The following table shows information for the years indicated regarding the compensation of our named executive officers and certain metrics related to our performance.
| Year(1) · · · Summary Compensation Table Total for PEO · · · Compensation Actually Paid to PEO(2) · · · Average Summary Compensation Table Total for non-PEO Named ExecutiveOfficers · · · Average Compensation Actually Paid to non-PEO Named Executive Officers(2) · · · Value of Initial Fixed $100 Investment Based On: · · · Net Income (millions) · · · Performance- Based Income (millions)(5) |
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| · Total Shareholder Return(3) · · · Peer Group Total Shareholder Return(4) · |
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| 2023 | | | $6,918,337 | | | $7,276,014 | | | $4,804,732 | | | $5,086,696 | | | $153.46 | | | $154.87 | | | $1,434 | | | $1,601 |
| 2022 | | | 6,439,183 | | | 6,487,578 | | | 4,516,160 | | | 4,506,675 | | | 123.10 | | | 146.31 | | | 822 | | | 1,159 |
| 2021 | | | 6,119,523 | | | 6,727,729 | | | 5,413,003 | | | 5,925,474 | | | 121.37 | | | 119.40 | | | 1,562 | | | 1,211 |
| 2020 | | | 6,966,163 | | | 5,478,288 | | | 5,744,315 | | | 4,951,701 | | | 86.31 | | | 86.28 | | | (931) | | | 836 |
| (1) | Reported compensation amounts for 2023 are based on James S. Tisch as the principal executive officer (“PEO”) and Jane J. Wang, Jonathan M. Tisch, Kenneth I. Siegel and Richard W. Scott as the non-PEO name executive officers (“non-PEO NEOs”). Reported compensation amounts for 2022 are based on James S. Tisch as the PEO and David B. Edelson, Jane J. Wang, Jonathan M. Tisch, Kenneth I. Siegel and Richard W. Scott as the non-PEO NEOs. Reported compensation amounts for 2021 and 2020 are based on James S. Tisch as the PEO and David B. Edelson, Andrew H. Tisch, Jonathan M. Tisch and Kenneth I. Siegel as the non-PEO NEOs. |
| (2) | “Compensation actually paid” is the total Summary Compensation Table compensation, adjusted in accordance with applicable SEC rules as set forth in the following table. The amounts set forth for the non-PEO NEOs are averages of the adjustments. |
| Adjustment · · · PEO · · · Non-PEO NEOs |
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| Deduction of the aggregate change in the actuarial present value of the named executive officer’s accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table | | | 2023 | | | $ (153,220) | | | 2023 | | | $(116,857) |
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| | 2022 | | | 0 | | | 2022 | | | (46,198) | |
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| | 2021 | | | 0 | | | 2021 | | | (31,535) | |
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| | 2020 | | | (1,169,051) | | | 2020 | | | (507,447) | |
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| Deduction of the amounts reported in the Summary Compensation Table in respect of all stock awards | | | 2023 | | | (1,000,000) | | | 2023 | | | (850,000) |
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| | 2022 | | | (1,000,000) | | | 2022 | | | (700,000) | |
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| | 2021 | | | (900,000) | | | 2021 | | | (805,000) | |
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| | 2020 | | | (900,000) | | | 2020 | | | (805,000) | |
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| Addition of the fair value as of the end of the year of all stock awards granted during the year that were outstanding and unvested as of the end of the year | | | 2023 | | | 1,149,349 | | | 2023 | | | 976,957 |
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| | 2022 | | | 959,353 | | | 2022 | | | 671,518 | |
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| | 2021 | | | 1,108,068 | | | 2021 | | | 991,104 | |
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| | 2020 | | | 763,674 | | | 2020 | | | 683,065 | |
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| Addition of the change as of the end of the year (from the end of the prior year) in fair value (whether positive or negative) of stock awards granted in any prior year that were outstanding and unvested as of the end of the year | | | 2023 | | | 293,199 | | | 2023 | | | 222,123 |
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| | 2022 | | | 15,770 | | | 2022 | | | 9,181 | |
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| | 2021 | | | 335,839 | | | 2021 | | | 216,430 | |
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| | 2020 | | | (211,423) | | | 2020 | | | (189,103) | |
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| Addition of the change as of the vesting date (from the end of the prior year) in fair value (whether positive or negative) of any stock awards granted in any prior year for which all applicable vesting conditions were satisfied as of the end of or during the year | | | 2023 | | | 68,349 | | | 2023 | | | 49,741 |
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| | 2022 | | | 73,272 | | | 2022 | | | 56,014 | |
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| | 2021 | | | 64,299 | | | 2021 | | | 141,472 | |
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| | 2020 | | | 28,925 | | | 2020 | | | 25,871 | |
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| (3) | Total shareholder return (“TSR”) is calculated in accordance with applicable SEC rules. For calculation purposes, the measurement period is the period from the market close on the last trading day before 2020 through and including the end of 2023. |
| (4) | This column represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. For all years presented in the table, the peer group consists of the following companies: Berry Global, Inc., Chubb Limited, Diamond Rock Hospitality Company, Enbridge Inc., Energy Transfer LP, Kinder Morgan, Inc. Ryman Hospitality Properties, Inc. Silgan Holdings Inc., Sunstone Hotel Investors, Inc., The Hartford Financial Services Group, Inc., The Travelers Companies, Inc., W.R. Berkley Corporation and Xenia Hotels & Resorts, Inc. |
| (5) | 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. More information about performance-based income, including a description of the adjustments to net income made by the Compensation Committee to determine performance-based income, is provided under “Compensation Program Structure and Process” beginning on page 25. |
| 44 | | | Loews Corporation 2024 Proxy Statement |
DISCUSSION OF PAY VERSUS PERFORMANCE TABLE
The following graphs show the relationships between compensation actually paid to the PEO and the average compensation actually paid to the non-PEO NEOs and certain performance metrics during the years covered by the Pay Versus Performance Table.
| Loews Corporation 2024 Proxy Statement | | | 45 |
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The following table shows the financial performance measures we use to link compensation actually paid to our named executive officers to our performance.
| | | Financial Performance Measures | | |
| | | Performance-Based Income | | |
| | | Performance-Based Income per Share | | |
