Ann E. Berman
LOEWSAbout Ann E. Berman
Ann E. Berman, age 72, has served on Loews Corporation’s Board since 2006 and is currently an independent director and member of the Audit Committee . She is a retired advisor to the President of Harvard University, formerly Vice President of Finance and Chief Financial Officer, and is designated an “audit committee financial expert,” reflecting deep finance and oversight credentials relevant to Loews’s diversified portfolio and capital allocation model .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harvard University | Vice President of Finance and Chief Financial Officer; later Senior Advisor to the President | Not disclosed | Financial leadership of large institution; oversight experience relevant to complex enterprises |
| Harvard Management Company | Director (past service) | Not disclosed | Oversight of endowment investment portfolios; expertise with large, diverse portfolios |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| Immuneering Corporation | Chair of the Board | Current | Current board leadership role |
| Renalytix plc | Director | 2021–2022 | Prior public board service |
| Cantel Medical Corp. | Director | 2011–2021 | Prior public board service |
| Eaton Vance Corporation | Director | 2006–2021 | Prior public board service |
Board Governance
- Independence: The Board affirms Ms. Berman’s independence under NYSE standards and company policies .
- Committee assignments: Audit Committee member; designated an audit committee financial expert .
- Attendance: In 2024, each incumbent director other than Anthony Welters attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session after each regular quarterly Board meeting, chaired by the Lead Independent Director .
- Ownership guidelines: Non-employee directors must hold stock equal to at least 3× the $125,000 annual cash retainer; all non-employee directors were in compliance as of the proxy date .
| Committee | Role | 2024 Meetings Held | Notes |
|---|---|---|---|
| Audit | Member | 6 | Committee composed entirely of independent directors; Berman is a designated audit committee financial expert |
| Compensation | — | 2 | Not a member |
| Nominating & Governance | — | 3 | Not a member |
| Executive | — | Not disclosed | Not a member |
Fixed Compensation
- Standard director cash retainer: $31,250 per quarter ($125,000 per year) .
- Audit Committee member retainer: $6,250 per quarter ($25,000 per year); Chair additional $10,000 per quarter (not applicable) .
- 2024 cash fees for Ann E. Berman: $150,000 (base retainer + audit committee member fees) .
- Other fees: None disclosed for meeting fees; Loews reimburses reasonable expenses .
| Component | 2024 Amount | Notes |
|---|---|---|
| Base cash retainer | $125,000 | $31,250 per quarter |
| Audit Committee member fees | $25,000 | $6,250 per quarter; not Chair |
| Total cash fees | $150,000 | Per director compensation table |
| Meeting fees | Not disclosed | No meeting fees disclosed |
| Expense reimbursement | Not quantified | Reasonable expenses reimbursed |
Performance Compensation
- Equity for non-management directors: Annual RSU award valued at $100,000 at grant (date of the annual shareholder meeting) .
- RSUs outstanding: As of Dec 31, 2024, each non-management director had 1,288 RSUs outstanding; for Ms. Berman, 1,288 unvested RSUs were scheduled to vest within 60 days of March 18, 2025 .
- Options/SARs: No new option/SAR awards for directors; legacy SARs remain outstanding from pre-2016 grants (see Equity Ownership) .
| Equity Award Element | 2024 Detail | Vesting/Status |
|---|---|---|
| Annual RSU grant | $100,000 grant-date value | Granted at annual meeting date |
| RSUs outstanding (aggregate) | 1,288 units (per non-management director) | Outstanding at 12/31/2024 |
| Berman RSUs vesting window | 1,288 units | Will vest within 60 days of 3/18/2025 |
No performance metrics are tied to director RSUs; awards are time-based. Director equity awards are subject to ownership alignment policies (anti-hedging and anti-pledging, subject to fully recourse exceptions) .
Other Directorships & Interlocks
| Company | Relationship | Committee Positions (if disclosed) | Potential Interlocks/Conflicts |
|---|---|---|---|
| Immuneering Corporation | Chair of the Board | Not disclosed | None disclosed in Loews proxy |
| Renalytix plc | Former Director | Not disclosed | None disclosed in Loews proxy |
| Cantel Medical Corp. | Former Director | Not disclosed | None disclosed in Loews proxy |
| Eaton Vance Corporation | Former Director | Not disclosed | None disclosed in Loews proxy |
- Related-party transactions: The proxy discloses several related-party items involving Tisch family members and CNA/Boardwalk; none involve Ms. Berman .
- Independence note: Board independently reviewed relevant relationships and affirmed independence; the only nuanced consideration disclosed was for Mr. Davidson (Quantum/CNA fund performance fees), not Berman .
Expertise & Qualifications
- Financial leadership: Former CFO and VP of Finance at Harvard University .
- Investment oversight: Past service on Harvard Management Company board overseeing endowment portfolios .
- Audit literacy: Designated audit committee financial expert at Loews .
- Board leadership outside Loews: Chair of Immuneering Corporation’s board .
Equity Ownership
| Measure | Amount | Breakdown/Notes |
|---|---|---|
| Total beneficial ownership (shares) | 22,058 | Less than 1% of class |
| RSUs vested but deferred | 11,937 | Deliverable within 60 days if service terminates |
| RSUs unvested | 1,288 | Will vest within 60 days of 3/18/2025 |
| SARs exercisable | 3,835 | Portion of 9,000 legacy SARs outstanding for Berman; directors had pre-2016 SARs |
| Ownership guidelines | 3× annual cash retainer | All non-employee directors compliant |
| Hedging/Pledging | Prohibited hedging; pledging restricted to fully recourse loans with ability to repay without sale | Policy applies to directors and executives |
Governance Assessment
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Strengths:
- Independence and audit expertise with large-institution CFO background; formally designated financial expert on the Audit Committee, reinforcing oversight quality .
- Attendance at or above the 75% threshold and participation in regular independent executive sessions supports engagement and board effectiveness .
- Alignment: Complies with 3× retainer stock ownership guideline; anti-hedging/pledging policies in place .
- Conservative director pay structure (modest cash retainer plus time-based RSUs) limits pay risk and reinforces long-term alignment .
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Potential risks/considerations:
- Long tenure (director since 2006) may raise refreshment questions for some investors; mitigated by explicit annual board evaluations and majority voting standard .
- No related-party or interlock concerns disclosed for Berman; ongoing monitoring remains appropriate given Loews’s family leadership transitions and subsidiary relationships, though none implicate Berman .
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Broader governance signals:
- 96% Say-on-Pay approval in 2024 indicates strong investor support for Loews’s compensation governance framework, which includes clawbacks and performance-based structures for executives (context for overall governance climate) .