Director Compensation
During 2018, each of our
non-management
directors received a cash retainer of $25,000 per quarter and, other than
Messrs. Bacow and Miller, an annual award of restricted stock units (RSUs) having a value of $100,000 at the date of grant under the Loews Corporation 2016 Incentive Compensation Plan (our Incentive Compensation Plan).
In addition, members of our Audit Committee each received a cash retainer of $6,250 per quarter, and the committee chair received an additional $10,000 per
quarter. Members of our Compensation Committee and Nominating and Governance Committee each also received a cash retainer of $2,500 per quarter, and the committee chairs received an additional $5,000 per quarter. Our lead director received an
additional quarterly retainer of $5,000.
Our
non-management
directors may elect to defer some or all of their
cash compensation under our Executive Deferred Compensation Plan, described in Deferred Compensation, below, and some or all of their equity compensation pursuant to our Incentive Compensation Plan.
The following table shows information regarding the compensation of our
non-management
directors during the year
ended December 31, 2018.
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Name
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Fees Earned or
Paid in Cash
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Stock
Awards
(1)
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Option/SAR
Awards
(2)
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Total
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Lawrence S. Bacow
(3)
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$44,300
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$0
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$0
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$44,300
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Ann E. Berman
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125,000
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100,000
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0
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225,000
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Joseph L. Bower
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165,000
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100,000
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0
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265,000
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Charles D. Davidson
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110,000
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100,000
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0
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210,000
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Charles M. Diker
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135,000
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100,000
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0
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235,000
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Jacob A. Frenkel
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110,000
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100,000
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0
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210,000
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Paul J. Fribourg
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185,000
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100,000
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0
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285,000
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Walter L. Harris
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175,000
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100,000
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0
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275,000
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Philip A. Laskawy
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125,000
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100,000
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0
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225,000
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Ken Miller
(3)
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38,984
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0
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0
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38,984
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Susan P. Peters
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75,000
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100,000
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0
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175,000
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Anthony Welters
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110,000
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100,000
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0
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210,000
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(1)
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These amounts represent the grant date fair value of RSUs, calculated in accordance with the Financial Accounting
Standards Boards (FASB) ASC Topic 718. At December 31, 2018, the aggregate number of RSUs outstanding for each
non-management
director was 1,959.
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(2)
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Prior to 2016, our
non-management
directors were granted stock appreciation rights
(SARs) under the Loews Corporation Stock Option Plan (our Stock Option Plan). At December 31, 2018, the aggregate number of SAR awards outstanding for each
non-management
director
(or former director) was as follows: Lawrence S. Bacow, 39,000; Ann E. Berman, 48,000; Joseph L. Bower, 54,000; Charles D. Davidson, 9,000; Charles M. Diker, 54,000; Jacob A. Frenkel, 49,500; Paul J. Fribourg, 54,000; Walter L. Harris, 54,000;
Philip A. Laskawy, 54,000; Ken Miller, 54,000; Susan P. Peters, 0; and Anthony Welters, 20,250.
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(3)
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Messrs. Bacow and Miller served as directors until our 2018 annual meeting of shareholders. Amounts included in the table
reflect their compensation for their service prior to that meeting.
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Transactions with Related Persons
Our Audit Committee Charter requires our Audit Committee to review and approve all related party transactions required to be disclosed under Securities and
Exchange Commission rules. It has been our Audit Committees practice, however, to review and approve or ratify any transaction, regardless of the size or amount, involving us or any of our subsidiaries in which any of our directors, director
nominees, executive officers, principal shareholders or any of their immediate family members has had or will have a direct or indirect material interest, without the participation of any member who may be involved in the transaction.
All related party transactions are submitted to our General Counsel for review and reported to our Audit Committee for its consideration. In each case, the Audit Committee considers, in light of all of the facts and circumstances it deems
relevant, whether the transaction is fair and reasonable to us.
Our Audit Committee reviewed and approved or ratified each of the following 2018 related
party transactions:
Andrew H. Tisch, James S. Tisch and Jonathan M. Tisch, the members of our Office of the President, and members of their families
have chartered our aircraft for personal travel from time to time. For the use of our owned aircraft, charters are done through an unaffiliated management company and the charterer pays us a fixed hourly rate plus a fuel surcharge which equals or
exceeds our
out-of-pocket
operating costs. For the use of an aircraft in which we hold a fractional interest, the charterer pays us a rate that closely approximates our
incremental cost. The total amount reimbursed or paid to us in 2018 in connection with this aircraft travel was $1,159,975.
Joan H. Tisch, the late
mother of Jonathan M. Tisch, a member of Loewss Office of the President, leased an apartment at the Loews Regency New York Hotel pursuant to a lease approved by our Audit Committee in 2001. The lease became effective upon the death of her late
husband, Preston R. Tisch, our former
Co-Chairman
of the Board, in late 2005. The rent was stated in the lease and adjusted upward each year by an amount equal to the increase in the consumer price index
during the prior year. The lease terminated 90 days following her passing. Mrs. Tischs estate paid the hotel an aggregate of $132,091 for the portion of 2018 during which the lease continued.
Alexander Tisch, son of Andrew H. Tisch, is employed as a Vice President in Loewss Corporate Development Department and as Executive Vice President,
Commercial & Business Development at Loews Hotels. Mr. Tisch, an
at-will
employee, earned compensation of $1,046,000 in 2018 and participated in benefit programs available to salaried employees
generally. In February 2018, he was granted 4,521 restricted stock units under our Incentive Compensation Plan.
Benjamin Tisch, son of James S. Tisch,
is employed as a Vice President in Loewss Corporate Development Department. Mr. Tisch, an
at-will
employee, earned compensation of $1,046,000 for 2018 and participated in benefit programs available
to salaried employees generally. In February 2018, he was granted 4,521 restricted stock units under our Incentive Compensation Plan.
Also during 2018,
Loews provided members of the Tisch family with general office services and security services for which the company was reimbursed an amount that management believes to be a reasonable estimate of the value of these services. The total amount
reimbursed for these services in 2018 was $145,277.
In light of our business model, our most critical asset is our people our human
capital including our senior leadership team that drives our capital allocation decisions. All of our executive officers and substantially all of our other employees are located in our headquarters office and a neighboring building in
New York City. We not only compete for leadership talent with our and our subsidiaries peer companies, but also with New York City-based financial services firms, including investment and commercial banks, private equity funds, hedge funds,
insurance and reinsurance companies and other sophisticated financial firms. Our compensation policies and practices are driven by our need to attract and retain highly qualified, financially sophisticated executive officers in this competitive
marketplace and motivate them to provide a high level of performance for our shareholders.
OUR COMPENSATION PHILOSOPHY
We have maintained a consistent compensation philosophy for many years, which takes into account that the quality of our leadership has a direct impact on
our performance. Our compensation philosophy is based on the following objectives:
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Motivating superior long-term financial performance and the creation of shareholder value;
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Discouraging unreasonable risk taking;
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Aligning compensation with our long-term strategy and focus and the interests of our shareholders;
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Providing market-competitive compensation;
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Avoiding excessive compensation; and
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Attracting and retaining high-caliber executive talent.
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We believe in recognizing the performance
of our executive officers primarily through a combination of cash compensation, made up of a fixed base salary and incentive compensation, and stock-based compensation, which, in 2018, consisted of performance-based restricted stock units. Because
cash incentive compensation and our restricted stock unit awards are tied to performance, a large majority of the compensation paid to our executive officers is performance-based and, other than their fixed base salaries, no compensation
is guaranteed.
HOW WE STRUCTURE OUR EXECUTIVE COMPENSATION PROGRAM
We structure our executive compensation to avoid the possibility of excessive compensation in any given year, including through:
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the Compensation Committees ability to exercise negative discretion in determining cash incentive compensation;
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setting what we believe to be reasonable, but achievable, performance targets for both cash incentive compensation and stock-based awards; and
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generally not paying cash incentive compensation in excess of
pre-established
target levels set by the Compensation Committee.
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We believe this structure provides ample motivation for our executive officers to maximize their performance and focus on the long-term success of the
company, while deterring unreasonable risk taking with an eye toward short-term results.
The fixed base salary for our named executive officers has
generally comprised substantially less than half of their total potential cash compensation, with the balance coming from performance-based incentive compensation. In setting potential awards under that plan, our Compensation Committee sets what it
believes are reasonable, but achievable, target levels, but reserves broad discretion to reduce or eliminate incentive compensation. The Committee also establishes maximum award levels that will not be exceeded.
In selecting and allocating the elements of our executive compensation program, we have considered, among
other things, our historical compensation policies as they have evolved over the years, surveys of executive compensation at comparably sized companies and information concerning the executive compensation programs of various companies engaged in
businesses similar to ours and our principal subsidiaries as well as others with which we compete for talent in the New York City marketplace. To assist in gathering this information and benchmarking our executive compensation practices against the
practices at these companies, our human resources group engaged the compensation consultant, Semler Brossy.
OUR GOAL IS TO INCREASE
SHAREHOLDER VALUE OVER THE LONG TERM
Our compensation program is intended to align the interests of our senior executives with those of our
shareholders. Our goal is to increase shareholder value over the long term and to reasonably reward superior performance that supports that goal. In establishing the aggregate amount of targeted compensation for each named executive officer, we do
not rely on formula-driven plans, which could result in unreasonably high compensation levels and encourage excessive risk taking. Instead, aggregate target compensation is based on an evaluation of the individuals performance, skills,
leadership and expected future contributions in the context of our financial performance and seeks to achieve the objectives of our compensation philosophy set forth above. Based on these considerations, we determine an overall level of target cash
compensation, a portion of which is to be paid as base salary and the balance of which is structured to be performance-based cash compensation, and a level of stock-based awards. We consider the aggregate compensation (earned or potentially
available) to each named executive officer in establishing each element of compensation.
2018 TOTAL CASH AND STOCK-BASED COMPENSATION
These charts show each of the three principal elements of our compensation program as a percentage of total cash and stock-based compensation
for our Chief Executive Officer and other named executive officers in 2018.
CEO
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Base Salary
17.4%
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Cash Incentive Compensation
66.5%
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Stock-Based Awards
16.1%
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Incentive Compensation:
82.6%
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OTHER NEOs
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Base Salary
18.7% 22.2%
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Cash Incentive Compensation
57.4% 67.7%
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Stock-Based Awards
13.6% 20.5%
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Incentive Compensation: 77.8%
81.3%
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As has historically been the case, there was no expectation that the entire performance bonus pool would, in
fact, be awarded and paid out, as the Compensation Committees practice has been to exercise its discretion to pay bonuses amounting to only a fraction of the performance bonus pool. The potential for excessive compensation was further limited
by the establishment at the beginning of 2018 of target levels and absolute maximum amounts for each named executive officer and other executive officer participating in our incentive compensation program.
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In allocating the performance bonus pool and establishing the target and maximum awards for each named executive officer, the Committee
took into account:
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our compensation philosophy and objectives, which aim to reasonably reward superior performance while eschewing formula-driven criteria, which have the potential of
providing unreasonably high compensation levels;
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the individuals duties,
past and expected performance of those duties and compensation history; and
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our goals of increasing
shareholder value over the long term.
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Negative discretion
An integral part of the
implementation of the cash incentive compensation program by the Compensation Committee is the ability to use negative discretion for the award to each executive officer, allowing the Committee to reduce or eliminate any award notwithstanding the
level of performance-based income. This gives the Committee the flexibility to appropriately evaluate the performance of each executive officer considering not only the level of performance-based income, but also Loewss consolidated net income
and the individuals performance.
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For each named executive officer, other than the Chief Executive Officer, the Committee also took into account the
recommendations of the Chief Executive Officer. The Compensation Committee relied on these qualitative factors, together with its discretion to reduce awards below the target award as well as to pay awards up to the maximum amount, and determined
not to establish other specific, quantitative criteria or numerical formulas of performance measures.
2018 NEO TARGET AND MAXIMUM AWARDS
AND BONUS POOL ALLOCATION
The 2018 target and maximum awards and the share of the performance bonus pool allocated to each named executive
officer were established in the first quarter of 2018 as follows:
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Name
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Share of 4%
Bonus Pool Allocated
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Target Award
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Maximum Award
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James S.
Tisch
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19.6
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%
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$3,725,000
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$5,000,000
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David B.
Edelson
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18.5
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3,525,000
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4,750,000
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Andrew H.
Tisch
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13.3
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2,525,000
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4,000,000
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Jonathan M.
Tisch
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15.7
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3,000,000
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4,500,000
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Kenneth I.
Siegel
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17.1
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3,250,000
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4,500,000
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2018 ADJUSTMENTS TO CONSOLIDATED NET INCOME AND RATIONALE
The Committee determined in the first quarter of 2018 that net income should be adjusted to determine performance-based income for 2018 as set forth below.
