UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐			Preliminary Proxy Statement
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☒			Definitive Proxy Statement
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☐			Soliciting Material under §240.14a-12

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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9 West 57th Street New York, NY 10019-2714
Notice of 2024 Annual Meeting of Shareholders

AGENDA:		DATE: Tuesday, May 14, 2024 TIME: 10:00 a.m. Central Time PLACE: Loews Arlington Hotel 888 Nolan Ryan Expressway, Arlington, Texas 76011 RECORD DATE: March 19, 2024
1	To elect the eleven directors named in this proxy statement;
2	To approve, on an advisory basis, the company’s executive compensation;
3	To ratify the appointment of our independent auditors for 2024; and
4	To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.


	Shareholders of record at the close of business on March 19, 2024 are entitled to notice of and to vote at the meeting and any adjournment or postponement.

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

April 3, 2024

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Table of Contents

Contents

Notice of 2024 Annual Meeting of Shareholders			1
Proxy Statement 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
2023 Compensation to Our Named Executive Officers			32
Other Considerations			35

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 2024 Annual Meeting of Shareholders (our “Annual Meeting”), which will be held at the Loews Arlington Hotel, 888 Nolan Ryan Expressway, Arlington, Texas 76011, on Tuesday, May 14, 2024, at 10:00 a.m. Central Time.

Our mailing address is 9 West 57th Street, New York, New York 10019. 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.

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Proxy Statement Summary

Important Notice Regarding the Availability of Proxy Materials for our Annual Meeting.

This Proxy Statement, our 2023 Annual Report, including our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 6, 2024, and the proxy card are available at www.loews.com/reports.

AGENDA AND VOTING MATTERS

DIRECTOR NOMINEES

Ann E. Berman

Retired Senior Advisor to the President, Harvard University

2006

■

Charles D. Davidson

Partner, Quantum Capital Group

2015

■

Charles M. Diker

Chairman, Diker Management, LLC

2003

■

Paul J. Fribourg

Chairman, President and CEO, Continental Grain Company

Lead Independent Director

1997

■

Walter L. Harris

Former President and CEO, FOJP Service Corp. and Hospital Insurance Co.

2004

■

Jonathan C. Locker

President, Tiger Management

2023

■

Susan P. Peters

Retired Chief Human Resources Officer, General Electric Company

2018

■

Andrew H. Tisch

Co-Chairman of the Board and Chairman of the Executive Committee, Retired Member of the Office of the President, Loews Corporation

1985

■

James S. Tisch

Office of the President, President and Chief Executive Officer, Loews Corporation

1986

■

Jonathan M. Tisch

Office of the President, Co-Chairman of the Board, Loews Corporation; Executive Chairman, Loews Hotels & Co

1986

■

Anthony Welters

Founder, Chairman and CEO, CINQ Care Inc.

2013

■

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

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Proxy Statement 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 in connection with our quarterly earnings releases.
Board Composition and Evaluation			▪ Our Board consists of directors with a diverse mix of skills, experience and backgrounds.
Board Composition and Evaluation			▪ Our Board and Board committees undertake robust annual self-evaluations.
Board Committees			▪ We have four Board committees — Audit, Compensation, Nominating and Governance, and Executive.
Board Committees			▪ 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.
Leadership Structure			▪ 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 evaluates enterprise risk management and related policies and practices, 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.
Ethics and Corporate Responsibilities			▪ We have an active and robust ethics and compliance program, which includes regular employee training.

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Proposal No. 1: Election of Directors

Proposal No. 1:

Election of Directors

Joseph L. Bower has informed us that he will retire from the Board as of our 2024 Annual Meeting. The Board would like to thank him for his years of distinguished service to Loews and the Board. The Board has determined to fix the number of directors constituting the full Board at eleven, as of the 2024 Annual Meeting. Accordingly, at the Annual Meeting, shareholders will vote to elect a Board of eleven 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 2025 Annual Meeting” on page 52. Our Nominating and Governance Committee will retain full discretion in considering its nomination recommendations to our Board.

