Michael Bless

About Michael A. Bless

Michael A. Bless, age 59, is an independent director of CNA Financial (director since 2017; tenure 8 years). He is a retired President and Chief Executive Officer of Century Aluminum Company (2011–2021) and is designated by CNA’s Board as an “audit committee financial expert.” Bless currently serves on CNA’s Audit Committee and chairs the Compensation Committee. He is one of four independent directors on a controlled-company board not composed of a majority of independent directors .

Past Roles

External Roles

Board Governance

• Independence: CNA is a “controlled company” under NYSE rules due to Loews’ >50% voting power; Bless is one of four directors affirmatively determined independent (others: Montemayor, Randel, Rice) .
• Committee assignments:
  • Audit Committee: Member; Board determined Bless is an “audit committee financial expert” .
  • Compensation Committee: Chair; oversees executive pay structure and incentives .
  • Finance Committee: All directors serve; Chair is James S. Tisch .
• Executive sessions: Independent Directors meet regularly without management; Presiding Director role alternates between Audit and Compensation Chairs, currently Montemayor as Audit Chair until the Annual Meeting .
• Meetings and attendance: 2024 meetings held — Board (5), Audit (5), Compensation (3), Executive (5), Finance (4). Each director serving the full year attended at least 75% of the total meetings of the Board and committees on which they served; all directors present at the 2024 Annual Meeting .

Fixed Compensation

CNA pays independent directors in cash only (no equity). Component rates and Bless’s 2024 fees:

All foregoing director compensation is paid solely in cash; reasonable expenses reimbursed .

Performance Compensation

Other Directorships & Interlocks

• Current public boards: Enact Holdings, Inc; Piedmont Lithium Inc .
• Controlled-company context and Loews interlocks: The CNA board includes multiple non-independent directors affiliated with Loews (e.g., Siegel, A. Tisch, B. Tisch, J. Tisch, Wang). Bless is independent and unaffiliated with Loews .
• Audit committee over-boarding check: CNA tracks directors’ audit committee service; in 2024 no director reported service on more than three public company audit committees .

Expertise & Qualifications

• Audit committee financial expert designation (NYSE/SEC standards) .
• Extensive financial leadership: former CFO and CEO of a public company .
• Insurance and risk oversight exposure via CNA Audit Committee (risk, reserves, internal controls; quarterly management reporting) .

Equity Ownership

• Hedging/pledging: CNA prohibits hedging and generally prohibits pledging by directors; clawback policy filed with 10-K and applies to executive officers (director restrictions apply to hedging/pledging) .

Governance Assessment

• Strengths:

  • Independent, financially sophisticated director with audit committee financial expert designation; chairs Compensation Committee, supporting robust pay oversight .
  • Meets attendance expectations and participates in key committees central to investor confidence (Audit, Compensation) .
  • External public board experience (Enact, Piedmont Lithium) enhances perspective and industry knowledge .
  • Policies restricting hedging/pledging strengthen alignment and governance hygiene .
  • Recent say-on-pay support high (over 96% approval at 2024 Annual Meeting for 2023 executive compensation), indicating shareholder confidence in pay oversight the Compensation Committee leads .

• Watch items / potential red flags:

  • Controlled-company structure: Board is not majority independent, with several Loews-affiliated directors; independence relies more heavily on the effectiveness of the Audit and Compensation Committees where Bless serves/chairs .
  • Alignment via ownership appears limited (Bless holds 2,500 shares; ~0.0009% of outstanding), and directors receive cash-only compensation with no equity grants—reduces direct market-based alignment signals compared to boards that use equity retainers .
  • Related-party dynamics with Loews (tax allocation, investment services, insurance placements, and investments tied to Loews affiliates) heighten the need for vigilant independent oversight by Audit and Compensation Committees; Bless’s roles are critical mitigants but the structural exposure remains .

• Overall: Bless’s independent status, financial expertise, and committee leadership are positives for board effectiveness and investor confidence. Structural controlled-company risks and low director equity alignment underscore the importance of his continued rigorous oversight on Audit and Compensation matters .

Appendix: Committee Assignments (Director-Specific)

Appendix: Meeting Context (2024)

Attendance: Each director serving the full year attended ≥75% of the total Board and committee meetings on which they served; all directors present at the 2024 Annual Meeting .