However, by reserving the ability to exercise negative discretion to reduce an award otherwise earned, the Committee retained the ability to take into account these excluded items (including, for example, impairments) and other factors it deems
relevant when ultimately approving awards.
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Adjustment identified in first quarter 2018
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Rationale for exclusion
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Catastrophe
losses of CNA in excess of, but not less than, CNAs budgeted amount
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The Compensation Committee excluded
this item because the level of catastrophes that impact a property and casualty insurer is, of course, unpredictable and, accordingly, not an appropriate way to measure performance. On the other hand, performance-based income should not be increased
just because of a low level of catastrophes in any year. The Compensation Committee determined that the amount for catastrophe losses budgeted at the beginning of the year which at times has been higher or lower than the actual level of
catastrophe losses is preferable for measuring performance.
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Charges relating to the disposition, by judgment or settlement, of smoking- and health-related litigation
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The companys former subsidiary, Lorillard, Inc., has been subject to numerous claims for damages related
to its cigarette business allegedly resulting from actions taken many years ago. In connection with the 2008 disposition of Lorillard, Lorillard indemnified the company from any and all claims relating to the operation of its business, including
smoking and health claims. In light of this, the Compensation Committee determined that any charges of this nature would not be appropriate in determining performance-based income.
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Any net income or loss attributable to changes in deferred income tax assets and liabilities resulting from a change in income tax rates in 2018
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Several of Loewss subsidiaries, by the nature of their business, recognize significant deferred income tax assets and liabilities, which have accumulated over many years. A change in the
income tax rate could have a significant impact on these deferred tax items and on Loewss net income since the impact in the year of this change would involve the entire historical balance of deferred tax assets or liabilities. The
Compensation Committee determined to exclude this item since any change in income tax rates is, of course, unpredictable and not within the companys control, and the resulting impact on net income and loss would not be a suitable indication
of performance.
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Any gain or loss on disposal of discontinued operations (but not income from operations of the discontinued operations)
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The Compensation Committee determined to exclude both gains and losses from the disposal of discontinued
operations in the belief that the results from a disposition, whether positive or negative, relate to the generally multi-year holding period of the asset disposed of, even though recognized in the year of disposal. Therefore, any such gains or
losses could distort net income in the year of disposition.
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For 2018, performance-based income ultimately amounted to $773 million compared to consolidated net income of
$636 million.
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PERFORMANCE-BASED STOCK-BASED AWARDS
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The third principal element of our compensation program for named executive officers and other executive officers is
stock-based awards, which in 2018 consisted of performance-based restricted stock units (PRSUs).
The PRSUs, similar to the
time-vesting RSUs granted in 2018 to our
non-executive
officers and certain other managerial and professional employees
(non-executive
RSUs), will vest in
two equal tranches (subject to earlier vesting in the case of death, disability, termination without cause and certain retirements):
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50% on the second anniversary of the grant date; and
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50% on the third anniversary of the grant date.
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In addition, the PRSUs (along with
non-executive
RSUs) had dividend equivalent rights with respect to dividends paid in 2018, but for dividends paid in 2019 and for future years, will generally be credited cash (accruing interest each year at the
one-year
Treasury rate applicable in January of that year) in respect of dividends paid, with such cash to be delivered to the executives only if and when the underlying PRSUs have been actually earned and vested.
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However, unlike
non-executive
RSUs, in addition to being subject to
the same time-vesting terms as
non-executive
RSUs, PRSUs granted to our executive officers are also subject to performance-vesting terms. The performance-vesting terms make PRSUs dependent on the company
achieving a
pre-established
level of performance-based income per share for 2018. The terms of the PRSUs awarded in the first quarter of 2018 provided that they would be earned by our executive officer
recipients as follows (subject to the time-vesting provisions of the PRSUs):
PERFORMANCE-BASED INCOME PER SHARE:
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At or Above Target
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100% of PRSUs earned
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At 50% to 100% of Target
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Pro rata portion of PRSUs earned
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Below 50% of Target
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No PRSUs earned
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In connection with the grant of PRSUs to our executive officers in the first quarter of 2018, the Compensation Committee
established the performance-based income per share target for PRSUs at $1.75 per share.
The ultimate value of stock-based awards under our
Incentive Compensation Plan is directly correlated to our performance as measured by the price of our Common Stock over the long term. The value of these awards increases and decreases directly with changes in the price of our Common Stock. In
addition, unlike base salary and incentive compensation awards, which are earned and paid based on the annual performance of the individual and the company, PRSUs awarded in 2018 vest over a period of three years. As a result, these awards encourage
executives to continue their employment with Loews. These elements further serve to align the executives interests with those of our shareholders.
The Compensation Committee generally makes grants of stock-based awards in the first quarter of each year at the same time the Committee performs its annual
management performance evaluation and takes other compensation actions. Annual equity grants for executive officers occur on the same date as our annual equity grants for our other officers and certain professional and managerial employees, which in
2018 was the date of the Compensation Committees February 2018 meeting. As the grant date for our annual stock-based awards generally occurs on the date of a Compensation Committee meeting in the first quarter of the year, the grant date is
set in advance when the schedule of Compensation Committee meetings is arranged. Loews does not grant stock-based awards in anticipation of the release of
non-public
information or time the release of this
information based on stock-based award grant dates. We also at times grant stock-based awards to new executives when they are hired or promoted during the year. These grants are approved by the Compensation Committee (or, in the case of smaller
grants, by our Chief Executive Officer, as delegated by the Committee).
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EMPLOYEE BENEFITS
Our named executive officers also participate in benefit programs available to salaried employees generally, including our Employee Savings Plan under
Section 401(k) of the Internal Revenue Code, Retirement Plan, Benefit Equalization Plan and Executive Deferred Compensation Plan. In addition, from time to time, we have provided one or more named executive officers with unfunded supplemental
retirement benefits under the supplemental retirement agreements described under the heading Pension Plans below. No supplemental retirement benefits were granted in 2018. Our Benefit Equalization Plan provides benefits that may not be
paid under our Retirement Plan due to Internal Revenue Code limitations. Our Executive Deferred Compensation Plan offers investment options similar to certain of those in our Employee Savings Plan and does not have any guaranteed rates of return.
2018 Compensation to Our Named Executive Officers
BASE SALARY
The base salary of each
of our named executive officers was unchanged from previous years and remained at $975,000, consistent with our objectives of emphasizing performance-based compensation.
CASH INCENTIVE COMPENSATION AWARDS
For 2018, the Compensation Committee made cash incentive compensation awards to our Chief Executive Officer and each of our other named executive officers,
which were paid in the first quarter of 2019. In determining the amounts to be paid to these executives, the Committee acted consistently within the parameters of the grants that were established in the first quarter of 2018, including the size of
the performance bonus pool for the year. However, the Committee also exercised its business judgment, using essentially a qualitative, rather than formula-driven, approach based on the Committees overall judgment of the individuals
performance in the context of our financial performance and seeking to achieve the objectives of our compensation philosophy.
In addition to the
specific factors discussed below, the Committee considered:
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its compensation philosophy in favor of fair and consistent pay levels and against excessive or unreasonable compensation levels;
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an emphasis on consistent, long-term, superior performance by the individual;
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its evaluation of the performance of each named executive officer based on direct observation, since each named executive officer regularly reports to the Board on the operations of the company and its subsidiaries; and
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for each named executive officer other than the Chief Executive Officer, executive sessions with the Chief Executive Officer in which each named executive officers performance is reviewed and evaluated.
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These factors were not weighted and there is no formula for how these factors were applied in determining cash incentive compensation
awards.
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Chief Executive Officer
In making its determination regarding the grant and payment of an incentive compensation award for 2018 to our Chief Executive Officer, James S. Tisch, the
Compensation Committee first considered the overall performance of the company and its principal subsidiaries. The Committee also considered, among other things, its compensation philosophy against excessive or unreasonable compensation levels and
its emphasis on consistent, long-term, superior performance by the individual.
Based on these considerations, at the beginning of 2018, the Committee
modestly increased Mr. Tischs target bonus level, but did not increase his maximum bonus level for 2018. The Committee also retained negative discretion to reduce any award to what it determines is a reasonable level under the
circumstances.
The Compensation Committee evaluated Mr. Tischs performance in 2018 and during recent prior years, considering the overall
state of the markets in which Loews and its subsidiaries operate and the financial markets generally. This is consistent with the Committees philosophy of evaluating performance over the longer term to encourage and reward long-term value
creation and to discourage unreasonable risk-taking. The Committee considered Mr. Tischs ability to demonstrate leadership, maintain stability and encourage prudent growth, cost-cutting initiatives and other strategies at Loews and our
subsidiaries, and to prudently allocate the companys capital to take advantage of market opportunities and protect against known risks.
The
Compensation Committee noted the following accomplishments under Mr. Tischs leadership:
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Loewss book value per share (excluding accumulated other comprehensive income) increased approximately 22% during the past five years;
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the company repurchased more than 20.2 million shares, or 6.1%, of its Common Stock in 2018 and has repurchased more than 76 million shares, or 19.4%, of its Common Stock over the past five years, while
consistently maintaining a very strong liquidity position; and
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the leadership teams at Loewss principal operating subsidiaries remained focused and motivated to drive the most value from their respective companies, helped in part by the leadership of the companys Chief
Executive Officer and our other named executive officers.
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As a result of these efforts, the underlying businesses of Loewss
subsidiaries have remained strong, even in certain challenging operating environments. For example:
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CNA has maintained an extremely strong capital position, which has allowed it to pay substantial dividends to its shareholders, including the company, in recent years;
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Diamond Offshore has successfully reduced its operating costs while maintaining its focus on keeping its rigs contracted during the protracted industry downturn;
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Boardwalk Pipeline Partners has continued to successfully execute its capital expenditure strategy in the face of near term
re-contracting
challenges; and
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Loews Hotels has continued to execute its long-term growth strategy and improve the operations of its portfolio of hotels and resorts.
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Incentive Compensation Determination:
The Compensation Committee determined in the first quarter of 2019, based upon
his leadership and accomplishments discussed above, to award Mr. Tisch incentive compensation for 2018 equal to his target award, which is a modest increase from last year. This award is approximately 61.5% of the amount allocated to him from the
performance bonus pool based on the level of performance-based income for the year.
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Other Named Executive Officers
(NEOs)
Similar to our Chief Executive Officer, each of our other named
executive officers was granted a cash incentive compensation award in the first quarter of 2018 that was paid in the first quarter of 2019.
Consistent with the Compensation Committees philosophy of targeting overall compensation that does not fluctuate substantially year over year, the
target levels for the awards for our other named executive officers, in the aggregate, did not change significantly compared to last year, and the maximum level for each other named executive officer was unchanged.
In making its determination regarding the payment of these awards to these
executives, the Compensation Committee considered many of the same factors described above that it considered for our Chief Executive Officer. Based on its evaluation of each executives performance, including the input and recommendation of
the Chief Executive Officer, the Committee, in the first quarter of 2019, awarded each of these other named executive officers incentive compensation equal to their target amount for 2018.
|
|
|
|
|
Incentive Compensation
Determination:
These incentive compensation awards amounted to approximately 61.5% of the total amount available in the performance bonus pool for each of the other named executive officers and are consistent with the Committees
philosophy in favor of rewarding consistent, long-term superior performance, but against excessive or unreasonable compensation.
|
|
|
|
|
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|
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|
|
PERFORMANCE-BASED STOCK-BASED AWARDS
|
In making its determinations regarding the award of PRSUs in 2018 to our named executive officers, the Compensation Committee
considered the same factors described above on page 32 under Cash Incentive Compensation Awards as well as the level of stock-based awards previously awarded to these individuals. These factors are not weighted and there is no
formula for how these factors were applied in determining the number of PRSUs granted.
PRSU Determination:
Based on all factors reviewed, in the first quarter of 2018, the Committee awarded 19,016
PRSUs, representing a grant date value of $900,000, to each member of our Office of the President and 15,001 PRSUs, representing a grant date fair value of $710,000, to each of our other named executive officers. The grant date fair value for these
awards for 2018 was unchanged from the grant date fair value of the PRSU awards made to our executive officers for 2017. For 2018, performance-based income amounted to $2.42 per share, resulting in 100% of these PRSUs being earned by each of our
named executive officers in the first quarter of 2019; however, these PRSUs still remain subject to their time-vesting provisions, with 50% of these PRSUs vesting in 2020 and 50% vesting in 2021.
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34
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Loews Corporation
2019 Proxy
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Other Considerations
Compensation Program as it Relates to Risk.