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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, Jonathan C. Locker, 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.

In considering Mr. Davidson’s independence, the Board noted that a subsidiary of our insurance subsidiary, CNA Financial Corporation (“CNA”), has invested in a private investment fund managed by Quantum Capital Group (“Quantum”), where Mr. Davidson is a partner. The CNA subsidiary pays certain fees to Quantum in respect of the investment, including performance fees. While no performance fees have been paid as of the date of this Proxy Statement, Mr. Davidson is expected to be allocated a portion of any future performance fees. Based on the projected returns from the investment and Mr. Davidson’s nominal expected allocated percentage of any performance fees, the Board determined that this was not a material relationship.

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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: 71 DIRECTOR SINCE: 2006	Retired advisor to the President of Harvard University. Ms. Berman is also the Chair of the Board of Immuneering Corporation. Ms. Berman was a director of Renalytix plc from 2021 until 2022, Cantel Medical Corp. from 2011 until 2021 and Eaton Vance Corporation from 2006 until 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 as an audit committee financial expert.

Charles D. Davidson
AGE: 74 DIRECTOR SINCE: 2015	Partner at Quantum Capital Group, 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’s extensive experience with oil and gas operations, as well as his 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”).

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Proposal No. 1: Election of Directors

Charles M. Diker
AGE: 89 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: 70 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. Mr. Fribourg was a director of Restaurant Brands International, Inc. from 2014 to 2023 and of Bunge Limited from 2018 until 2022.
	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.

Walter L. Harris
AGE: 72 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 in 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. In addition, his long tenure as Chairman of our Audit Committee qualifies him as an audit committee financial expert.

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Proposal No. 1: Election of Directors

Jonathan C. Locker
AGE: 48 DIRECTOR SINCE: 2023	President, Tiger Management, an investment firm founded by Julian H. Robertson. Previously, he served as a Partner at Tiger Global Management, an investment firm focused on public and private equity investments. In addition, since 2014 he has run a personal family office with investments across a wide range of asset classes, including public securities, private equity, real estate and venture capital.
	EXPERIENCE: Mr. Locker’s experience as an investment professional managing large and diverse investment portfolios is a valuable attribute for our Board, particularly in light of the investment portfolios managed by the Company and its subsidiaries. His knowledge and experience also qualifies him as an audit committee financial expert.

Susan P. Peters
AGE: 70 DIRECTOR SINCE: 2018	Retired Senior Vice President of Human Resources of General Electric Company, a high-tech industrial company. 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.

Andrew H. Tisch
AGE: 74 DIRECTOR SINCE: 1985	Co-Chairman of the Board and Chairman of the Executive Committee of the Board of Loews, and retired member of the Office of the President of Loews, a position he held from 1999 until 2021. Mr. Tisch is also a director of CNA. He was a director of the general partner of Boardwalk Pipelines from 2005 until 2021 and Diamond Offshore Drilling, Inc. (“Diamond Offshore”) from 2011 until 2020.
	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.

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Proposal No. 1: Election of Directors

James S. Tisch
AGE: 71 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 CNA. He was a director of General Electric Company from 2010 until 2022 and 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.

Jonathan M. Tisch
AGE: 70 DIRECTOR SINCE: 1986	Member of the Office of the President and Co-Chairman of the Board of Loews, and Executive Chairman of our subsidiary, Loews Hotels. Mr. Tisch was also the Chief Executive Officer of Loews Hotels from 2016 until 2022.
	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.

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Proposal No. 1: Election of Directors

Anthony Welters
AGE: 69 DIRECTOR SINCE: 2013	Founder, Chairman and Chief Executive Officer 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 of BlackIvy Group, LLC, which builds and grows commercial enterprises in Sub-Saharan Africa, and Co-Founder and Chairman 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.
	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: Of our eight independent director nominees, two are female and one is black.

