Daniel Franzetti
CNA FINANCIALAbout Daniel Franzetti
Daniel P. Franzetti, age 58, is Executive Vice President & Chief Administrative Officer (CAO) at CNA. He became a CNA executive officer in 2020, served as EVP, Worldwide Claims (Apr 2020–Jun 2023), and has been CAO since June 2023; prior roles include COO, QBE North America (2018–2020) . Company performance metrics used to determine executive pay emphasize Core Income (“CI”) and P&C underwriting results; in 2024 CNA achieved CI of $1.324B vs. a $1.268B target (103% achievement), and five-year cumulative TSR measured from 12/31/2019 translated to $155 for CNA vs. $239 for peers on an initial $100 investment, providing context for pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CNA Insurance Companies | EVP & Chief Administrative Officer | Jun 2023–present | Enterprise admin oversight; member of ESG steering group (CAO in governance list) |
| CNA Insurance Companies | EVP, Worldwide Claims | Apr 2020–Jun 2023 | Led global claims operations; elevated claims performance metrics supporting CI |
| QBE North America | Chief Operating Officer | Jan 2018–Apr 2020 | Operational leadership at U.S. P&C competitor; relevant to CNA’s underwriting/ops rigor |
External Roles
- No public company directorships or external board roles disclosed for Mr. Franzetti .
Fixed Compensation
Multi-year compensation (as reported in Summary Compensation Table):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $668,750 | $725,000 | $772,500 |
| Stock Awards (grant-date FV) | $974,980 | $1,349,965 | $1,499,987 |
| Non-Equity Incentive Plan Compensation (Annual Bonus Paid) | $1,640,000 | $1,870,000 | $1,810,000 |
| All Other Compensation | $240,321 | $356,775 | $412,451 |
| Total | $3,524,051 | $4,301,740 | $4,494,938 |
2024 All Other Compensation breakdown (key items):
- Dividend equivalent payments: $215,364; 401(k) and Deferred Comp contributions: $178,475; Other perqs (parking, financial planning, physical exam, club): $18,612; total: $412,451 .
- Company prohibits tax gross-ups on perquisites for NEOs .
Performance Compensation
Annual Incentive (Cash) – 2024
- Primary metric: CI with preset threshold/target/maximum and committee discretion; additional factors include combined ratio, expense ratio, ROE, catastrophe losses, legal exposures, and net written premium production .
- Targets and results:
- CI target: $1.268B; actual CI: $1.324B; approved achievement: 103% (rounded per plan rules) .
- Individual payout: $1,810,000 for 2024 .
- Target and maximum opportunity (2024 grants table): Target annual cash opportunity $1,170,000; maximum $2,340,000 (implies ~151% of 2024 base salary at target; derived) .
Long-Term Incentive (Equity – PSP)
- Instrument: Performance Share Plan (PSP) awards, 100% equity, earned on CI for the performance year, three-year cliff vesting, 0–200% payout range .
- Recent grant and vesting mechanics:
- 2024 PSP: Grant 3/15/2024; target 33,921 shares; max 67,842; grant-date FV $1,499,987; company achievement for 2024 set at 103%; vests no later than March 2027 .
- 2023 PSP: Achievement set at 111%; vests no later than March 2026 .
- 2022 PSP: Achievement set at 112%; vests no later than March 2025 .
Detailed table:
| Plan | Metric | Weighting | Target | Actual/Achievement | Payout Range | Vesting |
|---|---|---|---|---|---|---|
| 2024 Annual Incentive | CI (plus committee assessment) | Not disclosed | CI $1.268B | CI $1.324B; 103% achievement | 0–2x target (NEOs), with 2x cap | Cash paid in 2025 for 2024 performance |
| 2024 PSP | CI (performance year 2024) | Not disclosed | Target 33,921 sh | Achievement 103% | 0–200% | 3-year cliff; pays by Mar 2027 |
| 2023 PSP | CI (performance year 2023) | Not disclosed | N/A | Achievement 111% | 0–200% | 3-year cliff; pays by Mar 2026 |
| 2022 PSP | CI (performance year 2022) | Not disclosed | N/A | Achievement 112% | 0–200% | 3-year cliff; pays by Mar 2025 |
Vesting and realized in recent years:
- Shares acquired on vesting: 21,408 (value realized $946,662) in 2024; 20,422 (value realized $752,346) in 2023 .
