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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
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:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

CNA Financial Corporation

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS OF CNA FINANCIAL CORPORATION

May 1, 2024


	DATE:
	Wednesday, May 1, 2024


	TIME:
	7:30 a.m., Central time


	PLACE:
	151 N. Franklin Street, 7th Floor Navy Pier 3 Room, Chicago, Illinois


	RECORD DATE:
	March 5, 2024

To the stockholders of CNA FINANCIAL CORPORATION:

At the Annual Meeting, you are asked to consider the following proposals:

(1) Election to the Board of Directors of the ten nominees named in the proxy statement;

(2) An advisory (non-binding) vote to approve named executive officer compensation;

(3) Approval of an amendment to CNA’s certificate of incorporation to update the exculpation provision;

(4) Ratification of the appointment of Deloitte & Touche LLP as independent registered public accountants for CNA for 2024; and

(5) Transaction of such other business as may properly come before the meeting.

Only stockholders of record of CNA Financial Corporation, a Delaware corporation, at the close of business on March 5, 2024 are entitled to notice of and to vote at this meeting. Please refer to the first page of the accompanying proxy statement for further instructions.

You may revoke the proxy at any time before the authority granted therein is exercised.

By order of the Board of Directors,

STATHY DARCY

Senior Vice President,
Deputy General Counsel and Secretary

Chicago, Illinois
March 22, 2024

		Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 1, 2024:
		The proxy statement and the 2023 Annual Report to Stockholders are posted on the Company’s website at www.cna.com.

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MEETING DETAILS

The Board of Directors of CNA Financial Corporation (“CNA,” “we” or the “Company”) submits this proxy statement in connection with the solicitation of proxies from the stockholders in the form enclosed.

Proposals				Board Vote Recommendation
1. Election to the Board of Directors of the ten nominees named in the proxy statement				FOR each director nominee
2. An advisory (non-binding) vote to approve named executive officer compensation				FOR
3. Approval of an amendment to CNA’s certificate of incorporation to update the exculpation provision				FOR
4. Ratification of the appointment of Deloitte & Touche LLP as independent registered public accountants for CNA for 2024				FOR

Voting Details:

The Annual Meeting is open only to stockholders of record at the close of business on March 5, 2024. To attend the meeting, you will need to register upon arrival. We may check for your name on our stockholders’ list and ask that you produce a valid photo ID. If your shares are held in street name by your broker or bank, you should bring your most recent brokerage account statement or other evidence of your share ownership. If we cannot verify that you own CNA Common Stock, it is possible that you will not be admitted to the meeting.

Whether or not you plan to attend the 2024 Annual Meeting, you are encouraged to submit a proxy to vote in advance of the meeting pursuant to one of three methods described below.


	VOTE BY INTERNET (www.proxyvote.com )
	Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern time, the day before the meeting date.


	VOTE BY PHONE (1-800-690-6903)
	Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m., Eastern time, the day before the meeting date.


	VOTE BY MAIL
	Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 in time for receipt by Vote Processing before May 1, 2024.

Any stockholder giving a proxy has the power to revoke it at any time before it is exercised. A subsequently dated proxy, duly received, will revoke an earlier dated proxy. A stockholder may also revoke his or her proxy and vote during the Annual Meeting. Unless authority to do so is withheld, shares represented by valid proxies will be voted for the ten nominees identified in this proxy statement. Should any nominee or nominees become unavailable, the proxy holders will vote for the nominee or nominees designated by the Board of Directors.

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The Board has no reason to believe that any of the nominees will become unavailable. Proxies will be voted in accordance with the stockholder’s specifications and, if no specifications are made, proxies will be voted in accordance with the Board of Directors’ recommendations. The approximate date of the mailing of this proxy statement is March 22, 2024.