FAMILY RELATIONSHIPS.

James S. Tisch is the father of Benjamin J. Tisch, Senior Vice President, Corporate Development and Strategy of Loews, the brother of Andrew H. Tisch, the cousin of Jonathan M. Tisch and the uncle of Alexander H. Tisch, Vice President of Loews, and President and Chief Executive Officer of Loews Hotels. Andrew H. Tisch is the father of Alexander H. Tisch, the cousin of Jonathan M. Tisch and the uncle of Benjamin J. Tisch.

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

Board Governance Information

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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 page 4 in the Proxy Statement 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. Independent directors meet in executive session after each regular quarterly meeting of our Board. The lead director chairs these meetings of independent 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 independent directors to fulfill their responsibilities and provides a structure for communicating any concerns that independent directors may have directly to Loews’s senior management.

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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 L. Harris OTHER MEMBERS: Ann E. Berman Joseph L. Bower Charles M. Diker Paul J. Fribourg Jonathan C. Locker 2023 MEETINGS HELD: 7 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 Messrs. Harris and Locker 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 M. Diker Paul J. Fribourg Walter L. Harris Susan P. Peters 2023 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 and succession planning for our executive officers. These responsibilities include: ▪ reviewing our general compensation philosophy for executive officers; ▪ overseeing the development and implementation of executive compensation programs; and ▪ reviewing compensation levels, including incentive and equity-based compensation, for executive officers, directors and Board committee members. Our Compensation Committee determines and approves compensation for our executive officers and administers our incentive and equity-based compensation plans.

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Board Governance Information

NOMINATING AND GOVERNANCE COMMITTEE
CHAIR: Paul J. Fribourg OTHER MEMBERS: Joseph L. Bower Charles D. Davidson Anthony Welters 2023 MEETINGS HELD: 3 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 and determinations regarding director independence. 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 2023, there were eight meetings of our Board, seven meetings of our Audit Committee, three meetings of our Compensation Committee and three meetings of our Nominating and Governance Committee. During 2023, 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 2023 annual meeting of shareholders.

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Board Governance Information

Board Oversight of Risk Management

Our Board recognizes the importance of understanding, evaluating and 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 to 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.

MANAGEMENT
Our management team is responsible for identifying, assessing and managing our various exposures to risk on a day-to-day basis, including the creation of appropriate risk management policies and practices 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 its Committees 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 and practices 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: 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: IT and Legal 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.

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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 $125,000 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

Our non-management directors receive a cash retainer of $31,250 per quarter and an annual restricted stock unit (“RSU”) award with a value of $100,000 at the date of grant (the date of our annual shareholder meeting) under the Loews Corporation 2016 Incentive Compensation Plan (our “Incentive Compensation Plan”). Members of our Audit Committee receive a cash retainer of $6,250 per quarter, and the committee chair receives an additional $10,000 per quarter. Members of our Compensation Committee and Nominating and Governance Committee receive a cash retainer of $2,500 per quarter, and the committee chairs receive an additional $5,000 per quarter. Our lead director receives an additional quarterly retainer of $5,000. Our non-management Co-Chairman of the Board receives an additional quarterly retainer of $25,000. Our directors are reimbursed for reasonable expenses incurred in connection with attending board 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, 2023.

Name	Fees Earned or Paid in Cash	Stock Awards⁽¹⁾	Option/SAR Awards⁽²⁾	All Other Compensation	Total
Ann E. Berman	$137,500	$100,000	$0	$0	$237,500
Joseph L. Bower	177,500	100,000	0	0	277,500
Charles D. Davidson	118,956	100,000	0	0	218,956
Charles M. Diker	147,500	100,000	0	0	247,500
Paul J. Fribourg	197,500	100,000	0	0	297,500
Walter L. Harris	187,500	100,000	0	0	287,500
Philip A. Laskawy⁽³⁾	44,643	0	0	0	44,643
Jonathan C. Locker⁽⁴⁾	42,391	64,110	0	0	106,501
Susan P. Peters	122,500	100,000	0	0	222,500
Andrew H. Tisch	212,500	100,000	0	118,417⁽⁵⁾	430,917
Anthony Welters	122,500	100,000	0	0	222,500

(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, 2023, the aggregate number of RSUs outstanding was 998 for Jonathan C. Locker and 1,706 for each other non-management director.