Management and the Compensation Committee review our compensation policies and practices to ensure they do not encourage excessive risk taking. This review includes the cash and equity incentive
programs, which are discussed in detail above under Compensation Program Structure and Process beginning on page 25. Based on this review, we do not believe that our compensation program encourages excessive risk taking, due to,
among many considerations, the following plan design elements:
◾
|
|
Our programs appropriately balance the three primary components of our executives compensation: base salary, cash incentive compensation and equity-based incentive compensation.
|
◾
|
|
The Compensation Committee establishes reasonable, but achievable, performance targets for cash and equity-based incentive compensation in order to motivate our executives to create value for our shareholders over the
long term while exercising prudent risk management.
|
◾
|
|
Awards of cash and equity-based incentive compensation are capped, and the Compensation Committee has the authority to exercise negative discretion with respect to payouts of cash incentive compensation, limiting
excessive rewards for short-term results.
|
◾
|
|
Each member of our Office of the President owns, and has owned for many years, a significant amount of our Common Stock, which strongly aligns their interests with those of our shareholders and encourages a focus on
long-term results.
|
◾
|
|
Our clawback policy, described below, allows for the recoupment of incentive compensation payments and awards if an executive officers conduct leads to a restatement of our financial results, which mitigates risk.
|
Clawback Policy.
We have adopted a policy that allows for the recoupment of incentive compensation (cash and equity-based) paid or awarded to an executive officer if we are required to restate our financial
statements due to material noncompliance with federal securities laws if that officers intentional or unlawful misconduct materially contributed to the need for such restatement. In such case, for any period affected by the restatement, the
executives incentive compensation will be subject to recoupment to the extent the amounts paid or awarded were greater than the amounts that would have been paid or awarded if they had been calculated on the basis of the restated financial
results.
Employment Agreements.
We have no employment or other agreements relating to severance or payment upon a change of control with any of our named executive officers or other executive officers.
Share Ownership by Executive Officers.
As disclosed above under Director and Officer Holdings on page 19, each member of our Office of the President owns, and has owned for many years, a significant amount of our
Common Stock, which strongly aligns their interests with those of our other shareholders.
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Loews Corporation
2019 Proxy
|
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35
|
|
Compensation Committee Report on Executive Compensation
|
|
Compensation Committee
Report on Executive
Compensation
In fulfilling its
responsibilities, the Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with Loewss management. Based on this review and discussion, the Compensation Committee recommended to the Board that the
Compensation Discussion and Analysis be included in this Proxy Statement.
By the Compensation Committee:
Joseph L. Bower, Chairman
Charles D. Davidson
Charles M. Diker
Paul J. Fribourg
Compensation Committee Interlocks and Insider Participation
None of the members of our Compensation Committee has ever been an officer or employee of Loews, or is a participant in a transaction disclosed, or required
to be disclosed, under the heading Transactions with Related Persons, on page 17. None of our executive officers serves as a member of the compensation committee or board of directors of any entity that has an executive officer
serving on our Compensation Committee or as a director of the company.
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36
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Loews Corporation
2019 Proxy
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|
Executive Compensation Tables
|
|
2018 Executive
Compensation Tables
2018 Summary Compensation Table
The following table shows information for the years indicated regarding the compensation of our named
executive officers for services in all capacities to us and our subsidiaries.
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|
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|
|
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|
|
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|
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|
|
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|
Year
|
|
|
Salary
|
|
|
|
Stock
Awards
|
(1)
|
|
|
SAR
Awards
|
(2)
|
|
|
Non-Equity
Incentive
Plan
Compensation
|
(3)
|
|
|
Change
in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
|
(4)
|
|
All Other
Compensation
|
|
|
SEC Total
|
|
|
|
SEC Total
Without
Change in
Pension
Value
|
(5)
|
|
|
James S. Tisch
President and Chief Executive Officer, Office of the President
|
|
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|
2018
|
|
|
$975,000
|
|
|
|
$900,000
|
|
|
|
$75,008
|
|
|
|
$3,725,000
|
|
|
|
$0
|
|
|
$39,561
(6)(7)
|
|
|
$5,714,569
|
|
|
|
$5,714,569
|
|
|
|
2017
|
|
|
975,000
|
|
|
|
900,000
|
|
|
|
168,332
|
|
|
|
3,600,000
|
|
|
|
792,894
|
|
|
91,547
|
|
|
6,527,773
|
|
|
|
$5,734,879
|
|
|
|
2016
|
|
|
975,000
|
|
|
|
999,750
|
|
|
|
279,531
|
|
|
|
3,425,000
|
|
|
|
212,551
|
|
|
101,577
|
|
|
5,993,409
|
|
|
|
5,780,858
|
|
|
|
David B. Edelson
Senior Vice President and Chief Financial Officer
|
|
|
|
2018
|
|
|
975,000
|
|
|
|
710,000
|
|
|
|
0
|
|
|
|
3,525,000
|
|
|
|
299,784
|
|
|
16,000
(8)
|
|
|
5,525,784
|
|
|
|
5,226,000
|
|
|
|
2017
|
|
|
975,000
|
|
|
|
710,000
|
|
|
|
0
|
|
|
|
3,400,000
|
|
|
|
473,923
|
|
|
24,350
|
|
|
5,583,273
|
|
|
|
5,109,350
|
|
|
|
2016
|
|
|
975,000
|
|
|
|
799,800
|
|
|
|
0
|
|
|
|
3,300,000
|
|
|
|
487,957
|
|
|
29,362
|
|
|
5,592,119
|
|
|
|
5,104,162
|
|
|
|
Andrew H. Tisch
Co-Chairman
of the Board, Chairman of the Executive Committee, Office of the President
|
|
|
|
2018
|
|
|
975,000
|
|
|
|
900,000
|
|
|
|
29,153
|
|
|
|
2,525,000
|
|
|
|
0
|
|
|
37,436
(6)(7)
|
|
|
4,466,589
|
|
|
|
4,466,589
|
|
|
|
2017
|
|
|
975,000
|
|
|
|
900,000
|
|
|
|
22,444
|
|
|
|
2,900,000
|
|
|
|
488,906
|
|
|
97,935
|
|
|
5,384,285
|
|
|
|
4,895,379
|
|
|
|
2016
|
|
|
975,000
|
|
|
|
999,750
|
|
|
|
37,271
|
|
|
|
2,775,000
|
|
|
|
93,278
|
|
|
105,961
|
|
|
4,986,260
|
|
|
|
4,892,982
|
|
|
|
Jonathan M. Tisch
Co-Chairman
of the Board, Chairman and Chief Executive Officer of Loews Hotels, Office of the
President
|
|
|
|
2018
|
|
|
975,000
|
|
|
|
900,000
|
|
|
|
0
|
|
|
|
3,000,000
|
|
|
|
0
|
|
|
40,214
(6)(8)
|
|
|
4,915,214
|
|
|
|
4,915,214
|
|
|
|
2017
|
|
|
975,000
|
|
|
|
900,000
|
|
|
|
0
|
|
|
|
2,900,000
|
|
|
|
712,317
|
|
|
56,017
|
|
|
5,543,334
|
|
|
|
4,831,017
|
|
|
|
2016
|
|
|
975,000
|
|
|
|
999,750
|
|
|
|
0
|
|
|
|
2,775,000
|
|
|
|
219,795
|
|
|
64,447
|
|
|
5,033,992
|
|
|
|
4,814,197
|
|
|
|
Kenneth I. Siegel
Senior Vice President
|
|
|
|
2018
|
|
|
975,000
|
|
|
|
710,000
|
|
|
|
29,153
|
|
|
|
3,250,000
|
|
|
|
249,413
|
|
|
16,000
(8)
|
|
|
5,229,566
|
|
|
|
4,980,153
|
|
|
|
2017
|
|
|
975,000
|
|
|
|
710,000
|
|
|
|
22,444
|
|
|
|
3,075,000
|
|
|
|
303,955
|
|
|
24,350
|
|
|
5,110,749
|
|
|
|
4,806,794
|
|
|
|
2016
|
|
|
975,000
|
|
|
|
799,800
|
|
|
|
37,271
|
|
|
|
2,925,000
|
|
|
|
302,777
|
|
|
29,362
|
|
|
5,069,210
|
|
|
|
4,766,433
|
|
|
|
(1)
|
These amounts represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of PRSUs
granted pursuant to our Incentive Compensation Plan.
|
(2)
|
These amounts represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of awards of
SARs granted pursuant to Diamond Offshores stock option plan as compensation for service by James S. Tisch, as chairman of the board, and by Andrew H. Tisch and Kenneth I. Siegel, as directors, of Diamond Offshore. The aggregate grant date
fair value of these awards was estimated using the Black-Scholes pricing model assuming, with respect to the awards granted in 2018, 2017 and 2016: (a) an expected life of seven years for each award year; (b) an
|
|
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|
Loews Corporation
2019 Proxy
|
|
37
|
|
Executive Compensation Tables
|
|
|
expected volatility of 32.1%, 31.70% and 45.79%, respectively; (c) a dividend yield of 0%, 0% and 0.6%, respectively; and (d) a risk-free interest rate of 2.56%, 2.09% and 1.46%,
respectively. Expected life and volatility of awards is based on historical data. The dividend yield is based on the current regular dividend rate in effect and the current market price at the time of grant. Risk-free interest rates are determined
using the U.S. Treasury yield curve at the time of grant with a term equal to the expected life of the awards. This information has been provided by Diamond Offshore.
|
(3)
|
These amounts represent awards under our Incentive Compensation Plan for the years indicated, which were paid to the named
executive officers in February of the following years.
|
(4)
|
These amounts represent the actuarial increase, if any, in the present value of retirement benefits of each named
executive officer under our retirement plans and, with respect to James S. Tisch, Andrew H. Tisch and Jonathan M. Tisch, supplemental retirement agreements as of December 31, 2018, 2017 and 2016 over the value of those benefits as of
December 31, 2017, 2016 and 2015, respectively, all as determined using the same interest rate and other assumptions as those used in our financial statements in those respective years. These amounts for James S. Tisch, Andrew H. Tisch and
Jonathan M. Tisch decreased from December 31, 2017 to December 31, 2018 by $1,846,201, $1,600,043 and $1,451,481, respectively. The changes from year to year primarily represent changes in actuarial pension assumptions and, to a lesser
extent, increases in service, age and compensation. For an estimate of the pension benefits accrued for and which may become payable to the named executive officers and the assumptions used in calculating those amounts, please see the 2018 Pension
Benefits table on page 49 of this Proxy Statement.
|
(5)
|
We have included this column to show how year over year changes in pension value impact total compensation as determined
under SEC rules. The amounts reported in this column are calculated by subtracting the amounts reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column from the amounts reported in the tables SEC Total
column. The amounts reported in this column in some cases differ substantially from, and are not a substitute for, the amounts reported in the tables SEC Total column.
|
(6)
|
Includes the portion of the expense of a car and driver we provide to each member of our Office of the President
attributable to personal use during 2018, as follows: (a) $13,894 for James S. Tisch; (b) $11,769 for Andrew H. Tisch; and (c) $24,214 for Jonathan M. Tisch. These amounts represent approximately 10%, 12% and 23% of our annual costs associated with
the car and driver provided for James S. Tisch, Andrew H. Tisch and Jonathan M. Tisch, respectively, in 2018.
|
(7)
|
Includes: (a) $11,000, representing our contributions under our Employees Savings Plan for 2018; (b) $5,000, representing
additional cash compensation paid or applied to the cost of benefit choices under our flexible benefits plan, which may include, among other things, premiums on medical, dental, vision, life and disability insurance policies, for 2018; and (c)
$9,667, representing directors fees paid by CNA for 2018.
|
(8)
|
Includes: (a) $11,000, representing our contributions under our Employees Savings Plan for 2018; and (b) $5,000,
representing additional cash compensation paid or applied to the cost of benefit choices under our flexible benefits plan, which may include, among other things, premiums on medical, dental, vision, life and disability insurance policies, for 2018.
|
NARRATIVE DISCUSSION OF SUMMARY COMPENSATION TABLE
For more information about the components of compensation reported in the Summary Compensation Table or any of the tables in Compensation Plans
starting on page 39, including performance-based conditions and vesting schedule, please read the Compensation Discussion and Analysis beginning on page 22.
|
|
|
38
|
|
Loews Corporation
2019 Proxy
|
|
Executive Compensation Tables
|
|
Compensation Plans
The following table shows information regarding awards granted to each of our named executive officers under our Incentive Compensation Plan during 2018.
