Loews Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Property-Casualty Insurers
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Executive Officer Compensation
On February 17, 2025, in connection with the previously announced appointment of Benjamin J. Tisch, effective January 1, 2025, as President and Chief Executive Officer of Loews Corporation (the “Corporation”), the Compensation Committee of the Board of Directors of the Corporation (the “Compensation Committee”) established the following compensation for Mr. Tisch: an annual base salary of $1,000,000; a target cash incentive compensation award for 2025 of $2,600,000; and a target performance-based restricted stock unit (“PRSU”) award for 2025 of 10,690 PRSUs, representing a grant date fair value of $900,000. Mr. Tisch’s cash incentive compensation and PRSU awards were made pursuant to the Registrant’s 2016 Incentive Compensation Plan and the terms of such awards are substantially the same as those granted to the Corporation’s other executive officers.
Special Stock Appreciation Right Awards
In addition, on February 17, 2025, in connection with the leadership transition, the Compensation Committee approved special grants of stock appreciation rights (“SARs”) to each of Benjamin J. Tisch, Alexander H. Tisch, Vice President of the Corporation and President and Chief Executive Officer of the Corporation’s subsidiary, Loews Hotels & Co, and Jane J. Wang, Senior Vice President and Chief Financial Officer of the Corporation. The SARs awards are not part of the executives’ regular annual compensation and will not be awarded on a regularly recurring basis.
The following table sets forth the number of SARs awarded to each executive at the applicable exercise prices:
Exercise Price | |||||||||||
$100/share | $150/share | $200/share | |||||||||
Benjamin J. Tisch | 100,000 SARs | 150,000 SARs | 200,000 SARs | ||||||||
Alexander H. Tisch | 100,000 SARs | 150,000 SARs | 200,000 SARs | ||||||||
Jane J. Wang | 75,000 SARs | 112,500 SARs | 150,000 SARs | ||||||||
The SARs have a 10-year term and become exercisable seven years after the grant date.
For the SARs to provide value, the price of the Corporation’s common stock must appreciate from its current trading price to the applicable exercise prices, and the executives must remain employed by the Corporation (except as described in the following paragraph). Approximately 22% of the SARs are exercisable if the Corporation’s common stock reaches $100 per share during the exercise period, an additional approximately 33% of the SARs are exercisable if the Corporation’s common stock reaches $150 per share during the exercise period and an additional approximately 45% of the SARs are exercisable if the Corporation’s common stock reaches $200 per share during the exercise period.
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The SARs will be automatically forfeited upon a termination of service, other than in the case of death or disability, a termination by the Corporation without cause or a termination by the executive for good reason (in each case as defined in the applicable award terms). In the case of a termination due to death or disability, the SARs will expire on the earlier of the third anniversary of termination and the expiration of the 10-year term. In the case of a termination by the Corporation without cause or a termination by the executive for good reason, the SARs will expire on the earlier of the second anniversary of termination and the expiration of the 10-year term.
The grant date fair value of the SARs awards are $4,093,500 for each of Messrs. Benjamin and Alexander Tisch and $3,070,125 for Ms. Wang.
Payments made in respect of any exercised SARs will be made in shares of the Corporation’s common stock, unless the Corporation elects to make any such payments in cash.
The SARs and any stock delivered or cash paid upon the exercise of the SARs will be subject to clawback pursuant to the Corporation’s executive incentive compensation clawback policy or as required by applicable law.
In granting the awards, the Committee considered that the awards would provide significant incentives to create shareholder value and help further motivate and retain the executives.
The description of the awards as summarized above is qualified in its entirety by reference to the copy of the form of SAR award notice, which is attached as Exhibit 10.01 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits:
See Exhibit Index.
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EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| Form of Award Notice for Stock Appreciation Rights under the Loews Corporation 2016 Incentive Compensation Plan. | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LOEWS CORPORATION | ||||||||
| (Registrant) | ||||||||
Dated: February 18, 2025 | By: | /s/ Marc A. Alpert | ||||||
| Marc A. Alpert | ||||||||
| Senior Vice President, | ||||||||
| General Counsel | ||||||||
| and Secretary | ||||||||
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