André Rice

About André Rice

André Rice (age 67) is an Independent Director of CNA Financial, serving since 2017 (tenure 8 years). He is Founder and President of Muller & Monroe Asset Management, LLC (since 1999), is a certified public accountant, and is a member of the National Association of Securities Professionals and the National Association of Investment Companies (investment expertise cited as his core credential). He is one of four Independent Directors on a controlled-company board where Loews holds >50% voting power.

Past Roles

External Roles

Board Governance

• Independence: Determined independent under NYSE standards; one of four Independent Directors (Bless, Montemayor, Randel, Rice). CNA is a “controlled company” due to Loews’ majority ownership and thus not required to have a majority-independent board.
• Committees and roles:
  • Audit Committee: Member (Chair: Jose O. Montemayor). Board deems all members financially literate; Bless and Montemayor designated “audit committee financial experts.”
  • Compensation Committee: Member (Chair: Michael A. Bless).
  • Finance Committee: All directors are members; Chair: James S. Tisch.
  • Executive Committee: Not a member (members: Andrew H. Tisch—Chair, James S. Tisch, Dino E. Robusto, Douglas M. Worman).
• Attendance and engagement: In 2024 there were 5 Board, 4 Finance, 5 Audit, 5 Executive, and 3 Compensation meetings; each director serving the entire year attended at least 75% of applicable meetings. In 2023, all directors except Andrew H. Tisch met the 75% threshold (Rice met threshold).
• Presiding/lead independent structure: Independent Directors meet regularly in executive session; Chairs of Audit and Compensation alternate as Presiding Director (currently Montemayor until the Annual Meeting).

Committee Membership Summary

Fixed Compensation

CNA pays directors solely in cash (no equity). Current structure and Rice’s actual fees are below.

Director Compensation Structure (current)

Actual Cash Fees Paid to André Rice

Notes: The annual retainer increased to $129,000 effective August 1, 2023; members of the Executive Committee and directors employed by CNA or Loews receive no director compensation.

Performance Compensation

Other Directorships & Interlocks

Board context: CNA discloses significant related-party transactions with Loews (tax allocation: ~$255m paid by CNA in 2024; investment services: ~$60m to Loews subsidiary; insurance for Loews: ~$2m premiums; $50m CMBS investment tied to Loews affiliate). No Rice-specific related-party transactions are disclosed.

Expertise & Qualifications

• Founder/President of an investment management firm since 1999; extensive investment knowledge cited by CNA.
• Certified Public Accountant.
• Financially literate (as an Audit Committee member; Bless and Montemayor are the designated “financial experts”).

Equity Ownership

Alignment policies: CNA prohibits hedging by directors and restricts pledging (allowed only with full recourse and capacity to repay without liquidating pledged stock). Executive clawback policy is in place for restatements or material error.

Governance Assessment

• Strengths:

  • Independent director serving on both Audit and Compensation Committees, indicating a central role in oversight of financial reporting and pay practices.
  • Attendance: Met ≥75% threshold; 2024 meeting load was substantive (5 Board/5 Audit/3 Compensation/4 Finance/5 Executive overall).
  • Shareholder support: Say‑on‑Pay approvals remained strong (over 96% at 2024 meeting; over 98% at 2023 meeting), reflecting investor comfort with executive pay oversight by the Compensation Committee on which Rice serves.
  • Compensation Committee did not engage outside consultants in 2024, limiting potential consultant conflicts; policies prohibit hedging and restrict pledging, supporting alignment.

• Risk factors / potential red flags:

  • Zero beneficial ownership of CNA shares and an all‑cash director pay program reduce direct economic alignment with minority shareholders (no stock retainer or ownership build).
  • Controlled company status (Loews owns ~92% and designates multiple directors) limits board independence majority and minority shareholder influence, though Rice himself is independent.
  • Significant related‑party dealings with Loews (tax allocation payments, investment services fees, insurance premiums, CMBS tied to Loews affiliate) heighten the importance of rigorous Audit Committee oversight; no Rice‑specific conflicts disclosed.

• Bottom line: Rice is an independent, financially literate director with investment/CPA credentials and active service on key oversight committees. Main concern is alignment, given no CNA share ownership and an all‑cash director compensation structure amid a controlled company environment.