DEF 14A 1 edge20001697x1_proxy.htm DEF14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Securities Exchange Act of 1934
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LOEWS CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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667 Madison Avenue
New York, NY 10065-8087

Notice of
2022
Annual Meeting
of Shareholders

AGENDA:

To elect twelve directors named in this proxy statement;

To approve, on an advisory basis, the company’s executive compensation;

To ratify the appointment of our independent auditors for 2022; and

To transact any other business as may properly come before the meeting or any adjournment or postponement.

Shareholders of record at the close of business on March 15, 2022 are entitled to notice of and to vote at the meeting and any adjournment or postponement.

DATE:

Tuesday, May 10, 2022

TIME:

11:00 a.m. New York City Time

PLACE:

Via the Internet

www.virtualshareholdermeeting.com/L2022

RECORD DATE:

March 15, 2022

YOUR VOTE IS IMPORTANT. PLEASE VOTE AS PROMPTLY AS POSSIBLE BY USING THE INTERNET OR TELEPHONE, OR IF YOU RECEIVED A PAPER COPY OF THE PROXY MATERIALS, BY SIGNING, DATING AND RETURNING THE ACCOMPANYING PROXY CARD.

By order of the Board of Directors,

Marc A. Alpert

Senior Vice President, General Counsel and Secretary
March 30, 2022

Table of Contents

Contents

Notice of 2022 Annual Meeting of Shareholders	1
Proxy Summary	3
Proposal No. 1: Election of Directors	5
Director Nominating Process	5
Director Independence	6
Director Nominees	7
Board Governance Information	12
Corporate Governance	12
Board Leadership Structure	12
Board Committees	13
Executive Sessions of Independent Directors	14
Director Attendance at Meetings	14
Board Oversight of Risk Management	15
Share Ownership Guidelines for Directors	16
Director Compensation	16
Transactions with Related Persons	17
Stock Ownership	18
Principal Shareholders	18
Director and Officer Holdings	19
Proposal No. 2: Advisory Resolution to Approve Executive Compensation	21
Executive Compensation	22
Compensation Discussion and Analysis	22
Executive Summary	22
Compensation Governance	25
Compensation Program Structure and Process	25
2021 Compensation to Our Named Executive Officers	32
Other Considerations	35

Compensation Committee Report on Executive Compensation	36
Compensation Committee Interlocks and Insider Participation	36
2021 Executive Compensation Tables	37
2021 Summary Compensation Table	37
Compensation Plans	39
Pension Plans	45
Deferred Compensation	46
CEO Pay Ratio	48
Proposal No. 3: Ratification of the Appointment of Our Independent Auditors	49
Audit Fees and Services	49
Auditor Engagement Pre-Approval Policy	50
Audit Committee Report	51
Additional Information	52
Voting	52
Other Matters	54
Submissions of Nominations or Other Proposals for Our 2023 Annual Meeting	54
Communicating with Our Board	55

We are providing this Proxy Statement in connection with the solicitation by our Board of Directors (our “Board”) of proxies to be voted at our 2022 Annual Meeting of Shareholders (our “Annual Meeting”), which will be held virtually at www.virtualshareholdermeeting.com/L2022, on Tuesday, May 10, 2022, at 11:00 a.m., New York City Time.

Our mailing address is 667 Madison Avenue, New York, New York 10065-8087. Please note that throughout this Proxy Statement we refer to Loews Corporation as “we,” “us,” “our,” “Loews” or the “company.”

Information and reports on websites that we refer to in this Proxy Statement will not be deemed a part of, or otherwise incorporated by reference in, this Proxy Statement.

2	Loews Corporation 2022 Proxy

Proxy Summary

Proxy Summary

Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting.
This Proxy Statement, our 2021 Annual Report, including our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 8, 2022, and the proxy card are available at www.loews.com/reports.

AGENDA AND VOTING MATTERS

Proposal	Board Recommendation	Page Reference
Proposal 1: Elect the twelve directors listed below	FOR	5
Proposal 2: Approve, on an advisory basis, the company’s executive compensation	FOR	21
Proposal 3: Ratify the appointment of the company’s independent auditors for 2022	FOR	49
Transact such other business as may properly come before the meeting or any adjournment or postponement thereof

DIRECTOR NOMINEES

			Board Committee Membership
Name & Title	Age	Director Since	Audit	Compensation	Nominating & Governance	Executive
Ann E. Berman Retired Senior Advisor to the President, Harvard University	69	2006	■
Joseph L. Bower Donald K. David Professor Emeritus, Harvard Business School	83	2001	■	■ CHAIR	■
Charles D. Davidson Venture Partner, Quantum Energy Partners	72	2015		■
Charles M. Diker Chairman, Diker Management, LLC	87	2003	■	■
Paul J. Fribourg Chairman, President and CEO, Continental Grain Company Lead Independent Director	68	1997	■	■	■ CHAIR
Walter L. Harris Former President and CEO, FOJP Service Corp. and Hospital Insurance Co.	70	2004	■ CHAIR		■
Philip A. Laskawy Retired Chairman and CEO, Ernst & Young LLP	80	2003	■
Susan P. Peters Retired Chief Human Resources Officer, General Electric Company	68	2018		■
Andrew H. Tisch Retired Member of the Office of the President, Co-Chairman of the Board, Loews Corporation	72	1985				■ CHAIR
James S. Tisch Office of the President, President and Chief Executive Officer, Loews Corporation	69	1986				■
Jonathan M. Tisch Office of the President, Co-Chairman of the Board, Loews Corporation; Chairman and CEO, Loews Hotels & Co	68	1986				■
Anthony Welters Founder, Chairman and CEO, CINQ Care Inc.	67	2013			■

Further information regarding our director nominees is included under the heading “Director Nominees” beginning on page 7.

Loews Corporation 2022 Proxy

Proxy Summary

Corporate Governance highlights

Our corporate governance framework reinforces our goal of building long-term value for shareholders.

Board Independence	▪ The Board has determined that all of our directors and nominees (other than James, Andrew and Jonathan Tisch) are independent under our independence standards and the New York Stock Exchange listing standards. ▪ Members of our Office of the President are our only management directors. ▪ Independent directors regularly hold executive sessions at Board meetings, which are chaired by our lead director.
Accountability to Shareholders	▪ All of our directors are elected annually. ▪ Our directors are elected by a majority voting standard in uncontested elections. ▪ Shareholders are invited to submit questions to our Chief Executive Officer and Chief Financial Officer on our quarterly earnings calls.
Board Composition and Evaluation	▪ Our Board consists of directors with a diverse mix of skills, experience and backgrounds. ▪ Our Board and Board committees undertake robust annual self-evaluations.
Board Committees	▪ We have four Board committees — Audit, Compensation, Nominating and Governance, and Executive. ▪ Each of our Audit, Compensation and Nominating and Governance Committees is composed entirely of independent directors.
Leadership Structure	▪ We have a separate Chief Executive Officer and Co-Chairmen of the Board. ▪ Our lead director is fully independent and empowered with broadly defined authorities and responsibilities. Our lead director is also Chairman of our Nominating and Governance Committee, which is responsible for developing our corporate governance principles.
Risk Oversight	▪ Our Board is responsible for risk oversight. It regularly reviews enterprise risk management and related policies, processes and controls, and oversees management in its assessment and mitigation of risk.
Director and Officer Stock Ownership	▪ Our non-employee directors are required to own shares of our stock having a value of at least three times their annual cash retainer. ▪ Our executive officers and directors as a group own a substantial percentage of our outstanding common stock. ▪ We only have a single class of common stock, which directly aligns the interests of our executive officers and directors with those of our other shareholders. ▪ We have an anti-hedging and pledging policy for directors and executive officers.
Compensation Governance	▪ Our fully independent Compensation Committee oversees all aspects of our executive compensation program. ▪ We have an annual shareholder advisory vote to approve named executive officer compensation. ▪ We have a clawback policy that allows for the recoupment of incentive compensation. ▪ We do not maintain employment agreements or agreements to pay severance upon a change in control with any of our executive officers. ▪ We structure a large majority of our executive officers’ compensation to be performance based.
Ethics and Corporate Responsibilities	▪ Our Code of Business Conduct and Ethics is disclosed on our website. ▪ We have an active and robust ethics and compliance program, which includes regular employee training.

4	Loews Corporation 2022 Proxy

Proposal No. 1: Election of Directors

Proposal No. 1:
Election of Directors

At the Annual Meeting, shareholders will vote to elect a Board of twelve directors to serve until the next annual meeting of shareholders and until their respective successors are duly elected and qualified. It is the intention of the persons named in the accompanying form of proxy, unless you specify otherwise, to vote for the election of the nominees named below, each of whom is a current director. Our Board has no reason to believe that any of the persons named will be unable or unwilling to serve as a director and each has agreed to be nominated in this Proxy Statement.

If any nominee is unable or unwilling to serve, we anticipate that either:

▪

proxies will be voted for the election of a substitute nominee or nominees recommended by our Nominating and Governance Committee and approved by our Board; or

▪

our Board will adopt a resolution reducing the number of directors constituting our full Board.

Director Nominating Process

In evaluating potential director nominees for recommendation to our Board, our Nominating and Governance Committee seeks individuals with exceptional talent and ability and experience from a wide variety of backgrounds to provide a diverse spectrum of experience and expertise relevant to a diversified business enterprise such as ours.

In identifying, evaluating and nominating individuals to serve as directors, our Board and its Nominating and Governance Committee do not rely on any preconceived diversity guidelines or rules. Rather, our Board and its Nominating and Governance Committee believe that Loews is best served by directors with a wide range of perspectives, professional experiences, skills and other individual qualities and attributes.

Although we have no minimum qualifications, a candidate should represent the interests of all shareholders, and not those of a special interest group, have a reputation for integrity and be willing to make a significant commitment to fulfilling the duties of a director.

