Benjamin J. Tisch
LOEWSAbout Benjamin J. Tisch
Benjamin J. Tisch, 42, is President and Chief Executive Officer of Loews Corporation, effective January 1, 2025, and joined the Loews board in 2025; he also serves on the board of CNA Financial Corporation . Prior roles at Loews include Senior Vice President, Corporate Development & Strategy (May 2022–Dec 2024) and Vice President (2014–May 2022), giving him deep capital allocation and operating oversight experience across Loews’ holding company portfolio . Under Loews’ compensation design, executive PRSUs are tied to “performance-based income per share”; in 2024 the target was $4.15 and actual was $8.46 per share, resulting in 100% PRSUs earned, with time-vesting thereafter (50% in year 2, 50% in year 3) . Loews highlights long-term value creation and capital allocation; over the past five years book value per share (ex-AOCI) increased ~33.8% (context for compensation philosophy), and in Q3 2025 book value per share rose to $94.00 ex-AOCI and $88.39 GAAP, with net income of $504 million and continued share repurchases, during Tisch’s first year as CEO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Loews Corporation | President & CEO | Jan 2025–Present | CEO leading capital allocation; director since 2025 |
| Loews Corporation | SVP, Corporate Development & Strategy | May 2022–Dec 2024 | Corporate strategy and capital allocation at holding company |
| Loews Corporation | Vice President | 2014–May 2022 | Corporate development responsibilities supporting portfolio operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CNA Financial Corporation | Director | 2025–Present | Board-level oversight of P&C insurer (Loews ~92% ownership) |
Fixed Compensation
| Metric | FY 2025 |
|---|---|
| Base Salary ($) | $1,000,000 |
| Target Cash Incentive ($) | $2,600,000 |
| Target PRSU Grant (shares) | 10,690 PRSUs |
| Target PRSU Grant Fair Value ($) | $900,000 |
Notes:
- 2025 awards made under Loews’ 2016 Incentive Compensation Plan; terms substantially the same as for other executive officers .
- Base salaries for named executive officers historically capped at $1 million per year, emphasizing performance pay .
Performance Compensation
| Incentive Type | Metric | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive (2025 CEO) | Performance-based income; bonus pool sized at 4.5% of performance-based income with negative discretion | $2,600,000 | Not disclosed | Committee discretion within plan caps | Cash, paid following year |
| PRSUs (2025 CEO grant) | Performance-based income per share (plan terms same as execs) | Target set annually (not disclosed) | N/A | Earned based on performance formula; then time-vest | 50% on 2nd anniversary; 50% on 3rd; earlier vesting on death/disability/termination without cause/certain retirements |
| Reference: 2024 Exec PRSUs | Performance-based income per share | $4.15 per share target | $8.46 per share | 100% earned | 50% in 2026; 50% in 2027 |
Special Equity:
- SARs granted Feb 17, 2025: 100,000 SARs @ $100, 150,000 SARs @ $150, 200,000 SARs @ $200; 10-year term; exercisable starting year 7; value only if stock price exceeds base prices; grant-date fair value $4,093,500 for Benjamin Tisch; subject to clawback .
- SAR termination provisions: forfeiture upon termination except death/disability (earlier of three years or expiry) and termination without cause/for good reason (earlier of two years or expiry); if exercise date not reached, awards remain unexercisable and are forfeited .
Equity Ownership & Alignment
| Item | As of/Detail | Amount |
|---|---|---|
| Beneficial Ownership (common) | March 18, 2025 | 715,127 shares; <1% of outstanding |
| Deferred Vested RSUs | Included in beneficial ownership | 5,780 vested RSUs deferred; deliverable within 60 days upon termination |
| Pledging/Hedging Policy | Corporate policy | Anti-hedging; pledging prohibited unless fully recourse with ability to repay without liquidating pledged stock |
| Director Ownership Guidelines | Non-management directors | 3x annual cash retainer ($125,000/year) – not applicable to management directors |
Alignment Assessment:
- Large family ownership across executives/directors strongly aligns incentives; executive/director group beneficially owns ~19.0% .
- SARs designed to reward exceptional long-term share price appreciation with a 7-year cliff exercise, mitigating near-term selling pressure .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment Agreement | No employment agreements for executive officers |
| Severance / Change-in-Control (CIC) | No agreements to pay severance upon CIC; equity plan uses double-trigger vesting if awards continued/assumed, with performance deemed at target; if not continued/assumed/substituted, vesting or deemed exercise applies per plan; Section 409A timing constraints apply |
| Clawback | Incentive compensation subject to clawback under policy and law |
| Non-compete / Non-solicit | Not disclosed |
| Garden leave / Post-termination consulting | Not disclosed |
Board Governance
- Board Service: Loews director since 2025; serves on the Executive Committee .