2018 GRANTS OF PLAN-BASED AWARDS
(LOEWS)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
(1)
|
|
|
|
|
|
Estimated Future Payouts Under
Equity Incentive Plan Awards
(2)
|
|
|
|
|
|
Closing
Market Price
|
|
|
Grant Date
Fair Value of
Stock and
|
|
Grant Date
|
|
Target
|
|
|
Maximum
|
|
|
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
|
|
|
on Date of
Grant
|
|
|
Options
Awards
|
|
James S.
Tisch
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/12/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,508
|
|
|
|
19,016
|
|
|
|
19,016
|
|
|
|
|
|
|
|
$47.50
|
|
|
|
$900,000
|
|
02/12/18
|
|
|
$3,725,000
|
|
|
|
$5,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David B.
Edelson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/12/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,500.5
|
|
|
|
15,001
|
|
|
|
15,001
|
|
|
|
|
|
|
|
47.50
|
|
|
|
710,000
|
|
02/12/18
|
|
|
3,525,000
|
|
|
|
4,750,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrew H.
Tisch
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/12/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,508
|
|
|
|
19,016
|
|
|
|
19,016
|
|
|
|
|
|
|
|
47.50
|
|
|
|
900,000
|
|
02/12/18
|
|
|
2,525,000
|
|
|
|
4,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jonathan M.
Tisch
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/12/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,508
|
|
|
|
19,016
|
|
|
|
19,016
|
|
|
|
|
|
|
|
47.50
|
|
|
|
900,000
|
|
02/12/18
|
|
|
3,000,000
|
|
|
|
4,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth I.
Siegel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
02/12/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,500.5
|
|
|
|
15,001
|
|
|
|
15,001
|
|
|
|
|
|
|
|
47.50
|
|
|
|
710,000
|
|
02/12/18
|
|
|
3,250,000
|
|
|
|
4,500,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
These amounts represent target and maximum awards established under our Incentive Compensation Plan. The actual amount of
each award authorized for payment by our Compensation Committee in February 2019 is included in the 2018 Summary Compensation Table above under the heading
Non-Equity
Incentive Plan Compensation.
Cash awards under our Incentive Compensation Plan are not subject to thresholds, but instead consist of an amount equal to a proportion of that percentage of our performance-based income established by our Compensation Committee as our annual
performance goal, subject to the target and maximum amounts set forth on the table above. Please read our Compensation Discussion and Analysis under the heading Compensation Program Structure and Process Cash Incentive
Compensation Awards, on page 26, for more information concerning awards under our Incentive Compensation Plan.
|
(2)
|
These amounts represent threshold, target and maximum awards of PRSUs granted under our Incentive Compensation Plan. The
actual grant date fair value computed in accordance with FASB ASC Topic 718 of each award authorized for issuance by our Compensation Committee in February 2018 is included in the Summary Compensation Table above under the heading Stock
Awards. Please read our Compensation Discussion and Analysis under the heading Compensation Program Structure and Process Performance-Based Stock-Based Awards, on page 30, for more information concerning awards
under our Incentive Compensation Plan.
|
|
|
|
Loews Corporation
2019 Proxy
|
|
39
|
|
Executive Compensation Tables
|
|
The following table shows information provided by Diamond Offshore regarding grants to James S. Tisch, Andrew
H. Tisch and Kenneth I. Siegel under Diamond Offshores stock option plan during 2018.
2018 GRANTS OF PLAN-BASED AWARDS
(DIAMOND OFFSHORE)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other Option/SAR
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards: Number of
|
|
|
|
|
|
|
|
|
|
|
Grant Date Fair
|
|
|
|
|
|
|
|
Securities Underlying
|
|
|
|
Exercise or Base Price
|
|
|
|
Closing Market Price
|
|
|
Value of Stock and
|
Grant Date
|
|
Action Date
|
|
|
Options/SARs
(1)
|
|
|
of Option/SAR Awards
(2)
|
|
|
on Date of Grant
(3)
|
|
|
Option/SAR Awards
|
James S. Tisch
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01/01/18
|
|
|
10/20/17
|
|
|
|
7,500
|
|
|
|
$18.41
|
|
|
|
$18.59
|
|
|
$52,909
|
04/01/18
|
|
|
10/20/17
|
|
|
|
1,000
|
|
|
|
14.49
|
|
|
|
14.66
|
|
|
5,668
|
07/01/18
|
|
|
10/20/17
|
|
|
|
1,000
|
|
|
|
21.21
|
|
|
|
20.86
|
|
|
8,376
|
10/01/18
|
|
|
10/20/17
|
|
|
|
1,000
|
|
|
|
20.11
|
|
|
|
20.10
|
|
|
8,054
|
Andrew H. Tisch
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01/01/18
|
|
|
10/20/17
|
|
|
|
1,000
|
|
|
|
18.41
|
|
|
|
18.59
|
|
|
7,055
|
04/01/18
|
|
|
10/20/17
|
|
|
|
1,000
|
|
|
|
14.49
|
|
|
|
14.66
|
|
|
5,668
|
07/01/18
|
|
|
10/20/17
|
|
|
|
1,000
|
|
|
|
21.21
|
|
|
|
20.86
|
|
|
8,376
|
10/01/18
|
|
|
10/20/17
|
|
|
|
1,000
|
|
|
|
20.11
|
|
|
|
20.10
|
|
|
8,054
|
Kenneth I. Siegel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
01/01/18
|
|
|
10/20/17
|
|
|
|
1,000
|
|
|
|
18.41
|
|
|
|
18.59
|
|
|
7,055
|
04/01/18
|
|
|
10/20/17
|
|
|
|
1,000
|
|
|
|
14.49
|
|
|
|
14.66
|
|
|
5,668
|
07/01/18
|
|
|
10/20/17
|
|
|
|
1,000
|
|
|
|
21.21
|
|
|
|
20.86
|
|
|
8,376
|
10/01/18
|
|
|
10/20/17
|
|
|
|
1,000
|
|
|
|
20.11
|
|
|
|
20.10
|
|
|
8,054
|
(1)
|
These amounts represent awards of SARs granted to Kenneth I. Siegel, Andrew H. Tisch and James S. Tisch by Diamond
Offshore under its stock option plan. In October 2017 Diamond Offshores board of directors established an annual award to its
non-management
directors, which was granted in four increments over the
course of 2018. Each SAR reported above vested and became exercisable with respect to 100% of its underlying securities on the date it was granted.
|
(2)
|
The exercise prices were calculated in accordance with Diamond Offshores stock option plan by averaging the high and
low sales prices of Diamond Offshores common stock as traded on The New York Stock Exchange on the business day immediately preceding the grant date.
|
(3)
|
If the New York Stock Exchange was not open for trading on any grant date, the price in this column for that grant date
reflects the closing market price on the last trading day prior to that grant date.
|
|
|
|
40
|
|
Loews Corporation
2019 Proxy
|
|
Executive Compensation Tables
|
|
The following table shows information regarding SARs granted to each of our named executive officers under our
Stock Option Plan and PRSUs granted to each of our named executive officers under our Incentive Compensation Plan that were outstanding as of December 31, 2018.
2018 OUTSTANDING EQUITY AWARDS AT FISCAL
YEAR-END
(LOEWS COMMON STOCK)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option/SAR Awards
(1)
|
|
|
|
|
|
Stock Awards
(2)
|
|
Number of
Securities
Underlying
Unexercised
Options/SARs
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options/SARs
Unexercisable
|
|
|
Options/SAR
Exercise Price
|
|
|
Options/SAR
Expiration Date
|
|
|
|
|
|
Number of Shares
or Units of Stock
that Have Not
Vested
|
|
|
Market Value of
Shares or Units of
Stock that Have
Not Vested
|
|
|
Equity Incentive Plan
Awards: Number
of
Unearned Shares,
Units or Other Rights
That Have Not Vested
|
|
|
Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares,
Units or Other
Rights
That Have Not Vested
|
|
James S. Tisch
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
$27.00
|
|
|
|
01/13/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
21.74
|
|
|
|
01/13/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
27.21
|
|
|
|
01/13/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
34.64
|
|
|
|
01/13/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
37.92
|
|
|
|
01/12/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
37.26
|
|
|
|
01/12/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
33.12
|
|
|
|
01/12/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
37.82
|
|
|
|
01/12/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
39.81
|
|
|
|
01/11/21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
43.14
|
|
|
|
01/11/21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
42.02
|
|
|
|
01/11/21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
35.04
|
|
|
|
01/11/21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
37.86
|
|
|
|
01/10/22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
39.41
|
|
|
|
01/10/22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
39.80
|
|
|
|
01/10/22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
41.14
|
|
|
|
01/10/22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
41.93
|
|
|
|
01/08/23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
43.89
|
|
|
|
01/08/23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
44.44
|
|
|
|
01/08/23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
46.99
|
|
|
|
01/08/23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
46.58
|
|
|
|
01/14/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
43.37
|
|
|
|
01/14/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
43.83
|
|
|
|
01/14/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
41.98
|
|
|
|
01/14/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
3,750
|
|
|
|
40.46
|
|
|
|
01/09/25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
3,750
|
|
|
|
40.61
|
|
|
|
01/09/25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
3,750
|
|
|
|
38.46
|
|
|
|
01/09/25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
3,750
|
|
|
|
35.52
|
|
|
|
01/09/25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,312
|
|
|
|
$1,470,842
|
|
|
|
19,113
|
|
|
|
$870,024
|
|
(1)
|
Each SAR award reported above vests and becomes exercisable with respect to 25% of its underlying securities per year over
the first four years of its term, and commenced vesting nine years prior to the expiration date reported for such SAR award.
|
(2)
|
PRSU awards vest 50% on the second anniversary and 50% on the third anniversary of their grant date. PRSUs granted on
February 11, 2016 and February 13, 2017 are no longer subject to a performance condition and are therefore reported in the first two columns under Stock Awards. PRSUs granted on February 12, 2018 are subject to a performance condition
and are therefore reported in the last two columns under Stock Awards.
|
|
|
|
Loews Corporation
2019 Proxy
|
|
41
|
|
Executive Compensation Tables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option/SAR Awards
(1)
|
|
|
|
|
|
Stock Awards
(2)
|
|
Number of
Securities
Underlying
Unexercised
Options/SARs
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options/SARs
Unexercisable
|
|
|
Options/SAR
Exercise Price
|
|
|
Options/SAR
Expiration Date
|
|
|
|
|
|
Number of Shares
or Units of Stock
that Have Not
Vested
|
|
|
Market Value of
Shares or Units of
Stock that Have
Not Vested
|
|
|
Equity Incentive Plan
Awards:
Number of
Unearned Shares,
Units or Other Rights
That Have Not Vested
|
|
|
Equity Incentive Plan
Awards: Market or
Payout Value
of
Unearned Shares,
Units or Other Rights
That Have Not Vested
|
|
David B. Edelson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
$27.00
|
|
|
|
01/13/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
21.74
|
|
|
|
01/13/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
27.21
|
|
|
|
01/13/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
34.64
|
|
|
|
01/13/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
37.92
|
|
|
|
01/12/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
37.26
|
|
|
|
01/12/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
33.12
|
|
|
|
01/12/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
37.82
|
|
|
|
01/12/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
39.81
|
|
|
|
01/11/21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
43.14
|
|
|
|
01/11/21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
42.02
|
|
|
|
01/11/21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
35.04
|
|
|
|
01/11/21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
37.86
|
|
|
|
01/10/22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
39.41
|
|
|
|
01/10/22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
39.80
|
|
|
|
01/10/22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
41.14
|
|
|
|
01/10/22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
41.93
|
|
|
|
01/08/23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
43.89
|
|
|
|
01/08/23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
44.44
|
|
|
|
01/08/23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
46.99
|
|
|
|
01/08/23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
46.58
|
|
|
|
01/14/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
43.37
|
|
|
|
01/14/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
43.83
|
|
|
|
01/14/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
41.98
|
|
|
|
01/14/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,437
|
|
|
2,813
|
|
|
|
40.46
|
|
|
|
01/09/25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,437
|
|
|
2,813
|
|
|
|
40.61
|
|
|
|
01/09/25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,437
|
|
|
2,813
|
|
|
|
38.46
|
|
|
|
01/09/25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,437
|
|
|
2,813
|
|
|
|
35.52
|
|
|
|
01/09/25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,631
|
|
|
|
$1,166,723
|
|
|
|
15,077
|
|
|
|
$686,305
|
|
(1)
|
Each SAR award reported above vests and becomes exercisable with respect to 25% of its underlying securities per year over
the first four years of its term, and commenced vesting nine years prior to the expiration date reported for such SAR award.
|
(2)
|
PRSU awards vest 50% on the second anniversary and 50% on the third anniversary of their grant date. PRSUs granted on
February 11, 2016 and February 13, 2017 are no longer subject to a performance condition and are therefore reported in the first two columns under Stock Awards. PRSUs granted on February 12, 2018 are subject to a performance condition
and are therefore reported in the last two columns under Stock Awards.
