James Tisch
CNA FINANCIALAbout James S. Tisch
James S. Tisch (age 72) is a long-tenured, non-independent director of CNA, serving on the Board since 1985 (40 years). He is Chairman of the Board of Loews Corporation (effective January 1, 2025) and previously served as Loews’ President and CEO from 1999–2024, bringing deep capital allocation and diversified holding company governance experience to CNA’s Board. He is the father of Benjamin J. Tisch and brother of Andrew H. Tisch, both CNA directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Loews Corporation | President & Chief Executive Officer | 1999–2024 | Led diversified holding company; capital allocation and strategic oversight |
| Diamond Offshore Drilling, Inc. | Director | 1989–2021 | Energy industry governance |
| General Electric Company | Director | 2010–2022 | Large-cap industrial governance |
External Roles
| Organization | Current Role | Start Date | Notes |
|---|---|---|---|
| Loews Corporation | Chairman of the Board | Jan 1, 2025 | Controls 92% of CNA via Loews; key interlock with CNA |
Board Governance
- Committee assignments: Executive Committee member and Finance Committee Chair at CNA.
- Independence: CNA is a “controlled company” under NYSE rules; Loews owns 92% of CNA and the Board is not majority independent. James S. Tisch is classified as a non-independent director.
- Executive sessions: Independent Directors meet without management; Presiding Director role rotates (Audit and Compensation Chairs). Jose Montemayor served as Presiding Director until the 2025 Annual Meeting.
- Attendance: Each director serving the full year attended at least 75% of Board and committee meetings in 2024.
Fixed Compensation
| Component | Eligible? | Amount/Terms |
|---|---|---|
| Annual retainer (cash) | Not eligible (Loews employees are excluded) | Directors who are neither employed by CNA nor Loews receive $129,000 cash retainer; James is employed by Loews, so not paid CNA director fees. |
| Committee fees (cash) | Not eligible (Loews employees are excluded) | Audit member $67,000; Audit Chair $87,000; Compensation member $25,000; Compensation Chair $30,000; Finance Committee members $4,000; all cash only; James is not eligible. |
| Meeting fees | Not disclosed | CNA pays only cash retainers and committee fees; no separate meeting fees disclosed. |
Performance Compensation
- Directors are paid solely in cash; CNA does not grant equity to directors (director compensation for 2024 is cash only). No performance-based director compensation is disclosed.
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| Loews Corporation | Chairman (current); President & CEO (prior) | Controlling stockholder of CNA (92%) | Significant related-party exposure via tax allocation and services arrangements. |
| General Electric Company | Director (2010–2022) | None noted | Large-cap governance experience. |
| Diamond Offshore Drilling, Inc. | Director (1989–2021) | Former Loews subsidiary | Energy industry governance; historical Loews link. |
Related-party transactions (2024): CNA paid or will pay ~$255 million to Loews under a tax allocation agreement; ~$60 million reimbursed under an investment facilities/services agreement; < $1 million for limited corporate services; ~$1 million reimbursed to a CNA subsidiary under a services agreement; ~$2 million earned premiums from insurance written for Loews; CNA invested $50 million in a CMBS whose underlying loan is to a Loews affiliate. These are approved via CNA’s related-party review process (General Counsel review and Audit Committee oversight).
Expertise & Qualifications
- Decades of leadership at Loews, with direct experience in capital allocation, M&A, and oversight of diversified operating subsidiaries.
- Long-standing large-cap board experience (GE), and energy industry governance (Diamond Offshore).
- Finance Committee chair and Executive Committee member at CNA, indicating board-level financial oversight responsibilities.
Equity Ownership
| Holder | CNA Shares Beneficially Owned | % of CNA Outstanding | Loews Shares Beneficially Owned | Notes |
|---|---|---|---|---|
| James S. Tisch | 106,100 | ~0.039% (106,100 / 270,161,659) | 16,414,547 | Loews holdings include shares held via trusts, spouse, estate, charitable foundation, and deferred RSUs; 7.7% of Loews’ outstanding shares. |
| Loews Corporation (principal stockholder) | 248,414,738 | 92% | N/A | Controls CNA; can approve matters without minority shareholder votes. |
- Hedging/pledging: CNA prohibits hedging by directors and executives; pledging discouraged and limited to full-recourse loans where repayment doesn’t require liquidating CNA shares. No specific pledging by James is disclosed.
Governance Assessment
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Strengths
- Clear related-party review policy and Audit Committee oversight of transactions with Loews; independent Audit and Compensation Committees with financially literate members and designated audit committee financial experts.
- Independent Directors hold executive sessions with a Presiding Director structure that rotates between committee chairs.
- Documented restrictions on director hedging and limits on pledging to preserve alignment.
- Board/committee attendance at or above 75% in 2024.
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Concerns and potential RED FLAGS
- Controlled-company structure with Loews at 92% ownership and multiple Loews-affiliated directors; James is non-independent, chairs CNA’s Finance Committee, and sits on the Executive Committee. This concentration raises conflict-of-interest risk and diminishes independent oversight on capital allocation.
- Extensive related-party flows with Loews (tax allocation, investment services, insurance, CMBS investment tied to a Loews affiliate) amplify conflict exposure and require vigilant committee-level monitoring.
- Low direct “skin in the game” at CNA for James (106,100 shares, ~0.039% of outstanding), with alignment primarily through Loews’ controlling stake rather than meaningful personal CNA ownership.
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Investor confidence implications
- The governance framework and independent committee structures partially mitigate controlled-company risks, but the magnitude of Loews-related transactions and James’s leadership roles at Loews and within CNA’s finance/executive committees warrant close, ongoing scrutiny from investors—especially around capital allocation decisions, intercompany agreements, and transaction pricing to ensure minority shareholder fairness.