CNA FINANCIAL CORP (CNA)
Sector: Financials
2026 Annual Meeting Analysis
CNA FINANCIAL CORP · Meeting: April 29, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election to the Board of Directors of the ten nominees named in the proxy statement
Worman joined the board in 2025 and has been a director for less than 24 months, making him exempt from the TSR underperformance trigger; no other disqualifying flags are present.
Siegel has been a director since 2019; CNA's 3-year return of +49.8% is strong positive and the gap versus the peer group median (-18.6pp) is well below the 65pp threshold required to trigger a no vote, and no other disqualifying flags are present.
Despite a long tenure since 2006, CNA's 3-year absolute return of +49.8% is strong positive and the peer underperformance gap of -18.6pp is far below the 65pp trigger threshold, so no TSR-based vote against applies; attendance is disclosed as satisfactory.
Tisch joined in 2018; the 3-year peer underperformance gap of -18.6pp is well below the 65pp threshold for strong positive TSR, and no other disqualifying flags apply; his familial relationship is with other board members (father James Tisch, uncle Andrew Tisch) rather than with senior CNA management, which is a less material concern under the policy.
Despite a very long tenure since 1985, CNA's 3-year absolute return of +49.8% places it in the strong positive tier and the -18.6pp peer gap is far below the 65pp trigger threshold, so no TSR-based vote against applies.
Wang joined in 2019; the 3-year peer underperformance gap of -18.6pp is well below the 65pp threshold for strong positive absolute TSR, and no other disqualifying flags are present.
Bless joined in 2017 and serves as a qualified audit committee financial expert; the 3-year peer underperformance gap of -18.6pp is far below the 65pp trigger threshold and no other disqualifying flags apply.
Montemayor joined in 2007 and is a CPA and audit committee financial expert with deep insurance industry expertise; the 3-year peer underperformance gap of -18.6pp is well below the 65pp threshold and no other disqualifying flags apply.
Randel has served since 2002 and while his non-insurance background is a mild qualifications flag, the board skills matrix is implicitly covered by other members; the 3-year peer underperformance gap of -18.6pp is far below the 65pp trigger threshold and no disqualifying policy trigger fires.
Rice joined in 2017 and is a CPA with investment management expertise; the 3-year peer underperformance gap of -18.6pp is well below the 65pp threshold and no other disqualifying flags apply.
All ten nominees pass the policy screens. CNA's 3-year absolute price return of +49.8% places it in the strong positive tier, requiring a peer underperformance gap of 65 percentage points to trigger a no vote; the actual gap versus the nine-company peer group median is only -18.6pp, well short of that threshold. No directors are overboarded, attendance was satisfactory for all, and no independence or familial-relationship-to-management concerns rise to a disqualifying level. CEO/Chairman Worman is exempt from the TSR trigger as a director for less than 24 months.
Say on Pay
✓ FORCEO
Douglas M. Worman
Total Comp
$12,619,149
Prior Support
96%%
CEO total compensation of $12,619,149 is reasonable for a large-cap ($12.3B market cap) commercial property and casualty insurer in his first full year as CEO, and the program is heavily performance-based — the proxy states 91% of CEO pay is variable and at-risk, well above the 50-60% policy minimum. The performance share awards use a clearly defined, preset operating income metric (CI) with measurable targets, 3-year cliff vesting, and a 0-200% payout range, constituting genuine pay-for-performance structure. The prior year Say on Pay vote received approximately 96% support, a clawback policy is in place, and no hedging or gross-up practices are permitted, reflecting sound governance.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$11,500,000
Non-Audit Fees
$313,100
Non-audit fees (audit-related fees of $0.3 million plus other fees of ~$13,100, totaling approximately $313,100) represent only about 2.7% of audit fees of $11.5 million, well below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm appropriate for a company of CNA's size and complexity, and no material restatements are disclosed; auditor tenure is not explicitly stated in the filing so no tenure trigger is applied.
Overall Assessment
This is a routine annual meeting for CNA Financial Corp with four proposals: director elections, Say on Pay, an equity plan share increase, and auditor ratification. All evaluated proposals — ten director nominees, the executive compensation program, and Deloitte's ratification — pass policy screens and receive FOR determinations; the equity plan amendment is outside policy scope and is noted but not evaluated.
Compensation Peer Group
9 companies disclosed in 2026 proxy filing