Our Nominating and Governance Committee will screen and evaluate all recommended director nominees (including those validly proposed by shareholders) based on these criteria, as well as other relevant considerations. Further information regarding the process for a shareholder to recommend a director nominee can be found below under “Submissions of Nominations or Other Proposals for Our 2023 Annual Meeting” on p. 54. Our Nominating and Governance Committee will retain full discretion in considering its nomination recommendations to our Board.

Loews Corporation 2022 Proxy

Proposal No. 1: Election of Directors

Director Independence

Our Board has determined that the following directors, constituting a majority of our directors, are independent under our independence standards and the listing standards of the New York Stock Exchange: Ann E. Berman, Joseph L. Bower, Charles D. Davidson, Charles M. Diker, Paul J. Fribourg, Walter L. Harris, Philip A. Laskawy, Susan P. Peters and Anthony Welters. We refer to these directors in this Proxy Statement as our “independent directors.” Our Board considered all relevant facts and circumstances and applied the independence standards described below, which are consistent with New York Stock Exchange listing standards, in determining that none of our independent directors has any material relationship with us or our subsidiaries.

Our Board has established the following standards to determine director independence.

A director would not be considered independent if any of the following relationships exists:

▪

during the past three years the director has been an employee, or an immediate family member has been an executive officer, of Loews;

▪

the director or an immediate family member received, during any twelve-month period within the past three years, more than $120,000 in direct compensation from Loews, excluding director and committee fees, pension payments and certain forms of deferred compensation;

▪

the director is a current partner or employee or an immediate family member is a current partner of a firm that is Loews’s internal or external auditor, an immediate family member is a current employee of such a firm and personally works on the company’s audit or, within the last three years, the director or an immediate family member was a partner or employee of such a firm and personally worked on Loews’s audit within that time;

▪

the director or an immediate family member has at any time during the past three years been employed as an executive officer of another company where any of Loews’s present executive officers at the same time serves or served on that company’s compensation committee; or

▪

the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, Loews for property or services in an amount which, in any of the last three years, exceeded the greater of $1 million or 2% of the other company’s consolidated gross revenues.

6	Loews Corporation 2022 Proxy

Proposal No. 1: Election of Directors

Director Nominees

Information about each nominee for director and the nominee’s age, principal occupation during the past five years and individual qualifications and attributes are set forth below. Unless otherwise noted in this Proxy Statement, no entity related to a nominee is affiliated with Loews.

Ann E. Berman

AGE:
69

DIRECTOR SINCE:

2006

Retired advisor to the President of Harvard University. Ms. Berman is also a director of Immuneering Corporation and Renalytix plc. Ms. Berman was a director of Eaton Vance Corporation from 2006 to 2021 and of Cantel Medical Corp. from 2011 to 2021.

EXPERIENCE: Ms. Berman’s experience, including having served as Vice President of Finance and Chief Financial Officer of Harvard University, has provided her with a deep knowledge of the complex financial issues faced by large institutions such as Loews. In addition, her past service on the board of the Harvard Management Company, which oversees the management of Harvard’s endowment, gives her extensive experience in dealing with large and diverse investment portfolios such as those maintained by Loews and its subsidiaries. This knowledge and experience are valuable to our Board and qualify her to serve as one of the two financial experts on our Board’s Audit Committee.

Joseph L. Bower

AGE:
83

DIRECTOR SINCE:

2001

A faculty member of Harvard Business School from 1963 to 2014, Professor Bower has been the Donald K. David Professor Emeritus of Business Administration since 2014. Professor Bower is also a director of New America High Income Fund, Inc. He was a director of Anika Therapeutics, Inc. from 1993 to 2021.

EXPERIENCE: Professor Bower served as a Professor of Business Administration for over 55 years. For many years his scholarship has had a particular emphasis on corporate management, organization and leadership. His study and knowledge in this area serve to enhance our Board’s ability to fulfill its oversight responsibility with respect to Loews’s management.

Loews Corporation 2022 Proxy

Proposal No. 1: Election of Directors

Charles D. Davidson

AGE:
72

DIRECTOR SINCE:

2015

Venture Partner at Quantum Energy Partners, a private equity fund specializing in investments in energy businesses. Mr. Davidson served as Chief Executive Officer of Noble Energy Inc., an independent producer of oil and natural gas, from 2000 through 2014, and was Chairman of the Board of Noble until his retirement in 2015. Mr. Davidson was also a director, from 2016, and Chairman of the Board, from 2018, of Jagged Peak Energy, Inc. until 2020.

EXPERIENCE: Mr. Davidson has worked in the oil and gas industry for over 45 years, including as Chief Executive Officer of Noble. His extensive experience with oil and gas operations, as well as management of a large, complex, multinational organization, give him knowledge and insights that are valuable to our Board, particularly in overseeing the business of our energy industry subsidiary, Boardwalk Pipelines Partners, LP (Boardwalk Pipelines).

Charles M. Diker

AGE:
87

DIRECTOR SINCE:

2003

Chairman of Diker Management LLC, a registered investment adviser. Mr. Diker was a director, from 1985, and Chairman of the Board, from 1986, of Cantel Medical Corp. until 2021.

EXPERIENCE: Mr. Diker has had wide-ranging experience in the investment advisory field, as well as in the management or on the boards of several operating businesses. This combination of experiences as an investment professional and a key executive at operating companies is a valuable attribute Mr. Diker brings to our Board, particularly in light of Loews’s varied investment and business interests.

Paul J. Fribourg

AGE:
68

DIRECTOR SINCE:

1997

Lead Director

Chairman of the Board and Chief Executive Officer of Continental Grain Company, an international agribusiness and investment company. Mr. Fribourg is also a director of Estee Lauder Companies, Inc., Restaurant Brands International, Inc., and Bunge Limited. He was a director of Apollo Global Management, LLC from 2011 until 2018.

EXPERIENCE: Mr. Fribourg has had extensive and practical hands-on experience as the Chief Executive Officer of Continental Grain Company, a major industrial company with broad international operations. This background gives Mr. Fribourg particular insight into many of the business decisions that come before our Board.

8	Loews Corporation 2022 Proxy

Proposal No. 1: Election of Directors

Walter L. Harris

AGE:
70

DIRECTOR SINCE:

2004

From 2014 until 2019, President and Chief Executive Officer of FOJP Service Corporation, a provider of risk management services to hospitals, long-term care facilities and social service agencies in New York City, and Hospitals Insurance Company, a provider of insurance coverages and services to hospitals, long-term care facilities, physicians and healthcare professionals in New York State. Mr. Harris was Chairman of the Board of Directors of Watford Holdings Ltd. from 2014 until 2021.

EXPERIENCE: Mr. Harris has extensive experience and knowledge regarding the commercial insurance industry, which is particularly valuable to our Board in light of Loews’s significant interest in the insurance industry as represented by one of our principal subsidiaries, CNA.

Philip A. Laskawy

AGE:
80

DIRECTOR SINCE:

2003

Retired Chairman and Chief Executive Officer of Ernst & Young LLP, an international accounting firm. Mr. Laskawy is also a director of Henry Schein, Inc., Covetrus, Inc. and Lazard Ltd.

EXPERIENCE: Mr. Laskawy brings to our Board extensive knowledge of and skills in financial and accounting matters, having served as Chairman and Chief Executive Officer of one of the largest public accounting firms in the United States. This qualifies him to serve as one of the two financial experts on our Board’s Audit Committee. Mr. Laskawy’s knowledge and skills are especially valuable to our Board in understanding and dealing with complex financial and accounting issues.

Susan P. Peters

AGE:
68

DIRECTOR SINCE:

2018

Retired Senior Vice President of Human Resources of General Electric Company, a high-tech industrial company, a position which she held from 2013 until 2017. Ms. Peters is also a director of Hydrofarm Holdings Group, Inc.

EXPERIENCE: Ms. Peters’ experience during her 38-year career at General Electric, in which she held positions of increasing responsibility and which culminated in her serving as the chief human resources officer and a member of the senior leadership team, has provided her with deep domain expertise in talent management, operational optimization, executive compensation and leadership development at the highest level that serve our Board extremely well.

Loews Corporation 2022 Proxy

Proposal No. 1: Election of Directors

Andrew H. Tisch

AGE:
72

DIRECTOR SINCE:

1985

Retired member of the Office of the President, a position which he held from 1999 until 2021, and Co-Chairman of the Board and Chairman of the Executive Committee of the Board of Loews. Mr. Tisch is also a director of our subsidiary, CNA. He was a director of K12 Inc. from 2001 to 2017, Diamond Offshore Drilling, Inc. (Diamond Offshore) from 2011 to 2020 and the general partner of Boardwalk Pipelines from 2005 until 2021.

EXPERIENCE: Mr. Tisch’s long tenure as a member of Loews’s Office of the President and, before that, in a number of other executive positions, has provided him with broad knowledge of and insight into Loews, its operations and the businesses in which it is engaged, and has enabled him to be instrumental in providing our company with both strategic direction and operational oversight. His direct experience in managing Loews’s business, as well as his institutional knowledge, is of critical importance to our Board in fulfilling its responsibilities.

James S. Tisch

AGE:
69

DIRECTOR SINCE:

1986

President and Chief Executive Officer and a member of the Office of the President of Loews. Mr. Tisch is also a director of General Electric Company and our subsidiary, CNA. He was a director of Diamond Offshore from
1989 until 2021.

EXPERIENCE: Mr. Tisch has served as a member of Loews’s Office of the President since 1999 and, prior to that time, had served the company in a number of other executive positions, giving him extensive knowledge of Loews, its operations and the businesses in which it is engaged, and enabling him to be instrumental in providing our company with both strategic direction and day-to-day operational oversight. His direct experience in managing Loews’s business, as well as his institutional knowledge, is of critical importance to our Board in fulfilling its responsibilities.

