Susan P. Peters
LOEWSAbout Susan P. Peters
Independent director of Loews Corporation since 2018; age 71. Former Senior Vice President and Chief Human Resources Officer at General Electric with a 38‑year career focused on talent, compensation, and leadership development. Currently serves as Chair of Loews’ Compensation Committee and is deemed independent under NYSE standards; also a director of Hydrofarm Holdings Group, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Electric Company | Senior Vice President, Human Resources (CHRO) | 38‑year career; retired | Deep expertise in talent management, executive compensation, and leadership development |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Hydrofarm Holdings Group, Inc. | Director | Public | Current board service |
Board Governance
- Committee assignments and leadership: Chair, Compensation Committee; members include Charles M. Diker, Paul J. Fribourg, and Walter L. Harris; 2024 meetings held: 2; all members are independent. Primary remit: executive compensation, succession planning, approving incentive and equity plans.
- Independence: Board determined Ms. Peters is independent under Loews and NYSE standards.
- Attendance and engagement: In 2024, the Board met 9 times; Compensation Committee met 2 times. Each incumbent director other than Anthony Welters attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting.
- Executive sessions: Independent directors hold executive sessions after each regular quarterly Board meeting, chaired by the Lead Independent Director.
- Ownership policy: Non‑employee directors must hold shares worth at least 3× the annual cash retainer ($125,000); all non‑employee directors were in compliance as of the proxy date. Hedging is prohibited; pledging restricted.
- Director equity plan guardrails: New 2025 plan caps non‑employee director awards at $500,000 grant‑date value per fiscal year; prohibits repricing and single‑trigger acceleration.
Fixed Compensation
Standard non‑employee director structure (2024):
- Cash retainer: $31,250 per quarter ($125,000 per year)
- Annual RSU grant: $100,000 grant‑date value at the annual meeting
- Committee retainers per quarter:
- Audit member $6,250; Audit chair +$10,000
- Compensation member $2,500; Compensation chair +$5,000
- Nominating & Governance member $2,500; chair +$5,000
- Lead director +$5,000
2024 actual compensation for Ms. Peters:
| Year | Fees Earned or Paid in Cash | Stock Awards (RSUs FV) | Option/SAR Awards | All Other Compensation | Total |
|---|---|---|---|---|---|
| 2024 | $147,637 | $100,000 | $0 | $0 | $247,637 |
Notes: Non‑management directors may elect to defer some or all cash and equity compensation.
Performance Compensation
- Directors receive time‑based RSUs (not performance‑vested) with $100,000 grant‑date value annually at the shareholder meeting; deferral elections permitted.
- Award limits: Under the 2025 Incentive Compensation Plan, aggregate grant‑date value to any non‑employee director may not exceed $500,000 per fiscal year.
Selected equity status for Ms. Peters (as of 12/31/2024):
| Metric | Value |
|---|---|
| RSUs outstanding (count) | 1,288 |
| SARs outstanding (count) | 0 |
Other Directorships & Interlocks
| Company | Role | Committee Interlocks |
|---|---|---|
| Hydrofarm Holdings Group, Inc. | Director | None disclosed at Loews; Compensation Committee interlocks section reports none for committee members |
Expertise & Qualifications
- 38‑year GE career culminating as CHRO; domain expertise in executive compensation, talent management, leadership development, and operational optimization.
- Governance experience: Chairs Loews’ Compensation Committee and signed the Compensation Committee Report, evidencing active oversight.
Equity Ownership
| Holder | Beneficial Ownership | Percent of Class | Detail |
|---|---|---|---|
| Susan P. Peters | 13,516 shares | <1% | Includes 10,269 vested RSUs deferred and 1,288 unvested RSUs vesting within 60 days; no SARs outstanding |
Alignment and policies:
- Director ownership guideline: 3× annual cash retainer; all non‑employee directors were in compliance as of the proxy date.
- Anti‑hedging in Loews stock; pledging prohibited unless fully recourse and repayable without selling stock.
Governance Assessment
-
Strengths for investor confidence:
- Independent director and Chair of Compensation Committee; committee fully independent and oversees all executive pay and equity plans.
- Strong HR/compensation credentials from GE directly relevant to comp governance.
- Attendance threshold met (≥75% in 2024); all directors attended the 2024 annual meeting.
- High say‑on‑pay support: 96% approval in 2024; ~95% average over five years.
- Clear director ownership guidelines with full compliance; anti‑hedging/pledging policies reduce misalignment risk.
- No related‑party transactions involving Ms. Peters disclosed.
-
Watch items:
- Compensation Committee held two meetings in 2024—appropriate cadence should be monitored given evolving executive pay practices.
- Broader board context includes family relationships among other directors/executives; emphasizes the importance of independent committee leadership like Ms. Peters’ role.
-
No RED FLAGS identified for Ms. Peters in filings: no disclosed related‑party transactions, no hedging/pledging noted, standard director pay mix, and compliance with ownership guidelines.
Appendix: Reference Governance Facts (Company-Level)
- Independent executive sessions after each regular quarterly Board meeting.
- Director election by majority vote in uncontested elections; annual elections for all directors.
- Clawback policy applies to incentive compensation; the 2025 plan includes clawback, no repricing, and no single‑trigger vesting.