Douglas Worman
CNA FINANCIALAbout Douglas Worman
Douglas M. Worman is President and Chief Executive Officer of CNA Financial Corporation effective January 1, 2025, and a director since 2025. He previously served as Executive Vice President and Global Head of Underwriting at CNA (2017–Dec 31, 2024) and earlier as CEO of U.S. Insurance at Endurance Holdings . He is 57 years old and in his first year of board service at CNA . Under his leadership in 2025, CNA reported record core income milestones (e.g., Q3 2025 core income of $409M; YTD core income surpassed $1B for the first time), with an underlying combined ratio of 91.3% and expense ratio of 29.1% in Q3 2025 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CNA Financial | President & Chief Executive Officer | 2025–present | Leads enterprise strategy and operations; CEO certifications filed with SEC in 2025 |
| CNA Insurance Companies | EVP & Global Head of Underwriting | 2017–2024 | Led global underwriting; deep P&C specialization |
| Endurance Holdings | CEO, U.S. Insurance | Pre-2017 | Senior P&C leadership experience |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CNA Financial Board of Directors | Director (Non‑Independent) | 2025–present | Member: Executive Committee; Finance Committee (all directors serve) |
Fixed Compensation
Multi-year compensation (CNA NEO in 2022–2024; CEO effective 1/1/25):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $900,000 | $937,500 | $976,250 |
| All Other Compensation | $461,808 | $731,614 | $759,329 |
| Total Fixed (Salary + All Other) | $1,361,808 | $1,669,114 | $1,735,579 |
2024 All Other Compensation detail:
| Component (USD) | 2024 |
|---|---|
| Company Aircraft | $1,141 |
| Dividend Equivalent Payments | $459,450 |
| 401(k) and Deferred Comp Contributions | $297,387 |
| Other (parking, financial planning, physical exam, club) | $1,350 |
| Total | $759,329 |
Deferred compensation (2024):
| Metric (USD) | Amount |
|---|---|
| Executive Contributions | $58,575 |
| Company Contributions | $259,437 |
| Aggregate Earnings | $39,951 |
| Aggregate Year-end Balance | $1,502,956 |
Policies: No tax gross-ups on perquisites; clawback policy applies to executive officers; hedging prohibited and pledging of Company stock restricted for directors and executive officers .
Performance Compensation
Pay-for-performance design: annual cash (AIB) and performance share units (PSUs) are both determined on “CI” (adjusted Net Income) with a single-year performance measurement and PSUs subject to a three-year cliff vest (one-year performance plus two-year vest) .
2024 incentive framework and outcomes:
| Component | Metric | Target | Actual/Achievement | Payout/Vesting |
|---|---|---|---|---|
| Annual Incentive Cash (AIB) | CI | $1.268B | $1.324B; 103% achievement | $4,000,000 cash (approved Feb 4, 2025) |
| Performance Share Units (PSUs, 2024 cycle) | CI | Target units 64,450 | 103% achievement | Vests in Q1 2027 (3-year cliff) |
Year-over-year performance-based elements:
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards (grant date FV) | $2,474,999 | $2,474,985 | $2,849,979 |
| Non-Equity Incentive (AIB) | $3,520,000 | $3,800,000 | $4,000,000 |
Stock vested in 2024: 45,671 shares; value realized $2,019,572 .
Performance metric notes:
- CI definition excludes certain items (e.g., realized capital gains/losses, certain LP/equity investment variances vs plan, catastrophe losses beyond budget) to emphasize core P&C operations .
- 2024 CI target $1.268B (up $62M vs 2023 target); achieved CI $1.324B; achievement rounded to 103% .
Equity Ownership & Alignment
Beneficial ownership and outstanding awards (as of March 7, 2025):
| Ownership metric | Shares / Detail |
|---|---|
| Beneficially owned CNA shares | 59,205 |
| Shares outstanding (for % calc) | 270,161,659 |
| Percent of shares outstanding | ~0.02% (computed from and ) |
| Hedging/Pledging | Hedging prohibited; pledging restricted for executives/directors |
Outstanding and scheduled vesting:
| PSU Cycle | Unvested units | Vesting timing |
|---|---|---|
| 2022 | 59,205 | By March 2025 |
| 2023 | 74,572 | By March 2026 |
| 2024 | 66,383 | By March 2027 |
2024 vesting activity:
| 2024 Vesting | Shares | Value realized |
|---|---|---|
| PSUs/RSUs vested | 45,671 | $2,019,572 |
Note: CNA states equity compensation is currently RSUs and PSUs; no new stock options are granted under the plan .
