Charles M. Diker
LOEWSAbout Charles M. Diker
Independent director at Loews Corporation since 2003; age 90. He is Chairman of Diker Management LLC, a registered investment adviser, and previously served as director (1985–2021) and Chairman (1986–2021) of Cantel Medical Corp. His background combines investment advisory leadership and operating company board/executive experience, deemed valuable given Loews’s diversified businesses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cantel Medical Corp. | Director; Chairman of the Board | Director 1985–2021; Chairman 1986–2021 | Longstanding operating company board leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Diker Management LLC | Chairman | Current | Registered investment adviser |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member (not chair) .
- Committee meeting load (2024): Audit (6 meetings), Compensation (2 meetings) .
- Independence: Board determined Mr. Diker is independent under NYSE standards and Loews policy .
- Attendance: In 2024, all incumbents other than one director attended ≥75% of Board and committee meetings; this threshold was met by incumbents including Mr. Diker (no exception noted) .
- Executive sessions and leadership: Independent directors meet in executive session after each regular quarterly Board meeting; lead independent director is Paul J. Fribourg (also Nominating & Governance Chair) .
- Audit Committee “financial expert”: Designated experts are Ann E. Berman, Walter L. Harris, and Jonathan C. Locker (Mr. Diker is not designated) .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Cash fees | $160,000 | Reported total cash for 2024 |
| Annual RSU grant | $100,000 | Grant at annual meeting under 2016 Incentive Compensation Plan |
| Total | $260,000 | Sum of cash and stock awards |
Breakdown rationale (from published fee schedule and his committee roles): base retainer $31,250/quarter ($125,000/yr) + Audit member $6,250/quarter ($25,000/yr) + Compensation member $2,500/quarter ($10,000/yr) = $160,000 cash; applies to members and matches reported amount .
Other program terms
- Directors may elect to defer some or all cash and equity compensation .
- Director ownership guideline: 3x annual cash retainer (currently $125,000), and all non-employee directors were in compliance as of the proxy date .
Performance Compensation
Loews does not disclose performance-based compensation for directors; the equity retainer is an annual RSU grant.
| Equity Instrument | Grant/Status | Amount |
|---|---|---|
| Annual RSU grant (director program) | 2024 grant-date value | $100,000 |
| RSUs outstanding (as of 12/31/2024) | Units | 1,288 |
| Options/SARs outstanding (legacy plan) | SARs | 9,000 (aggregate awards outstanding for Mr. Diker) |
Policies relevant to director alignment and risk
- Clawback applies to incentive compensation for executive officers; Board maintains robust compensation governance, and directors are covered by anti-hedging and anti-pledging policies (pledging only with ability to repay loan and fully recourse) .
- Limits on non-employee director awards under proposed 2025 plan: annual cap of $500,000 grant-date value; plan includes no evergreen, no single-trigger CIC acceleration, no repricing .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed besides Loews . |
| Prior public company boards | Cantel Medical Corp., Director (1985–2021), Chairman (1986–2021) . |
| Compensation Committee interlocks | None; Loews states no interlocks/insider participation among Compensation Committee members (Mr. Diker serves on this committee) . |
Expertise & Qualifications
- Investment advisory expertise as Chairman of a registered investment adviser; board and operating roles across businesses; brings investor/operator perspective aligned with Loews’s capital allocation and diversified holdings .
- Not designated as an “audit committee financial expert” (committee has three other designated experts) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership of Loews common stock | 25,029 shares | As of March 18, 2025; “*” <1% of class |
| Included in total: SARs currently exercisable | 3,835 shares | Counted on a “if exercised” basis per proxy methodology |
| Included in total: RSUs vesting within 60 days of 3/18/2025 | 1,288 shares | Unvested RSUs vesting within 60 days |
Ownership alignment
- Director ownership guideline: 3x annual cash retainer; all non-employee directors in compliance as of proxy date .
- Anti-hedging policy for directors; pledging prohibited unless stringent conditions are met .
Governance Assessment
- Strengths: Independent status; dual service on Audit and Compensation committees; attendance threshold met; no related-party transactions disclosed involving Mr. Diker; Compensation Committee confirms no interlocks; ownership guideline compliance and equity retainer support alignment; robust governance practices (lead independent director, regular executive sessions, majority voting, clawback, anti-hedging/pledging) .
- Board/Shareholder signals: 2024 say-on-pay approval 96% (5-year average ~95%), indicating broad shareholder support for pay practices overseen by the Compensation Committee on which he serves .
- Monitoring items: Very long tenure (director since 2003) and advanced age (90) may raise ongoing refreshment/succession considerations for investors, although the Board maintains annual evaluations and a diverse mix of skills among independent directors .
- RED FLAGS: None disclosed regarding conflicts, related-party transactions, hedging/pledging exceptions, low attendance, or pay anomalies specific to Mr. Diker in 2024–2025 proxy disclosures .