Charles D. Davidson
LOEWSAbout Charles D. Davidson
Independent director of Loews Corporation since 2015 (age 75). Partner at Quantum Capital Group; previously CEO (2000–2014) and Chairman (until 2015) of Noble Energy and director (2016) and Chairman (2018) of Jagged Peak Energy until 2020 . Serves on Loews’ Nominating & Governance Committee and is designated independent under NYSE standards . Core credentials include deep energy operations leadership and oversight relevance to Loews’ Boardwalk Pipelines subsidiary .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Noble Energy Inc. | Chief Executive Officer; Chairman of the Board | CEO 2000–2014; Chairman until 2015 | Led large, complex multinational operations; energy sector expertise supports oversight of Boardwalk Pipelines |
| Jagged Peak Energy, Inc. | Director; Chairman of the Board | Director from 2016; Chairman from 2018; until 2020 | Upstream energy governance experience; capital allocation and board leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Quantum Capital Group | Partner | Current | Private equity fund in energy; see related-party exposure via CNA subsidiary investment in a Quantum-managed fund |
Board Governance
- Committee assignments: Member, Nominating & Governance Committee; 2024 meetings held: 3; committee composed entirely of independent directors .
- Independence: Board determined Davidson independent; explicit review noted CNA subsidiary investment in a Quantum-managed fund with potential performance fee allocation to Davidson; Board deemed relationship not material .
- Attendance: In 2024, Board held 9 meetings; Davidson was among incumbent directors (other than Welters) who attended at least 75% of Board and applicable committee meetings; independent directors hold executive sessions chaired by the lead director .
- Director stock ownership guidelines: Non-employee directors must own at least 3x annual cash retainer ($125,000); all non-employee directors were in compliance as of the proxy date .
- Anti-hedging and anti-pledging policies apply to directors, with limited recourse exceptions for pledging .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Board cash retainer | $125,000 | $31,250 per quarter in 2024 |
| Committee membership retainer (Nominating & Governance) | $10,000 | $2,500 per quarter for committee members |
| Committee chair fees | $0 | Not a chair |
| Lead director fee | $0 | Not lead director |
| Total cash fees earned | $135,000 | 2024 Fees Earned or Paid in Cash |
Performance Compensation
| Equity Award | Grant Basis | Grant Value | Units/Status | Vesting/Other Terms |
|---|---|---|---|---|
| Annual RSU grant to non-management directors | Granted at date of annual meeting | $100,000 | 1,288 RSUs outstanding per non-management director at 12/31/2024 | Directors may elect to defer cash and equity compensation; RSU dividends credited and paid only upon vesting |
| Options/SARs | — | — | 0 SARs outstanding for Davidson | No option/SAR awards to Davidson outstanding |
| Non-employee director equity cap (2025 Plan) | Policy limit | $500,000 | Aggregate annual grant date value cap | Applies prospectively under 2025 Incentive Compensation Plan |
Note: The proxy does not disclose director-specific RSU vesting schedules beyond general RSU terms for directors; deferral elections are permitted .
Other Directorships & Interlocks
| Company/Entity | Relationship | Period | Potential Interlock/Exposure |
|---|---|---|---|
| Jagged Peak Energy, Inc. | Director; Chairman | 2016–2020 | Prior public company governance in energy |
| Noble Energy Inc. | CEO; Chairman | CEO 2000–2014; Chairman until 2015 | Prior public company leadership; energy operations |
| Quantum Capital Group (fund manager) | Partner | Current | CNA subsidiary invested in a Quantum-managed fund; fees (including performance) payable to Quantum; Davidson expected nominal allocation of any future performance fees; Board determined not material |
Expertise & Qualifications
- Energy industry operations and leadership across upstream oil & gas and PE energy investing; relevant to Board’s oversight of Boardwalk Pipelines .
- Experience managing complex, multinational organizations and capital allocation .
Equity Ownership
| Holder | Beneficial Ownership (shares) | Percent of Class | Notable Details |
|---|---|---|---|
| Charles D. Davidson | 28,193 | * | Includes 1,288 shares underlying unvested RSUs that will vest within 60 days of March 18, 2025 |
- Proxy table denotes “*” as less than 1% of outstanding shares .
Governance Assessment
- Board effectiveness: Davidson adds sector-specific expertise valuable for Boardwalk Pipelines oversight; active on the Nominating & Governance Committee (3 meetings in 2024) supporting board composition and independence determinations .
- Independence and conflicts: The CNA-Quantum fund investment creates potential related-party exposure via performance fees; Board assessed projected returns and Davidson’s nominal allocation and concluded the relationship is not material. Nonetheless, this linkage warrants ongoing monitoring, particularly if performance fees are realized (potential perception risk) .
- Attendance and engagement: Davidson met the company’s stated attendance threshold (≥75%) alongside most incumbents, indicating adequate engagement; independent directors convene executive sessions regularly, bolstering independent oversight .
- Compensation alignment: Modest, standardized director pay structure (cash + annual RSU) with committee retainer reflects conservative governance; presence of ownership guidelines and anti-hedging/pledging policies reinforces alignment with shareholders .
- RED FLAGS: No disclosed hedging or pledging by Davidson; no related-party transactions involving Davidson beyond the Quantum fund scenario reviewed by the Audit Committee and Board and deemed immaterial . No option repricing or tax gross-ups for directors disclosed; overall say-on-pay approval for executives was strong (96% in 2024), indirectly supporting compensation governance credibility .