James S. Tisch
LOEWSAbout James S. Tisch
James S. Tisch, age 72, is Chairman of the Board of Loews Corporation and a director since 1986; he retired as President & Chief Executive Officer effective December 31, 2024. He also serves on Loews’ Executive Committee and is a director of CNA Financial Corporation, Loews’ majority-owned subsidiary . Prior external public boards include General Electric Company (2010–2022) and Diamond Offshore (1989–2021) . The Board has determined he is not independent; all directors other than Alexander, Benjamin, and James S. Tisch are independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Loews Corporation | President & Chief Executive Officer | 1999–Dec 31, 2024 | Led capital allocation; oversaw subsidiaries CNA, Boardwalk, Loews Hotels; transitioned to Chairman on Jan 1, 2025 |
| Loews Corporation | Executive roles prior to 1999 | Prior to 1999 | Multiple executive positions providing institutional knowledge and strategic direction |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CNA Financial Corporation | Director | Current | Oversight of major Loews subsidiary (approx. 92% ownership) |
| General Electric Company | Director | 2010–2022 | Independent oversight at a large-cap industrial/tech company |
| Diamond Offshore | Director | 1989–2021 | Energy/offshore drilling governance experience |
Board Governance
- Current board role and independence: Chairman of the Board; member, Executive Committee; not independent under Loews/NYSE standards .
- Board leadership: Separate CEO and Chairman; lead independent director (Paul J. Fribourg) chairs executive sessions and the Nominating & Governance Committee .
- Committee structure: Independent Audit, Compensation, and Nominating & Governance committees; Executive Committee includes management/family members .
- Attendance: In 2024 there were 9 Board, 6 Audit, 2 Compensation, and 3 Nominating meetings; each incumbent director other than Anthony Welters attended at least 75% of applicable meetings; all directors attended the 2024 annual meeting .
- Director ownership guidelines: Non-employee directors must hold ≥3× annual cash retainer; all were in compliance as of the proxy date .
- Family relationships: Benjamin J. Tisch (CEO) is James’s son; Alexander H. Tisch (Loews Hotels CEO) is his nephew; Andrew H. Tisch (director emeritus) is his brother; Jonathan M. Tisch (director emeritus; Executive Chairman, Loews Hotels) is his cousin .
Fixed Compensation
| Component | Structure / Amount | Notes |
|---|---|---|
| Director cash retainer | $31,250 per quarter | Non-management directors; Lead director +$5,000 per quarter; committee retainers: Audit $6,250/qtr (chair +$10,000/qtr); Comp & N&G $2,500/qtr (chairs +$5,000/qtr) |
| Director equity | Annual RSU grant with $100,000 grant-date value (at annual meeting) | Under 2016 Plan through 2024; 2025 plan continues equity compensation with director cap ($500,000/yr) |
| Chairman-specific | Not separately disclosed for James in 2024 table (he was CEO in 2024) | Director comp table lists non-management directors for 2024; James became non-management Chairman on 1/1/2025 |
| CEO base salary (2024) | $975,000 | Final year as CEO (retired 12/31/2024) |
Performance Compensation
| Item | 2024 Details | Design/Metric |
|---|---|---|
| Non-Equity Incentive (CEO) | $4,775,000 | Awarded under Incentive Compensation Plan (ICP) |
| PRSU Stock Awards (CEO) | $1,000,000 grant-date fair value; 13,689 PRSUs granted 2/5/2024 | Performance-vesting; earned based on 2024 performance-based income (PBI) per share; time-vest 50% at 2 years/50% at 3 years (accelerated at retirement subject to metric) |
| ICP Target/Max (2024) | Target $4,775,000; Max $6,000,000 | Named for James S. Tisch in 2024 target table |
| Bonus Pool (2024) | 4.5% of PBI at plan level | Committee exercises negative discretion; awards typically a fraction of pool |
| PBI and Net Income (2024) | PBI $1,865 million; Net income $1,414 million | Committee-defined adjustments; details disclosed |
| PBI per Share Target (2024 PRSUs) | $4.15 target vs. actual $8.46 per share; 100% earned | 2024 PRSUs earned in full based on PBI/share; remain subject to time-vesting (accelerated due to retirement) |
Performance metric table
| Metric | Target | Actual | Outcome |
|---|---|---|---|
| Performance-Based Income per Share (2024) | $4.15 | $8.46 | 100% of PRSUs earned |
| Performance-Based Income (2024, $mm) | N/A | $1,865 | Informs ICP pool sizing |
| Consolidated Net Income (2024, $mm) | N/A | $1,414 | For context; adjusted to PBI per plan |
Governance safeguards
- Clawback policy for incentive compensation upon required restatements (3-year look-back) .
- Anti-hedging and anti-pledging policy for directors and executive officers; limited exceptions for pledging only if fully recourse and repayable without liquidating stock .
- No employment agreements or severance/change-in-control agreements with NEOs; 2025 incentive plan has no single-trigger acceleration and prohibits repricing without shareholder approval .
Other Directorships & Interlocks
| Entity | Relationship/Interlock | Notes |
|---|---|---|
| CNA Financial Corporation | Current Loews director and CNA director | Standard parent-subsidiary board overlap |
| Family relationships (Loews) | CEO (Benjamin J. Tisch) is his son; Alexander H. Tisch (Loews Hotels CEO) is nephew | Governance transparency; disclosed in Family Relationships |
| Compensation Committee Interlocks | None | No interlocks/insider participation on Comp Committee |
Expertise & Qualifications
- Deep institutional knowledge from decades at Loews, including 25 years as CEO, with a focus on capital allocation and oversight of a diversified portfolio (CNA, Boardwalk, Loews Hotels, Altium) .
