Walter L. Harris
LOEWSAbout Walter L. Harris
Independent director of Loews Corporation; age 73; director since 2004. Former President & CEO of FOJP Service Corp. and Hospitals Insurance Company (2014–2019) and former Chairman of Watford Holdings Ltd. (2014–2021). Harris chairs Loews’ Audit Committee, is designated an “audit committee financial expert,” and also serves on the Compensation Committee, bringing deep insurance industry expertise aligned with Loews’ CNA segment focus .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FOJP Service Corporation; Hospitals Insurance Company | President & Chief Executive Officer | 2014–2019 | Led risk management and insurance platforms; experience cited as valuable for Loews/CNA oversight |
| Watford Holdings Ltd. | Chairman of the Board | 2014–2021 | Board leadership at an insurance company; referenced in director biography |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Watford Holdings Ltd. (public company) | Chairman of the Board | 2014–2021 | Prior public board chair service; no current public company directorships disclosed in Loews proxy biography |
Board Governance
- Independence and roles: Independent director; Audit Committee Chair; member, Compensation Committee; designated audit committee financial expert .
- Committee charters and scope: Audit oversees integrity of financials, auditor independence, internal audit, disclosure controls/ICFR, compliance, cybersecurity risk management; Compensation oversees executive pay and plan administration (all members independent) .
- 2024 meeting cadence: Board (9), Audit (6), Compensation (2), Nominating & Governance (3) .
- Attendance and engagement: In 2024, each incumbent director other than Anthony Welters attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting (Harris meets ≥75% threshold) .
- Executive sessions: Independent directors meet in executive session after each regular quarterly Board meeting, chaired by the Lead Director .
- Ownership guideline: Non‑employee directors must own ≥3× annual cash retainer (retainer $125,000), with all non‑employee directors in compliance as of the proxy date .
Fixed Compensation
| Component (2024) | Amount | Basis/Notes |
|---|---|---|
| Annual Board cash retainer | $125,000 | $31,250 per quarter |
| Audit Committee member retainer | $25,000 | $6,250 per quarter |
| Audit Committee Chair additional retainer | $40,000 | $10,000 per quarter |
| Compensation Committee member retainer | $10,000 | $2,500 per quarter |
| Total cash (reported for Harris) | $200,000 | Sum aligns with reported “Fees Earned or Paid in Cash” |
| Meeting fees | None disclosed | Director retainer structure only |
Director compensation framework: Cash retainers as above; Lead Director receives +$5,000/quarter (not applicable to Harris). Non‑management directors may defer cash/equity compensation .
Performance Compensation
| Equity Element | 2024 Detail | Vesting/Other |
|---|---|---|
| Annual RSU award (non‑employee directors) | Grant date fair value $100,000 on annual meeting date | At 12/31/2024, each non‑management director had 1,288 RSUs outstanding |
| Legacy SARs (pre‑2016 plan) | Harris: 9,000 SARs outstanding at 12/31/2024 | 3,835 shares issuable upon exercise counted in beneficial ownership; exercisable SARs reflected per plan methodology |
- Equity plan governance: Under the proposed 2025 Incentive Compensation Plan, non‑employee director awards are capped at an aggregate grant date value ≤$500,000 per fiscal year; plan prohibits repricing and includes clawback coverage; no single‑trigger vesting on change in control .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed in Loews proxy biography |
| Committee interlocks | Compensation Committee Interlocks: none for any member (includes Harris) |
Expertise & Qualifications
- Insurance and risk management leadership (FOJP/HIC), directly relevant to CNA oversight .
- Audit Committee financial expert designation; extensive Audit Chair tenure .
- Board‑level oversight experience including cybersecurity risk management within Audit remit .
Equity Ownership
| Holder | Loews Shares Beneficially Owned | Percent of Class | Notable Breakouts |
|---|---|---|---|
| Walter L. Harris | 28,029 | <1% | Includes 3,835 shares issuable upon exercise of SARs currently exercisable and 1,288 unvested RSUs that vest within 60 days of 3/18/2025; also beneficially owns 1,830 shares of CNA |
- Anti‑hedging/pledging policy: Directors and executive officers are prohibited from hedging Loews stock; pledging is prohibited unless fully recourse and repayable without liquidating pledged stock .
- Director ownership guidelines: ≥3× annual cash retainer; all non‑employee directors in compliance as of proxy date .
Governance Assessment
-
Strengths:
- Independent Audit Chair with insurance domain expertise and SEC “audit committee financial expert” status; Audit scope includes cybersecurity, enhancing risk oversight credibility .
- Independent Compensation Committee with no interlocks; strong say‑on‑pay support (96% in 2024; ~95% five‑year average), signaling investor alignment on governance and pay practices .
- Robust director ownership guidelines (3× retainer) and company‑wide anti‑hedging/pledging policies; all non‑employee directors in compliance .
- Structured, transparent director pay program (cash retainers by committee and chair roles; equity via RSUs) with modest equity burn (context: 0.1% 2024 burn rate company‑wide) and proposed per‑director equity cap under 2025 plan .
-
Monitoring areas / potential red flags:
- Family relationships at the company level create related‑party optics; however, the Audit Committee reviews and approves all related‑party transactions, and 2024 disclosures of such transactions did not involve Harris .
- Role concentration: Harris chairs Audit and sits on Compensation, increasing workload and cross‑committee influence; mitigated by full independence and disclosed committee structures .
-
Engagement signals:
- Harris met ≥75% attendance threshold in a year with substantive committee cadence (Audit: 6; Compensation: 2), and directors attended the 2024 annual meeting, supporting board engagement .
Overall: Harris’s profile—independent, Audit Chair with sector expertise, strong ownership alignment, and clean interlocks/related‑party profile—supports board effectiveness and investor confidence, particularly in financial reporting and risk oversight domains .