On March 5, 2024, we had outstanding 270,898,997 shares of Common Stock. Holders of Common Stock have one vote for each share of stock held. Stockholders of record at the close of business on March 5, 2024 will be entitled to notice of, and to vote at, this meeting. The holders of a majority of shares of Common Stock issued and outstanding and entitled to vote when present in person or represented by proxy constitute a quorum at all meetings of stockholders, including the Annual Meeting. In accordance with the Company’s bylaws and applicable law, the election of directors will be determined by a plurality of the votes cast by the holders of shares present in person or by proxy and entitled to vote. Consequently, the ten nominees who receive the greatest number of votes cast for election as directors will be elected as directors of the Company. Shares present which are properly withheld as to voting with respect to any one or more nominees, and shares present with respect to which a broker indicates that it does not have authority to vote (“broker non-votes”), will be counted for determining the presence of a quorum, but will not have any effect on the outcome of the election. The vote of stockholders of a majority of the stock having voting power present in person or represented by proxy shall decide the other matters to be voted on at the Annual Meeting. Shares which are voted to abstain and broker non-votes will be considered present at the meeting, but since they are not affirmative votes for the matter they will have the same effect as votes against the matter.

About CNA

CNA is one of the largest U.S. commercial property and casualty insurance companies. Backed by more than 120 years of experience, CNA provides a broad range of standard and specialized insurance products and services for businesses and professionals in the U.S., Canada and Europe.

For more information, please visit CNA at www.cna.com.

CNA Financial Corporation

2024 Proxy Statement

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TABLE OF CONTENTS:

	MEETING DETAILS					1
	PROXY SUMMARY					4
	STOCK OWNERSHIP OF THE COMPANY					6
	Principal Stockholder					6
	Director and Officer Holdings					6
	CORPORATE GOVERNANCE PROPOSAL 1. Election of 10 Directors					8
	Director Nominees’ Biographical Information and Business Experience					8
	Director Independence					10
	Leadership Structure					11
	Board Oversight of Risk Management					11
	Committees and Meetings					12
	Audit Committee					12
	Compensation Committee					12
	Code of Business Conduct and Ethics					13
	Meetings					13
	Audit Committee Report					13
	Director Compensation					14
	Related Party Transactions					15
	ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) GOVERNANCE FRAMEWORK					16
	EXECUTIVE COMPENSATION PROPOSAL 2. An advisory (non-binding) vote to approve named executive officer compensation					17
	Compensation Discussion and Analysis (CD&A)					17
	Comparative Market Data					25
	Compensation Consultant					26
	Clawback Policy and Other Compensation Policies, including with respect to hedging activities					26
	Compensation Committee Report on Executive Compensation					27
	Non-Binding Stockholder Vote on 2022 Executive Compensation					27
	Non-Binding Stockholder Vote on 2023 Executive Compensation					27
	Compensation of Executive Officers					28
	2023 Pay Ratio Disclosure					34
	Pay Versus Performance					34
	PROPOSAL 3. Approval of an amendment to CNA’s certificate of incorporation to update the exculpation provision					38
	PROPOSAL 4. Ratification of Deloitte & Touche LLP as Independent Registered Public Accountants For CNA For 2024					39
	OTHER MATTERS					39
	Stockholder and Other Interested Party Communications to the Board of Directors or the Independent Directors					40
	Stockholder Proposals for the 2025 Annual Meeting					40

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PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. Please read the entire proxy statement carefully before voting.

	Proposal 1			See Page
	Election of Directors The persons named in this proxy statement as nominees for election as directors have been designated by the Board. Our director nominees identified below are current members of our Board of Directors. Pursuant to our bylaws, the number of directors constituting the full Board of Directors has been fixed at ten. Each director shall be elected at the Annual Meeting and shall hold office until the next Annual Meeting and until their successor is elected and qualified. Directors need not be stockholders of the Company.			8

Director

Principal Occupation

Director
since

Current Committees

NON-INDEPENDENT DIRECTORS

Dino E. Robusto

Chairman of the Board and Chief Executive Officer of CNA Financial Corporation

2016

Kenneth I. Siegel

Senior Vice President of Loews Corporation

2019

Andrew H. Tisch

Co-Chairman of the Board of Loews Corporation

2006

Benjamin J. Tisch

Senior Vice President of Corporate Development and Strategy of Loews Corporation

2018

James S. Tisch

President and Chief Executive Officer and a member of the Office of the President of Loews Corporation

1985

Jane J. Wang

Senior Vice President and Chief Financial Officer of Loews Corporation

2019

INDEPENDENT DIRECTORS

Michael A. Bless

Retired President and Chief Executive Officer of Century Aluminum Company

2017

Jose O. Montemayor

Principal of Black Diamond Capital Partners I, LP

2007

Don M. Randel

Retired President of The Andrew W. Mellon Foundation

2002

André Rice

Founder and President of Muller & Monroe Asset Management, LLC

2017

AC = Audit
Committee

CC = Compensation
Committee

EC = Executive
Committee

FC = Finance
Committee

C = Chairperson

The Board recommends a vote FOR each director nominee.

