Don Randel
CNA FINANCIALAbout Don M. Randel
Retired President of The Andrew W. Mellon Foundation (2006–2013) and former President of the University of Chicago (2000–2006). Age 84 with 23 years of service on CNA’s board; independent under NYSE standards and currently serves on key oversight committees. Director since 2002; CNA is a controlled company with Loews owning 92% of common stock .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Andrew W. Mellon Foundation | President | 2006–2013 | Senior leadership experience valuable to board oversight |
| University of Chicago | President | 2000–2006 | Senior leadership of a large institution; governance perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No current public company directorships or external roles noted in proxy biography |
Board Governance
- Independence: Board determined Randel is independent under NYSE listing standards; CNA is a “controlled company,” so board is not majority independent .
- Committees: Audit Committee member (Chair: Jose Montemayor); Compensation Committee member (Chair: Michael Bless); all directors serve on Finance Committee (Chair: James S. Tisch); not on Executive Committee .
- Financial literacy: All current Audit Committee members are financially literate per board determination .
- Presiding director/executive sessions: Independent directors meet in executive session; Presiding Director alternates between Audit and Compensation chairs—currently Jose Montemayor .
- Attendance and meetings: In 2024, Board (5), Finance (4), Audit (5), Executive (5), Compensation (3); all directors serving the full year attended ≥75% of meetings (2023 exception: Andrew Tisch at 71%) .
- Tenure: 23 years; Director since 2002 .
- Retirement policy: Board does not have a retirement policy for independent directors .
Fixed Compensation
Director fees are cash-only (no equity). Fee schedule and Randel’s actual compensation:
| Item | Amount ($) | Year | Notes |
|---|---|---|---|
| Annual director retainer (independent directors) | 129,000 | 2024 | Cash-only |
| Audit Committee member retainer | 67,000 | 2024 | Cash-only |
| Compensation Committee member retainer | 25,000 | 2024 | Cash-only |
| Finance Committee member retainer | 4,000 | 2024 | Cash-only; applies to directors not employed by CNA/Loews |
| Total fees paid — Don M. Randel | 225,000 | 2024 | Matches schedule above |
| Total fees paid — Don M. Randel | 210,417 | 2023 | After retainer increase effective Aug 1, 2023 |
- All foregoing director compensation is paid solely in cash; no stock, RSUs, options, or meeting fees disclosed .
Performance Compensation
- None disclosed for directors; CNA’s director compensation program is fixed cash-only (no PSUs/RSUs/options and no performance metrics tied to director pay) .
Other Directorships & Interlocks
| Person | Other Boards | Interlocks/Relationships | Notes |
|---|---|---|---|
| Don M. Randel | None disclosed | None with Loews | Biography lists prior nonprofit/academic leadership; no public boards listed |
| Board context | Multiple Loews executives on CNA board | Controlled company; Loews holds 92% | Loews officers/directors serve on CNA’s board; structural influence |
Expertise & Qualifications
- Senior leadership of large, complex institutions (Mellon Foundation; University of Chicago), valued by the board for governance and oversight .
- Financial literacy (Audit Committee member; board deems all members financially literate) .
Equity Ownership
As of March 7, 2025:
| Holder | CNA Shares Beneficially Owned | Loews Shares Beneficially Owned | Notes |
|---|---|---|---|
| Don M. Randel | 0 | 0 | Reported holdings; no RSUs/options listed; beneficial ownership table shows zero |
| Loews Corporation (context) | 248,414,738 | — | 92% of CNA common stock outstanding |
- Pledging/hedging: No pledging disclosed for Randel; he reports zero holdings .
- Ownership guidelines: No director stock ownership guidelines disclosed in the proxy; director pay is cash-only .
Governance Assessment
Strengths
- Independent director with 23-year tenure; consistent Audit and Compensation committee service, enhancing oversight continuity .
- Financially literate; participates in executive sessions with independent directors and established presiding director rotation .
- Attendance: Board and committees maintained regular meeting cadence in 2024; all directors serving the full year met ≥75% attendance threshold .
- Say-on-pay support remains high (96% in 2024; 98% in 2023), indicating positive shareholder sentiment toward compensation oversight by the committee on which Randel serves .
Watch items / RED FLAGS
- Bold structural factor: Controlled company status with Loews at 92% and multiple Loews executives on CNA’s board reduces overall board independence; Randel is independent but operates within a non-majority independent board .
- Bold alignment concern: Director compensation is 100% cash-only; Randel reported zero CNA share ownership, limiting “skin-in-the-game” alignment signals .
- Board refreshment: No retirement policy for independent directors; advanced age (84) and 23-year tenure warrant ongoing succession planning and refreshment considerations by the board .
Related-Party Exposure (Board Oversight Context)
- Extensive related-party transactions with Loews, including tax allocation ($255 million paid by CNA in 2024), investment services ($60 million), limited corporate services (<$1 million), premiums written ($2 million), a $50 million CMBS investment tied to a Loews affiliate (recognized $1 million income), and insurance premiums paid by Prosperity Group Holdings ($180,000) where an independent director (Montemayor) serves on their board. Audit Committee (including Randel) is responsible for oversight and review per policy .
Fixed Compensation (Detail)
| Component | 2024 Policy | Paid in Cash/Equity |
|---|---|---|
| Annual Retainer (independent directors) | $129,000 | Cash-only |
| Audit Committee Member | $67,000 | Cash-only |
| Audit Committee Chair | $87,000 | Cash-only |
| Compensation Committee Member | $25,000 | Cash-only |
| Compensation Committee Chair | $30,000 | Cash-only |
| Finance Committee Member (independents) | $4,000 | Cash-only |
Performance Compensation (Metrics)
| Metric Type | Description | Status |
|---|---|---|
| Equity awards (RSUs/PSUs) | Annual director equity grants | Not used; director pay is cash-only |
| Options | Grants, vesting, strike | Not used; director pay is cash-only |
| Performance metrics | TSR, revenue, EBITDA, ESG | Not applicable to director compensation at CNA |
Other Notes
- Committee composition and charters: Audit and Compensation charters posted at www.cna.com; current members include Randel; committee independence affirmed under SEC/NYSE rules .
- Executive sessions and leadership: Independent directors meet regularly; Presiding Director rotates between committee chairs, strengthening independent oversight .