Benjamin Tisch

About Benjamin J. Tisch

Benjamin J. Tisch (age 42; CNA director since 2018, tenure 7 years) is President and Chief Executive Officer and a Director of Loews Corporation effective January 1, 2025. Prior roles at Loews include Senior Vice President of Corporate Development & Strategy (2022–2024) and Vice President (2014–2022); prior to Loews, he was a Managing Director at Fortress Investment Group’s Global Macro Fund. He is a non‑independent CNA director due to his executive role and familial ties at Loews, CNA’s 92% controlling shareholder. His stated expertise centers on capital allocation, portfolio oversight, and investment strategy .

Past Roles

External Roles

Board Governance

• Independence: Non‑independent CNA director (Loews executives are non‑independent; CNA is a “controlled company” under NYSE rules and does not have a majority‑independent board) .
• Committee assignments:
  • Audit Committee: Composed exclusively of independent directors (Bless, Montemayor, Randel, Rice); Tisch is not a member .
  • Compensation Committee: Composed exclusively of independent directors (Bless, Montemayor, Randel, Rice); Tisch is not a member .
  • Executive Committee: Members are Andrew H. Tisch (Chair), James S. Tisch, Dino E. Robusto, and Douglas M. Worman; Tisch is not a member .
  • Finance Committee: All directors are members; Chair is James S. Tisch. Benjamin Tisch sits on Finance by virtue of full‑board membership .
• Presiding/Lead Independent Director: Independent directors meet in executive session; the Presiding Director role rotates between Audit and Compensation Chairs; Jose Montemayor served as Presiding Director until the 2025 Annual Meeting .
• Attendance: In 2024, each director serving the full year attended at least 75% of board and relevant committee meetings (Andrew H. Tisch was the only exception in 2023 at 71%) .

Fixed Compensation

CNA pays directors who are neither employed by CNA nor by Loews in cash only; Loews or CNA employees do not receive CNA director fees.

Examples of 2024/2025 fee totals (only for non‑Loews/CNA employees and Andrew H. Tisch as Director Emeritus of Loews): Michael Bless $230,000, Jose Montemayor $245,000, Don Randel $225,000, André Rice $225,000 (2024 activity/2025 proxy); Andrew H. Tisch $133,000 (2024 activity/2025 proxy) .

Performance Compensation

• Equity compensation for CNA directors: None; “All foregoing director compensation is paid solely in cash.” No RSUs/PSUs/options for directors .
• Hedging and pledging: CNA prohibits hedging and pledging of CNA securities by directors and executive officers (exceptions only with full recourse ability to repay loans without liquidating stock) .

Other Directorships & Interlocks

Loews ownership of CNA common stock: 248,414,738 shares (92% of class) as of Mar 7, 2025; 91.7% as of Mar 5, 2024; 90.1% as of Mar 3, 2023 .

Expertise & Qualifications

• Capital allocation and investment strategy across diversified assets; oversight of subsidiary performance .
• Prior macro markets trading and portfolio management (rates/FX) at Fortress Investment Group .

Equity Ownership

Notes: 2025 Loews holding footnote details include trust‑held shares and deferred RSUs deliverable within 60 days upon service termination .

Governance Assessment

• Strengths:

  • Financial risk oversight led by independent Audit Committee; independent directors meet in executive session with rotating Presiding Director (most recently Jose Montemayor) .
  • Clear prohibition of hedging/pledging of CNA stock by directors/executives; clawback policy for executives is disclosed (not director‑specific) .

• Material conflicts and control structures:

  • CNA is a NYSE “controlled company”; Loews owns 92% of CNA and has multiple executives/family members (including Benjamin J. Tisch) on CNA’s board—reducing independent oversight .
  • Related‑party transactions with Loews are significant and recurring:
    • Tax Allocation Agreement: CNA paid approx. $255 million to Loews for 2024; $259 million for 2023; $207 million for 2022 .
    • Investment Facilities & Services Agreement: CNA reimbursed Loews subsidiary approx. $60 million in 2024 ($55 million in 2023; $51 million in 2022) .
    • Services Agreement: Loews reimbursed CNA subsidiary approx. $1 million in 2024 and 2023 .
    • Insurance written for Loews entities: $2 million earned premiums in 2024 and 2023; $3 million in 2022 .
    • Investment exposure: 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 .
  • Committee placement: While Benjamin Tisch is not on Audit or Compensation, he is on the Finance Committee (all directors are) and thus participates in capital/financing deliberations while serving as Loews CEO—heightening potential for controlling shareholder influence .

• Director compensation and alignment:

  • Benjamin Tisch receives no CNA director fees (Loews employee), and holds no CNA stock; his economic alignment is primarily with Loews, the controlling shareholder, rather than minority CNA holders .
  • CNA director pay is purely cash; no equity grants for directors—limiting direct stock‑based alignment for non‑employee directors .

• Attendance and engagement:

  • 2024 attendance threshold met (≥75%); board/committee cadence shows regular oversight (Board 5, Finance 4, Audit 5, Executive 5, Compensation 3 meetings) .

• RED FLAGS:

  • Multiple and large related‑party transactions with Loews (tax, investment services, insurance, and a sizable CMBS tied to a Loews affiliate) .
  • Dense interlocks: Loews Chair (James S. Tisch), Director Emeritus (Andrew H. Tisch), CFO (Jane J. Wang), SVP (Kenneth I. Siegel), and CEO (Benjamin J. Tisch) all on CNA’s board .
  • Controlled company exemption: Fewer independent directors than a typical NYSE‑listed non‑controlled company; no separate nominating committee (functions handled by full board) .

Say‑on‑Pay & Shareholder Feedback (Indicator of investor sentiment)

These votes reflect support for executive compensation design; they are advisory and do not address director independence or related‑party exposure directly .

Compensation Committee Analysis Snapshot

Overall, Benjamin J. Tisch’s profile signals significant controlling‑shareholder influence on CNA’s board, limited direct alignment with minority CNA shareholders (no CNA shareholdings, no CNA director equity), and persistent related‑party flows between CNA and Loews. While Audit and Compensation oversight remains independent, investors should weigh Finance Committee participation and interlocks against the robustness of independent processes and disclosures .