(2)

Prior to 2016, our non-management directors and executive officers were granted stock appreciation rights (“SARs”) under the Loews Corporation Stock Option Plan (our “Stock Option Plan”). At December 31, 2023, the aggregate number of SAR awards outstanding for each non-management director was: Ann E. Berman, 18,000; Joseph L. Bower, 18,000; Charles D. Davidson, 0; Charles M. Diker, 18,000; Paul J. Fribourg, 18,000; Walter L. Harris, 18,000; Philip A. Laskawy, 18,000; Jonathan C. Locker, 0; Susan P. Peters, 0; Andrew H. Tisch, 60,000; and Anthony Welters, 18,000.

(3)	Philip A. Laskawy retired from the Board as of our 2023 annual meeting of shareholders. Amounts reflect compensation for service prior to the meeting.

(4)	Jonathan C. Locker was elected as a director in September 2023. Amounts reflect compensation for service after his election.

(5)	Represents director fees earned for service on CNA’s Board of Directors.

Loews Corporation 2024 Proxy Statement

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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 2023 related party transactions:

Jonathan M. Tisch owns a personal aircraft. From time to time he uses this aircraft for business purposes in connection with his role as Executive Chairman of Loews Hotels and seeks reimbursement from Loews Hotels for the costs associated with the business travel. The amount of such reimbursement is determined based on the lesser of (i) his actual costs associated with the flight and (ii) the cost of using Loews Hotels’ fractional aircraft interest for the flight that would have been applicable had he used Loews Hotels’ fractional aircraft interest. Any reimbursement is adjusted for any portion of the trip that is allocable to non-business travel. The reimbursable amount for such business use of his personal aircraft from January 1, 2023 until March 19, 2024 was an aggregate of approximately $180,000.

Alexander Tisch, son of Andrew H. Tisch, was employed as a Vice President of Loews and as President and Chief Executive Officer of Loews Hotels during 2023. Alexander Tisch earned cash compensation (including cash incentive compensation) of $2,778,462 in 2023 and participated in benefit programs available to salaried employees generally. In February 2023, he was granted 11,561 RSUs under our Incentive Compensation Plan.

Benjamin Tisch, son of James S. Tisch, was employed as Senior Vice President, Corporate Development and Strategy of Loews during 2023. Benjamin Tisch earned cash compensation (including cash incentive compensation) of $2,528,462 for 2023 and participated in benefit programs available to salaried employees generally. In February 2023, he was granted 11,561 RSUs under our Incentive Compensation Plan.

Following his retirement as a member of the Office of the President, Andrew Tisch reimburses the Company for 100% of the costs associated with a company-provided car and driver and 60% of the costs associated with an executive assistant (reflective of the amount of the executive assistant’s time that is dedicated to assisting him on matters not related to Loews business). The reimbursement amounts for these items during 2023 was $225,814 for the car and driver and $214,817 for the executive assistant.