|
|
|
|
42
|
|
Loews Corporation
2019 Proxy
|
|
Executive Compensation Tables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option/SAR Awards
(1)
|
|
|
|
|
|
Stock Awards
(2)
|
|
Number of
Securities
Underlying
Unexercised
Options/SARs
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options/SARs
Unexercisable
|
|
|
Options/SAR
Exercise Price
|
|
|
Options/SAR
Expiration Date
|
|
|
|
|
|
Number of Shares
or Units of Stock
that Have Not
Vested
|
|
|
Market Value of
Shares or Units of
Stock that Have
Not Vested
|
|
|
Equity Incentive Plan
Awards: Number of
Unearned Shares,
Units or Other Rights
That Have Not Vested
|
|
|
Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares,
Units or Other
Rights
That Have Not Vested
|
|
Andrew H. Tisch
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
$27.00
|
|
|
|
01/13/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
21.74
|
|
|
|
01/13/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
27.21
|
|
|
|
01/13/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
34.64
|
|
|
|
01/13/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
37.92
|
|
|
|
01/12/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
37.26
|
|
|
|
01/12/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
33.12
|
|
|
|
01/12/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
37.82
|
|
|
|
01/12/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
39.81
|
|
|
|
01/11/21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
43.14
|
|
|
|
01/11/21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
42.02
|
|
|
|
01/11/21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
35.04
|
|
|
|
01/11/21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
37.86
|
|
|
|
01/10/22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
39.41
|
|
|
|
01/10/22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
39.80
|
|
|
|
01/10/22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
41.14
|
|
|
|
01/10/22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
41.93
|
|
|
|
01/08/23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
43.89
|
|
|
|
01/08/23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
44.44
|
|
|
|
01/08/23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
46.99
|
|
|
|
01/08/23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
46.58
|
|
|
|
01/14/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
43.37
|
|
|
|
01/14/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
43.83
|
|
|
|
01/14/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
41.98
|
|
|
|
01/14/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
3,750
|
|
|
|
40.46
|
|
|
|
01/09/25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
3,750
|
|
|
|
40.61
|
|
|
|
01/09/25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
3,750
|
|
|
|
38.46
|
|
|
|
01/09/25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
3,750
|
|
|
|
35.52
|
|
|
|
01/09/25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,312
|
|
|
|
$1,470,842
|
|
|
|
19,113
|
|
|
|
$870,024
|
|
(1)
|
Each SAR award reported above vests and becomes exercisable with respect to 25% of its underlying securities per year over
the first four years of its term, and commenced vesting nine years prior to the expiration date reported for such SAR award.
|
(2)
|
PRSU awards vest 50% on the second anniversary and 50% on the third anniversary of their grant date. PRSUs granted on
February 11, 2016 and February 13, 2017 are no longer subject to a performance condition and are therefore reported in the first two columns under Stock Awards. PRSUs granted on February 12, 2018 are subject to a performance condition
and are therefore reported in the last two columns under Stock Awards.
|
|
|
|
Loews Corporation
2019 Proxy
|
|
43
|
|
Executive Compensation Tables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option/SAR Awards
(1)
|
|
|
|
|
|
Stock Awards
(2)
|
|
Number of
Securities
Underlying
Unexercised
Options/SARs
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options/SARs
Unexercisable
|
|
|
Options/SAR
Exercise Price
|
|
|
Options/SAR
Expiration Date
|
|
|
|
|
|
Number of Shares
or Units of Stock
that Have Not
Vested
|
|
|
Market Value of
Shares or Units of
Stock that Have
Not Vested
|
|
|
Equity Incentive Plan
Awards: Number
of
Unearned Shares,
Units or Other Rights
That Have Not Vested
|
|
|
Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned
Shares,
Units or Other Rights
That Have Not Vested
|
|
Jonathan M. Tisch
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
$27.00
|
|
|
|
01/13/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
21.74
|
|
|
|
01/13/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
27.21
|
|
|
|
01/13/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
34.64
|
|
|
|
01/13/19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
37.92
|
|
|
|
01/12/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
37.26
|
|
|
|
01/12/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
33.12
|
|
|
|
01/12/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
37.82
|
|
|
|
01/12/20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
39.81
|
|
|
|
01/11/21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
43.14
|
|
|
|
01/11/21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
42.02
|
|
|
|
01/11/21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
35.04
|
|
|
|
01/11/21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
37.86
|
|
|
|
01/10/22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
39.41
|
|
|
|
01/10/22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
39.80
|
|
|
|
01/10/22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
41.14
|
|
|
|
01/10/22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
41.93
|
|
|
|
01/08/23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
43.89
|
|
|
|
01/08/23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
44.44
|
|
|
|
01/08/23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
46.99
|
|
|
|
01/08/23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
46.58
|
|
|
|
01/14/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
43.37
|
|
|
|
01/14/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
43.83
|
|
|
|
01/14/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,000
|
|
|
0
|
|
|
|
41.98
|
|
|
|
01/14/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
3,750
|
|
|
|
40.46
|
|
|
|
01/09/25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
3,750
|
|
|
|
40.61
|
|
|
|
01/09/25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
3,750
|
|
|
|
38.46
|
|
|
|
01/09/25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
3,750
|
|
|
|
35.52
|
|
|
|
01/09/25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,312
|
|
|
|
$1,470,842
|
|
|
|
19,113
|
|
|
|
$870,024
|
|
(1)
|
Each SAR award reported above vests and becomes exercisable with respect to 25% of its underlying securities per year over
the first four years of its term, and commenced vesting nine years prior to the expiration date reported for such SAR award.
|
(2)
|
PRSU awards vest 50% on the second anniversary and 50% on the third anniversary of their grant date. PRSUs granted on
February 11, 2016 and February 13, 2017 are no longer subject to a performance condition and are therefore reported in the first two columns under Stock Awards. PRSUs granted on February 12, 2018 are subject to a performance condition
and are therefore reported in the last two columns under Stock Awards.
|
|
|
|
44
|
|
Loews Corporation
2019 Proxy
|
|
Executive Compensation Tables
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option/SAR Awards
(1)
|
|
|
|
|
|
Stock Awards
(2)
|
|
Number of
Securities
Underlying
Unexercised
Options/SARs
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options/SARs
Unexercisable
|
|
|
Options/SAR
Exercise Price
|
|
|
Options/SAR
Expiration Date
|
|
|
|
|
|
Number of Shares
or Units of Stock
that Have Not
Vested
|
|
|
Market Value of
Shares or Units of
Stock that Have
Not Vested
|
|
|
Equity Incentive Plan
Awards: Number of
Unearned Shares,
Units or Other
Rights
That Have Not Vested
|
|
|
Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares,
Units or Other
Rights
That Have Not Vested
|
|
Kenneth I. Siegel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
$43.14
|
|
|
|
01/11/21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
42.02
|
|
|
|
01/11/21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
41.93
|
|
|
|
01/08/23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
43.89
|
|
|
|
01/08/23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
44.44
|
|
|
|
01/08/23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
46.99
|
|
|
|
01/08/23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
46.58
|
|
|
|
01/14/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
43.37
|
|
|
|
01/14/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
43.83
|
|
|
|
01/14/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,250
|
|
|
0
|
|
|
|
41.98
|
|
|
|
01/14/24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,812
|
|
|
2,813
|
|
|
|
40.46
|
|
|
|
01/09/25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,812
|
|
|
2,813
|
|
|
|
40.61
|
|
|
|
01/09/25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,812
|
|
|
2,813
|
|
|
|
38.46
|
|
|
|
01/09/25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,812
|
|
|
2,813
|
|
|
|
35.52
|
|
|
|
01/09/25
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25,631
|
|
|
|
$1,166,723
|
|
|
|
15,077
|
|
|
|
$686,305
|
|
(1)
|
Each SAR award reported above vests and becomes exercisable with respect to 25% of its underlying securities per year over
the first four years of its term, and commenced vesting nine years prior to the expiration date reported for such SAR award.
|
(2)
|
PRSU awards vest 50% on the second anniversary and 50% on the third anniversary of their grant date. PRSUs granted on
February 11, 2016 and February 13, 2017 are no longer subject to a performance condition and are therefore reported in the first two columns under Stock Awards. PRSUs granted on February 12, 2018 are subject to a performance condition
and are therefore reported in the last two columns under Stock Awards.
|
|
|
|
Loews Corporation
2019 Proxy
|
|
45
|
|
Executive Compensation Tables
|
|
The following table shows information provided by Diamond Offshore regarding SARs granted to James S. Tisch,
Andrew H. Tisch and Kenneth I. Siegel under Diamond Offshores stock option plan that were outstanding as of December 31, 2018.
2018 OUTSTANDING EQUITY AWARDS AT FISCAL
YEAR-END
(DIAMOND OFFSHORE COMMON STOCK)
|
|
|
|
|
|
|
Option/SAR Awards
(1)
|
Number of Securities
Underlying Unexercised
Options/SARs Exercisable
|
|
Number of Securities
Underlying Unexercised
Options/SARs Unexercisable
|
|
Options/SAR
Exercise Price
|
|
Options/SAR
Expiration Date
|
James S. Tisch
|
|
|
|
|
7,500
|
|
0
|
|
$58.73
|
|
01/01/19
|
7,500
|
|
0
|
|
64.51
|
|
04/01/19
|
7,500
|
|
0
|
|
83.57
|
|
07/01/19
|
7,500
|
|
0
|
|
95.61
|
|
10/01/19
|
7,500
|
|
0
|
|
99.16
|
|
01/04/20
|
7,500
|
|
0
|
|
87.65
|
|
04/01/20
|
7,500
|
|
0
|
|
61.79
|
|
07/01/20
|
7,500
|
|
0
|
|
68.52
|
|
10/01/20
|
7,500
|
|
0
|
|
66.38
|
|
01/03/21
|
7,500
|
|
0
|
|
78.90
|
|
04/01/21
|
7,500
|
|
0
|
|
70.38
|
|
07/01/21
|
7,500
|
|
0
|
|
55.64
|
|
10/01/21
|
7,500
|
|
0
|
|
55.72
|
|
01/03/22
|
7,500
|
|
0
|
|
66.68
|
|
04/02/22
|
7,500
|
|
0
|
|
59.19
|
|
07/02/22
|
7,500
|
|
0
|
|
66.04
|
|
10/01/22
|
7,500
|
|
0
|
|
67.47
|
|
01/02/23
|
7,500
|
|
0
|
|
69.71
|
|
04/01/23
|
7,500
|
|
0
|
|
68.62
|
|
07/01/23
|
7,500
|
|
0
|
|
62.31
|
|
10/01/23
|
7,500
|
|
0
|
|
56.55
|
|
01/02/24
|
7,500
|
|
0
|
|
48.36
|
|
04/01/24
|
7,500
|
|
0
|
|
49.57
|
|
07/01/24
|
7,500
|
|
0
|
|
34.54
|
|
10/01/24
|
7,500
|
|
0
|
|
37.16
|
|
01/02/25
|
7,500
|
|
0
|
|
26.69
|
|
04/01/25
|
7,500
|
|
0
|
|
25.88
|
|
07/01/25
|
7,500
|
|
0
|
|
17.56
|
|
10/01/25
|
7,500
|
|
0
|
|
20.93
|
|
01/04/26
|
7,500
|
|
0
|
|
21.54
|
|
04/01/26
|
7,500
|
|
0
|
|
24.02
|
|
07/01/26
|
7,500
|
|
0
|
|
17.67
|
|
10/03/26
|
7,500
|
|
0
|
|
17.89
|
|
01/01/27
|
7,500
|
|
0
|
|
16.61
|
|
04/01/27
|
7,500
|
|
0
|
|
10.97
|
|
07/01/27
|
7,500
|
|
0
|
|
14.34
|
|
10/01/27
|
7,500
|
|
0
|
|
18.41
|
|
01/01/28
|
1,000
|
|
0
|
|
14.49
|
|
04/01/28
|
1,000
|
|
0
|
|
21.21
|
|
07/01/28
|
1,000
|
|
0
|
|
20.11
|
|
10/01/28
|
(1)
|
Each SAR reported above vested and became exercisable with respect to 100% of its underlying securities on the date it was
granted.