10	Loews Corporation 2022 Proxy

Proposal No. 1: Election of Directors

Jonathan M. Tisch

AGE:
68

DIRECTOR SINCE:

1986

Member of the Office of the President and Co-Chairman of the Board of Loews, and Chairman and Chief Executive Officer of our subsidiary, Loews Hotels.

EXPERIENCE: Mr. Tisch has served as a member of Loews’s Office of the President since 1999 and, prior to that time, had served the company in a number of other executive positions. This experience has provided him with broad knowledge of and insight into Loews and its operations and businesses and has enabled him to be instrumental in providing our company with strategic direction and operational oversight. His direct experience in managing the Loews Hotels business, as well as his institutional knowledge, is of critical importance to our Board in fulfilling its responsibilities.

Anthony Welters

AGE:
67

DIRECTOR SINCE:

2013

Founder, Chairman and Chief Executive Officer, since 2021, of CINQ Care Inc., a physician-led, community-based ambulatory care delivery system that delivers whole person care in the home, whenever possible, to black and brown communities. Mr. Welters is also Executive Chairman, since 2014, of BlackIvy Group, LLC, which builds and grows commercial enterprises in Sub-Saharan Africa, including logistics and infrastructure solutions and businesses that serve the growing consumer class, and Co-Founder and Chairman, since 2017, of Somatus, Inc., a leading provider of value-based kidney solutions to payors, health systems and other organizations seeking alternatives to traditional fee for service dialysis. From 2002 until his retirement in 2016, Mr. Welters served in various senior executive positions at UnitedHealth Group Incorporated. Mr. Welters is also a director of the Carlyle Group and Gilead Sciences, Inc., and was a director of C.R. Bard, Inc. from 1999 to 2017.

EXPERIENCE: Mr. Welters’ experience as a senior executive at a large, complex health insurance company, as well as his service as a director of several public companies and his work with numerous educational and philanthropic organizations, give him a range of knowledge and skills that are extremely valuable to our Board.

Board diversity.

A number of institutional investors have requested the following disclosure: Two of our nine independent directors are female, and one of our independent directors is black.

Family Relationships.

James S. Tisch and Andrew H. Tisch are brothers. Jonathan M. Tisch is the cousin of James S. Tisch and Andrew H. Tisch.

Our Board recommends a vote FOR each of the nominees listed above to be elected as a director of our Company.

Loews Corporation 2022 Proxy

Board Governance Information

Board Governance Information

Corporate Governance

Effective corporate governance reinforces our goal of building long-term value for shareholders. Our governance principles are detailed in our Corporate Governance Guidelines, which are reviewed annually and updated as needed, including in response to evolving best practices and regulatory requirements. We also have a Code of Business Conduct and Ethics which applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer.

For more information on our governance practices and policies, please see “Corporate Governance Highlights” on p. 4 in the Proxy Summary section.

Governance Documents The following governance documents are available on our website in the “Investors/Media” section under “Governance” at www.loews.com and are available in print to any shareholder who requests a copy by writing to our Corporate Secretary:

▪ Corporate Governance Guidelines	▪ Compensation Committee Charter

▪ Code of Business Conduct and Ethics	▪ Nominating and Governance Committee Charter

▪ Audit Committee Charter

Board Leadership Structure

Our Board’s current leadership structure consists of two Co-Chairmen of the Board, Andrew H. Tisch and Jonathan M. Tisch, and a lead director, presently Paul J. Fribourg, who is also Chairman of our Board’s Nominating and Governance Committee. Loews’s Chief Executive Officer, James S. Tisch, does not currently serve in a formal leadership capacity on our Board.

Our Board believes that this structure provides input, guidance and leadership for the Board from both senior management and non-management directors, which assists the Board in effectively fulfilling its oversight role. Our Board also believes that the current exclusion of Loews’s Chief Executive Officer from its leadership structure helps to achieve an appropriate balance between the differing perspectives of management and non-management directors during the course of its proceedings.

The lead director plays an important role in our Board’s leadership structure. Non-management directors meet in executive session after each regular meeting of our Board. The lead director chairs these meetings of non-management directors. Our lead director also currently serves as Chairman of the Nominating and Governance Committee, the principal Board committee charged with responsibility for the Board’s leadership structure. In this dual role, the lead director facilitates the ability of non-management directors to fulfill their responsibilities and provides a structure for communicating any concerns that non-management directors may have directly to Loews’s senior management.

12	Loews Corporation 2022 Proxy

Board Governance Information

Board Committees

Our Board has a standing Audit Committee, Compensation Committee, Nominating and Governance Committee and Executive Committee.

The following table shows the current members and chairs of each of our Audit, Compensation and Nominating and Governance Committees and their primary responsibilities.

AUDIT

CHAIR: Walter Harris

OTHER MEMBERS:

Ann E. Berman Joseph L. Bower
Charles M. Diker Paul J. Fribourg
Philip A. Laskawy

2021 MEETINGS HELD: 8

Each of the members is an independent director and satisfies the additional independence and other requirements for Audit Committee members provided for in the listing standards of the New York Stock Exchange and the rules of the Securities and Exchange Commission.

Additionally, Ms. Berman and Mr. Laskawy have been designated as “audit committee financial experts” under the rules of the Securities and Exchange Commission.

PRIMARY ROLE

The Audit Committee assists our Board in fulfilling its responsibility to oversee:

▪ the integrity of our financial statements;

▪ our compliance with legal and regulatory requirements;

▪ the qualifications and independence of our independent auditors;

▪ the performance of our internal audit function and independent auditors;

▪ our systems of disclosure controls and procedures and internal controls over financial reporting;

▪ cybersecurity risk management; and

▪ compliance with ethical standards adopted by Loews.

Our Audit Committee has sole authority to appoint, retain, compensate, evaluate and terminate our independent auditors and to approve all engagement fees and terms for our independent auditors.

COMPENSATION

CHAIR: Joseph L. Bower

OTHER MEMBERS:

Charles D. Davidson Charles M. Diker
Paul J. Fribourg Susan P. Peters

2021 MEETINGS HELD: 3

Each of the members is an independent director and satisfies the additional independence requirements for Compensation Committee members provided for in the listing standards
of the New York Stock Exchange and the
rules of the Securities and Exchange Commission.

PRIMARY ROLE

The Compensation Committee assists our Board in discharging its responsibilities relating to compensation of our executive officers. These responsibilities include:

▪ reviewing our general compensation philosophy for executive officers;

▪ overseeing the development and implementation of executive compensation programs;

▪ reviewing compensation levels, including incentive and equity-based compensation, for executive officers, directors and Board committee members; and

▪ reviewing our management succession planning.

Our Compensation Committee determines and approves compensation for our executive officers and administers our incentive and equity-based compensation plans.

Loews Corporation 2022 Proxy

Board Governance Information

NOMINATING AND GOVERNANCE COMMITTEE

CHAIR: Paul J. Fribourg

OTHER MEMBERS:

Joseph L. Bower Anthony Welters
Walter L. Harris

2021 MEETINGS HELD: 2

Each of the members is an independent director.

PRIMARY ROLE

The Nominating and Governance Committee identifies individuals qualified to become members of our Board and recommends to our Board a slate of director nominees for election at our annual meetings of shareholders. It also recommends directors for membership on our Board committees.

The Nominating and Governance Committee also develops and recommends to our Board a set of corporate governance principles, which are detailed in our Corporate Governance Guidelines.

Executive Sessions of Independent Directors

Our independent directors meet in regular executive sessions without management participation. Paul J. Fribourg, who serves as our lead director, presides at these meetings.

Director Attendance at Meetings

During 2021, there were thirteen meetings of our Board, eight meetings of our Audit Committee, three meetings of our Compensation Committee and two meetings of our Nominating and Governance Committee. During 2021, each of our directors attended at least 75% of the total number of meetings of our Board and committees of our Board on which that director served. Our Board encourages all directors to attend our annual meetings of shareholders. All of our directors attended our 2021 annual meeting of shareholders.

14	Loews Corporation 2022 Proxy

Board Governance Information

Board Oversight of Risk Management

Our Board recognizes the importance of understanding, evaluating and, to the extent practicable, managing enterprise risk to the financial health of Loews and its business enterprises.

BOARD
Our Board is responsible for overseeing management in its efforts to systematically identify, assess and manage the principal risks facing us and our subsidiaries, and implement policies and practices that promote a culture that actively balances risk and reward. Our Board exercises this responsibility, and evaluates our risk management practices, through its Board and Committee meetings, during which it hears reports on, and actively discusses, a variety of risk management matters. In addition, our Board regularly formally reviews our enterprise risk management framework.

LEAD INDEPENDENT DIRECTOR		AUDIT COMMITTEE

MANAGEMENT
Our management team is responsible for assessing and managing our various exposures to risk on a day-to-day basis, including the creation of appropriate risk management programs and policies to help determine how best to identify, manage and mitigate risks. Management is supported in these efforts by the groups described below. Management regularly reports to our Board and Audit Committee, including through executive sessions chaired by the lead director, on a variety of risk management matters.
Risk Council Chair: Chief Financial Officer Other Members: Representatives of Various Functional Areas	The Risk Council assists Loews’s management in developing and implementing our enterprise risk management framework, including reviewing the strategies, policies, procedures and systems established by our and our subsidiaries’ management teams to identify, assess and manage the material risks facing us and our subsidiaries.
ESG Working Group Chair: Chief Financial Officer Other Members: Representatives of Various Functional Areas	The ESG Working Group helps Loews’s management develop risk management and external reporting strategies with respect to environmental, social and governance matters.
Cyber Risk Committee Chair: Senior IT Leadership Other Members: Representatives of Various Functional Areas	The Cyber Risk Committee helps Loews’s management evaluate and manage cybersecurity related risks across the Loews enterprise.
Business Continuity Working Group Co-Chairs: Senior IT and Corporate Communications Leadership Other Members: Representatives of Various Functional Areas	The Business Continuity Working Group helps Loews’s management plan and prepare to be able to operate our critical business functions during emergency events, such as the COVID-19 pandemic.

