the discontinued operations) | | | The Compensation Committee determined to exclude both gains and losses from the disposal of discontinued operations in the belief that the results from a disposition, whether positive or negative, relate to the generally multi-year holding period of the asset disposed of, even though fully recognized in the year of disposal. Therefore, any such gains or losses could distort net income in the year of disposition. |
For 2023, performance-based income ultimately amounted to $1,601 million compared to consolidated net income of $1,434 million.
PERFORMANCE-BASED STOCK-BASED AWARDS
The third principal element of our compensation program for named executive officers and other executive officers is stock-based awards, which in 2023 consisted of performance-based restricted stock units (“PRSUs”).
The PRSUs, similar to the time-vesting RSUs granted in 2023 to our non-executive officers and certain other managerial and professional employees (“non-executive RSUs”), will vest in two equal tranches (subject to earlier vesting in the case of death, disability, termination without cause and certain retirements):
| ▪ | 50% on the second anniversary of the grant date; and |
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| ▪ | 50% on the third anniversary of the grant date. |
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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.
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However, unlike non-executive RSUs, in addition to being subject to the same time-vesting terms as non-executive RSUs, PRSUs granted to our executive officers are also subject to performance-vesting terms.
The performance-vesting terms made PRSUs dependent on the company achieving a pre-established level of performance-based income per share for 2023. The terms of the PRSUs awarded in the first quarter of 2023 provided that they would be earned by our executive officer recipients as follows (subject to the time-vesting provisions of the PRSUs):
| PERFORMANCE-BASED INCOME PER SHARE: | |||
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| At or Above Target | | | 100% of PRSUs earned |
| At 50% to 100% of Target | | | Pro rata portion of PRSUs earned |
| Below 50% of Target | | | No PRSUs earned |
In connection with the grant of PRSUs to our executive officers in the first quarter of 2023, the Compensation Committee established the performance-based income per share target for PRSUs at $3.45 per share. The Committee did not make any changes to the 2023 executive compensation program or metrics after they were established in the first quarter of 2023, 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 2023 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 grants of stock-based awards in the first quarter of each year at the same time the Committee performs its annual management performance evaluation and takes other compensation actions. Annual equity grants for executive officers occur on the same date as our annual equity grants for our other officers and certain professional and managerial employees, which is the date of the Compensation Committee’s annual February meeting. As the grant date for our annual stock-based awards occurs on the date of a Compensation Committee meeting in February of each year, the grant date is set well in advance when the schedule of Compensation Committee meetings is arranged. Loews does not grant stock-based awards in anticipation of the release of non-public information or time the release of this information based on stock-based award grant dates. We also at times grant stock-based awards to new executives when they are hired or promoted during the year. These grants are approved by the Compensation Committee (or, in the case of smaller grants, by our Chief Executive Officer, as delegated by the Committee).
EMPLOYEE BENEFITS
Our named executive officers also participate in benefit programs available to salaried employees generally, including retirement and medical programs. For 2023, these retirement programs included our Employee Savings Plan under Section 401(k) of the Internal Revenue Code and our Deferred Investment Plan. In addition, prior to their freezing effective December 31, 2019, our retirement programs included a Qualified Retirement Plan and Benefit Equalization Plan. Also, from time to time, we have provided one or more named executive officers with unfunded supplemental retirement benefits under the supplemental retirement agreements described under “Pension Plans” on page 42. No supplemental retirement benefits were granted in 2023. Additional information regarding our retirement programs is available under “Pension Plans” on page 42 and “Nonqualified Deferred Compensation” on page 43.
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