Jane Wang
CNA FINANCIALAbout Jane Wang
Jane J. Wang is a non-independent director of CNA Financial Corporation and Senior Vice President & Chief Financial Officer of Loews Corporation, CNA’s controlling shareholder. She joined CNA’s Board in 2019; demographic disclosure lists her age as 43 and tenure of 6 years as of the 2025 proxy. Her background at Loews spans strategic planning, corporate development, and enterprise risk management; she also serves as a director of the general partner of Boardwalk Pipeline Partners, LP. Independence: not independent under NYSE rules given employment at Loews.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Loews Corporation | Senior Vice President & Chief Financial Officer | CFO since May 2022; joined Loews in 2006 | Overall responsibility for financial management, operations, and enterprise risk management; prior VP focused on strategic planning and corporate development |
| CNA Financial Corporation | Director | Director since 2019 (tenure 6 years as of 2025 proxy; age 43) | Board member; not independent; Finance Committee membership applies to all directors |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Boardwalk Pipeline Partners, LP (general partner) | Director | Not specified | Loews-controlled; governance interlock via Loews |
Board Governance
- Independence status: not independent; CNA is a “controlled company” under NYSE rules due to Loews holding >50% voting power (92% ownership). Independent directors are Bless, Montemayor, Randel, Rice.
- Committee assignments: Audit Committee (Montemayor Chair; Bless, Randel, Rice); Compensation Committee (Bless Chair; Montemayor, Randel, Rice); Executive Committee (A. Tisch Chair; J. Tisch, Robusto, Worman); Finance Committee (all directors; J. Tisch Chair). Wang is a member of the Finance Committee (all directors) and not listed on Audit, Compensation, or Executive.
- Attendance: In 2024, each director serving the full year attended ≥75% of Board and applicable committee meetings (Board: 5; Audit: 5; Compensation: 3; Executive: 5; Finance: 4).
- Election results (2025 Annual Meeting): Jane J. Wang received 257,161,745 votes “For,” 6,833,009 “Withheld,” and 3,384,334 broker non-votes; overall say-on-pay support ~96%. Note Loews can approve matters regardless of minority votes.
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Annual director cash retainer (paid only to directors neither employed by CNA nor Loews) | $129,000 | Cash-only; Loews-employed directors (including Wang) are not eligible for this retainer |
| Finance Committee retainer (if eligible) | $4,000 | Paid only to directors neither employed by CNA nor Loews |
| Audit Committee retainer (member/chair) | $67,000 / $87,000 | Cash-only; Loews-employed directors not eligible |
| Compensation Committee retainer (member/chair) | $25,000 / $30,000 | Cash-only; Loews-employed directors not eligible |
| Meeting fees | Not disclosed | No per-meeting fees disclosed |
| 2024 director fees paid (illustrative, for compensated directors) | Bless $230,000; Montemayor $245,000; Randel $225,000; Rice $225,000; A. Tisch $133,000 | Wang not listed—consistent with ineligibility as Loews employee |
Conclusion: Wang received no CNA director cash compensation in 2024 due to Loews employment.
Performance Compensation
| Component | Detail | Applicability to Wang |
|---|---|---|
| Director equity grants | None; director compensation is cash-only and only for directors neither employed by CNA nor Loews | Not applicable (no equity awards as director) |
| Performance metrics tied to director pay | Not disclosed for directors; CNA’s performance metrics (CI, combined ratio, underwriting premium) apply to executive (NEO) incentive plans, not director pay | Not applicable to Wang’s director compensation |
Other Directorships & Interlocks
| Entity | Nature | Conflict/Interlock Consideration |
|---|---|---|
| Loews Corporation | Parent company; Wang is CFO | Controlled-company governance: Loews owns 92% of CNA and intends to vote “For” Board nominees and proposals; potential for parent influence over CNA strategic/financial decisions |
| Boardwalk Pipeline Partners, LP (general partner) | Loews subsidiary; Wang is director | Related-party ecosystem; oversight sensitivity if CNA transactions touch Loews affiliates |
Expertise & Qualifications
- Financial and operational leadership: CFO of Loews since May 2022; prior roles in strategic planning and corporate development; oversight of ERM.
- Sector context: Experience in parent-level capital allocation and risk oversight relevant to insurer governance.
- Education: Not disclosed in CNA proxy.
Equity Ownership
| Holder | CNA Shares Beneficially Owned | Loews Shares Beneficially Owned | Notes |
|---|---|---|---|
| Jane J. Wang | 0 | 12,312 | Loews ownership indicates alignment with parent; director hedging prohibited; pledging restricted for directors/executives |
| CNA shares outstanding (record date) | 270,161,659 | — | For context; Loews beneficially owns 248,414,738 (92%) |
Hedging and pledging policy: Directors and executive officers may not hedge CNA stock; pledging is restricted and requires full recourse/ability to repay without liquidating collateral. No tax gross-ups on perquisites; clawback policy applies to executive compensation (filed as exhibit to Form 10-K).
Governance Assessment
- Board effectiveness and independence: Wang brings deep financial and ERM expertise via Loews; however, she is not independent, and CNA’s Board does not have a majority of independent directors due to controlled-company status—heightening the need for robust committee independence where applicable (Audit and Compensation are fully independent).
- Attendance and engagement: 2024 attendance met ≥75% threshold; Board and committees met regularly (Board 5; Audit 5; Compensation 3; Executive 5; Finance 4).
- Compensation and alignment: Wang receives no CNA director cash/equity compensation, consistent with policy for Loews-employed directors; she holds Loews shares (12,312) but no CNA shares—alignment is primarily via parent’s 92% stake rather than direct CNA ownership.
- Related-party exposure (RED FLAG context): Multiple material related-party arrangements with Loews, including Tax Allocation Agreement ($255 million paid by CNA to Loews for 2024), Investment Services Agreement ($60 million), limited insurance written for Loews (~$2 million premiums), and a $50 million investment in a CMBS tied to a Loews affiliate; Wang’s CFO role at Loews elevates sensitivity to conflicts and requires strong Audit Committee oversight (which is independent).
- Shareholder signals: Strong say-on-pay approval (~96% in 2025) indicates general investor support for executive pay structure; director election votes for Wang were high, but Loews’ 92% ownership can dominate outcomes, limiting minority shareholder influence.
- Overall: Wang’s financial acumen and ERM experience add value, but non-independence and extensive Loews interlocks warrant continued monitoring of related-party transactions, board committee independence, and director-level ownership alignment to sustain minority investor confidence.