Loews Corporation 2022 Proxy

Board Governance Information

Share Ownership Guidelines for Directors

Our Board has adopted minimum share ownership guidelines for directors who are not employees or officers of Loews. Under these guidelines, each non-management director is required to own shares having a value (determined as of the time the shares are acquired) of at least three times the annual cash retainer payable to directors (which is currently $100,000 per year). Newly elected directors have until the date of the third annual meeting after they were first elected to accumulate the requisite shares. Shares owned by immediate family members or in certain trusts and unissued shares underlying restricted stock units are counted toward satisfying the requirement. Our Nominating and Governance Committee, or the committee chair acting by delegated authority, has the authority to grant exceptions to the guidelines for hardship reasons.

Director Compensation

During 2021, each of our non-management directors received a cash retainer of $25,000 per quarter and 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.

All of our directors are reimbursed for reasonable expenses incurred in connection with attending board of director and committee meetings.

Our non-management directors may elect to defer some or all of their cash and equity compensation.

The following table shows information regarding the compensation of our non-management directors during the year ended December 31, 2021.

Name	Fees Earned or Paid in Cash	Stock Awards	⁽¹⁾	Option/SAR Awards	⁽²⁾	Total
Ann E. Berman	$125,000	$100,000		$0		$225,000
Joseph L. Bower	165,000	100,000		0		265,000
Charles D. Davidson	110,000	100,000		0		210,000
Charles M. Diker	135,000	100,000		0		235,000
Paul J. Fribourg	185,000	100,000		0		285,000
Walter L. Harris	175,000	100,000		0		275,000
Philip A. Laskawy	125,000	100,000		0		225,000
Susan P. Peters	110,000	100,000		0		210,000
Anthony Welters	110,000	100,000		0		210,000

(1)

These amounts represent the grant date fair value of RSUs, calculated in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. At December 31, 2021, the aggregate number of RSUs outstanding for each non-management director was 1,725.

(2)

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, 2021, the aggregate number of SAR awards outstanding for each non-management director was as follows: Ann E. Berman, 36,000; Joseph L. Bower, 36,000; Charles D. Davidson, 9,000; Charles M. Diker, 36,000; Paul J. Fribourg, 36,000; Walter L. Harris, 36,000; Philip A. Laskawy, 36,000; Susan P. Peters, 0; and Anthony Welters, 20,250.

16	Loews Corporation 2022 Proxy

Board Governance Information

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 Committee’s 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 such 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 2021 related party transactions:

Andrew H. Tisch, James S. Tisch and Jonathan M. Tisch 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 2021 in connection with this aircraft travel was $930,447.

Alexander Tisch, son of Andrew H. Tisch, is employed as a Vice President of Loews and as President of Loews Hotels. Alexander Tisch earned cash compensation (including bonus) of $1,377,980 in 2021 and participated in benefit programs available to salaried employees generally. In February 2021, he was granted 7,460 restricted stock units under our Incentive Compensation Plan.

Benjamin Tisch, son of James S. Tisch, is employed as a Vice President of Loews. Benjamin Tisch earned cash compensation (including bonus) of $1,265,000 for 2021 and participated in benefit programs available to salaried employees generally. In February 2021, he was granted 7,460 restricted stock units under our Incentive Compensation Plan.

Loews Corporation 2022 Proxy

Stock Ownership

Stock Ownership

Principal Shareholders

The following table shows certain information about all persons who, to our knowledge, were the beneficial owners of 5% or more of our common stock as of March 15, 2022 (unless otherwise indicated). All shares reported were owned beneficially by the persons indicated unless otherwise indicated below.

Name and Address	Amount Beneficially Owned	Percent of Class
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	22,823,409⁽¹⁾	9.0%
T. Rowe Price Associates, Inc. 100 E. Pratt Street Baltimore, MD 21202	19,515,531⁽²⁾	7.6%
James S. Tisch c/o Barry L. Bloom 655 Madison Avenue, 11th Floor New York, NY 10065	17,015,466⁽³⁾	6.9%
JPMorgan Chase & Co. 383 Madison Avenue New York, NY 10179	16,617,210⁽⁴⁾	6.5%
Andrew H. Tisch c/o Barry L. Bloom 655 Madison Avenue, 11th Floor New York, NY 10065	15,918,650⁽⁵⁾	6.5%
BlackRock, Inc. 55 East 52nd Street New York, NY 10055	14,619,153⁽⁶⁾	5.8%

(1)

This information is based on a Schedule 13G report filed on February 10, 2022 by The Vanguard Group (Vanguard). According to the report, Vanguard has shared voting power with respect to 320,218 shares, sole investment power with respect to 22,010,468 shares and shared investment power with respect to 812,941 shares. Vanguard provides investment management services through mutual funds to our Employee Savings Plan and our non-qualified deferred compensation plans. Fees for these services are incorporated into the fund NAV and fully disclosed as a fund expense included in the fund’s expense ratio. As a result, these fees are paid by participants and not by us. Fees fluctuate based on participants’ allocation decisions. Fees paid to Vanguard for these investment management services are reviewed by the benefits committee administering our retirement plans.

(2)

This information is based on a Schedule 13G report filed on February 14, 2022 by T. Rowe Price Associates, Inc. (T. Rowe Price). According to the report, T. Rowe Price has sole voting power with respect to 7,953,650 shares and sole investment power with respect to 19,515,531 shares. T. Rowe Price provides recordkeeper and administration services for our Employee Savings Plan. Fees for these services are paid on a quarterly basis by participants and not by us. In addition, T. Rowe Price provides investment management services through mutual funds to our Employee Savings Plan and our non-qualified deferred compensation plans. Fees for these services are incorporated into the fund NAV and fully disclosed as a fund expense included in the fund’s expense ratio. As a result, these fees are paid by participants and not by us. Fees fluctuate based on participants’ allocation decisions. All fees paid to T. Rowe Price are reviewed by the benefits committee administering our retirement plans.

(3)

The amount beneficially owned includes: 11,457,441 shares held by trusts of which he is trustee; 4,306,296 shares held by his wife or trusts of which his wife is trustee; 985,000 shares held by a charitable foundation of which he is a director; 56,591 shares issuable upon the exercise of SARs that are currently exercisable; and 46,388 shares underlying vested RSUs of which he deferred receipt that could be delivered to him within 60 days of March 15, 2022 if his service with the company terminated during that time. He has sole voting and investment power with respect to 11,621,191 shares and shared voting and investment power with respect to 5,291,296 shares.

(4)

This information is based on a Schedule 13G report filed on January 12, 2022 by JPMorgan Chase & Co. (JPMorgan). According to the report, JPMorgan has sole voting power with respect to 16,622,605 shares, sole dispositive power with respect to 16,607,355 shares and shared dispositive power with respect to 5,225 shares. From time to time, we and our subsidiaries have had banking relationships with JPMorgan.

(5)

The amount beneficially owned includes: 14,832,391 shares held by trusts of which he is trustee; 955,000 shares held by a charitable foundation of which he is a director; 56,591 shares issuable upon the exercise of SARs that are currently exercisable; 74,054 shares underlying vested RSUs of which he deferred receipt that are deliverable to him within 60 days of March 15, 2022 in connection with his retirement on December 31, 2021 (subject to the six-month delay required under Section 409A of the Internal Revenue Code); and 614 shares underlying unvested RSUs that will vest within 60 days of March 15, 2022. He has sole voting and investment power with respect to 14,832,391 shares and shared voting and investment power with respect to 955,000 shares.

(6)

This information is based on a Schedule 13G report filed on February 1, 2022 by BlackRock, Inc. (BlackRock). According to the report, BlackRock has sole voting power with respect to 12,346,951 shares and sole dispositive power with respect to 14,619,153 shares.

18	Loews Corporation 2022 Proxy

Stock Ownership

Director and Officer Holdings

The following table shows certain information, as of March 15, 2022, regarding the shares of our common stock beneficially owned by each director and nominee, each executive officer named in the Summary Compensation Table and all of our executive officers and directors as a group, based on data furnished by them.

Name	Amount Beneficially Owned	^{^{(1) (2)}}	Percent of Class
Ann E. Berman	24,478	⁽³⁾	*
Joseph L. Bower	33,156	⁽⁴⁾	*
Charles D. Davidson	27,050	⁽⁵⁾	*
Charles M. Diker	27,449	⁽⁶⁾	*
David B. Edelson	79,485	⁽⁷⁾	*
Paul J. Fribourg	24,478	⁽⁸⁾	*
Walter L. Harris	30,449	⁽⁹⁾	*
Philip A. Laskawy	29,198	⁽¹⁰⁾	*
Susan P. Peters	8,955	⁽¹¹⁾	*
Kenneth I. Siegel	6,993		*
Andrew H. Tisch	15,918,650	⁽¹²⁾	6.5%
James S. Tisch	17,015,466	⁽¹³⁾	6.9%
Jonathan M. Tisch	9,942,451	⁽¹⁴⁾	4.0%
Anthony Welters	16,268	⁽¹⁵⁾	*
All executive officers and directors as a group (16 persons including those listed above)	43,260,993	⁽¹⁶⁾	17.5%

Represents less than 1% of the outstanding shares.

(1)

Except as otherwise indicated, the persons listed as beneficial owners of the shares have sole voting and investment power with respect to those shares.

(2)

The number of shares included for shares issuable upon the exercise of SARs granted under our Stock Option Plan is the number of shares each person would have received had such person exercised his or her SARs, based on the fair market value per share of $61.75 for our common stock, calculated under the terms of our Stock Option Plan, on March 15, 2022.

(3)

Includes: (i) 10,816 shares issuable upon the exercise of SARs that are currently exercisable; (ii) 11,937 shares underlying vested RSUs of which the director deferred receipt that could be delivered to the director within 60 days of March 15, 2022 if the director’s service as a director terminated during that time; and (iii) 1,725 shares underlying unvested RSUs that will vest within 60 days of March 15, 2022.