- Independence: Board determined all directors and nominees other than Alexander H. Tisch, Benjamin J. Tisch, and James S. Tisch are independent; Benjamin is not independent given management role and family relationships .
- Dual-role implications: Loews separates CEO and Chairman roles; Chairman is James S. Tisch; lead independent director Paul J. Fribourg chairs executive sessions after each quarterly board meeting, mitigating potential concentration of authority and independence concerns .
- Other Directorships: Director at CNA Financial Corporation .
Related Party Transactions and Red Flags
- Family Relationship: Benjamin J. Tisch is the son of Chairman and retired CEO James S. Tisch; cousin of Alexander H. Tisch; disclosed in proxy .
- 2024 Employment Compensation (pre-CEO): As SVP, Corporate Development & Strategy, earned $2,942,308 in cash compensation (including cash incentive) and received 10,951 RSUs in Feb 2024 under the Incentive Compensation Plan .
- Governance controls: Audit Committee reviews and approves all related party transactions; anti-hedging/pledging policies; majority independent committees .
Say-on-Pay & Compensation Governance
| Item | Data |
|---|---|
| 2024 Say-on-Pay Approval | 96% approval |
| 5-Year Average Approval | ~95% average approval |
| Compensation Committee | Fully independent; uses negative discretion; performance-based stock and cash; clawback policy; no CIC severance agreements |
| Consultant | Semler Brossy engaged for benchmarking |
Compensation Structure Analysis
- Emphasis on at-risk pay: CEO and NEOs’ incentive compensation comprises the majority of total comp; for 2024 CEO (predecessor), base salary 14.4%, incentive cash ~70.7%, stock awards ~14.8% .
- Performance metrics: Cash bonus pool sized to performance-based income (4.5%) with negative discretion; PRSUs tied to performance-based income per share targets and time-vesting .
- 2025 special SARs: One-time, long-dated, out-of-the-money SARs at $100/$150/$200 strikes create high-performance equity leverage without near-term liquidity pressures; subject to clawback .
Performance & Track Record
| Metric | Period | Result |
|---|---|---|
| Q3 2025 Net Income | Three months ended Sep 30, 2025 | $504 million; $2.43 per share |
| Book Value per Share (GAAP) | Sep 30, 2025 vs Dec 31, 2024 | $88.39 vs $79.49 |
| Book Value per Share (ex-AOCI) | Sep 30, 2025 vs Dec 31, 2024 | $94.00 vs $88.18 |
| Share Repurchases | Q3 2025 | 0.6 million shares; $56 million |
| 5-Year Book Value Growth (ex-AOCI) | Past five years | ~33.8% increase (context for executive pay philosophy) |
Equity Ownership & Alignment (Detail)
| Ownership Element | Quantity/Policy | Notes |
|---|---|---|
| Shares Beneficially Owned | 715,127 | As of March 18, 2025; <1% |
| Deferred Vested RSUs | 5,780 | Deliverable within 60 days upon termination |
| SARs (2025 grants) | 450,000 total | 100k@$100, 150k@$150, 200k@$200; exercisable starting year 7; 10-year term |
| Anti-pledging/hedging | Policy in place | Pledging restricted; anti-hedging applies |
Employment Terms (Detail)
| Topic | Provision |
|---|---|
| CIC equity handling | Double-trigger vesting if awards continued/assumed/substituted and termination within 18 months; performance deemed at target; if not assumed, immediate vesting/deemed exercise before CIC; Section 409A timing constraints |
| Severance | No CIC severance agreements with executive officers |
| Clawback | Incentives subject to clawback policy and applicable law |
Investment Implications
- Alignment and incentives: 2025 pay design is incentive-heavy (target bonus $2.6M and PRSUs $0.9M) with strict performance and time-vesting; special SARs at high strikes and 7-year cliff reduce near-term selling pressure and tie upside to sustained share price appreciation .
- Governance mitigants: Separate Chair/CEO and empowered lead independent director, majority independent committees, and anti-hedging/pledging policies help offset non-independence and family relationship concerns .
- Trading signals: Monitor 10b5-1 plans and vesting events for PRSUs (typical vesting on 2nd/3rd anniversaries) and any future RSU/PRSUs granted as CEO; SARs become exercisable in 2032, but watch for price approach to $100/$150/$200, which could catalyze value realization and influence insider posture .
- Pay-for-performance: Cash bonus pool ties to performance-based income with negative discretion; PRSU earning depends on performance-based income per share; continued strong subsidiary performance (CNA, Boardwalk) and capital allocation (repurchases) in 2025 underpin potential payouts, but committee discretion limits pay inflation risk .
- Ownership: Benjamin’s direct stake (<1%) is modest, but broader family/executive group ownership (~19.0%) fosters long-term alignment; no pledging disclosures for Benjamin and strict pledging restrictions lower alignment risk .