Dino Robusto
CNA FINANCIALAbout Dino Robusto
Dino E. Robusto is Executive Chairman of CNA Financial Corporation effective January 1, 2025; he served as Chairman and Chief Executive Officer from 2016 through December 31, 2024 and has been a director since 2016. He is age 66 with 9 years of board tenure as of the 2025 proxy; his insurance credentials include senior leadership roles at Chubb and deep commercial P&C expertise . Pay-versus-performance disclosures show CNA’s cumulative TSR value of an initial $100 investment rising to $155 in 2024 and CI-based operating performance of $1.324B in 2024 vs a $1.268B target (103% achievement), with Net Income of $959M in 2024 impacted by a pension annuity charge; prior years show consistent CI growth aligned to underwriting and investment income drivers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CNA Financial Corporation | Executive Chairman | 2025–present | Board leadership post-CEO transition; separation of Chair/CEO enhances governance |
| CNA Financial Corporation | Chairman & Chief Executive Officer | 2016–2024 | Led P&C underwriting and investment performance; compensation tied to CI targets |
| Chubb Group of Insurance Companies | President, Commercial & Specialty Lines; EVP, Chubb Limited | 2013–2015 | Led growth across commercial/specialty lines, brought underwriting discipline |
| Chubb | President, Personal Lines and Claims | 2011–2013 | Operational leadership in retail lines and claims |
| Chubb | Various roles | 1986–2011 | Long-tenured P&C executive experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Junior Achievement of New Jersey | Director | N/A | Current service |
| Applied Systems Inc. | Director | N/A | Former service |
| RAND Institute for Civil Justice | Director | N/A | Former service |
| Catalyst, Inc. | Board of Advisors | N/A | Former advisory role |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $1,250,000 | $1,250,000 | $1,250,000 |
| Director Fees | Not applicable (employee directors do not receive director compensation) | Not applicable | Not applicable |
Performance Compensation
| Component | Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Incentive Cash (AIB) | CI | $1.268B (2024) | $1.324B (2024) | CEO Award: $7,500,000 (2024) | Cash; paid following year-end determination |
| Performance Share Plan (PSP, PSUs) | CI | 103% achievement (2024 cycle) | 103% (2024 PSP) | 0–200% of target; 2024 cycle at 103% | 3-year cliff; 2024 PSP pays Q1 2027 |
2024 PSP Grant Detail
| Grant Date | Threshold (#) | Target (#) | Maximum (#) | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 3/15/2024 | 62,189 | 124,378 | 248,756 | $5,499,995 |
2023 PSP Grant Detail
| Grant Date | Threshold (#) | Target (#) | Maximum (#) | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 3/15/2023 | 74,647 | 149,294 | 298,588 | $5,499,991 |
Vesting and Achievements by Cycle (Outstanding at FY-end)
| PSP Cycle | Units Unvested (#) | Market Value ($) | Achievement % | Expected Vest |
|---|---|---|---|---|
| 2022 | 131,567 | $6,363,896 | 112% (determined Jan 31, 2023) | No later than March 2025 |
| 2023 | 165,716 | $8,015,683 | 111% (determined Jan 30, 2024) | No later than March 2026 |
| 2024 | 128,109 | $6,196,632 | 103% (determined Feb 4, 2025) | No later than March 2027 |
Realized Stock Vesting
| Year | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| 2024 | 125,597 | $5,553,899 |
| 2023 | 135,298 | $4,984,378 |
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Beneficial Ownership (CNA shares) | 518,163 shares | Includes 131,567 shares issuable from awards currently exercisable within 60 days |
| Shares Outstanding (Record Date) | 270,161,659 (as of Mar 7, 2025) | Used for ownership % computation |
| Ownership as % of Outstanding | ~0.19% (518,163 ÷ 270,161,659) | Computed from disclosed figures |
| Unvested PSUs (total) | 425,392 (2022+2023+2024 cycles) | Vest by Mar 2025/2026/2027 |
| Hedging/Pledging | Hedging prohibited; pledging generally prohibited unless full recourse and ability to repay without liquidating stock | |
| Ownership Guidelines | Not disclosed | — |
Employment Terms
| Term | Key Provision |
|---|---|
| Agreement Term | Employment agreement effective Nov 21, 2020; term through Dec 31, 2024 as CEO/Chair |
| Base Salary | $1,250,000 annually, subject to Board/Committee increases |
| Annual Bonus Opportunity | Target $5,000,000; Max $7,500,000 |
| Long-Term Incentives | Target equal to 4.4× base salary; CI-based PSUs subject to Committee approval and adjustment |
| Severance (without cause / good reason) | Base salary for balance of term; prior-year unpaid incentive awards; prorated current-year bonus; target annual bonus for remainder of term; continued vesting of LTIs; subsidized benefits remainder of term (≥1 year); subject to release and 409A |
| Severance (Potential Payments as of 12/31/2024) | Termination w/o cause or for good reason: $34,326,796 total; Retirement: $20,576,211; Death/Disability: $28,076,796 |
Board Governance
- Role and Independence: Robusto is a non-independent Executive Chairman; CNA is a “controlled company” under NYSE rules due to Loews’ >50% voting power, so the board is not majority independent .