(4)

Includes: (i) 10,816 shares issuable upon the exercise of SARs that are currently exercisable; (ii) 7,828 shares underlying vested RSUs of which the director deferred receipt that could be delivered to the director within 60 days of March 15, 2022 if the director’s service as a director terminated during that time; and (iii) 1,725 shares underlying unvested RSUs that will vest within 60 days of March 15, 2022.

(5)

Includes: (i) 3,417 shares issuable upon the exercise of SARs that are currently exercisable; and (ii) 1,725 shares underlying unvested RSUs that will vest within 60 days of March 15, 2022.

(6)

Includes: (i) 10,816 shares issuable upon the exercise of SARs that are currently exercisable; and (ii) 1,725 shares underlying unvested RSUs that will vest within 60 days of March 15, 2022.

(7)

Includes: (i) 42,443 shares issuable upon the exercise of SARs that are currently exercisable; and (ii) 1,673 shares underlying vested RSUs of which the officer deferred receipt that could be delivered to the officer within 60 days of March 15, 2022 if his service with the company terminated during that time. In addition, Mr. Edelson owns beneficially 2,000 shares of CNA.

(8)

(9)

Includes: (i) 10,816 shares issuable upon the exercise of SARs that are currently exercisable; and (ii) 1,725 shares underlying unvested RSUs that will vest within 60 days of March 15, 2022. In addition, Mr. Harris owns beneficially 1,830 shares of CNA.

(10)

Includes: (i) 10,816 shares issuable upon the exercise of SARs that are currently exercisable; (ii) 3,292 shares underlying vested RSUs of which the director deferred receipt that could be delivered to the director within 60 days of March 15, 2022 if the director’s service as a director terminated during that time; (iii) 1,725 shares underlying unvested RSUs that will vest within 60 days of March 15, 2022; and (iv) 6,000 shares owned beneficially by Mr. Laskawy’s wife.

Loews Corporation 2022 Proxy

Stock Ownership

(11)

Includes: (i) 5,271 shares underlying vested RSUs of which the director deferred receipt that could be delivered to the director within 60 days of March 15, 2022 if the director’s service as a director terminated during that time; and (ii) 1,725 shares underlying unvested RSUs that will vest within 60 days of March 15, 2022.

(12)

Includes: (i) 56,591 shares issuable upon the exercise of SARs that are currently exercisable; (ii) 74,054 shares underlying vested RSUs of which Mr. Andrew Tisch deferred receipt that are deliverable to him within 60 days of March 15, 2022 in connection with his retirement on December 31, 2021 (subject to the six-month delay required under Section 409A); (iii) 614 shares underlying unvested RSUs that will vest within 60 days of March 15, 2022; (iv) 14,832,391 shares held by trusts of which Mr. Andrew Tisch is trustee; and (v) 955,000 shares held by a charitable foundation as to which Mr. Andrew Tisch has shared voting and investment power. In addition, Mr. Andrew Tisch is the managing trustee and beneficiary of a trust that owns beneficially 106,100 shares of CNA.

(13)

Includes: (i) 56,591 shares issuable upon the exercise of SARs that are currently exercisable; (ii) 46,388 shares underlying vested RSUs of which Mr. James Tisch deferred receipt that could be delivered to him within 60 days of March 15, 2022 if his service with the company terminated during that time; (iii) 11,457,441 shares held by trusts of which Mr. James Tisch is trustee; (iv) 985,000 shares held by a charitable foundation as to which Mr. James Tisch has shared voting and investment power; and (v) 4,306,296 shares held by his wife or trusts of which his wife is trustee as to which Mr. James Tisch has shared voting and investment power. In addition, Mr. James Tisch is also the managing trustee and beneficiary of a trust that owns beneficially 106,100 shares of CNA.

(14)

Includes: (i) 56,591 shares issuable upon the exercise of SARs that are currently exercisable; (ii) 9,383,932 shares held by trusts of which Mr. Jonathan Tisch is trustee; (iii) 251,928 shares held by a charitable foundation as to which Mr. Jonathan Tisch is the sole trustee; and (iv) 250,000 shares held by a charitable foundation as to which Mr. Jonathan Tisch has shared voting and investment power.

(15)

Includes: (i) 6,669 shares issuable upon the exercise of SARs that are currently exercisable; (ii) 2,150 shares underlying vested RSUs of which the director deferred receipt that could be delivered to the director within 60 days of March 15, 2022 if the director’s service as a director terminated during that time and (ii) 1,725 shares underlying unvested RSUs that will vest within 60 days of March 15, 2022.

(16)

Includes 313,753 shares issuable upon the exercise of SARs that are currently exercisable.

20	Loews Corporation 2022 Proxy

Proposal No. 2: Advisory Resolution to Approve Executive Compensation

Proposal No. 2:
Advisory Resolution to Approve Executive Compensation

As required by Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”) and pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), we provide our shareholders with an annual advisory vote to approve named executive officer compensation. This advisory vote, commonly known as a “say-on-pay” vote, is a non-binding vote on the compensation paid to our named executive officers as disclosed under the heading “Executive Compensation” beginning on page 22 of this Proxy Statement.

Our executive compensation program is designed to attract, motivate and retain highly qualified executives who are able to help achieve the company’s objectives and create shareholder value over the long term. Our executive compensation programs and objectives are described in detail under the heading “Compensation Discussion and Analysis” and the level of compensation paid to our named executive officers during the last three years is set out in the Summary Compensation Table and related information. Our Compensation Committee believes that our executive compensation program is effective in achieving our objectives.

This advisory vote to approve named executive officer compensation is not binding on our Board. However, the Board values our shareholders’ input and will take into account the result of the vote when determining future executive compensation arrangements.

Accordingly, our Board recommends a vote FOR the following resolution:

“RESOLVED, that the shareholders approve, on an advisory basis, the compensation paid to the company’s named executive officers as disclosed under the heading “Executive Compensation” in the Proxy Statement for the 2022 Annual Meeting of Shareholders.”

Loews Corporation 2022 Proxy

Executive Compensation

Executive Compensation

Compensation Discussion
and Analysis

Executive Summary

This Compensation Discussion and Analysis contains information about the compensation we pay to our executive officers whose compensation is required to be disclosed in the Executive Compensation tables that follow under Securities and Exchange Commission rules (“named executive officers”).

Our Named Executive Officers for 2021 were:
James S. Tisch	David B. Edelson^*	Andrew H. Tisch^**	Jonathan M. Tisch	Kenneth I. Siegel
President and Chief Executive Officer, Office of the President	Senior Vice President and Chief Financial Officer	Office of the President, Co-Chairman of the Board, Chairman of the Executive Committee	Office of the President, Co-Chairman of the Board, Loews Corporation; Chairman and Chief Executive Officer, Loews Hotels	Senior Vice President

*David B. Edelson has informed us that he will resign as our Chief Financial Officer on May 10, 2022, and as Senior Vice President on June 30, 2022. He will remain a senior advisor after June 30, 2022. Jane Wang, currently a Vice President, will succeed him as Senior Vice President and Chief Financial Officer.

**Andrew H. Tisch retired from his executive duties and the Office of the President on December 31, 2021. He continues to serve on our Board as Co-Chairman and Chairman of the Executive committee.

Who We are

Loews Corporation is a holding company. We own significant interests in a diverse portfolio of businesses, including:

CNA Financial Corporation is a property and casualty insurer
(89.6% ownership interest)

Boardwalk Pipelines is a provider of natural gas and liquids transportation and storage services
(100% ownership interest)

Loews Hotels is an operator and manager of hotels
(100% ownership interest)

Altium Packaging is a manufacturer of rigid plastic packaging

(52.7% ownership interest)*

* Following our sale of 47% of Altium Packaging on April 1, 2021 to affiliates of GIC, Singapore’s sovereign wealth fund, Altium Packaging was deconsolidated from our financial statements and our investment in Altium Packaging is now accounted for under the equity method of accounting.

In addition, we had approximately $3.4 billion of cash and investments at the holding company level as of December 31, 2021.

22	Loews Corporation 2022 Proxy

Executive Compensation

Our primary function is to allocate our capital in ways that drive long-term value creation and returns for our shareholders. To do this we make decisions related to investments in our subsidiaries, repurchases of our shares, acquisitions and dispositions of subsidiaries and prudent investment of our cash and investment assets.

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 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:

▪

Motivating superior long-term financial performance and the creation of shareholder value over the long term;

▪

Discouraging unreasonable risk taking;

▪

Aligning compensation with our long-term strategy and focus and the interests of our shareholders;

▪

Providing market-competitive compensation;

▪

Avoiding excessive compensation; and

▪

Attracting and retaining high-caliber executive talent.

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 2021, 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:

▪

the Compensation Committee’s ability to exercise negative discretion in determining cash incentive compensation;

▪

setting what we believe to be reasonable, but achievable, performance targets for both cash incentive compensation and stock-based awards; and

▪

generally not paying cash incentive compensation in excess of pre-established target levels set by the Compensation Committee.

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.

Loews Corporation 2022 Proxy

Executive Compensation

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 our performance-based Incentive Compensation Plan. 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 Compensation 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 and benchmarking information regarding executive compensation paid by comparably sized 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 individual’s 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.

EXECUTIVE COMPENSATION RESPONSE TO COVID-19

The COVID-19 pandemic, particularly in 2020, significantly affected the global economy, including certain of the industries in which our subsidiaries operate. The hospitality industry, in which Loews Hotels & Co operates, was particularly strained. In response to the pandemic’s impact on Loews Hotels & Co team members, and to demonstrate their leadership and dedication to Loews, each of James, Andrew and Jonathan Tisch voluntarily agreed to forego 50% of his base salary from April 1, 2020 through December 31, 2020 and 50% of any annual cash incentive compensation award for the 2020 performance year earned under our Incentive Compensation Plan.

2021 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 2021.