Employment Terms
- Employment agreement: Worman entered into a CEO employment agreement effective January 1, 2025; specific terms are not described in the 2024 compensation section (because the agreement was not effective during 2024) .
- Non-compete and non-solicit: CNA discloses the CEO employment agreement includes non‑competition and non‑solicitation terms .
- Clawback: Company-wide clawback policy for executive officers (restatements/material error) .
- Hedging/Pledging: Hedging prohibited; pledging restricted as described above .
- Severance/change-of-control: As of 12/31/2024, the only effective severance arrangement disclosed was for then‑CEO Dino Robusto; Worman’s 2025 CEO agreement terms are not detailed in the 2025 proxy’s 2024 compensation section .
Board Governance
- Board service: Director since 2025; Non‑Independent Director .
- Committee roles: Executive Committee member; serves on Finance Committee (membership includes all directors) .
- Leadership structure: CNA is a “controlled company” under NYSE rules (Loews owns ~92%); board is not majority independent . Independent Directors regularly meet in executive session; Jose O. Montemayor served as Presiding Director until the 2025 Annual Meeting .
- CEO + Chair dual role: On Nov 3, 2025, CNA announced Worman will be appointed Chairman of the Board effective January 1, 2026, combining CEO and Chair roles .
- Director compensation (context): Non-employee directors receive cash retainers only; Worman, as an employee director, does not receive director fees .
Performance & Track Record
- 2025 operating performance under Worman:
- Q2 2025: Core income $335M; underlying combined ratio 91.7%; expense ratio 29.8%; net investment income $662M .
- Q3 2025: Core income $409M; YTD core income >$1B; underlying combined ratio 91.3%; expense ratio 29.1% .
- Pay versus performance context: CNA’s five-year TSR through 2024 grew to a $155 value of a $100 initial investment vs $239 for the peer group; CI and net income trends provided in proxy disclosures .
Compensation Committee Analysis (governance context)
- Compensation Committee: Michael Bless (Chair), Jose Montemayor, Don Randel, André Rice .
- Peer group: Allstate, American Financial Group, Chubb, Cincinnati Financial, The Hartford, Markel, Progressive, Travelers, W.R. Berkley .
- Market positioning: Target pay within market median ranges; high weight on variable pay; maximum caps on annual cash and PSUs .
- Consultant usage: Committee did not engage an outside consultant in 2024; management/HR used Willis Towers Watson market data and other surveys .
- Say-on-Pay: 2024 vote on 2023 executive compensation received over 96% approval .
Compensation Structure Analysis
- Mix shift (Worman 2022→2024): Salary increased ($900k→$976k), stock awards rose ($2.48M→$2.85M), and annual cash bonus rose ($3.52M→$4.00M) indicating stable but rising at-risk components aligned to CI performance .
- Performance focus: 100% of AIB and PSU outcomes tied to CI; 2024 CI achieved 103% of target .
- Vesting cadence: Three-year cliff for PSUs with March vesting cycles; notable unvested balances scheduled to vest by March 2025/2026/2027 .
Related Party Transactions (context)
- Loews (92% owner) tax allocation and services agreements: ~$255M paid under tax allocation in 2024; ~$60M reimbursed for investment services; other related activities detailed in proxy .
Equity Ownership & Insider Activity Monitoring
- Beneficial ownership: 59,205 shares as of March 7, 2025 (less than 1%) .
- Upcoming vestings (potential supply): 59,205 (by Mar 2025), 74,572 (by Mar 2026), 66,383 (by Mar 2027) .
- Hedging/Pledging: Prohibited/restricted as per policy; no pledging disclosed for Worman .
Investment Implications
- Pay-for-performance linkage is tight (AIB and PSUs both tied to CI), aligning incentives with underwriting profitability and investment income; 2024 achievement of 103% suggests modestly above-target payouts, and 2025 operating results (record core income) could support continued strong incentive outcomes, subject to committee discretion .
- Vesting calendar creates defined windows (March 2025/2026/2027) that may increase available float; 2024 vesting delivered 45,671 shares and $2.02M value, and dividend equivalents of $459k underscore equity-linked cash flows .
- Governance trade-off: Worman’s CEO+Chair combination effective 1/1/2026 concentrates authority; mitigants include a Presiding Director and a controlled company framework where Loews’ 92% ownership drives outcomes, reducing activist leverage but elevating minority shareholder governance risk considerations .
- Ownership alignment is modest in absolute terms (~0.02% of shares outstanding), but significant unvested PSU balances provide additional incentive alignment; hedging prohibitions and restricted pledging reduce misalignment risks .