|
|
|
|
46
|
|
Loews Corporation
2019 Proxy
|
|
Executive Compensation Tables
|
|
|
|
|
|
|
|
|
Option/SAR Awards
(1)
|
Number of Securities
Underlying Unexercised
Options/SARs Exercisable
|
|
Number of Securities
Underlying Unexercised
Options/SARs Unexercisable
|
|
Options/SAR
Exercise Price
|
|
Options/SAR
Expiration Date
|
Andrew H. Tisch
|
|
|
|
|
500
|
|
0
|
|
$70.38
|
|
07/01/21
|
500
|
|
0
|
|
55.64
|
|
10/01/21
|
1,000
|
|
0
|
|
55.72
|
|
01/03/22
|
1,000
|
|
0
|
|
66.68
|
|
04/02/22
|
1,000
|
|
0
|
|
59.19
|
|
07/02/22
|
1,000
|
|
0
|
|
66.04
|
|
10/01/22
|
1,000
|
|
0
|
|
67.47
|
|
01/02/23
|
1,000
|
|
0
|
|
69.71
|
|
04/01/23
|
1,000
|
|
0
|
|
68.62
|
|
07/01/23
|
1,000
|
|
0
|
|
62.31
|
|
10/01/23
|
1,000
|
|
0
|
|
56.55
|
|
01/02/24
|
1,000
|
|
0
|
|
48.36
|
|
04/01/24
|
1,000
|
|
0
|
|
49.57
|
|
07/01/24
|
1,000
|
|
0
|
|
34.54
|
|
10/01/24
|
1,000
|
|
0
|
|
37.16
|
|
01/02/25
|
1,000
|
|
0
|
|
26.69
|
|
04/01/25
|
1,000
|
|
0
|
|
25.88
|
|
07/01/25
|
1,000
|
|
0
|
|
17.56
|
|
10/01/25
|
1,000
|
|
0
|
|
20.93
|
|
01/04/26
|
1,000
|
|
0
|
|
21.54
|
|
04/01/26
|
1,000
|
|
0
|
|
24.02
|
|
07/01/26
|
1,000
|
|
0
|
|
17.67
|
|
10/03/26
|
1,000
|
|
0
|
|
17.89
|
|
01/01/27
|
1,000
|
|
0
|
|
16.61
|
|
04/01/27
|
1,000
|
|
0
|
|
10.97
|
|
07/01/27
|
1,000
|
|
0
|
|
14.34
|
|
10/01/27
|
1,000
|
|
0
|
|
18.41
|
|
01/01/28
|
1,000
|
|
0
|
|
14.49
|
|
04/01/28
|
1,000
|
|
0
|
|
21.21
|
|
07/01/28
|
1,000
|
|
0
|
|
20.11
|
|
10/01/28
|
(1)
|
Each SAR reported above vested and became exercisable with respect to 100% of its underlying securities on the date it was
granted.
|
|
|
|
Loews Corporation
2019 Proxy
|
|
47
|
|
Executive Compensation Tables
|
|
|
|
|
|
|
|
|
Option/SAR Awards
(1)
|
Number of Securities
Underlying Unexercised
Options/SARs Exercisable
|
|
Number of Securities
Underlying Unexercised
Options/SARs Unexercisable
|
|
Options/SAR
Exercise Price
|
|
Options/SAR
Expiration Date
|
Kenneth I. Siegel
|
|
|
|
|
1,000
|
|
0
|
|
$48.36
|
|
04/01/24
|
1,000
|
|
0
|
|
49.57
|
|
07/01/24
|
1,000
|
|
0
|
|
34.54
|
|
10/01/24
|
1,000
|
|
0
|
|
37.16
|
|
01/02/25
|
1,000
|
|
0
|
|
26.69
|
|
04/01/25
|
1,000
|
|
0
|
|
25.88
|
|
07/01/25
|
1,000
|
|
0
|
|
17.56
|
|
10/01/25
|
1,000
|
|
0
|
|
20.93
|
|
01/04/26
|
1,000
|
|
0
|
|
21.54
|
|
04/01/26
|
1,000
|
|
0
|
|
24.02
|
|
07/01/26
|
1,000
|
|
0
|
|
17.67
|
|
10/03/26
|
1,000
|
|
0
|
|
17.89
|
|
01/01/27
|
1,000
|
|
0
|
|
16.61
|
|
04/01/27
|
1,000
|
|
0
|
|
10.97
|
|
07/01/27
|
1,000
|
|
0
|
|
14.34
|
|
10/01/27
|
1,000
|
|
0
|
|
18.41
|
|
01/01/28
|
1,000
|
|
0
|
|
14.49
|
|
04/01/28
|
1,000
|
|
0
|
|
21.21
|
|
07/01/28
|
1,000
|
|
0
|
|
20.11
|
|
10/01/28
|
(1)
|
Each SAR reported above vested and became exercisable with respect to 100% of its underlying securities on the date it was
granted.
|
The following table shows information regarding the exercise of SARs granted under our Stock Option Plan and
RSUs vested under our Incentive Compensation Plan for our named executive officers during 2018.
2018 OPTION EXERCISES AND STOCK VESTED
(LOEWS COMMON STOCK)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option/SAR Awards
|
|
|
|
|
|
Stock/RSU Awards
|
|
Name
|
|
Number of Shares
Acquired on Exercise
|
|
|
Value Realized
on Exercise
|
|
|
|
|
|
Number of Shares
Acquired on Vesting
|
|
|
Value Realized
on Vesting
|
|
James S.
Tisch
|
|
|
7,574
|
|
|
|
$380,518
|
|
|
|
|
|
|
|
12,641
|
|
|
|
$590,714
|
|
David B.
Edelson
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
10,113
|
|
|
|
472,580
|
|
Andrew H.
Tisch
|
|
|
7,574
|
|
|
|
380,518
|
|
|
|
|
|
|
|
12,641
|
|
|
|
590,714
|
|
Jonathan M.
Tisch
|
|
|
7,574
|
|
|
|
380,518
|
|
|
|
|
|
|
|
12,641
|
|
|
|
590,714
|
|
Kenneth I.
Siegel
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
10,113
|
|
|
|
472,580
|
|
None of our named executive officers exercised awards granted under Diamond Offshores stock option plan during the
year ended December 31, 2018.
|
|
|
48
|
|
Loews Corporation
2019 Proxy
|
|
Executive Compensation Tables
|
|
Pension Plans
We provide a funded, tax qualified,
non-contributory
retirement plan for certain salaried employees, including all of
our named executive officers (our Qualified Retirement Plan). Tax qualified retirement plans, such as our Qualified Retirement Plan, are subject to limitations under the Internal Revenue Code on the benefits they may provide.
Accordingly, we also provide an unfunded, nonqualified,
non-contributory
retirement plan (our Benefit Equalization Plan) which provides for the accrual and payment of benefits that otherwise are
not available under our Qualified Retirement Plan due to these limitations. We refer to our Qualified Retirement Plan and Benefit Equalization Plan together as our Retirement Plans.
Our Retirement Plans currently provide benefits under a formula in which the value of each participants benefit is expressed as a nominal cash balance
account established for each participant. We increase each participants nominal account annually by:
◾
|
|
a
pay-based
credit based on a specified percentage of the participants annual compensation, which is determined based on the participants years of service,
and
|
◾
|
|
an interest credit based on a specified interest rate, which is determined annually for all participants.
|
At retirement or termination of employment, vested participants are entitled to receive their benefit in a
lump-sum
or a monthly annuity. Compensation covered under our Retirement Plans consists of salary and, if applicable, cash incentive compensation awards, subject to certain limitations placed on such covered compensation as described in the plans. Pension
benefits are not subject to reduction for Social Security benefits or other amounts.
We also maintain a supplemental retirement account for each of
James S. Tisch, Andrew H. Tisch and Jonathan M. Tisch, under supplemental retirement agreements with each of these individuals (Supplemental Benefit). We credit each nominal account annually with the interest credit established under our
Retirement Plan. Upon retirement, each of these named executive officers will receive the value of his account in the form of an annuity or, subject to certain conditions, in a single
lump-sum
payment.
The following table shows information regarding pension benefits accrued for and paid to each of our named executive officers as of December 31, 2018.
2018 PENSION BENEFITS
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Plan Name
|
|
Number of Years
Credited Service
|
|
|
Present Value
of
Accumulated Benefit
(1)
|
|
|
Payments During
Last Fiscal Year
|
James S. Tisch
|
|
Qualified Retirement Plan
|
|
|
41
|
|
|
|
$ 1,571,400
|
|
|
$0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefit Equalization Plan
|
|
|
41
|
|
|
|
24,779,776
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Benefit
|
|
|
|
|
|
|
1,385,525
|
|
|
0
|
David B. Edelson
|
|
Qualified Retirement Plan
|
|
|
13
|
|
|
|
244,836
|
|
|
0
|
|
|
|
|
|
Benefit Equalization Plan
|
|
|
13
|
|
|
|
3,774,236
|
|
|
0
|
Andrew H. Tisch
|
|
Qualified Retirement Plan
|
|
|
45
|
|
|
|
1,631,927
|
|
|
0
|
|
|
|
|
Benefit Equalization Plan
|
|
|
45
|
|
|
|
21,598,005
|
|
|
0
|
|
|
|
|
|
Supplemental Benefit
|
|
|
|
|
|
|
1,393,892
|
|
|
0
|
Jonathan M. Tisch
|
|
Qualified Retirement Plan
|
|
|
39
|
|
|
|
1,307,319
|
|
|
0
|
|
|
|
|
Benefit Equalization Plan
|
|
|
39
|
|
|
|
19,786,931
|
|
|
0
|
|
|
|
|
|
Supplemental Benefit
|
|
|
|
|
|
|
1,385,525
|
|
|
0
|
Kenneth I. Siegel
|
|
Qualified Retirement Plan
|
|
|
9
|
|
|
|
85,117
|
|
|
0
|
|
|
|
|
|
Benefit Equalization Plan
|
|
|
9
|
|
|
|
2,157,110
|
|
|
0
|
|
|
|
Loews Corporation
2019 Proxy
|
|
49
|
|
Executive Compensation Tables
|
|
(1)
|
Assuming (a) benefit commencement at a normal retirement date age of 65 for David B. Edelson and Kenneth I. Siegel,
and current age for Andrew H. Tisch, Jonathan M. Tisch and James S. Tisch, who are currently eligible for an unreduced benefit; (b) a discount rate of 4.2% for the Benefit Equalization Plan and 4.3% for the Qualified Retirement Plan; and
(c) interest credits of 3.1% for 2019 and future years. Other interest rate and mortality rate assumptions used are consistent with those used in our financial statements.
|
Deferred Compensation
The following table shows information regarding compensation deferred by David Edelson on a nonqualified basis under our legacy Deferred Compensation
Plan, which was frozen as of December 31, 2015. Under that plan, employees earning in excess of $100,000 per year could defer up to ten percent of their base salaries for a period of not less than three years, or until they are no longer
employed by us. Deferred amounts are maintained by us in an interest-bearing account. Upon electing to participate in this plan each year, each participating employee chose the amount to be deferred and the duration of the deferral, whether to
receive distributions of deferred amounts in a single payment or in equal annual installments over any period of time up to 15 years, and an interest rate from a selection of short-term and long-term rates established in accordance with the
plans requirements and available depending on the duration of the deferral. None of our other named executive officers have outstanding balances under this plan.
2018 NONQUALIFIED DEFERRED COMPENSATION (LEGACY PLAN)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Executive
Contributions in
Last Fiscal Year
|
|
|
Company
Contributions in
Last Fiscal Year
|
|
|
Aggregate
Earnings in
Last Fiscal Year
|
|
|
Aggregate
Withdrawals/
Distributions
|
|
|
Aggregate
Balance at Last
Fiscal Year-End
|
|
|
|
David B. Edelson
|
|
|
$0
|
|
|
|
$0
|
|
|
|
$28,375
|
(1)
|
|
|
$0
|
|
|
|
$766,144
|
(2)
|
|
|
(1)
|
Pursuant to applicable SEC rules, amounts included in Aggregate Earnings in Last Fiscal Year are not reported as
compensation in the 2018 Summary Compensation Table as they were not accrued at an above-market interest rate.
|
(2)
|
$430,251 of contributions made by Mr. Edelson since he became a named executive officer included in Aggregate Balance
at Last Fiscal
Year-End
were reported as compensation in Summary Compensation Tables for previous years. All other contributions, and all earnings, were not reported as compensation in Summary Compensation
Tables for previous years pursuant to applicable SEC rules.
|
Effective January 1, 2016, we adopted a new Executive Deferred
Compensation Plan, under which employees earning at least $250,000 per year and
non-management
directors of Loews can elect annually to defer a portion of their compensation on a
tax-deferred
basis for a period of not less than three years. The plan is administered by a benefits committee which, among other things, fixes a maximum amount of compensation that can be deferred each year,
which was 50% of base salary and 75% of bonus for eligible employees in 2018.
Non-management
directors may elect to defer some or all of their compensation.
