Paul J. Fribourg
LOEWSAbout Paul J. Fribourg
- Age 71; independent director of Loews Corporation since 1997; currently serves as Lead Independent Director and Chair of the Nominating & Governance Committee .
- Principal role: Chairman and CEO of Continental Grain Company (international agribusiness and investment company), bringing hands‑on operating and global execution experience; not designated as an “audit committee financial expert” at Loews .
- Independence: Board determined he is independent under NYSE standards; no material relationships disclosed with Loews or subsidiaries .
- Attendance: Met the Board’s 75% attendance threshold in 2024; independent directors meet in executive session each regular quarterly board meeting, chaired by the Lead Director (Fribourg) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Restaurant Brands International, Inc. | Director | 2014–2023 | Not disclosed |
| Bunge Limited | Director | 2018–2022 | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Continental Grain Company | Chairman, President & CEO | Current | International agribusiness and investment leadership |
| The Estée Lauder Companies Inc. | Director | Current | Not disclosed |
Board Governance
- Roles: Lead Independent Director; Chair, Nominating & Governance Committee; Member, Audit Committee; Member, Compensation Committee .
- Committee meeting cadence in 2024: Audit (6), Compensation (2), Nominating & Governance (3); Board met 9 times; all incumbent directors except one (not Fribourg) attended ≥75% of meetings .
- Executive sessions: Independent directors hold executive sessions after each regular quarterly board meeting; as Lead Director, Fribourg presides .
- Independence and structure: Board classifies Fribourg as independent; Board has separate Chair and CEO; Lead Director is “fully independent and empowered” with defined authorities, and also chairs Nominating & Governance .
- Compensation Committee interlocks: None; no insider participation issues disclosed (Fribourg is listed as a member) .
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $125,000 | $31,250 per quarter |
| Audit Committee member retainer | $25,000 | $6,250 per quarter |
| Compensation Committee member retainer | $10,000 | $2,500 per quarter |
| Nominating & Governance: member + chair | $30,000 | $2,500 + $5,000 per quarter (both apply to chair) |
| Lead Director retainer | $20,000 | $5,000 per quarter |
| Total Cash (2024 actual) | $210,000 | As reported for Fribourg |
| Annual RSU grant (equity) | $100,000 | Granted at annual meeting date under 2016 Plan |
| Total Compensation (2024) | $310,000 | As reported for Fribourg |
- Equity form and vesting (directors): Annual RSUs valued at $100,000 on grant date; at 12/31/2024 non‑management directors each had 1,288 RSUs outstanding .
- Fee deferrals: Directors may elect to defer cash and equity compensation .
- New plan guardrails: 2025 Incentive Compensation Plan caps annual grant date value for non‑employee directors at $500,000; prohibits repricing; embeds clawback; no single‑trigger acceleration on change‑in‑control .
Performance Compensation (Director)
- Director equity is time‑based RSUs; no performance metrics tied to director awards disclosed; options are not granted to directors under current program (legacy SARs remain outstanding) .
- Clawback and anti‑risk features apply enterprise‑wide; clawback covers incentive compensation upon financial restatement; anti‑hedging and anti‑pledging policies apply to directors .
Other Directorships & Interlocks
| Company | Relationship to Loews | Overlap/Interlock Risk |
|---|---|---|
| The Estée Lauder Companies Inc. (current) | No disclosed relationship | No related‑party transactions disclosed; Board deems Fribourg independent |
| Restaurant Brands International (former) | No disclosed relationship | Former role ended 2023; no Loews transactions disclosed |
| Bunge Limited (former) | No disclosed relationship | Former role ended 2022; no Loews transactions disclosed |
Expertise & Qualifications
- CEO of a global agribusiness/investment company (Continental Grain), providing practical operating experience across complex international businesses—useful for oversight of Loews’ diversified holdings; Board biography highlights his insight into major business decisions facing the Board .
- Not designated as an “audit committee financial expert” (designation applies to Berman, Harris, Locker) .
- Governance leadership: Lead Independent Director with responsibility for executive sessions and governance principles via Nominating & Governance chairmanship .
Equity Ownership
| Metric | Amount/Status | Notes |
|---|---|---|
| Total beneficial ownership | 22,058 shares | “Less than 1%” of outstanding |
| Breakdown – SARs (currently exercisable) | 3,835 shares | Included in beneficial ownership |
| Deferred vested RSUs | 16,935 shares | Deliverable under deferral terms if service terminated; included |
| Unvested RSUs vesting within 60 days (as of 3/18/2025) | 1,288 shares | Included |
| Pledging/Hedging | Prohibited (with narrow fully recourse pledge exception) | Anti‑hedging policy; anti‑pledging restrictions for directors |
| Director ownership guideline | ≥3x annual cash retainer ($125,000) | All non‑employee directors in compliance |
Governance Assessment
-
Strengths
- Lead Independent Director with governance authority; chairs Nominating & Governance; independent status affirmed; presides over quarterly executive sessions—supports effective oversight and independent board leadership .
- Active committee service (Audit and Compensation) with solid board/committee attendance (≥75% threshold in 2024); contributes across key oversight domains .
- Balanced director pay structure with modest equity component ($100k RSUs) and transparent cash retainers; strong plan guardrails (no repricing, no evergreen, director award cap, clawback) bolster investor alignment .
- Ownership alignment through guidelines (≥3x retainer) and existing holdings; anti‑hedging/anti‑pledging policies reduce misalignment risk .
-
Watch‑Items / Potential Red Flags
- Very long tenure (on board since 1997) may raise perceived independence concerns with some investors despite formal independence determination; mitigated by Lead Director role and ongoing independence review .
- Legacy SARs outstanding (aggregate 9,000 director SARs for Fribourg), though current equity practice is RSUs; SARs introduce potential optics but are legacy grants prior to 2016 .
- Multiple external roles (Continental Grain CEO; Estée Lauder directorship) increase time commitments; no Loews‑related party transactions disclosed in 2024 and none cited for Fribourg .
-
Shareholder Sentiment Context
- Say‑on‑pay approval high at 96% in 2024; compensation governance posture (independent committee; negative discretion; clawback) supportive of investor confidence .
Appendix: Committee Memberships and Meeting Load (2024)
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Nominating & Governance | Chair | 3 | Leads director nominations, independence determinations, governance principles |
| Audit | Member | 6 | Oversees financial reporting, ICFR, auditor independence, cyber risk |
| Compensation | Member | 2 | Oversees executive/director pay and succession planning |
| Board | Lead Independent Director | 9 | Presides over independent sessions each regular quarterly meeting |