Kenneth I. Siegel
LOEWSAbout Kenneth I. Siegel
Kenneth I. Siegel is Senior Vice President of Loews Corporation (ticker L), age 68, and has served as an executive officer since 2009; he has been in his current role for at least the past five years . His pay is tied to company “performance‑based income” and PRSUs earned based on performance‑based income per share, aligning with Loews’ emphasis on long‑term value creation; in 2024, performance‑based income was $1,865 million versus consolidated net income of $1,414 million, and PRSUs earned at 100% on $8.46 performance‑based income per share . The Compensation Committee evaluates executives qualitatively in the context of consolidated performance and can apply negative discretion on cash bonuses .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Loews Corporation | Senior Vice President | 2009–present | Executive performance assessed qualitatively against consolidated results; cash bonus pool set as % of performance-based income, with negative discretion |
External Roles
No external directorships or outside roles disclosed for Siegel.
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $975,000 | $975,000 | $975,000 |
| All Other Compensation ($) | $247,000 | $270,750 | $274,000 |
- 2024 All Other Compensation components: Deferred Investment Plan contributions $236,500, Employee Savings Plan contributions $34,500, flexible benefits cash $3,000 .
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Payout | Maximum | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (2024) | Performance‑based income | Discretionary (negative discretion retained) | $4,400,000 | $4,400,000 (target paid in Q1 2025) | $5,250,000 | Cash; paid following year |
| Bonus Pool Parameters (2024) | Pool = 4.5% of performance‑based income | — | Siegel allocation 19.1% of pool | Committee awarded NEOs ~27.4% of available pool | Pool caps by max awards | — |
| PRSUs (2024 grant) | Performance‑based income per share | Earn 0–100% based on target attainment | $4.15 per share target | Actual $8.46 ⇒ 100% earned | 100% cap | Time‑vest: 50% on Feb 5, 2026; 50% on Feb 5, 2027 |
2024 plan-based PRSU grant details:
- Grant date: Feb 5, 2024; threshold 5,475.5 shares; target 10,951 shares; maximum 10,951 shares; fair value $800,000 at $72.79 close .
Program design and adjustments:
- Performance‑based income excludes specified items (e.g., investment gains/losses, certain catastrophe losses above CNA budget, legacy run-off LTC measurement, A&EP impacts) to avoid distortion; Committee retains negative discretion even after exclusions .
Multi‑Year Compensation Summary
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards ($) | $800,000 | $800,000 | $800,000 |
| Non‑Equity Incentive ($) | $4,050,000 | $4,100,000 | $4,400,000 |
| Change in Pension Value ($) | $78,344 | $102,964 | $121,845 |
| Total ($) | $6,150,344 | $6,248,714 | $6,570,845 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 7,590; <1% of class |
| RSUs vested in 2024 | 14,145 shares; $1,028,762 value |
| Unvested RSUs at 12/31/2024 | 19,792 shares; $1,676,184 market value |
| Unearned PRSUs at 12/31/2024 | 10,951 shares; $927,440 payout value (earned 100% in Q1 2025, still time‑vesting) |
| Options/SARs (exercisable/unexercisable) | None shown outstanding for Siegel at 12/31/2024 |
| Deferred Cash Compensation Balance | $939,639 aggregate balance; 2024 company contributions $236,500 |
| Pension – Present Value | $2,829,507 (Benefit Equalization Plan) |
| Hedging/Pledging | Hedging prohibited; pledging prohibited unless loan fully recourse and repayable without liquidating stock |
Dividend equivalents on RSUs/PRSUs accrue cash with interest at the one‑year Treasury rate, paid only upon vesting .
Employment Terms
- No employment agreements or agreements to pay severance upon a change in control for executive officers .
- Clawback: Recoupment of incentive comp (cash and equity) for the three completed fiscal years prior to a required restatement; recover amounts above what would have been paid on restated results .
- Anti‑hedging and pledging: Hedging prohibited for directors/executives; pledging generally prohibited unless fully recourse and repayable without liquidating shares .
- Incentive equity plan change‑in‑control (2025 Plan, if approved): If awards are continued/assumed/substituted, performance awards deemed at target and remain subject to time‑vest; double‑trigger acceleration (termination without cause or good reason within 18 months) leads to full vesting; if awards are not continued/assumed/substituted, single‑trigger acceleration/cash‑out at change‑in‑control (subject to 409A) .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $12,046,000,000* | $13,284,000,000* | $14,236,000,000* |
| EBITDA ($) | $1,890,000,000* | $2,802,000,000* | $2,840,000,000* |
Values retrieved from S&P Global.*
Additional disclosed performance indicators:
- Pay versus performance table shows TSR value of initial fixed $100 investment at $196.96 for Loews and $239.21 for the peer group in 2024; net income $1,414 million and performance‑based income $1,865 million .
- Say‑on‑pay approval: 96% at 2024 annual meeting; ~95% average over five years .
Investment Implications
- Compensation alignment: Siegel’s pay is heavily at‑risk via cash tied to performance‑based income and PRSUs earned on performance‑based income per share; Committee retains negative discretion, and PRSUs time‑vest over 2026–2027, promoting retention and long‑term alignment .
- Retention and selling pressure: 10,951 PRSUs earned for 2024 will vest 50% on Feb 5, 2026 and 50% on Feb 5, 2027, creating predictable vest dates that may influence insider trading windows; RSU dividend equivalents accrue until vest .
- Governance and risk controls: No employment agreements or CIC severance, strong clawback and anti‑hedging policies reduce adverse incentive risk; 2025 Plan codifies balanced single/double‑trigger CIC treatment .
- Shareholder sentiment: High say‑on‑pay support (~96%) suggests investors view the pay program as reasonable given performance; continued use of adjusted performance‑based income and peer‑context TSR disclosures support transparency .
Overall, the package emphasizes performance sensitivity and deferred equity, with clear vest schedules and robust clawback/anti‑hedging controls; monitor upcoming PRSU vest dates (2026/2027) for potential trading activity and assess sustainability of performance‑based income relative to bonus pool funding .