Kenneth Siegel
CNA FINANCIALAbout Kenneth I. Siegel
Senior Vice President of Loews Corporation; non‑independent director of CNA since 2019. Age 68 with six years of board tenure at CNA. Formerly an investment banker for nearly 30 years in New York and London, with deep capital markets and M&A experience. Current external public directorship at Flowserve Corporation (since 2022). Independence note: CNA is a controlled company (Loews owns ~92%); Siegel is classified as non‑independent. Attendance: all directors serving the full year attended at least 75% of board/committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Investment banking (NY & London) | Investment banker | “Nearly 30 years” prior to joining Loews in 2009 | Capital markets and M&A transaction experience supporting board oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Flowserve Corporation (NYSE: FLS) | Director | Since 2022 | Public company directorship |
| Boardwalk Pipeline Partners, LP (Loews subsidiary) | Director of GP; Chairman of GP Board | Chairman since 2011 | Loews subsidiary; potential interlock with CNA via common parent |
| Altium Packaging (Loews subsidiary) | Director | Not disclosed | Loews subsidiary; potential interlock consideration |
| Diamond Offshore Drilling, Inc. | Director (former) | 2014–2021 | Former Loews subsidiary; adds energy/offshore exposure |
Board Governance
| Item | Detail |
|---|---|
| Independence status | Non‑independent (Loews executive; CNA is an NYSE “controlled company”) |
| Years of service on CNA board | Director since 2019; tenure 6 years |
| Current committees | Finance Committee (all directors are members) |
| Not on | Audit Committee (current members: Montemayor (Chair), Bless, Randel, Rice); Compensation Committee (current members: Bless (Chair), Montemayor, Randel, Rice); Executive Committee (members: A. Tisch (Chair), J. Tisch, Robusto, Worman) |
| Attendance | Each director serving all of 2024 attended ≥75% of board and assigned committee meetings |
| Leadership structure | Executive Chairman separate from CEO; Presiding Director (rotates between Audit/Comp Chairs) |
Fixed Compensation
| Component | Policy/Amount | Applicability to Siegel |
|---|---|---|
| Annual board retainer (cash) | $129,000 for directors not employed by CNA or Loews | Not eligible (Siegel is a Loews employee) |
| Finance Committee retainer (cash) | $4,000 for members not employed by CNA or Loews | Not eligible (Loews employee) |
| Audit Committee retainer (cash) | $67,000; Chair $87,000 (for those not employed by CNA or Loews) | Not applicable (not on committee; Loews employee) |
| Compensation Committee retainer (cash) | $25,000; Chair $30,000 (for those not employed by CNA or Loews) | Not applicable (not on committee; Loews employee) |
| Form of director pay | All foregoing director compensation paid solely in cash (no equity for directors) | N/A (policy context) |
CNA pays board/committee fees only to directors who are neither employed by CNA nor by Loews; as a Loews executive, Siegel is not entitled to these retainers and CNA discloses no director pay for him.
Performance Compensation
No director equity or performance‑based awards are provided; “all foregoing compensation is paid solely in cash” to eligible non‑Loews/non‑CNA directors. No performance metrics, options, RSUs, or PSUs are disclosed for directors.
Other Directorships & Interlocks
| Company | Type | Relationship/Interlock Consideration |
|---|---|---|
| Flowserve Corporation | Public board | Independent external board seat; governance/network breadth |
| Boardwalk Pipeline Partners GP | Loews subsidiary | Shared parent (Loews); potential related‑party considerations via controlled structure |
| Altium Packaging | Loews subsidiary | Shared parent (Loews); potential related‑party considerations |
| Diamond Offshore Drilling (former) | Former Loews subsidiary | Prior interlock; historical perspective |
Expertise & Qualifications
- Senior VP at Loews; Chair of Boardwalk Pipeline GP since 2011; director roles across Loews portfolio companies indicate strong capital allocation and portfolio oversight orientation.
- Nearly 30 years as an investment banker (NY/London), bringing capital markets and M&A execution expertise valuable for strategy, capital structure, and transaction oversight at CNA.
Equity Ownership
| Security | Beneficial Ownership | Notes |
|---|---|---|
| CNA common stock | 0 shares | No CNA equity reported under beneficial ownership table |
| Loews common stock | 7,590 shares | Alignment principally with controlling stockholder Loews |
| Hedging/pledging | Company policy prohibits hedging and restricts pledging by directors and executive officers | Alignment safeguard; clawback policy in place for executives (filed exhibit to 10‑K) |
Related‑Party Exposure & Conflicts
- Controlled company: Loews owns ~248.4M CNA shares (~92% of outstanding), enabling unilateral approval of shareholder matters; Siegel is a Loews executive serving on CNA’s board. Governance implication: minority shareholder protections rely on independent directors/committees and disclosure controls.
- Disclosed Loews–CNA transactions in 2024 include: Tax Allocation Agreement ($255M payment by CNA to Loews), Investment Services Agreement ($60M paid by CNA), limited corporate services reimbursement (<$1M), insurance premiums written for Loews ($2M), and a $50M CMBS investment with underlying Loews‑affiliate mortgage (income ~$1M). These underscore the need for rigorous conflict management and independent oversight.
Governance Assessment
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Strengths
- Deep capital markets/M&A expertise; multi‑company portfolio governance via Loews enhances strategic finance oversight.
- Attendance threshold met at board/committee level in 2024; active board cadence (5 Board, 5 Audit, 3 Compensation, 5 Executive, 4 Finance meetings).
- Formal policies: anti‑hedging/pledging for directors/officers; clawback policy for executives (alignment and accountability signals).
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Risks/Watch‑items
- RED FLAG: Non‑independent Loews executive on CNA board within a controlled‑company structure; extensive related‑party transactions require robust independent oversight to protect minority shareholders.
- RED FLAG: Zero CNA share ownership reported for Siegel; alignment may be primarily with Loews rather than CNA minority investors given Loews equity ownership and his Loews employment.
- Not on Audit or Compensation Committees; influence is via full Board and Finance Committee participation, not direct oversight of audit/compensation matters.
- Director compensation policy (cash only; no equity) for eligible directors may limit director stock‑based alignment generally; Siegel, as a Loews employee, does not receive CNA director fees under policy.
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Investor takeaways
- Expect effective contributions on capital allocation, financings, and M&A. Balance against controlled‑company dynamics and the breadth of Loews–CNA intercompany dealings; governance comfort hinges on the independence and rigor of Audit and Compensation Committees (composed solely of independent directors) and transparent related‑party oversight.