- Track record during recent years cited by the Compensation Committee: sustained share repurchases (e.g., ~7.7M shares repurchased in 2024; ~77.5M from 2020–2024) and five-year book value per share growth of ~33.8% (ex-AOCI) .
- Say-on-Pay support reflects investor confidence in compensation programs (96% approval at 2024 meeting; 5-year average ~95%) .
Equity Ownership
Beneficial ownership (as of March 18, 2025)
| Holder | Shares Beneficially Owned | % of Class | Notes/Breakdown |
|---|---|---|---|
| James S. Tisch | 16,372,980 | 7.8% | Includes 9,551,407 shares in trusts (trustee); 3,005,037 by spouse or spouse’s trusts; 594,500 by a charitable foundation (shared voting); 120,707 vested RSUs deferred (deliverable post-retirement 409A delay); 433 unvested RSUs vesting within 60 days; sole voting/investment on 12,773,443 shares; shared on 3,599,537 shares |
Director and officer holdings (selected details)
- James S. Tisch: 16,372,980 shares; includes deferred and unvested RSUs as above .
- Ownership guidelines: All non-employee directors in compliance as of proxy date .
Insider trades (recent, Form 4)
| Date (Trans.) | Type | Shares | Price | Note/Context | Source |
|---|---|---|---|---|---|
| 09/19/2024 | M (Option/SAR exercises) | 15,000 + 15,000 + 15,000 + 15,000 | $40.46; $40.61; $38.46; $35.52 | Exercise of legacy SARs approaching 1/2025 expiration | |
| 09/19/2024 | D (Sale to Issuer) | 29,167 | $79.75 | Disposition to issuer (net settlement/tax or plan-related) | |
| 02/10/2025 | A (RSUs earned for 2024) | 13,689 | $0 | 2024 PRSUs earned at 100% based on PBI/share; fully vested due to retirement; delivery deferred per 409A | |
| 05/29/2025 | J (Trust transfers) | 282,852 (D from direct) / 282,852 (A to trusts) | $88.39 | Transfers to four family trusts; no change in total beneficial ownership | |
| 07/01/2025 | M (Delivery of deferred RSUs/settlement and tax) | Multiple line items | $0 | Delivery of previously deferred RSUs; issuer withheld shares to cover taxes | |
| 09/30/2025 | A (Director quarterly grant) | 251 | $0 | Quarterly director compensation grant under 2025 Plan |
Hedging/pledging
- Policy prohibits hedging; pledging is restricted to fully recourse loans and only if repayable without selling stock . No pledging by Mr. Tisch is disclosed in the proxy.
Fixed Compensation (Detail for 2024 CEO year)
| Year | Base Salary | Notes |
|---|---|---|
| 2024 | $975,000 | Final year as CEO; retired Dec 31, 2024 |
Performance Compensation (Detail for 2024 CEO year)
| Component | 2024 | Notes |
|---|---|---|
| Cash Incentive (ICP) | $4,775,000 | Target met; committee used negative discretion framework; pool = 4.5% of PBI |
| Stock Awards (PRSUs) | $1,000,000 (13,689 units granted 2/5/2024) | Earned 100% on $8.46 PBI/share vs $4.15 target; time-vesting 50%/50% at 2 and 3 years; accelerated at retirement subject to PBI |
| PBI (millions) vs Net Income | $1,865 vs $1,414 | 2024 PBI used for ICP; adjustments detailed in proxy |
Other Compensation, Benefits, and Policies
- Pension/SERP values (2024): Benefit Equalization Plan present value $20,600,127; Supplemental Benefit $1,694,958 .
- Deferred compensation: Company contributions to Deferred Investment Plan; deferrals of RSUs with deliveries after 409A six-month delay post-retirement; balances and contributions disclosed for NEOs (see tables) .
- No employment agreements; no severance/change-in-control agreements for executives .
Related-Party Transactions (Oversight and 2024 items)
- Audit Committee reviews and approves all related-party transactions; practice extends to any size amount; conflicted members recused .
- 2024 transactions involved other family executives (e.g., reimbursements for Jonathan M. Tisch’s aircraft for Loews Hotels business; compensation and RSU grants for Alexander H. Tisch and Benjamin J. Tisch) but none specifically attributed to James as a counterparty; full amounts and oversight detailed in proxy .
- Family relationships and multiple Tisch family members in board/management roles are fully disclosed .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 96% of shares voted in favor; five-year average ~95% .
Governance Assessment
Strengths
- Substantial insider ownership (7.8%) strongly aligns incentives with shareholders; deferred RSUs further tie outcomes to long-term performance .
- Robust compensation governance: clawback policy; anti-hedging/pledging; independent Compensation Committee; no executive employment or CIC severance agreements .
- Board leadership features a separate CEO and Chairman, with a strong lead independent director framework, independent key committees, and regular executive sessions .
Risks/Red Flags to Monitor
- Independence: Chairman is not independent; key family relationships include the current CEO (his son) and other family executives, creating potential perception and substantive conflicts that require vigilant committee oversight .
- Related-party exposure: While overseen by the Audit Committee, related-party transactions within the broader family cohort persist (e.g., compensation/awards to family executives, travel reimbursements), warranting ongoing transparency and rigorous recusal practices .
- Concentration of influence: Significant beneficial ownership and family leadership continuity can raise concerns about board independence and succession planning; however, high Say-on-Pay support suggests current investor acceptance of governance/compensation practices .
Overall, James S. Tisch brings deep company expertise and meaningful skin-in-the-game that can bolster investor confidence in capital allocation and long-term strategy, but his non-independence and family interlocks necessitate continuous, demonstrable independence of key board committees and scrupulous related-party oversight to maintain governance credibility.