Loews Corporation 2024 Proxy Statement

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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 19, 2024 (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	20,649,420⁽¹⁾	9.3%
James S. Tisch c/o Barry L. Bloom 712 Fifth Avenue, 12th Floor New York, NY 10019	16,242,239⁽²⁾	7.3%
BlackRock, Inc. 50 Hudson Yards New York, NY 10001	15,364,269⁽³⁾	6.9%
Andrew H. Tisch c/o Barry L. Bloom 712 Fifth Avenue, 12th Floor New York, NY 10019	14,919,512⁽⁴⁾	6.7%
JPMorgan Chase & Co. 383 Madison Avenue New York, NY 10179	13,195,141⁽⁵⁾	5.9%

(1)

This information is based on a Schedule 13G report filed on February 13, 2024 by The Vanguard Group (Vanguard). Vanguard reported shared voting power with respect to 237,728 shares, sole dispositive power with respect to 19,869,555 shares and shared dispositive power with respect to 779,865 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)

The amount beneficially owned includes: 9,546,806 shares held by trusts of which he is trustee; 3,005,037 shares held by his wife or trusts of which his wife is trustee; 690,000 shares held by a charitable foundation of which he is a director; 29,841 shares issuable upon the exercise of SARs that are currently exercisable; and 82,277 shares underlying vested RSUs of which he deferred receipt that could be delivered to him within 60 days of March 19, 2024 if his service with the company terminated during that time. He has sole voting and investment power with respect to 12,547,202 shares and shared voting and investment power with respect to 3,695,037 shares.

(3)	This information is based on a Schedule 13G report filed on January 26, 2024 by BlackRock, Inc. (BlackRock). BlackRock reported sole voting power with respect to 13,919,212 shares and sole dispositive power with respect to 15,364,269 shares.

(4)

The amount beneficially owned includes: 12,310,259 shares held by trusts of which he is trustee; 955,000 shares held by a charitable foundation of which he is a director; 29,841 shares issuable upon the exercise of SARs that are currently exercisable; and 1,706 shares underlying unvested RSUs that will vest within 60 days of March 19, 2024. He has sole voting and investment power with respect to 13,964,512 shares and shared voting and investment power with respect to 955,000 shares.

(5)

This information is based on a Schedule 13G report filed on January 23, 2024 by JPMorgan Chase & Co. (JPMorgan). JPMorgan reported sole voting power with respect to 12,505,548 shares, shared voting power with respect to 167 shares, sole dispositive power with respect to 13,152,068 shares and shared dispositive power with respect to 5,819 shares. From time to time, we and our subsidiaries have had banking relationships with JPMorgan.

Loews Corporation 2024 Proxy Statement

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Stock Ownership

Director and Officer Holdings

The following table shows certain information, as of March 19, 2024, 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	24,473⁽³⁾	*
Joseph L. Bower	35,888⁽⁴⁾	*
Charles D. Davidson	26,905⁽⁵⁾	*
Charles M. Diker	27,444⁽⁶⁾	*
Paul J. Fribourg	24,473⁽⁷⁾	*
Walter L. Harris	30,444⁽⁸⁾	*
Jonathan C. Locker	16,868⁽⁹⁾	*
Susan P. Peters	12,228⁽¹⁰⁾	*
Richard W. Scott	51,964	*
Kenneth I. Siegel	6,993	*
Andrew H. Tisch	14,919,512⁽¹¹⁾	6.7%
James S. Tisch	16,242,239⁽¹²⁾	7.3%
Jonathan M. Tisch	9,513,813⁽¹³⁾

Compensation Committee Report on Executive Compensation			36
Compensation Committee Interlocks and Insider Participation			36
2023 Executive Compensation Tables			37
2023 Summary Compensation Table			37
Compensation Plans			39
Pension Plans			42
Nonqualified Deferred Compensation			43
Pay Versus Performance			44
CEO Pay Ratio			46
Proposal No. 3: Ratification of the Appointment of Our Independent Auditors			47
Audit Fees and Services			47
Auditor Engagement Pre-Approval Policy			48
Audit Committee Report			49
Additional Information			50
Voting			50
Other Matters			52
Submissions of Nominations or Other Proposals for Our 2025 Annual Meeting			52
Communicating with Our Board			53

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and 0-11.

SEC Form DEF 14A filed by Loews Corporation