CEO

Base Salary

16.7%

Cash Incentive Compensation

67.8%

Stock-Based Awards

15.5%

Incentive Compensation: 83.3%

OTHER NEOs

Base Salary

18.0% – 20.6%

Cash Incentive Compensation

60.3% – 68.9%

Stock-Based Awards

13.1% – 19.0%

Incentive Compensation: 79.4% – 82.0%

24	Loews Corporation 2022 Proxy

Executive Compensation

Say on Pay Vote

At our 2021 annual meeting of shareholders, 92% of the shares voted approved, on an advisory basis, our executive compensation program. We believe this result represents a strong endorsement of our executive compensation philosophy and practices.

Say on pay vote approval

In the last five years, we received an average approval of approximately 92% in our annual advisory vote of shareholders on our executive compensation program.

Compensation Governance

We are committed to good compensation governance and design and administer our executive compensation program to be consistent with our business goals and in the best interests of our shareholders. In that regard, we:

▪

maintain a fully independent Compensation Committee, which oversees all aspects of our executive compensation and monitors, reviews and approves all executive compensation decisions;

▪

structure our cash incentive compensation awards to executive officers so that the Compensation Committee may exercise negative discretion over these awards;

▪

structure our executive officers’ stock-based compensation to be performance-based;

▪

have a clawback policy that allows for the recoupment of incentive compensation;

▪

do not have employment agreements with, or guarantee compensation to, any of our executive officers;

▪

do not maintain agreements with any of our executive officers to pay severance upon a change in
control; and

▪

conduct an annual advisory vote of shareholders on our executive compensation practices. We have received a large majority advisory vote in favor of our executive pay program every year since implementing this vote.

Compensation Program Structure and Process

The principal components of compensation for our named executive officers are:

▪

base salary;

▪

performance-based cash incentive compensation awards;

▪

performance-based stock-based awards; and

▪

retirement, medical and related benefits.

Each year, our Chief Executive Officer, after consulting with the other members of the Office of the President and our Vice President, Human Resources, reviews with the Compensation Committee the performance of each named executive officer and each other executive officer, and makes a recommendation to the Compensation Committee with respect to their annual compensation, including the setting of

Loews Corporation 2022 Proxy

Executive Compensation

parameters for cash incentive compensation awards and stock-based awards. The Compensation Committee then meets in executive session without the Chief Executive Officer present and makes the final determination regarding the compensation for our Chief Executive Officer and each of the other named executive officers, as well as our other executive officers. The other named executive officers do not play any role in their own compensation determination other than discussing their performance with the Chief Executive Officer, and neither our Chief Executive Officer nor any other executive officer participates in the Compensation Committee’s final deliberations on compensation matters.

Base Salary

The Compensation Committee has established the base salary for each of our named executive officers at approximately $1 million per year for at least the last ten years. Historically, this reflected the impact of provisions of the Internal Revenue Code that limited the amount of non-performance-based compensation we were able to deduct for federal income tax purposes to $1 million for certain of the named executive officers. While these provisions are no longer applicable, the base salary established for each of our named executive officers in 2021 remained approximately $1 million as the relative lower weight of base salary to performance-based compensation is consistent with the Compensation Committee’s belief that performance-based compensation should be the greater part of the compensation of each of our named executive officers.

Cash incentive compensation awards

The largest portion of the compensation earned by our named executive officers in 2021 came from cash awards under our Incentive Compensation Plan. This element of our compensation program ensures that a significant portion of each executive’s annual compensation is dependent on Loews’s annual achievement of a metric that we call “performance-based income.”

Defining Performance-based Income

Performance-based income is defined in our Incentive Compensation Plan as our consolidated net income as adjusted by the Compensation Committee under the terms of our Incentive Compensation Plan to account for specific factors that may impact our business, but which the Compensation Committee deems reasonable and appropriate to exclude or include in determining performance for incentive compensation purposes.

Process of Establishing Annual Incentive Compensation Awards

STEP 1

Establish annual performance bonus pool

First quarter of each year

First, the Compensation Committee establishes an annual performance bonus pool expressed as a percentage of our performance-based income for that year.

The performance bonus pool is not an expectation of the bonus amounts that will, in fact, be paid; rather, it sets the outer limit of compensation that can be paid to all executive officers in our incentive compensation program for the year.

The Committee allocates a portion of the performance bonus pool to each of the named executive officers and other executive officers who participate in the incentive compensation program.

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STEP 2	Establish Target Award	First quarter of each year
Then, the Compensation Committee establishes a target award (expressed as a dollar amount) for each participant, based on, among other things, an assessment of the individual’s expected performance.
The intention is that the incentive compensation award will not exceed the target award (even if the portion of the performance bonus pool allocated to a participant is in excess of the established target), except based on the Compensation Committee’s discretion.

STEP 3	Establish Maximum Award	First quarter of each year
Next, the Compensation Committee establishes a maximum award (expressed as a dollar amount) for each participant, to cap the amount in excess of the target that the Committee may in its discretion award any participant.
A participant’s award cannot exceed the portion of the performance bonus pool allocated to the participant, and also cannot exceed the maximum award amount established by the Committee. In addition, it has been the practice of the Compensation Committee to retain negative discretion in the payment of awards, which allows the Committee to reduce or eliminate any award at its discretion.

STEP 4	Define Performance-based Income	First quarter of each year
The Compensation Committee determines what adjustments should be made to our consolidated net income for the year to account for factors that it believes would not be appropriate to include when determining performance for incentive compensation purposes.
However, by reserving the ability to exercise negative discretion to reduce an award otherwise earned, the Committee retains the ability to take into account these excluded items and other factors it deems relevant.

STEP 5

Calculate Performance-based Income and Conduct Participant Performance Assessment

First quarter of following year

After the fiscal year ends, the amount of performance-based income earned for the year is determined.
Once this has been determined, the Compensation Committee reviews and re-assesses each participant’s performance in the context of our financial performance and seeking to achieve the goals of our compensation philosophy.

Based upon this review and re-assessment, the Committee awards incentive compensation out of each executive’s pre-allocated percentage of the performance bonus pool.

The Committee, in its discretion, determines whether to award incentive compensation that meets or exceeds the target award (up to the maximum award established for that individual) or that is lower than the target award. Historically, the Committee has exercised its negative discretion to limit awards paid to the pre-established target amounts.

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How We Determined the Performance Bonus Pool for 2021 Incentive Compensation

For 2021, the Compensation Committee established at the beginning of 2021 a performance bonus pool of 4.5% of performance-based income, which it determined was an appropriate level to recognize the performance of plan participants, which include our named executive officers and other executive officers.

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 Committee’s 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 2021 of target levels and absolute maximum amounts for each named executive officer and each other executive officer participating in our incentive compensation program.

In allocating the performance bonus pool and establishing the target and maximum awards for each named executive officer, the Compensation Committee took into account:

▪

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;

▪

the individual’s duties, past and expected performance of those duties and compensation history; and

▪

our goals of increasing shareholder value over the long term.

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 Loews’s consolidated net income and the individual’s performance.

For each named executive officer, other than the Chief Executive Officer, the Compensation Committee also took into account the recommendations of the Chief Executive Officer. The 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.

2021 NEO Target and Maximum Awards and Bonus Pool Allocation

The 2021 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 2021 as follows:

Name	Share of 4.5% Bonus Pool Allocated			Target Award		Maximum Award
James S. Tisch		18.5	%		$3,950,000		$5,000,000
David B. Edelson		17.5			3,725,000		4,750,000
Andrew H. Tisch		13.4			2,850,000		4,000,000
Jonathan M. Tisch		15.1			3,225,000		4,500,000
Kenneth I. Siegel		16.9			3,600,000		4,500,000

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2021 Adjustments to Consolidated Net Income and Rationale

The Compensation Committee determined in the first quarter of 2021 that net income should be adjusted to determine performance-based income for 2021 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.

Adjustment identified in first quarter 2021	Rationale for exclusion
The effect of accounting changes	This item was excluded because: • by its nature it is not a cash item; • it is not within the control of the company or any named executive officer; and • it has the possibility of increasing or decreasing net income in ways that may not be predictable when performance-based income is established.
Net losses attributed to the impairment of goodwill or long-lived assets	This item was excluded because: • it is not a cash item; • under generally accepted accounting principles, goodwill and long-lived assets are accounted for using an impairment-based model under which the carrying value is subject to reduction, resulting in charges to income, based on a decline in fair value, but the carrying value cannot be increased in subsequent periods if fair values rise; and • doing so encourages management to approach impairment decisions objectively and impartially.
Any net income or loss relating to net reserve strengthening and/or adverse dividend or premium development for accident years prior to 2000, and/or any favorable or unfavorable income statement impact of applying retroactive reinsurance accounting in connection with any and all CNA loss portfolio transfers	From time to time, CNA enters into loss portfolio transfer transactions. For instance, in 2010, CNA completed a retroactive reinsurance transaction under which it ceded substantially all of its legacy asbestos and environmental pollution liabilities to a reinsurer, subject to an aggregate limit of $4 billion. Additionally, in 2021, CNA ceded certain legacy excess workers’ compensation liabilities to a reinsurer. The Compensation Committee determined that any income statement impact of applying retroactive reinsurance accounting relating to loss portfolio transfer transactions should not be considered when measuring current performance. Moreover, the Compensation Committee determined that any net income or loss relating to net reserve strengthening or adverse dividend or premium development for accident years prior to 2000 should not be considered when measuring current performance.
Any net income or loss relating to net reserve strengthening for CNA’s long-term care or benefit settlement option liabilities or relating to a disposition (or proposed disposition), a loss portfolio transfer or other transaction that is intended to fix or limit CNA’s exposure to its run-off Life & Group business	CNA’s individual and group long-term care businesses are in run-off and its payout annuity business was in run-off prior to its disposition in 2014. The Compensation Committee determined that any income statement impact from net reserve strengthening for CNA’s long-term care or benefit settlement option liabilities or a transaction that is intended to fix or limit CNA’s exposure to its run-off Life & Group business should not be taken into account in measuring current performance.
Investment gains and losses	The Compensation Committee decided to exclude investment gains and losses because the decision to realize a gain or a loss can be a discretionary decision. Accordingly, any implication that an individual could be wrongly motivated in taking or failing to take a gain or loss in an effort to impact consolidated net income would be removed.

