Richard W. Scott
LOEWSAbout Richard W. Scott
Richard W. Scott is Senior Vice President and Chief Investment Officer of Loews Corporation; age 71; executive officer since 2009 and in his current role for at least the past five years . As context for his incentive design, company performance over 2020–2024 shows rising TSR and performance-based income, which drive PRSU vesting and cash bonus pools .
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Value of $100 – Total Shareholder Return | $86.31 | $121.37 | $123.10 | $153.46 | $196.96 |
| Value of $100 – Peer Group TSR | $86.28 | $119.40 | $146.31 | $154.87 | $239.21 |
| Net Income ($MM) | $(931) | $1,562 | $822 | $1,434 | $1,414 |
| Performance-Based Income ($MM) | $836 | $1,211 | $1,159 | $1,601 | $1,865 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Loews Corporation | Senior Vice President & Chief Investment Officer | 2009–present | Not disclosed |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public external directorships disclosed in SEC filings |
Fixed Compensation
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | 950,000 | 950,000 | 950,000 |
| All Other Compensation | 180,750 | 188,500 | 200,250 |
- 2024 All Other Compensation includes: Deferred Investment Plan contributions $162,750; Employee Savings Plan contributions $34,500; flexible benefits $3,000 .
- Named executive officer base salaries are capped at $1 million to emphasize performance-based pay .
Performance Compensation
Cash Incentive (non-equity)
| Metric | 2023 | 2024 |
|---|---|---|
| Performance Bonus Pool Share (%) | 12.6% | 12.5% |
| Target Award ($) | 2,650,000 | 2,870,000 |
| Maximum Award ($) | 3,500,000 | 3,500,000 |
| Actual Bonus Paid ($) | 2,650,000 | 2,870,000 |
- The Compensation Committee typically exercises negative discretion; for 2023 and 2024, awards to Scott were set at target based on qualitative assessment against company performance and goals .
- Annual performance bonus pool set at 4.5% of performance-based income each year .
Equity Awards (PRSUs)
| Grant Year | Grant Date | PRSUs Granted | Grant Date Fair Value ($) | Performance Target (Income/Share) | Actual (Income/Share) | Earned (%) |
|---|---|---|---|---|---|---|
| 2023 | 02/06/2023 | 13,213 | 800,000 | $3.45 | $7.03 | 100% |
| 2024 | 02/05/2024 | 10,951 | 800,000 | $4.15 | $8.46 | 100% |
- Vesting schedule: PRSUs vest 50% on the second anniversary and 50% on the third anniversary of grant; dividends accrue in cash with interest and are paid only upon vesting .
- Resulting vest dates: 2023 grant vests in 2025 and 2026 ; 2024 grant vests in 2026 and 2027 .
RSU and SAR Activity
| Year | RSUs/Stock Units Vested (Shares) | Value Realized on Vesting ($) | SARs Exercised (Shares) | Value Realized on Exercise ($) |
|---|---|---|---|---|
| 2023 | 14,258 | 887,999 | 20,576 | 1,270,952 |
| 2024 | 14,145 | 1,028,762 | 0 | 0 |
Equity Ownership & Alignment
| As-of Date | Beneficially Owned Shares | % of Class |
|---|---|---|
| March 19, 2024 | 51,964 | <1% (less than 1%) |
| March 18, 2025 | 42,919 | <1% (less than 1%) |
| Equity Awards Outstanding | 2023 | 2024 |
|---|---|---|
| Stock Awards – Shares Not Vested | 20,724 | 19,792 |
| Market Value of Shares Not Vested ($) | 1,442,183 | 1,676,184 |
| Equity Incentive Awards – Unearned Shares Not Vested | 13,213 | 10,951 |
| Market/Payout Value of Unearned Shares ($) | 919,493 | 927,440 |
- Anti-hedging and anti-pledging policies apply to executive officers; pledging is prohibited unless loans are fully recourse and repayable without liquidating pledged stock .
- No executive share ownership guidelines disclosed; director ownership guidelines and compliance are disclosed separately .
Deferred Compensation (alignment and retention)
| Metric | 2023 | 2024 |
|---|---|---|
| Executive Contributions – Deferred Cash ($) | 2,548,835 | 2,738,528 |
| Company Contributions – Deferred Cash ($) | 152,500 | 162,750 |
| Aggregate Balance – Deferred Cash ($) | 7,985,929 | 12,745,618 |
Employment Terms
- No employment agreements for named executive officers; officers are elected annually and may be removed by the Board .
- No agreements to pay severance upon a change in control; clawback policy requires recoupment of incentive compensation for three prior fiscal years if a restatement is required due to material noncompliance with federal securities laws .
- 2025 Incentive Compensation Plan “best practices”: no single-trigger acceleration on change in control; no repricing of options/SARs; non-employee director awards capped; clawback applies .
- Change-in-control treatment: if awards are continued/assumed, performance goals deemed met at target and vesting continues; double-trigger full vesting if terminated without cause or resigns with good reason within 18 months; if not continued/assumed, awards are settled or canceled for value (subject to 409A) .
Compensation Structure Analysis
- Year-over-year cash vs equity mix remains heavily performance-based; base salary capped at $1 million with significant incentive weighting and capped awards .
- Shift from legacy SARs to PRSUs for executives; PRSUs include both performance and time-vest requirements, increasing retention alignment .
- Performance metrics are intentionally adjusted (performance-based income) to remove volatile or uncontrollable items (e.g., investment gains/losses, catastrophe losses above budget, certain legacy reserves), with Board discretion to apply negative reductions .
Compensation Peer Group (for pay-versus-performance benchmarking)
- Peer group used for TSR comparisons includes: Berry Global, Chubb, Diamond Rock Hospitality, Enbridge, Energy Transfer, Kinder Morgan, Ryman Hospitality, Silgan, Sunstone Hotel Investors, The Hartford, The Travelers Companies, W.R. Berkley, Xenia Hotels & Resorts .
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote approval: 96%; five-year average ~95% approval .
Board Governance and Compensation Oversight
- Compensation Committee: Chair Susan P. Peters; members Charles M. Diker, Paul J. Fribourg, Walter L. Harris; fully independent; met twice in 2024 .
- Semler Brossy engaged to provide compensation benchmarking and support .
Investment Implications
- Pay-for-performance alignment: Cash bonuses and PRSUs are tied to performance-based income with Committee discretion; PRSUs earned at 100% in 2023–2024 reflecting strong company performance. Upcoming PRSU vesting tranches in 2026 and 2027 create known delivery dates that could correlate with insider liquidity management windows, though sales are not indicated by filings .
- Retention and alignment: Large deferred cash balances and time-vested PRSUs support retention and long-term alignment; beneficial ownership remains <1% of outstanding shares, consistent with diversified shareholder base .
- Governance safeguards: No CIC severance, anti-hedging/pledging, and robust clawback reduce headline risk and misalignment; high say-on-pay support suggests limited compensation-related investor overhang .