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	Proposal 2			See Page
	An advisory (non-binding) vote to approve named executive officer compensation This proposal gives you as a stockholder the opportunity to endorse or not endorse our executive pay practices with respect to the named executive officers. This vote is intended to provide an overall assessment of our executive compensation program and is not intended to focus on any specific item of compensation. You should consider the details of our executive compensation program provided in the “2023 Summary Compensation Table” and the tables and narrative discussion that follow it. This disclosure sets forth the factors considered in determining executive compensation packages, including market information utilized in implementing competitive compensation to attract top talent. The Board recommends a vote FOR this proposal.			17

	Proposal 3			See Page
	Approval of an amendment to CNA’s certificate of incorporation to update the exculpation provision We are requesting stockholders to approve an amendment to our certificate of incorporation to update the exculpation provision. The amendment allows the Company to restate the exculpation provision to extend coverage to certain senior officers to the extent permitted under amended Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”). Should the proposed amendment be approved, both directors and officers would be protected from monetary liability for fiduciary duty breaches to the extent allowed under the DGCL. The Board recommends a vote FOR this proposal.			38

	Proposal 4			See Page
	Ratification of the appointment of Deloitte & Touche LLP as independent registered public accountants for CNA for 2024 Our Audit Committee of our Board of Directors has selected Deloitte & Touche LLP to serve as the independent registered public accountants for 2024. Although it is not required to do so, our Board of Directors wishes to submit the selection of Deloitte & Touche LLP for ratification by the Company’s stockholders at the Annual Meeting. Even if this selection is ratified by stockholders at the Annual Meeting, our Audit Committee may in its discretion change the appointment at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. If the Company’s stockholders do not ratify the selection of Deloitte & Touche LLP, the Audit Committee will reconsider its selection. Representatives of Deloitte & Touche LLP are expected to be at the Annual Meeting to answer appropriate questions and, if they choose to do so, to make a statement. The Board recommends a vote FOR this proposal.			39

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Stock Ownership of the Company

Principal Stockholder

The following table contains certain information as to all entities which, to the knowledge of the Company, were the beneficial owners of 5% or more of the outstanding shares of Common Stock as of March 5, 2024 (unless otherwise noted), based on filings with the Securities and Exchange Commission. Each such entity has sole voting and investment power with respect to the shares set forth:

Name and Address of Beneficial Owner

Shares Beneficially Owned

Percent of Class

Loews Corporation
9 West 57th Street,
New York, NY 10019

248,414,738

91.7%

Because Loews holds a majority of our outstanding Common Stock, Loews has the power to approve matters submitted for consideration at the Annual Meeting without regard to the votes of the other stockholders. Loews has advised the Company’s Board of Directors that it intends to vote FOR the election of each of the Board’s nominees for director, FOR the advisory (non-binding) vote approving named executive officer compensation, FOR approval of an amendment to Company’s certificate of incorporation to update the exculpation provision and FOR the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for 2024. There are no agreements between CNA and Loews with respect to the election of CNA directors or with respect to the other matters to come before the meeting.

Director and Officer Holdings

The following table sets forth certain information as to shares of our Common Stock, as well as shares of common stock of Loews, our principal stockholder, beneficially owned by each director, and each named executive officer included in the Summary Compensation Table in this proxy statement (individually, an “NEO” and collectively, the “NEOs”); and by all executive officers and directors of the Company as a group as of March 5, 2024 based on data furnished by them.

