Alexander H. Tisch

About Alexander H. Tisch

Alexander H. Tisch (age 46) is Vice President of Loews Corporation and President & CEO of Loews Hotels & Co; he has served as a Loews Vice President since 2014 and led Loews Hotels as CEO since January 2023 after serving as President (September 2020–December 2022) and EVP/Chief Commercial & Development Officer (June 2017–September 2020). He joined Loews’ Board in 2025 and is not an independent director; he is the son of Andrew H. Tisch, nephew of James S. Tisch, and cousin of Benjamin J. Tisch . Company performance context during his hotel leadership includes Loews Hotels exceeding pre‑pandemic results and corporate TSR rising to $196.96 for a $100 initial investment by 2024, with net income of $1,414 million and performance‑based income of $1,865 million .

Past Roles

External Roles

No external public company directorships or committee roles are disclosed for Alexander H. Tisch in the proxy .

Fixed Compensation

Notes:

• Loews caps NEO base salaries at $1 million; broader executive base salary specifics for Alexander were not itemized in the proxy .

Performance Compensation

RSU Grants to Alexander H. Tisch

RSU/PRSU Vesting Terms (Company framework)

• Executive PRSUs vest 50% on the second anniversary and 50% on the third anniversary of grant; dividends accrue as cash with interest and are paid only upon vesting .
• For 2024 executive PRSUs, performance metric was performance‑based income per share: target $4.15; actual $8.46; payout 100%; time vesting continues (50% in 2026, 50% in 2027) .
• Non‑executive RSUs use the same time‑vesting schedule but without performance conditions .

Company PRSU Metrics (context for executive awards)

Equity Ownership & Alignment

Alignment policies and guardrails:

• Anti‑hedging and anti‑pledging for directors and executive officers; pledging only allowed if fully recourse and repayable without liquidating pledged stock .
• Clawback policy requires recoupment of incentive compensation upon material restatements (three completed fiscal years lookback) .

Employment Terms

• No employment agreements or severance/change‑in‑control agreements with executive officers (including Alexander) .
• 2025 Incentive Compensation Plan: no single‑trigger acceleration; performance awards deemed achieved at target upon change in control; double‑trigger vesting if terminated without cause or with good reason within 18 months post‑CIC; options/SARs exercisable and other awards settled per plan provisions .
• Loews’ incentive program uses “performance‑based income” (adjusted consolidated net income) to determine bonus pools and payouts; Compensation Committee applies negative discretion and sets target/maximum limits annually .

Board Governance

• Board service: Director since 2025; serves on the Executive Committee .
• Independence: Not independent; Board determined all directors except Alexander, Benjamin, and James Tisch are independent under NYSE and Company standards .
• Board leadership structure: Separate Chairman (James S. Tisch) and CEO (Benjamin J. Tisch); lead independent director (Paul J. Fribourg) chairs executive sessions and Nominating & Governance Committee .
• Director ownership guidelines: apply to non‑management directors (3x annual cash retainer); all non‑employee directors were in compliance as of the proxy date .

Performance & Track Record

• Corporate TSR: Value of $100 initial investment reached $196.96 in 2024; peer group TSR value $239.21 (weighted) .
• 2024 net income and performance‑based income: $1,414 million and $1,865 million, respectively .
• Loews Hotels performance “continued to exceed pre‑pandemic levels” while executing growth via new developments under management’s leadership (Alexander as CEO since Jan 2023) .
• Capital allocation achievements (context): ~7.7 million shares repurchased in 2024 (~3.5% of shares); book value per share excluding AOCI up ~33.8% in past five years .

Compensation Structure Analysis

• Cash vs equity: Alexander’s cash compensation increased from $2.78 million (2023) to $3.19 million (2024), while RSU grants modestly decreased from 11,561 to 10,951 units, indicating sustained at‑risk pay with moderate equity pacing .
• Metrics rigor: Executive PRSUs are tied to performance‑based income per share with binary/pro‑rata earn‑out and capped awards; Compensation Committee retained negative discretion on cash incentives, limiting excess payouts and discouraging short‑term risk .
• Governance protections: No repricing under the 2025 plan; clawback and anti‑pledging/hedging policies remain in force .

Vesting Schedules and Insider Selling Pressure

• Upcoming vesting cadence likely implies measurable delivery events: 50% of 2023 RSUs in 2025 and 50% in 2026; 50% of 2024 RSUs in 2026 and 50% in 2027, subject to PRSU performance earn‑out where applicable and time vesting .
• Alexander deferred vested RSUs historically (5,780 units deferred), which can mitigate near‑term sell pressure upon vest but could result in future deliveries per deferral triggers .

Equity Ownership & Pledging

• Significant personal ownership with deferred RSUs supports alignment; Company prohibits hedging and restricts pledging, reducing misalignment risk from collateralized positions .

Related Party Transactions

• Disclosed employment status and compensation for Alexander (Loews VP; Loews Hotels CEO) with RSU grants in 2023 and 2024; Audit Committee reviewed/approved related party transactions under its charter .

Compensation Committee Analysis

• Committee composition (2024/2025): Independent directors; chaired by Susan P. Peters (2025) and previously by Joseph L. Bower (2024); uses Semler Brossy as compensation consultant; maintains negative discretion and annual target/maximum award levels .

Say‑on‑Pay & Shareholder Feedback

• 2024 say‑on‑pay approval: 96%; five‑year average approval ~95% .

Equity Ownership & Alignment Table (Consolidated)

Investment Implications

• Alignment: Meaningful personal holdings and deferred RSUs, plus anti‑hedging/pledging and clawbacks, signal strong alignment with long‑term shareholder value and reduce governance risk .
• Near‑term flow dynamics: RSU vesting waves in 2025–2027 could create incremental delivery/sale overhang; prior deferrals suggest some mitigation but timing depends on deferral elections and triggers .
• Pay‑for‑performance: Company framework ties executive equity to performance‑based income per share and caps cash awards with negative discretion—supportive of disciplined pay outcomes; recent say‑on‑pay results indicate strong shareholder support .
• Governance considerations: Dual role (executive + director) and family relationships create independence concerns, but Board structure retains independent lead director, independent committees, and separate Chairman/CEO roles to counterbalance potential influence .
• Execution risk/opportunity: Hotels segment strength exceeding pre‑pandemic levels and project pipeline under Alexander’s leadership support segment value creation; capital allocation track record at corporate level (repurchases/book value growth) is constructive for TSR .