2024 Grants (Plan-Based)
| Grant | Grant Date | Type | Threshold (#) | Target (#) | Max (#) | Grant-Date FV |
|---|---|---|---|---|---|---|
| 2024 PSP | 3/15/2024 | PSUs | 16,960 | 33,921 | 67,842 | $1,499,987 |
Equity Ownership & Alignment
- Beneficial ownership (as of Mar 7, 2025): 23,322 shares; note footnote indicates shares issuable upon exercise of awards exercisable currently or within 60 days of the record date .
- Prior year reference (as of Mar 5, 2024): 32,784 shares, including 21,408 shares issuable upon exercise within 60 days (classification per proxy footnote) .
- Outstanding equity at 12/31/2024 (stock awards not vested; market value shown):
- 3/15/2022: 23,322 shares; $1,128,085
- 3/15/2023: 40,674 shares; $1,967,401
- 3/15/2024: 34,938 shares; $1,689,951 .
- Death/Disability: Value that would have become payable under equity-based plans if terminated on 12/31/2024: $4,785,438 .
- Hedging/Pledging: Hedging prohibited; pledging discouraged—permitted only if full recourse and executive can satisfy obligations without liquidating CNA stock; no tax gross-ups on perquisites; clawback policy in place for restatements or material errors .
Employment Terms
- Employment agreements/severance: As of 12/31/2024, only the CEO had a severance arrangement; the company states “No individual employment agreements for executive officers, except the CEO.” Thus no individual employment agreement or severance arrangement is disclosed for Mr. Franzetti .
- Pension/SERP: NEOs do not receive benefits under the CNA Retirement Plan or Supplemental Executive Retirement Plan .
- Deferred compensation: 2024 contributions $233,350; company contributions $141,485; earnings $72,431; year-end balance $1,177,164 . Plan allows eligible executives to defer salary/bonus above qualified plan limits; employer matching rules align with 401(k) constraints; fully vests after five years of service .
Company Performance Context (for pay-for-performance)
| Indicator | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income (USD) | $690,000,000 | $1,184,000,000 | $682,000,000 | $1,205,000,000 | $959,000,000 |
| CI (Core Income) (USD) | $1,049,000,000 | $1,083,000,000 | $1,201,000,000 | $1,312,000,000 | $1,324,000,000 |
| Value of $100 Investment (TSR) | $95 | $113 | $118 | $125 | $155 |
| Peer Group TSR ($100 base) | $107 | $130 | $156 | $169 | $239 |
Pay-versus-performance narrative notes 2024 Net Income was negatively impacted by a pension plan annuity settlement charge; CI (used for incentives) adjusts for non-core items and aligned with trends in underlying P&C performance (combined ratio and underwriting premium) .
Compensation Governance, Say-on-Pay, Committee
- Compensation Committee members: Michael A. Bless (Chair), Jose O. Montemayor, Don M. Randel, André Rice .
- Say-on-Pay: At 2024 meeting, shareholders approved 2023 NEO compensation with over 96% support, which the Committee viewed as affirmation of the program .
- Program features: equity-heavy, three-year cliff-vesting PSUs, caps on annual bonuses, clawback policy, no hedging, restrictive pledging, no perquisite tax gross-ups .
Investment Implications
- Alignment: Franzetti’s pay mix is highly variable with significant equity tied to CI, and three-year cliff vesting creates retention and alignment through at least March 2027 across the 2022–2024 cycles; 2024 PSP achievement was 103% (near target), indicating balanced incentive outcomes .
- Selling pressure: PSPs typically vest in mid-March; Franzetti realized 21,408 shares in 2024 and 20,422 in 2023 on vesting, suggesting potential supply events around March each year; outstanding unvested awards (approx. 98,934 shares across 2022–2024 grants) could add to March vesting flows over 2025–2027, subject to actual payouts and withholding .
- Retention risk: No individual employment agreement or severance arrangement is disclosed for Franzetti, which limits guaranteed separation economics but increases reliance on ongoing equity vesting for retention; death/disability acceleration value at year-end 2024 was $4.79M .
- Performance linkage: Incentives center on CI (adjusted operating income) with explicit targets/achievement; while company TSR has trailed the peer set over the five-year window, CI and underwriting drivers improved in 2023–2024, supporting incentive payouts near/above target and indicating management focus on core profitability drivers that fund equity realizations .
Notes on policies relevant to alignment and risk: Clawback applies to restatements/material errors; hedging is prohibited; pledging tightly restricted; no perquisite gross-ups .