The plan is a nonqualified, unfunded plan under the Internal Revenue Code and the Employee Retirement Income Security Act of 1974 (ERISA); however, Loews
has established a rabbi trust, to provide a source of funds (subject to the claims of the companys creditors), which will be administered by an independent financial institution as trustee. Deferred amounts will be credited to the
participants account and may be allocated by the participant among a number of investment funds selected by the benefits committee.
In addition
to selecting an amount of compensation to be deferred and choosing among the available investment funds, upon electing to participate in this plan each year, a participant must choose the duration of the deferral and whether to receive distributions
of deferred amounts in a single payment or in equal annual installments over a period of up to 15 years.
The following table shows information
regarding compensation deferred by Mr. Edelson under this plan. None of our other named executive officers have outstanding balances under this plan.
|
|
|
50
|
|
Loews Corporation
2019 Proxy
|
|
Executive Compensation Tables
|
|
2018 NONQUALIFIED DEFERRED COMPENSATION (2016 PLAN)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Executive
Contributions in
Last Fiscal Year
|
|
|
Company
Contributions in
Last Fiscal Year
|
|
|
Aggregate
Earnings in
Last Fiscal Year
|
|
|
Aggregate
Withdrawals/
Distributions
|
|
|
Aggregate
Balance at Last
Fiscal Year-End
|
|
David B. Edelson
(1)
|
|
|
$184,750
|
|
|
|
$0
|
|
|
|
$(12,415
|
)
|
|
|
$0
|
|
|
|
$316,643
|
|
(1)
|
Mr. Edelsons contributions in last fiscal year of $184,750 are reported as compensation in the 2018 Summary
Compensation Table, and $132,000 of his contributions from previous years included in Aggregate Balance at Last Fiscal
Year-End
were reported in Summary Compensation Tables for previous years. Pursuant to
applicable SEC rules, earnings are not reported as compensation in Summary Compensation Tables (for the last fiscal year nor for previous years) as they were not accrued at above-market interest rates.
|
In addition to deferrals of cash compensation, under the deferred compensation program described above, employees (including our named executive officers)
are eligible to defer receipt of equity compensation awards granted to them. In 2018, James S. Tisch and Andrew H. Tisch elected to defer receipt of their 2018 PRSU grants until their respective 99th birthdays of January 2, 2053 and
August 14, 2049 (or their earlier termination of employment).
CEO Pay Ratio
Under SEC rules established pursuant to the Dodd-Frank Act, we are required to disclose the ratio of pay of our Chief Executive Officer to that of our median
employee, as defined under those rules, excluding our Chief Executive Officer. In order to estimate this ratio, we first determined our employee population using a determination date of December 31, 2018. A new determination date was used this
year to reflect the inclusion of Consolidated Container Companys employees in our employee population. Those employees were excluded under applicable SEC rules from our employee population last year because we acquired Consolidated Container
Company during 2017. Under the SEC rules, our employee population includes approximately 17,300 employees from Loews Corporation and our controlled subsidiaries CNA, Diamond Offshore, Boardwalk Pipeline Partners, Loews Hotels and Consolidated
Container Company. We identified the median employee from this employee population using a compensation measure that incorporates base salary, overtime and any bonuses paid for 2018. For employees hired during the year, their compensation was
annualized to reflect a full year of wages. International employees pay was converted to US dollar equivalents using the average of the exchange rates from January 1, 2018 and December 31, 2018. The annual total compensation of our
Chief Executive Officer, which is equal to the total compensation amount reflected in the Summary Compensation Table above, and the median employee from the employee population determined under the SEC rules is $5,714,569 and $72,554, respectively.
This results in a CEO pay ratio estimate of 79:1. Given the numerous different methodologies, assumptions, adjustments and estimates that companies may apply as permitted under SEC rules, this information may not be an appropriate basis for
comparison between different companies.
|
|
|
Loews Corporation
2019 Proxy
|
|
51
|
|
Proposal No. 3: Ratification of the Appointment of Our Independent Auditors
|
|
Proposal No. 3:
Ratification of the Appointment
of Our Independent Auditors
Our Audit Committee is directly responsible for the appointment, compensation and oversight
of the independent external audit firm retained to audit our financial statements and the audit fee negotiations associated with their retention. Our Audit Committee has selected Deloitte & Touche LLP to serve as our independent auditors
for 2019. The Audit Committee regularly evaluates the performance of our independent auditors to determine if it is engaging the firm it believes is best positioned to serve the company and its shareholders. The Committee also periodically considers
whether, in order to assure continuing auditor independence, Loews should rotate its independent external audit firm. In conjunction with the mandated rotation of the independent auditors lead engagement partner, the Audit Committee and its
Chairman participate in the selection of each new lead engagement partner. The Audit Committee and the Board believe that the continued retention of Deloitte & Touche LLP to serve as Loewss independent external auditor is in the best
interests of Loews and its shareholders.
Although it is not required to do so, our Board wishes to submit the selection of Deloitte & Touche
LLP for ratification by our shareholders at the Annual Meeting. Even if this selection is ratified by our shareholders at the Annual Meeting, our Audit Committee may at its discretion change the appointment at any time during the year if it
determines that such a change would be in the best interests of us and our shareholders. If our shareholders do not ratify the selection of Deloitte & Touche LLP, our Audit Committee will reconsider its selection. Representatives of
Deloitte & Touche LLP are expected to be at the Annual Meeting to answer appropriate questions and, if they choose to do so, to make a statement.
Audit Fees and Services
The following table shows fees billed by Deloitte & Touche LLP and
its affiliates for professional services rendered to us and our subsidiaries in 2018 and 2017, by category, as described in the notes to the table.
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2018
|
|
|
2017
|
|
|
|
|
Audit Fees
(1)
|
|
|
$20,403
|
|
|
|
$19,793
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Audit Related Fees
(2)
|
|
|
795
|
|
|
|
540
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax Fees
(3)
|
|
|
20
|
|
|
|
69
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other Fees
(4)
|
|
|
18
|
|
|
|
10
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
$21,236
|
|
|
|
$20,412
|
|
(1)
|
Includes the aggregate fees and expenses for the audit of our and our subsidiaries annual financial statements and
internal control over financial reporting, statutory filings and the reviews of our and their quarterly financial statements.
|
(2)
|
Includes the aggregate fees and expenses for services that were reasonably related to the performance of the audit or
reviews of our and our subsidiaries financial statements and not included under Audit Fees above, including, principally, consents and comfort letters and the audit of employee benefit plans.
|
(3)
|
Includes the aggregate fees and expenses for tax compliance and tax planning services.
|
(4)
|
Includes the aggregate fees and expenses for products and services, other than those services described above.
|
|
|
|
52
|
|
Loews Corporation
2019 Proxy
|
|
Proposal No. 3: Ratification of the Appointment of Our Independent Auditors
|
|
Auditor Engagement
Pre-Approval
Policy
To assure the continued independence of our independent auditors, currently Deloitte & Touche LLP, our Audit Committee has
adopted a policy requiring
pre-approval
of all audit and
non-audit
services performed by our independent auditors. Under this policy, our Audit Committee annually
pre-approves
certain specified recurring services which may be provided by Deloitte & Touche LLP, subject to maximum dollar limitations.
All other engagements for services to be performed by Deloitte & Touche LLP must be specifically
pre-approved
by our Audit Committee, or the Chairman of our Audit Committee to the extent the Audit Committee has delegated
pre-approval
authority to the Chairman. Our
Audit Committee, or the Chairman of our Audit Committee pursuant to such delegated authority,
pre-approves
all engagements by us and our subsidiaries, other than CNA and Diamond Offshore and their respective
subsidiaries, for services of Deloitte & Touche LLP, including all terms and fees. Our Audit Committee has concluded that all these engagements have been compatible with the continued independence of Deloitte & Touche LLP in
serving as our independent auditors.
Engagements of Deloitte & Touche LLP by CNA and Diamond Offshore are reviewed and approved by the
independent audit committees of those subsidiaries under
pre-approval
policies adopted by those committees.
|
|
|
|
|
|
|
Our Board recommends a vote
FOR
Proposal No. 3.
|
|
|
|
Loews Corporation
2019 Proxy
|
|
53
|
Audit Committee Report
The primary role of the Boards Audit Committee is to oversee our financial reporting process and manage our relationship with our independent
auditors. For more information about the Audit Committees responsibilities please see Board Committees on page 13. In fulfilling its responsibilities, the Audit Committee has reviewed, and discussed with Loewss
management and independent auditors, the companys audited financial statements for the year ended December 31, 2018. The Audit Committee has also discussed with our independent auditors the matters required to be discussed by Auditing
Standard No. 1301, Communications with Audit Committees, as adopted and as amended by the Public Company Accounting Oversight Board (PCAOB).
In addition, the Audit Committee has discussed with the independent auditors their independence in relation to Loews and its management, including the
matters in the written disclosures provided to the Audit Committee as required by applicable requirements of the PCAOB regarding the independent accountants communications with the Audit Committee concerning independence. We have determined
that the provision of
non-audit
services provided by the auditors is compatible with maintaining the auditors independence. For more information about services provided by our independent auditors,
please read Audit Fees and Services, in Proposal 3 on page 52.
The members of the Audit Committee rely without independent verification
on the information provided to them by management and the independent auditors and on managements representation that the companys financial statements have been prepared with integrity and objectivity. They do not provide any expert or
special assurance as to Loewss financial statements or any professional certification as to the independent auditors work. Accordingly, the Audit Committees oversight does not provide an independent basis to determine that
management has applied appropriate accounting and financial reporting principles or internal controls and procedures, that the audit of the companys financial statements has been carried out in accordance with generally accepted auditing
standards, that Loewss financial statements are presented in accordance with generally accepted accounting principles, or that the companys auditors are in fact independent.
Based upon the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in
our Annual Report on Form
10-K
for the year ended December 31, 2018, which has been filed with the Securities and Exchange Commission.
By the Audit Committee:
|
|
|
Walter L. Harris, Chairman
|
|
|
Ann E. Berman
|
|
Joseph L. Bower
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Charles M. Diker
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Paul J. Fribourg
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Philip A. Laskawy
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Loews Corporation
2019 Proxy
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Proposal No. 4: Shareholder Proposal regarding Certain Political Contributions Disclosures
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Proposal No. 4:
Shareholder Proposal
Requesting Certain Disclosures
regarding Political Contributions
A Loews shareholder has notified us that it intends to present the following proposal
for consideration at the Annual Meeting. The name, address and number of shares held by such shareholder are available upon request to the Corporate Secretary.
Resolved
, that the shareholders of Loews Corporation (Loews or Company) hereby request that the Company provide a report,
updated semiannually, disclosing the Companys:
1. Policies and procedures for making, with corporate funds or assets, contributions and
expenditures (direct or indirect) to (a) participate or intervene in any campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election
or referendum.
2. Monetary and
non-monetary
contributions and expenditures (direct and indirect) used in the
manner described in section 1 above, including:
a. The identity of the recipient as well as the amount paid to each; and
b. The title(s) of the person(s) in the Company responsible for decision-making.
The report shall be presented to the board of directors or relevant board committee and posted on the Companys website within 12 months from the date
of the annual meeting. This proposal does not encompass lobbying spending.
Supporting Statement
As long-term shareholders of Loews, we support transparency and accountability in corporate electoral spending. This includes any activity considered
intervention in a political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations, and independent expenditures or electioneering communications on behalf of federal,
state, or local candidates.
Disclosure is in the best interest of the company and its shareholders. The Supreme Court recognized this in its 2010
Citizens United decision, which said, [D]isclosure permits citizens and shareholders to react to the speech of corporate entities in a proper way. This transparency enables the electorate to make informed decisions and give proper weight
to·different speakers and messages.
Publicly available records show Loews has contributed at least $15,000 in corporate funds since the
2010 election cycle (CQMoneyline: http://moneyline.cq.com; National Institute on Money in State Politics: http://www.followthemoney.org).
However,
relying on publicly available data does not provide a complete picture of the Companys electoral spending. For example, the Companys payments to trade associations that may be used for election-related activities are undisclosed and
unknown. This proposal asks the Company to disclose all of its electoral spending, including payments to trade associations and other
tax-exempt
organizations, which may be used for electoral purposes. This
would bring our Company in line with a growing number of leading companies,
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2019 Proxy
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Proposal No. 4: Shareholder Proposal regarding Certain Political Contributions Disclosures
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including American International Group Inc., Hartford Financial Services Group Inc., and MetLife Inc., which present this information on their websites.
The Companys Board and shareholders need comprehensive disclosure to fully evaluate the use of corporate assets in elections. We urge your support for
this critical governance reform.
Companys Statement in Opposition
Our Board does not believe that the reporting of Loewss political contributions is an appropriate use of its resources and recommends a vote
AGAINST
this proposal for the following reasons:
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Loews and its subsidiaries fully comply with all federal, state and local laws pertaining to political contributions, which already include appropriate disclosure requirements.
