Andrew Tisch
CNA FINANCIALAbout Andrew H. Tisch
Andrew H. Tisch, age 75, has served on CNA’s Board since 2006 (19 years of tenure). He is a non‑independent director; effective January 1, 2025 he became Director Emeritus of Loews Corporation after serving as Co‑Chairman of Loews’ Board from 2006–2024 and as a member of Loews’ Office of the President from 1999–2021 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Loews Corporation | Co‑Chairman of the Board; Office of the President | Co‑Chairman: 2006–2024; Office of President: 1999–2021 | Senior leadership across diversified holdings; capital allocation oversight |
| Loews Corporation | Director Emeritus | Effective Jan 1, 2025 | Ongoing advisory role to Loews Board |
| Boardwalk Pipeline Partners LP (Loews subsidiary) | Director of GP | 2005–2021 | Governance of pipeline operations |
| Diamond Offshore Drilling, Inc. | Director | 2011–2020 | Oversight at former Loews subsidiary |
External Roles
| Organization | Role | Status |
|---|---|---|
| Loews Corporation | Director Emeritus | Current (since Jan 1, 2025) |
Board Governance
- Committee assignments:
- Executive Committee: Chairman (members: Andrew H. Tisch, James S. Tisch, Dino E. Robusto, Douglas M. Worman) .
- Finance Committee: all directors serve; Chair is James S. Tisch .
- Audit Committee: not a member; current members are independent directors Jose O. Montemayor (Chair), Michael A. Bless, Don M. Randel, André Rice .
- Compensation Committee: not a member; current members are independent directors Michael A. Bless (Chair), Jose O. Montemayor, Don M. Randel, André Rice .
- Independence: CNA is a “controlled company” under NYSE rules due to Loews’ >50% voting power; Andrew H. Tisch is not listed among independent directors (independent directors are Bless, Montemayor, Randel, Rice) .
- Attendance and engagement: In 2024, the Board met 5 times; Finance 4; Audit 5; Executive 5; Compensation 3, and each director serving the entire year attended at least 75% of the meetings of the Board and their committees; all directors as of the date of the 2024 Annual Meeting were present at that meeting .
- Executive sessions: Independent Directors meet regularly in executive session; Presiding Director role alternates between Audit and Compensation Chairs—Jose Montemayor (Audit Chair) serves until the 2025 Annual Meeting .
Fixed Compensation (Director Pay Structure and 2024 Actuals)
| Item | Amount | Notes |
|---|---|---|
| Annual director cash retainer (for directors neither employed by CNA nor Loews) | $129,000 | Paid solely in cash |
| Finance Committee annual retainer (for directors neither employed by CNA nor Loews) | $4,000 | Paid solely in cash |
| Audit Committee retainer | Member: $67,000; Chair: $87,000 | Paid solely in cash |
| Compensation Committee retainer | Member: $25,000; Chair: $30,000 | Paid solely in cash |
| Andrew H. Tisch – 2024 total director fees | $133,000 | Annual director retainer plus Finance Committee retainer |
CNA pays director compensation solely in cash; there are no equity grants or meeting fees disclosed for directors .
Performance Compensation (Director)
- Equity awards: None—CNA discloses director compensation is “paid solely in cash” with no director equity awards, options, RSUs, or PSUs .
- Hedging/Pledging policy: Directors are prohibited from hedging CNA stock; pledging is restricted to full‑recourse loans where repayment capacity exists without liquidating pledged stock .
Other Directorships & Interlocks
| Entity | Relationship | Governance Relevance |
|---|---|---|
| Loews Corporation | Director Emeritus; brother of James S. Tisch; uncle of Benjamin J. Tisch | Loews is CNA’s 92% controlling stockholder; family ties elevate potential related‑party exposure and reduce independence |
| Boardwalk Pipeline Partners LP (GP) | Former Director (2005–2021) | Loews subsidiary; historical interlock |
| Diamond Offshore Drilling, Inc. | Former Director (2011–2020) | Former Loews subsidiary; historical interlock |
Expertise & Qualifications
- Deep multi‑industry leadership experience via senior roles at Loews, with oversight of capital allocation and diversified operations; provides “valuable perspective and advice” to CNA’s Board through parent company experience .
Equity Ownership
| Security | Beneficial Ownership | Notes |
|---|---|---|
| CNA Common Stock | 106,100 shares | As of March 7, 2025 |
| Loews Common Stock | 14,595,959 shares | Includes 12,042,768 shares held by trusts of which Andrew is trustee; sole voting/investment power over 13,610,959 shares; shared voting/investment power over 985,000 shares; represents 6.9% of Loews outstanding |
Hedging of CNA securities by directors is prohibited; pledging is restricted as noted above .
Governance Assessment
- Control and independence: CNA is a controlled company (Loews owns 92% of common), and the Board is not majority‑independent; Andrew is a non‑independent director and chairs the Executive Committee, alongside other Loews‑affiliated directors—this structure concentrates decision authority among insiders and family members .
- Related‑party transactions (conflict risk):
- Tax Allocation Agreement: CNA paid or will pay approximately $255 million to Loews for 2024 under consolidated tax arrangements .
- Investment Services Agreement: Loews subsidiary provides investment facilities/services to CNA; 2024 reimbursements totaled approximately $60 million; additional limited corporate services reimbursement was less than $1 million .
- Services Agreement: CNA subsidiary provides investment‑related services to Loews; 2024 reimbursement approximately $1 million .
- Insurance coverage: CNA subsidiaries wrote insurance for Loews and its subsidiaries at standard rates; 2024 earned premiums approximately $2 million .
- Investment tied to Loews affiliate: CNA subsidiary invested $50 million in a CMBS backed by a mortgage obligation of a Loews affiliate maturing in 2034; ~$1 million income recognized in 2024 .
- Governance mitigant: Transactions are reviewed by the General Counsel and considered by the Audit Committee (excluding any involved members) for fairness to all stockholders, including minorities .
- Director compensation alignment: Directors receive cash only (no equity). Andrew’s direct CNA ownership is modest (106,100 shares), but his substantial Loews stake (6.9%) strongly aligns his interests with the controlling stockholder, not necessarily minority holders—this can reduce alignment with broader investor base while reinforcing parent‑level priorities .
- Attendance and engagement: Minimum 75% attendance threshold met in 2024 across Board and committees; independent directors hold executive sessions with a rotating Presiding Director (currently Audit Chair) .
- Say‑on‑pay environment: 2023 executive compensation received over 96% approval at the 2024 Annual Meeting, indicating broad investor support for executive pay practices; however, Loews’ 92% ownership materially determines outcomes .
RED FLAGS
- Controlled company with non‑majority‑independent Board; Andrew is non‑independent and chairs the Executive Committee .
- Extensive related‑party transactions with Loews (tax sharing, services, insurance, and investments), while family relationships (brother/uncle) heighten perceived conflict risk .
- Director pay is cash‑only with limited direct CNA equity ownership disclosed for Andrew, potentially reducing director‑level alignment with minority shareholders relative to typical equity‑linked structures .