Jose Montemayor
CNA FINANCIALAbout Jose O. Montemayor
Independent director since 2007 (tenure 18 years); age 74. Retired Principal of Black Diamond Capital Partners I, LP (2005–Jan 2024) and former Insurance Commissioner for the State of Texas (1999–2005). A certified public accountant and designated audit committee financial expert; currently Presiding Director as Audit Committee Chair until the Annual Meeting. Board independence affirmed under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Black Diamond Capital Partners I, LP | Retired Principal | 2005–Jan 2024 | Insurance investing experience; board values his insurance knowledge |
| State of Texas | Insurance Commissioner | 1999–2005 | Senior insurance regulator; extensive insurance oversight experience |
| Protecdiv, Inc | Director | 2020–Oct 2024 (resigned) | Insurance/reinsurance broker; resignation Oct 2024 |
External Roles
| Organization | Type | Role | Status/Notes |
|---|---|---|---|
| Prosperity Group Holdings LP | Life insurance and asset management (private) | Director | Current; entity paid ~$180,000 in premiums to CNA subsidiaries in 2024 (standard rates) |
Board Governance
- Audit Committee Chair; Compensation Committee member; Presiding Director currently (Chairs of Audit and Compensation alternate annually; Montemayor serves as Presiding Director as Audit Chair until the Annual Meeting).
- Independent under NYSE listing standards; one of four independent directors (Bless, Montemayor, Randel, Rice). CNA is a controlled company (Loews >50% voting), hence the Board is not majority independent.
- Meetings and attendance: Board (5), Audit (5), Compensation (3), Executive (5), Finance (4); each director serving the full year attended ≥75% of Board/committee meetings.
- Audit Committee composition and qualification: All members independent; Montemayor designated an “audit committee financial expert.” Committee directly oversees auditors, internal controls, reserves, compliance, and risk management reporting.
- Independent directors hold regular executive sessions; Presiding Director leads those sessions.
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Director Cash Retainer | $129,000 | Non-employee directors only; paid solely in cash |
| Audit Committee Chair Retainer | $87,000 | Chair differential; members $67,000 |
| Compensation Committee Member Retainer | $25,000 | Chair $30,000 |
| Finance Committee Retainer | $4,000 | Non-employee directors |
| Total Fees Paid in 2024 | $245,000 | Montemayor’s 2024 fees |
- No equity grants to directors; all compensation paid in cash, no meeting fees beyond committee retainers. Director expense reimbursement for reasonable meeting-related costs.
Performance Compensation
- None disclosed for directors; CNA does not grant stock options or equity awards to directors (director compensation is cash-only).
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Transaction |
|---|---|---|---|
| Prosperity Group Holdings LP | Private | Director | Paid ~$180,000 in policy premiums to CNA subs in 2024 at standard rates |
| Protecdiv, Inc | Private | Director (resigned Oct 2024) | Insurance/reinsurance broker; no CNA transactions disclosed |
- Related-party transaction policy: Any transaction with director interest is reviewed by General Counsel and submitted to the Audit Committee for consideration; involved Audit Committee members do not participate.
Expertise & Qualifications
- Certified Public Accountant; member of the Society of Financial Examiners, Texas Society of CPAs, and AICPA.
- Audit committee financial expert designation; deep insurance/regulatory experience, including 12 years as a senior insurance regulator, valued by the Board.
- Age 74; tenure 18 years on CNA’s board; steady independent oversight during controlled-company context.
Equity Ownership
| Metric | Value |
|---|---|
| CNA shares beneficially owned (Montemayor) | 0 |
| Loews Corporation shares beneficially owned (Montemayor) | 0 |
| CNA shares outstanding (record date) | 270,161,659 (Mar 7, 2025) |
| Ownership % of CNA | 0.00% (computed from disclosed amounts) |
| Shares pledged as collateral | Not disclosed; company policy restricts pledging unless full recourse and repayable without liquidating stock |
| Hedging policy | Directors and executive officers prohibited from hedging CNA stock |
Governance Assessment
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Strengths:
- Independent director with deep insurance regulatory and financial expertise; designated audit committee financial expert, chairing the Audit Committee—enhances oversight of financial reporting, reserves, and risk management.
- Serves as Presiding Director for executive sessions, reinforcing independent board dialogue.
- Audit and Compensation Committees composed of independent directors; clear charters posted; robust policies on clawbacks, hedging, and pledging.
- Attendance threshold met (≥75% in 2024); Board and committee engagement evidenced by meeting cadence.
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Risks/Red Flags:
- Zero beneficial ownership in CNA and no director equity program—limited “skin-in-the-game” and alignment vs cash-only compensation.
- Controlled company status (Loews owns ~92% of shares), resulting in a Board not majority independent; potential minority shareholder influence risk.
- Related-party exposure: Prosperity Group Holdings LP (on whose board Montemayor serves) paid ~$180,000 in premiums to CNA subsidiaries in 2024; mitigated by standard rates and a formal related-party review process with recusal of involved Audit Committee members.
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Additional signals:
- Say-on-pay approval at the 2024 Annual Meeting was >96%, indicating broad shareholder support for compensation governance (context for overall governance environment).
Net takeaway: Montemayor’s audit leadership and regulatory/CPA credentials bolster board effectiveness in a complex insurance and controlled-company context; however, the absence of director equity and a related-party linkage via Prosperity should be monitored for potential alignment and conflict optics, noting formal mitigation via CNA’s related-party policy.