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Adjustment identified in first quarter 2021	Rationale for exclusion
Catastrophe losses of CNA in excess of, but not less than, CNA’s budgeted amount	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.
Any net income or loss relating to the disposition, by judgment or settlement, of litigation that is not related to the operations of the company’s continuing consolidated subsidiaries	The company’s ownership interests in its subsidiaries change from time to time and the company and its current and former subsidiaries are from time to time parties to litigation. For instance, the company and certain of its Boardwalk Pipelines-related subsidiaries are defendants in litigation relating to the company’s 2018 acquisition of the Boardwalk Pipelines limited partnership units not already owned by the company’s affiliates. The Compensation Committee determined that any net income or loss relating to the disposition of litigation such as this matter should not be considered when measuring current performance.
Any net income or loss attributable to changes in deferred income tax assets and liabilities resulting from a change in income tax rates in 2021	Several of Loews’s 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 Loews’s 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 company’s control, and the resulting impact on net income and loss would not be a suitable indication of performance.
Any gain or loss on disposal of discontinued operations (but not income from operations of the discontinued operations)	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.

For 2021, performance-based income ultimately amounted to $1,211 million compared to consolidated net income of $1,578 million.

Performance-based stock-based awards

The third principal element of our compensation program for named executive officers and other executive officers is stock-based awards, which in 2021 consisted of performance-based restricted stock units (“PRSUs”).

The PRSUs, similar to the time-vesting RSUs granted in 2021 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):

▪	50% on the second anniversary of the grant date; and

▪	50% on the third anniversary of the grant date.

In addition, for dividends, the PRSUs (along with non-executive RSUs) are credited cash (accruing interest each year at the one-year Treasury rate applicable in January of the year the dividend is paid) 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 2021. The terms of the PRSUs awarded in the first quarter of 2021 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:

At or Above Target	100% of PRSUs earned
At 50% to 100% of Target	Pro rata portion of PRSUs earned
Below 50% of Target	No PRSUs earned

In connection with the grant of PRSUs to our executive officers in the first quarter of 2021, the Compensation Committee established the performance-based income per share target for PRSUs at $2.05 per share. The Committee did not make any changes to the 2021 executive compensation program or metrics after they were established in the first quarter of 2021, including to this per share target amount.

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 2021 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 executive’s 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 2021 was the date of the Compensation Committee’s February 2021 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 well 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).

Employee Benefits

Our named executive officers also participate in benefit programs available to salaried employees generally, including retirement and medical programs. For 2021, these retirement programs included our Employee Savings Plan under Section 401(k) of the Internal Revenue Code and our Deferred Investment Plan. In addition, prior to their freezing effective December 31, 2019, our retirement programs included a Qualified Retirement Plan, Benefit Equalization Plan and Executive Deferred Compensation Plan. Also, 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 “Pension Plans” on page 45. No supplemental retirement benefits were granted in 2021. Additional information regarding our retirement programs is available under “Pension Plans” on page 45 and “Deferred Compensation” on page 46.

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Executive Compensation

2021 Compensation to Our Named Executive Officers

Base Salary

The base salary of each of our named executive officers for 2021 was $975,000. This amount is unchanged from previous years, except that, as noted above, each of James, Andrew and Jonathan Tisch voluntarily agreed to forego 50% of his 2020 base salary, beginning on April 1, in response to the COVID-19 pandemic’s effect on Loews Hotels & Co team members. The lack of increases in base salary is consistent with our objectives of emphasizing performance-based compensation.

Cash incentive compensation awards

For 2021, 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 2022. In determining the amounts earned by these executives, the Committee acted consistently within
the parameters of the grants that were established in the first quarter of 2021, 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 Committee’s overall judgment of the individual’s performance in the context of our financial performance and seeking to achieve the objectives of our compensation philosophy. The Committee did not make any changes to the 2021 executive compensation program or metrics after they were established in the first quarter of 2021.

In addition to the specific factors discussed below, the Compensation Committee considered:

▪	its compensation philosophy in favor of fair and consistent pay levels and against excessive or unreasonable compensation levels;

▪	an emphasis on consistent, long-term, superior performance by the individual;

▪	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

▪	for each named executive officer other than the Chief Executive Officer, executive sessions with the Chief Executive Officer in which each named executive officer’s performance is reviewed and evaluated.

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 2021 to our Chief Executive Officer, James S. Tisch, the Compensation Committee considered, among other things, the overall performance of the company and its principal subsidiaries, including in light of the continuing COVID-19 pandemic, 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 2021, the Compensation Committee kept Mr. Tisch’s target and maximum bonus levels unchanged from the prior year. The Committee also noted that, as described above, Mr. Tisch voluntarily elected to forego 50% of his 2020 incentive compensation award in response to the COVID-19 pandemic. 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. Tisch’s performance in 2021 and during recent 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 Committee’s 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. Tisch’s ability to demonstrate leadership and maintain stability at Loews and our subsidiaries throughout the tumultuous year, and to prudently allocate the company’s capital to take advantage of market opportunities and protect against known risks.

The Compensation Committee noted the following accomplishments under Mr. Tisch’s leadership:

▪ Loews repurchased more than 21 million shares, or 7.8%, of its common stock in 2021 and has repurchased approximately 85 million shares, or 26%, of its common stock since 2018, while consistently maintaining a very strong liquidity position;

▪ the company’s book value per share (excluding accumulated other comprehensive income) increased approximately 22.8% during the past five years; and

▪ the leadership teams at Loews’s principal operating subsidiaries remained focused and motivated to maintain stability through the pandemic in order to ultimately drive the most value from their respective companies, helped in part by the leadership of the company’s Chief Executive Officer and our other named executive officers.

As a result of these efforts, Loews’s investments in its subsidiaries have remained strong, even through the very challenging 2021 operating environment. For example:

▪ CNA achieved strong underlying P&C underwriting profitability and premium growth while actively managing the risk in its long-term care business and maintaining an extremely strong capital position;

▪ Boardwalk Pipelines increased its operating results, added over $790 million to its backlog in 2021 and decreased its leverage;

▪ Loews Hotels continued to stabilize its business through the pandemic, reopened all of its existing properties and moved forward with expanding its portfolio through new development projects; and

▪ Loews realized 100% of its equity capital invested in Altium Packaging through a dividend recapitalization and the minority stake sale, while maintaining a 52.7% ownership position.

Incentive Compensation Determination: The Compensation Committee determined in the first quarter of 2022, for the reasons detailed above, that Mr. Tisch earned his target incentive compensation award for 2021. This award is approximately 39.4% 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 2021 that was paid in the first quarter of 2022. Consistent with the Compensation Committee’s philosophy of targeting overall compensation that does not fluctuate substantially year over year, the target and maximum levels for the awards for our other named executive officers for 2021 were unchanged from the levels established for them for 2020. The Committee also noted that, as described above, each of Andrew and Jonathan Tisch voluntarily elected to forego 50% of his 2020 incentive compensation award in response to the COVID-19 pandemic. In making its determination regarding the amount of these awards earned by these executives, the Committee considered many of the same factors described above that it considered for our Chief Executive Officer, including each executive’s performance through the continuing COVID-19 pandemic. Based on its evaluation of each executive’s performance, including the input and recommendation of the Chief Executive Officer, the Committee, in the first quarter of 2022, awarded each of these other named executive officers incentive compensation equal to their target amount for 2021.
	Incentive Compensation Determination: These incentive compensation awards amounted to approximately 39.4% of the total amount available in the performance bonus pool for each of the other named executive officers and are consistent with the Committee’s philosophy in favor of rewarding consistent, long-term superior performance, but against excessive or unreasonable compensation.

Performance-Based Stock-Based Awards

In making its determinations regarding the award of PRSUs in 2021 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 2021, the Committee awarded 19,184 PRSUs, representing a grant date value of $900,000, to each of James, Andrew and Jonathan Tisch and 15,134 PRSUs, representing a grant date fair value of $710,000, to each of David Edelson and Kenneth Siegel. The grant date fair value for these awards for 2021 was unchanged from the grant date fair value of the PRSU awards made to our executive officers for 2020. For 2021, performance-based income amounted to $4.65 per share, resulting in 100% of these PRSUs being earned by each of our named executive officers in the first quarter of 2022; however, these PRSUs still remain subject to their time-vesting provisions, with 50% of these PRSUs vesting in 2023 and 50% vesting in 2024.

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Other Considerations

Compensation Program as it Relates to Risk. Management and the Compensation Committee regularly 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 program appropriately balances 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 of James and Jonathan Tisch, the members of our Office of the President, and Andrew Tisch, Co-Chairman of our Board, 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 long-term focus.

▪	Our clawback policy, described below, allows for the recoupment of incentive compensation payments and awards if an executive officer’s 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 officer’s intentional or unlawful misconduct materially contributed to the need for such restatement. In such case, for any period affected by the restatement, the executive’s 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.

Anti-Hedging and Pledging Policy. We have adopted a policy that prohibits directors and executive officers from entering into hedging transactions in our common stock. For purposes of this policy, a hedging transaction is the entry into, or purchase or sale of, any financial instrument (including prepaid variable forward contracts, equity swaps and collars), or the entry into of any other transaction, in each case for the express purpose of offsetting a potential decline in the market value of our common stock. For the avoidance of doubt, financial instruments and transactions subject to this policy do not include transactions in securities (or derivative instruments relating thereto) of any open-end mutual fund, unit investment trust or exchange-traded fund, or of any company that is not affiliated with us.