- Committees: Executive Committee members include Andrew Tisch (Chair), James Tisch, Dino Robusto, and Douglas Worman; all directors serve on Finance Committee (Chair: James Tisch). Audit and Compensation Committees are composed solely of independent directors .
- Presiding/Lead Independent Director: Independent directors meet regularly in executive session; presiding director rotates between Audit and Compensation Chairs. As of the 2025 meeting, Jose Montemayor (Audit Chair) serves as Presiding Director .
- Meetings: In 2024, Board met 5 times; Audit 5; Compensation 3; Executive 5; Finance 4. Directors serving the full year attended ≥75% of meetings .
Director Compensation (for context)
- Independent directors receive cash retainers (Board $129,000; Finance $4,000; Compensation $25,000/$30,000 chair; Audit $67,000/$87,000 chair). Employee directors and Executive Committee members employed by CNA or Loews do not receive director compensation .
Compensation Committee Analysis
- Committee Composition: Michael Bless (Chair), Jose Montemayor, Don Randel, André Rice; all qualify as non‑employee directors under Rule 16b‑3 .
- Consultant Use: No outside compensation consultant engaged in 2024 (or 2023) .
- Peer Group for pay benchmarking: Allstate, American Financial Group, Chubb, Cincinnati Financial, Hartford, Markel, Progressive, Travelers, W.R. Berkley .
- Policies: Clawback policy compliant with SEC rules; no tax gross-ups on perquisites; no dividends/equivalents paid until vesting; hedging and pledging restrictions as above .
Say‑on‑Pay & Shareholder Feedback
| Year | Approval |
|---|---|
| 2024 vote on 2023 pay | Over 96% approval |
| 2023 vote on 2022 pay | Over 98% approval |
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR (Initial $100) | $95 | $113 | $118 | $125 | $155 |
| Peer Group TSR (Initial $100) | $107 | $130 | $156 | $169 | $239 |
| Net Income ($) | $690,000,000 | $1,184,000,000 | $682,000,000 | $1,205,000,000 | $959,000,000 |
| CI ($) | $1,049,000,000 | $1,083,000,000 | $1,201,000,000 | $1,312,000,000 | $1,324,000,000 |
- 2024 CI target set at $1.268B; achieved $1.324B (rounded to 103%), with adjustments primarily reflecting a $293M after-tax pension annuity settlement charge; incentive outcomes aligned with CI .
- CNA notes peer TSR outperformance relative to its own TSR due in part to the run-off long-term care book, distinguishing CNA from peers; CAP trends for executives are equity-sensitive and track share price .
Related Party Transactions (governance context)
- Loews owns ~92% of CNA and votes independently; Tax Allocation Agreement led to ~$255M paid by CNA to Loews in 2024; Investment Services Agreement reimbursements of ~$60M; limited corporate services reimbursements < $1M; other minor service agreements and insurance policies at standard rates .
Risk Indicators & Red Flags
- Hedging prohibited, pledging restricted; no option repricing; no tax gross-ups; clawback policy in force .
- Controlled company status may limit independence optics; Executive Chairman is non‑independent .
Compensation Structure Analysis
- Mix: CEO compensation heavily weighted to at-risk pay (91% variable) with both annual cash and PSUs tied 100% to CI; PSUs are 3-year cliff-vested, reinforcing long-term alignment .
- Shift/Changes: Company states it does not currently grant options or similar option-like awards; equity program focuses on RSUs at hire and annual CI-based PSUs, reducing short-term risk taking associated with options .
- Caps and discretion: AIB capped at 1.5× target for CEO; PSP caps at 200% of target; Committee retains negative discretion and can eliminate awards uniformly under adverse conditions .
Equity Ownership & Alignment Commentary
- Robusto’s direct economic alignment includes 518,163 beneficial shares and substantial unvested PSUs across three cycles (2022–2024). Upcoming vestings (2025–2027) imply multi-year potential supply from PSU payouts, though hedging and pledging restrictions mitigate misalignment risk .
Investment Implications
- Incentive design (100% CI for AIB/PSPs) tightly aligns executive pay with underwriting profitability and premium growth, making CI variance a key trading signal around compensation outcomes and vesting events .
- Executive Chairman dual role and controlled-company status centralize influence with Loews, reducing governance-driven catalyst risk but potentially dampening activist pathways; independent committee structures and a strong presiding director offset some independence concerns .
- Upcoming PSU vestings (2025–2027) and prior vesting values suggest recurring equity issuance to executives; monitor vesting calendars for potential selling pressure, though policy constraints on hedging/pledging and historical say‑on‑pay support (>96%) limit adverse optics .
- Severance and change-of-control economics are modestly protective without apparent single-trigger acceleration beyond continued vesting per agreement; termination scenarios quantified, with no excise tax gross-ups, reducing parachute overhang risk .