LOEWS CORP (L)
Sector: Financials
2026 Annual Meeting Analysis
LOEWS CORP · Meeting: May 12, 2026
Directors FOR
9
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Alexander H. Tisch is the nephew of Chairman James S. Tisch and the cousin of CEO Benjamin J. Tisch, placing him in close familial proximity to the top two executives of the company; per policy, a director with a familial relationship to senior management — especially the CEO — warrants a vote against, and the board does not designate him as independent.
For Analysis
Davidson has served since 2015 with relevant energy and investment experience; Loews's 3-year TSR of +91.1% outperforms the XLF ETF fallback benchmark by +29.7pp, well below the 65pp threshold required to trigger a vote against, and no other policy flags apply.
Fribourg has extensive CEO-level experience and serves as Lead Independent Director; no overboarding concern (holds two other public board seats as a non-CEO), stock performance is well above the trigger threshold, and attendance was 100% in 2025.
Harris has served since 2004 with deep insurance industry expertise and qualifies as an audit committee financial expert; strong stock performance and full attendance clear all policy screens.
Locker joined in 2023 (less than 24 months before the TSR measurement period cutoff), and while his tenure now exceeds 24 months the company's strong +91.1% 3-year TSR clears the 65pp ETF fallback threshold comfortably; no other flags apply.
Peters brings extensive human resources and executive compensation expertise from a 38-year GE career; stock performance clears all TSR thresholds and attendance was satisfactory.
Robusto joined the board in 2026 and is exempt from the TSR trigger as a new director within 24 months; his extensive CNA leadership experience is directly relevant to Loews's largest subsidiary.
Benjamin J. Tisch is the CEO and director; the TSR trigger does not apply because Loews's 3-year return of +91.1% outperforms the XLF fallback benchmark by only +29.7pp, well short of the 65pp threshold, and his compensation is addressed separately under Say on Pay; no other director-level policy flags apply.
James S. Tisch has served as Chairman since retiring as CEO at end of 2024 and is a director since 1986; the company's strong TSR clears all performance thresholds, attendance was satisfactory, and no overboarding or other policy flags apply.
VanBelle joined the board in August 2025 (less than 24 months ago) and is exempt from the TSR trigger; she brings strong financial expertise from a 25-year GE career and qualifies as an audit committee financial expert.
Nine of the ten director nominees receive a FOR vote; Alexander H. Tisch receives an AGAINST vote solely due to his close familial relationship with both the Chairman (his uncle James S. Tisch) and the CEO (his cousin Benjamin J. Tisch), which is a standalone policy trigger regardless of stock performance. The rest of the slate is well-qualified, attendance was 100% for all directors in 2025, the board has a majority of independent directors, and Loews's 3-year TSR of +91.1% comfortably clears the XLF ETF fallback underperformance threshold of 65pp, so no TSR-based votes against are warranted for any other director.
Say on Pay
✓ FORCEO
Alexander H. Tisch
Total Comp
$8,770,880
Prior Support
94%%
The prior year Say on Pay vote received 94% support and the five-year average is approximately 95%, reflecting strong and consistent shareholder endorsement of the compensation program. The CEO (Alexander H. Tisch, as reported in the pre-extracted database) received total compensation of $8,770,880, which is reasonable for a senior executive at a $22.3B diversified holding company, and approximately 78% of total regular annual compensation is performance-based (variable), well above the 50-60% policy threshold. Pay-for-performance alignment is strong: Loews's 3-year TSR of +91.1% significantly outperforms the XLF benchmark by +29.7pp, justifying above-benchmark incentive pay; the company also has a meaningful clawback policy and no employment agreements with severance-on-change-in-control provisions.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$17,859,000
Non-Audit Fees
$381,000
Non-audit fees (audit-related fees of $354k, tax fees of $4k, and other fees of $23k, totaling approximately $381k) represent about 2.1% of audit fees of $17,859k, well below the 50% threshold that would raise independence concerns. Auditor tenure is not explicitly disclosed in the proxy, so the tenure trigger cannot fire per policy. Deloitte & Touche is a Big 4 firm fully appropriate for a $22.3B market cap company.
Overall Assessment
The 2026 Loews annual meeting ballot contains three standard proposals: director elections, Say on Pay, and auditor ratification. We vote FOR nine of ten directors (with an AGAINST on Alexander H. Tisch due to his close familial relationship with the Chairman and CEO), FOR on Say on Pay given strong performance alignment and a 94% prior-year approval rate, and FOR on auditor ratification given a very low non-audit fee ratio and Big 4 auditor.