In addition, directors and executive officers are prohibited from pledging our common stock, options relating to our common stock or any other security linked to our common stock as collateral for a loan unless the director or executive officer has the ability to repay the loan without liquidating the pledged stock and the loan is fully recourse to the director or executive officer.

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 and Directors. As disclosed above under “Director and Officer Holdings” on page 19, each of James and Jonathan Tisch, the members of our Office of the President, and Andrew Tisch, Co-Chairman of our Board, 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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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 Loews’s 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

Susan P. Peters

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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Executive Compensation Tables

2021 Executive
Compensation Tables

2021 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.

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
2021	$975,000		$900,000	$0	$3,950,000		$0	$294,523	⁽⁶⁾	$6,119,523	$6,119,523
2020	650,625	⁽⁷⁾	900,000	6,640	3,950,000	⁽⁸⁾	1,169,051	289,847		6,966,163	5,797,112
2019	975,000		900,000	15,001	3,825,000		3,575,197	42,121		9,332,319	5,757,122
David B. Edelson Senior Vice President and Chief Financial Officer
2021	975,000		710,000	0	3,725,000		67,560	252,500	⁽⁹⁾	5,730,060	5,662,500
2020	1,012,500		710,000	0	3,725,000		257,464	251,125		5,956,089	5,698,625
2019	975,000		710,000	0	3,625,000		610,744	16,200		5,936,944	5,326,200
Andrew H. Tisch Co-Chairman of the Board, Chairman of the Executive Committee, Former Member of the Office of the President
2021	975,000		900,000	0	2,850,000		0	242,379	⁽¹⁰⁾	4,967,379	4,967,379
2020	650,625	⁽⁷⁾	900,000	6,640	2,850,000	⁽⁸⁾	628,396	231,535		5,267,196	4,638,800
2019	975,000		900,000	15,001	2,725,000		2,665,120	42,450		7,322,571	4,657,451
Jonathan M. Tisch Co-Chairman of the Board, Chairman and Chief Executive Officer of Loews Hotels, Office of the President
2021	975,000		900,000	0	3,225,000		0	264,741	⁽¹¹⁾	5,364,741	5,364,741
2020	650,625	⁽⁷⁾	900,000	0	3,225,000	⁽⁸⁾	1,043,696	262,718		6,082,039	5,038,343
2019	975,000		900,000	0	3,100,000		2,971,084	29,911		7,975,995	5,004,911
Kenneth I. Siegel Senior Vice President
2021	975,000		710,000	0	3,600,000		58,580	246,250	⁽¹²⁾	5,589,830	5,531,250
2020	1,012,500		710,000	6,640	3,600,000		100,421	242,375		5,671,936	5,571,515
2019	975,000		710,000	15,001	3,450,000		353,762	16,200		5,519,963	5,166,201

(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 the stock option plan of our former subsidiary, Diamond Offshore, as compensation for service by James S. Tisch, 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 2020 and 2019: (a) an expected life of eight years and seven years, respectively; (b) an expected

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volatility of 127.65% and 39.35%, respectively; (c) a dividend yield of 0% for each award year; and (d) a risk-free interest rate of 1.85% and 2.11%, 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 was 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, 2021, 2020 and 2019 over the value of those benefits as of December 31, 2020, 2019 and 2018, 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, 2020 to December 31, 2021 by $1,613,733, $1,358,801 and $1,260,422, respectively. The changes from year to year primarily represent changes in actuarial pension assumptions. 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 2021 Pension Benefits table on page 45 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 table’s 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 table’s SEC Total column. To determine our named executive officers, we have used the amounts in the SEC Total column.

(6)

All Other Compensation for 2021 for James S. Tisch includes: (a) $231,750, representing our contributions under our Deferred Investment Plan for 2021; (b) $29,000, representing our contributions under our Employee Savings Plan for 2021; (c) $21,467, representing the portion of the expense of a car and driver that is attributable to Mr. Tisch’s personal use during 2021, which personal portion is determined based on the amount of car miles and driver hours that were associated with such personal use as compared to the total car miles and driver hours for the year; (d) $9,306 representing the aggregate incremental cost of discounted hotel rooms granted by Loews Hotels & Co to Mr. Tisch or his family in connection with personal travel during 2021, which is calculated as the difference between the market value of the rooms occupied by Mr. Tisch or his family and the price paid for such rooms; and (e) $3,000, representing additional cash compensation paid or applied to the cost of benefit choices under our flexible benefits plan, which may include premiums for medical, dental, vision, life and disability insurance policies, for 2021.

(7)

In response to the COVID-19 pandemic, each of the members of our Office of the President, James, Andrew and Jonathan Tisch, voluntarily agreed to reduce his base salary by 50% from April 1, 2020 through December 31, 2020. As a result, they received $650,625 in base salary during 2020, instead of $975,000 received in prior years.

(8)

In response to the COVID-19 pandemic, each of the members of our Office of the President, James, Andrew and Jonathan Tisch, voluntarily agreed to waive receipt of 50% of any annual cash incentive compensation award for the 2020 performance year earned under our Incentive Compensation Plan. As a result of those waivers, while James, Andrew and Jonathan Tisch each earned the awards set forth under the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table, they were actually paid $1,975,000, $1,425,000 and $1,612,500, respectively.

(9)

All Other Compensation for 2021 for David B. Edelson includes: (a) $220,500, representing our contributions under our Deferred Investment Plan for 2021; (b) $29,000, representing our contributions under our Employee Savings Plan for 2021; and (c) $3,000, representing additional cash compensation paid or applied to the cost of benefit choices under our flexible benefits plan, which may include premiums for medical, dental, vision, life and disability insurance policies, for 2021.

(10)

All Other Compensation for 2021 for Andrew H. Tisch includes: (a) $176,750, representing our contributions under our Deferred Investment Plan for 2021; (b) $29,000, representing our contributions under our Employee Savings Plan for 2021; (c) $33,629, representing the portion of the expense of a car and driver that is attributable to Mr. Tisch’s personal use during 2021, which personal portion is determined based on the amount of car miles and driver hours that were associated with such personal use as compared to the total car miles and driver hours for the year; and (d) $3,000, representing additional cash compensation paid or applied to the cost of benefit choices under our flexible benefits plan, which may include premiums for medical, dental, vision, life and disability insurance policies, for 2021.

(11)

All Other Compensation for 2021 for Jonathan M. Tisch includes: (a) $212,900, representing our contributions under our Deferred Investment Plan for 2021; (b) $11,600, representing our contributions under our Employee Savings Plan for 2021; (c) $37,241, representing the portion of the expense of a car and driver that is attributable to Mr. Tisch’s personal use during 2021, which personal portion is determined based on the amount of car miles and driver hours that were associated with such personal use as compared to the total car miles and driver hours for the year; and (d) $3,000, representing additional cash compensation paid or applied to the cost of benefit choices under our flexible benefits plan, which may include premiums for medical, dental, vision, life and disability insurance policies, for 2021.

(12)

All Other Compensation for 2021 for Kenneth I. Siegel includes: (a) $214,250, representing our contributions under our Deferred Investment Plan for 2021; (b) $29,000, representing our contributions under our Employee Savings Plan for 2021; and (c) $3,000, representing additional cash compensation paid or applied to the cost of benefit choices under our flexible benefits plan, which may include premiums for medical, dental, vision, life and disability insurance policies, for 2021.

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 2022 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 2021.

2021 Grants of Plan-Based Awards

Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards ⁽¹⁾		Estimated Future Payouts Under Equity Incentive Plan Awards ⁽²⁾			Closing Market Price on Date of Grant	Grant Date Fair Value of Stock and Options Awards
Grant Date	Target	Maximum	Threshold	Target	Maximum	Closing Market Price on Date of Grant	Grant Date Fair Value of Stock and Options Awards
James S. Tisch
02/8/21			9,592	19,184	19,184	$48.42	$900,000
02/8/21	$3,950,000	$5,000,000
David B. Edelson
02/8/21			7,567	15,134	15,134	48.42	710,000
02/8/21	3,725,000	4,750,000
Andrew H. Tisch
02/8/21			9,592	19,184	19,184	48.42	900,000
02/8/21	2,850,000	4,000,000
Jonathan M. Tisch
02/8/21			9,592	19,184	19,184	48.42	900,000
02/8/21	3,225,000	4,500,000
Kenneth I. Siegel
02/8/21			7,567	15,134	15,134	48.42	710,000
02/8/21	3,600,000	4,500,000

(1)

These amounts represent target and maximum awards established under our Incentive Compensation Plan. The actual amount of each award earned and authorized for payment by our Compensation Committee in February 2022 is included in the 2021 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 2021 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 2022 Proxy

Executive Compensation Tables

The following tables show 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, 2021.

2021 Outstanding Equity Awards at Fiscal Year-End

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	$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
15,000	0	40.46	01/09/25
15,000	0	40.61	01/09/25
15,000	0	38.46	01/09/25
15,000	0	35.52	01/09/25
				26,361	$1,522,611	19,184	$1,108,068

(1)

Each SAR award reported above vested and became 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. As of December 31, 2021: (i) PRSUs granted on February 11, 2019 and February 10, 2020 were no longer subject to a performance condition and are therefore reported in the first two columns under Stock Awards; and (ii) PRSUs granted on February 8, 2021 were subject to a performance condition and are therefore reported in the last two columns under Stock Awards.

40	Loews Corporation 2022 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
David B. Edelson
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
11,250	0	40.46	01/09/25
11,250	0	40.61	01/09/25
11,250	0	38.46	01/09/25
11,250	0	35.52	01/09/25
				20,796	$1,201,177	15,134	$874,140

(1)

(2)

Loews Corporation 2022 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	$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
15,000	0	40.46	01/09/25
15,000	0	40.61	01/09/25
15,000	0	38.46	01/09/25
15,000	0	35.52	01/09/25
				26,361	$1,522,611	19,184	$1,108,068

(1)

(2)

SEC Form DEF 14A filed by Loews Corporation