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Loews does not typically make political contributions and does not instruct its subsidiaries to do so.
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During the past several years, political contributions made by Loews and its subsidiaries in the aggregate
have been
de minimis
less than 0.003% of our consolidated annual operating expenditures.
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Nevertheless, as Loewss subsidiaries operate in highly regulated industries in which decisions of federal, state and local governments can impact their businesses, our Board recognizes that it is important that
Loews and its subsidiaries have flexibility to appropriately evaluate and engage in the public policymaking process, while fully complying with applicable law.
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Adoption of this proposal would cause Loews and its subsidiaries to incur competitive harm without commensurate benefit to Loews shareholders. The requested report could put Loews and its subsidiaries at a disadvantage
relative to their competitors, who are not required to disclose this information, by revealing confidential information about the long-term strategies and priorities of Loews and its subsidiaries.
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Our Board recommends a vote
AGAINST
Proposal
No. 4.
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Additional Information
Voting
As of
March 19, 2019, the record date for determination of shareholders entitled to notice of and to vote at the Annual Meeting, there were 306,398,770 shares of our Common Stock outstanding. Each outstanding share of our Common Stock is entitled to
one vote on all matters that may come before the Annual Meeting. All proxies properly voted in accordance with the instructions below prior to the Annual Meeting and not revoked will be voted at the Annual Meeting. You may revoke your proxy at any
time before it is exercised by giving notice in writing to our Corporate Secretary, by granting a proxy bearing a later date or by voting in person at the Annual Meeting.
Internet Availability of Proxy Materials.
Under Securities and Exchange Commission rules, we have elected to make our proxy materials available to our shareholders over the Internet, rather than mailing paper copies of those materials
to each shareholder. We expect to begin mailing an Important Notice Regarding the Availability of Proxy Materials (a Notice) on or about April 3, 2019. The Notice contains instructions describing how to access our proxy materials,
including this Proxy Statement and our Annual Report, and vote shares by the Internet or by telephone. If you receive a Notice only and would like to receive a printed copy of the proxy materials, please follow the instructions printed on the Notice
to request that a printed copy be mailed to you.
Voting by
Proxy.
Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods below. Please have your
proxy card, voter instruction form or Notice in hand when voting.
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Internet:
go to
www.proxyvote.com
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Telephone:
call
1-800-690-6903
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Mail:
if you received a paper copy of the proxy materials by mail, you can vote by signing, dating and mailing the proxy card in the enclosed self-addressed envelope
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Voting in Person.
All shareholders may vote in person at the Annual Meeting. You may also be represented by another person at the Annual Meeting by executing a proper proxy designating that person. If your shares
are held in street name, you must obtain a valid legal proxy, executed in your favor, from your broker or other holder of record to be able to vote at the Annual Meeting.
If you wish to obtain directions to our Annual Meeting, you may do so by writing to our Corporate Secretary.
Admittance to Annual Meeting.
The Annual Meeting is open to holders of our Common Stock. To attend the meeting, you will need to register upon arrival. We may check for your name on our stockholders list and ask you to
produce a valid photo ID. If your shares are held in street name, you should bring your most recent brokerage account statement or other evidence of your share ownership. If we cannot verify that you own our Common Stock, it is possible that you
will not be admitted to the meeting.
Quorum.
A quorum will be present at the Annual Meeting if holders of a majority of the issued and outstanding shares of our Common Stock on the record date are represented at the Annual Meeting in
person or by proxy. If a quorum is not present at the Annual Meeting, we expect to postpone or adjourn the Annual Meeting to solicit additional proxies. Abstentions and broker
non-votes
(as defined below) will
be counted as shares present and entitled to vote for the purpose of determining whether a quorum is present.
Broker
Non-votes.
Shares with respect to which a broker indicates
that it does not have authority to vote on a matter will be considered broker
non-votes.
Broker
non-votes
occur on a matter when a bank, broker or other
nominee is not permitted by applicable regulatory requirements to vote on that matter without
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instruction from the owner of the shares and no instruction is given. Absent instructions from you, your broker may vote your shares on the ratification of the appointment of our independent
auditors (Proposal No. 3), but may not vote your shares on the election of directors (Proposal No. 1), the advisory
say-on-pay
vote (Proposal
No. 2) or the shareholder proposal (Proposal No. 4).
Majority
Vote Standard for Election of Directors.
Our
by-laws
provide that a nominee for director in an uncontested election, such as the election
to be held at our Annual Meeting, will be elected to the Board by the vote of the majority of the votes cast with respect to the nominee. With respect to Proposal No. 1, you may vote for any one or more nominees, against any one or more
nominees or abstain from voting with respect to any one or more nominees. Shares that are voted to abstain with respect to any one or more nominees and broker
non-votes
will not be counted as votes cast and,
therefore, will have no effect on the outcome of the voting for directors. If an incumbent nominee does not receive a majority of the votes cast, our
by-laws
require that director to tender his or her
resignation and the Nominating and Governance Committee, or such other committee designated by the Board, to consider whether to accept or reject that resignation. The Board will act on the committees recommendation and publicly disclose its
decision.
Votes Required to Adopt Other Proposals.
The affirmative vote of shares representing a majority of the votes cast by the holders of shares present and entitled to vote on the matter is required to approve each of the other proposals to
be voted on at the Annual Meeting. With respect to Proposals No. 2, 3 and 4, you may vote for, against or abstain. Shares that are voted to abstain with respect to any one or more of these matters and broker
non-votes
will not be counted as votes cast and, therefore, will have no effect on the outcome of the voting for these proposals.
Confidentiality.
Our Board has adopted a policy of confidentiality regarding the voting of shares. Under this policy, all proxies, ballots and voting tabulations that identify how an individual shareholder has
voted at the Annual Meeting will be kept confidential from us, except where disclosure is required by applicable law, a shareholder expressly requests disclosure, or in the case of a contested proxy solicitation. Proxy tabulators and inspectors of
election will be employees of Broadridge Financial Solutions, Inc. or another third party and not our employees.
Other Matters
We know of no other matters to be brought before the Annual Meeting. If other matters should properly come before the meeting,
proxies will be voted on these matters in accordance with the best judgment of the persons appointed as proxies.
Cost of Proxy Solicitation.
We will bear all costs in connection with the solicitation of proxies for the
Annual Meeting. We intend to request brokerage houses, custodians, nominees and others who hold our Common Stock in their names to solicit proxies from the persons who beneficially own the stock, and we will reimburse these brokerage houses,
custodians, nominees and others for their
out-of-pocket
expenses in connection therewith. We have engaged Innisfree M&A Incorporated to solicit proxies for us, at an
anticipated cost of approximately $10,000. In addition to the use of the mail, solicitation may be made by Innisfree or our employees personally or by telephone, over the Internet, by
e-mail
or by other
electronic transmission.
Householding.
To reduce the expenses of delivering duplicate proxy materials, we may take advantage of the Securities and Exchange Commissions householding rules that permit us to deliver
only one set of proxy materials to shareholders who share an address, unless otherwise requested. If you share an address with another shareholder and have received only one set of proxy materials, you may request a separate copy of these materials
at no cost to you by contacting us at Loews Corporation, Attn: Corporate Secretary, 667 Madison Avenue, New York, New York 10065-8087 or at (212)
521-2000.
For future annual meetings, you may request
separate voting materials, or request that we send only one set of proxy materials to you if you are receiving multiple copies, by calling or writing to us at the phone number and address given above.
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Submissions of Nominations or Other Proposals
for Our 2020 Annual Meeting
If you wish to
propose an individual to be considered by our Nominating and Governance Committee for possible recommendation to our Board as a nominee for election as a director, you should do so by writing to our Corporate Secretary. Your recommendation should
include the candidates name, a brief biographical description, a statement of the candidates qualifications, a description of any relationship between the candidate and the recommending shareholder or Loews and the candidates
signed consent to serve as a director, if elected. Our Nominating and Governance Committee requests that we receive any recommendations for director nominees for our 2020 annual meeting of shareholders no later than October 1, 2019.
If you wish to nominate an individual for election as a director at our 2020 annual meeting of shareholders, you must provide us written notice of your
intention to do so addressed to our Corporate Secretary. Your notice must provide certain information, representations and agreements, including the candidates signed consent to serve as a director, if elected, as set forth in our
by-laws.
We must receive your notice, together with the required information, no earlier than January 15, and no later than February 14, 2020.
If you wish to submit any other proposal for our 2020 annual meeting of shareholders, you must also provide us written notice of your intention to do so
addressed to our Corporate Secretary. For proposals that you would like to be included in our proxy materials under Rule
14a-8
under the Exchange Act, your proposal must be received by us not later than
December 5, 2019 and otherwise comply with the rules and procedures set forth in Rule
14a-8.
For other proposals that would not be included in our proxy materials, we must receive your proposal no earlier
than January 15, and no later than February 14, 2020 and your proposal must be accompanied by certain information, representations and agreements as set forth in our
by-laws.
Communicating with Our Board
If you or any other interested party wishes to communicate directly with our lead director, other
non-management
directors or our Board as a whole, you or the other interested party may do so by writing to our Corporate Secretary. All communications will be delivered to the director or directors to whom they are addressed unless the Corporate Secretary
determines that a communication is a business solicitation or advertisement, or requests general information about us.
You should address all
communications directed to our Corporate Secretary regarding the matters discussed in this Proxy Statement to Loews Corporation, 667 Madison Avenue, New York, New York 10065-8087, Attention: Marc A. Alpert, Corporate Secretary.
By order of the Board of Directors,
Marc A. Alpert
Senior Vice President, General Counsel and Secretary
Dated:
April 3, 2019
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Loews Corporation
2019 Proxy
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LOEWS CORPORATION
667 MADISON AVENUE
NEW YORK, NY 10065-8087
ATTN: INVESTOR RELATIONS
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VOTE BY INTERNET - www.proxyvote.com
Use the
Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the
cut-off
date or meeting date. Have your proxy card in hand when you
access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like
to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via
e-mail
or the Internet. To
sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any
touch-tone
telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before
the
cut-off
date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it
in the
postage-paid
envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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E63281-P18334
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KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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LOEWS CORPORATION
The Board of Directors recommends you vote FOR the
following p
r
oposals:
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1.
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Election of Directors
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For
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Against
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Abstain
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1a.
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Ann E. Berman
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☐
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1b.
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Joseph L. Bower
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☐
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For
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Abstain
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1c.
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Charles D. Davidson
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2.
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Approve, on an advisory basis, executive compensation.
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☐
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1d.
1e.
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Charles M. Diker
Paul J. Fribourg
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3.
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Ratify Deloitte & Touche LLP as independent auditors.
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1f.
1g.
1h.
1i.
1j.
1k.
1l.
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Walter L. Harris
Philip A. Laskawy
Susan P. Peters
Andrew H. Tisch
James S. Tisch
Jonathan M. Tisch
Anthony Welters
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☐
☐
☐
☐
☐
☐
☐
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☐
☐
☐
☐
☐
☐
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☐
☐
☐
☐
☐
☐
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The Board of Directors recommends you vote AGAINST the following proposal:
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For
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Abstain
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4.
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Shareholder proposal requesting certain disclosures regarding
political contributions, if presented at the meeting.
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☐
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NOTE:
Such other business as may
properly come before the meeting or any adjournment or postponement thereof shall be voted by the proxies appointed hereby in their judgment and discretion.
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor,
administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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Add
r
ess
Changes/Comments:
Please provide any address changes or
comments to our investor contact by e-mail at
IR@loews.com
or by phone at 212-521-2788.
Importan
t
Notic
e
Rega
r
din
g
th
e
A
vailabilit
y
o
f
P
r
ox
y
Material
s
fo
r
th
e
Annua
l
Meeting:
The Notice and Proxy Statement, Annual
Report and Annual Review Letter are available at
www.proxyvote.com
.
E63282-P18334
LOEWS CORPORATION
Annual Meeting of Shareholders
May 14, 2019
11:00 A.M.
This proxy is solicited by the Board of Directors
The undersigned shareholder(s) hereby appoint(s) Marc A. Alpert, David B. Edelson and Kenneth I. Siegel, or any of
them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this proxy, all of the shares of Common Stock of LOEWS CORPORATION that the shareholder(s)
is/are entitled to vote at the Annual Meeting of Shareholders to be held at 11:00 A.M., New York City time, on May 14, 2019, at the Loews Regency New York Hotel, 540 Park Avenue, New York, New York, and any adjournment or postponement thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this
proxy will be voted in accordance with the Board of Directors recommendations.
Continued and to be signed on
reverse side
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