Name:	Shares of CNA Common Stock Beneficially Owned		Shares of Loews Common Stock Beneficially Owned
Michael A. Bless		2,500		0
Daniel P. Franzetti		32,784(1)		0
Scott R. Lindquist		0		0
Jose O. Montemayor		0		0
Don M. Randel		0		0
André Rice		0		0
Dino E. Robusto		424,235(2)		0
Kenneth I. Siegel		0		13,315
Susan A. Stone		11,982(3)		0
Andrew H. Tisch		106,100		14,916,775(4)
Benjamin J. Tisch		0		370,246(5)
James S. Tisch		106,100		16,797,491(6)
Jane J. Wang		0		5,958
Douglas M. Worman		45,671(7)		0
All executive officers and directors as a group (21 persons)		838,568(8)		32,103,785(9)

(1)

Includes 21,408 shares of Company Common Stock issuable upon the exercise of awards granted under the Incentive Compensation Plan which are exercisable currently or within 60 days of the record date.

(2)

Includes 125,597 shares of Company Common Stock issuable upon the exercise of awards granted under the Incentive Compensation Plan which are exercisable currently or within 60 days of the record date.

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(3)

All such shares of Company Common Stock issuable upon the exercise of awards granted under the Incentive Compensation Plan which are exercisable currently or within 60 days of the record date.

(4)

The amount beneficially owned includes: 12,618,898 shares held by trusts of which Mr. Andrew Tisch is trustee; 955,000 shares held by a charitable foundation of which he is a director; and 28,810 shares issuable upon the exercise of SARs that are currently exercisable. He has sole voting and investment power with respect to 13,961,775 shares and shared voting and investment power with respect to 955,000 shares. Loews Common Stock shares beneficially owned by Mr. Andrew Tisch represent 6.7% of the outstanding shares of Loews Common Stock.

(5)

Includes 7,204 shares issuable upon the exercise of SARs that are currently exercisable.

(6)

The amount beneficially owned includes: 10,291,821 shares held by trusts of which Mr. James Tisch is trustee; 3,005,037 shares held by his wife or trusts of which his wife is trustee; 725,000 shares held by a charitable foundation of which he is a director; 28,810 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 5, 2024 if his service with Loews terminated during that time. He has sole voting and investment power with respect to 13,067,454 shares and shared voting and investment power with respect to 3,730,037 shares. Loews Common Stock shares beneficially owned by Mr. James Tisch represent 7.6% of the outstanding shares of Loews Common Stock.

(7)

All such shares of Company Common Stock issuable upon the exercise of awards granted under the Incentive Compensation Plan which are exercisable currently or within 60 days of the record date.

(8)

Includes 254,664 shares of Company Common Stock issuable upon the exercise of awards granted under the Incentive Compensation Plan which are exercisable currently or within 60 days of the record date. In aggregate, these holding represent less than 1% of the outstanding shares of Common Stock.

(9)

Includes 64,824 shares issuable upon the exercise of SARs that are currently exercisable.

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CORPORATE GOVERNANCE

Proposal 1. Election of 10 Directors

Set forth below is the name, principal occupation and business experience for at least the past five years, as well as certain other information for each nominee. Narrative regarding the qualifications, attributes and skills that led to the determination that each of these individuals should be nominated to serve as a director is also included for each nominee.

Director Nominees’ Biographical Information and Business Experience

Director

Relationship

Biographical and Business Experience

NON-INDEPENDENT DIRECTORS

Dino E. Robusto

N/A

Chairman of the Board and Chief Executive Officer since November 2016. Prior to officially assuming the roles of Chairman and Chief Executive Officer of the Company, Mr. Robusto served in various senior management capacities at Chubb Limited, most recently as President of Commercial and Specialty Lines of the Chubb Group of Insurance Companies and Executive Vice President of Chubb Limited from 2013 until his retirement from Chubb in November 2015. Prior to that, he was President of Personal Lines and Claims from 2011 through 2013. Mr. Robusto joined Chubb in 1986. He serves on the Board of Directors of Junior Achievement of New Jersey and formerly served on the Boards of Directors of Applied Systems Inc. and RAND Corporation’s Institute for Civil Justice, and on the Board of Advisors of Catalyst, Inc. Mr. Robusto’s extensive insurance experience enables him to provide deep insight and knowledge regarding all aspects of the commercial insurance industry.

Kenneth I. Siegel

N/A

Mr. Siegel is a Director of the general partner of Boardwalk Pipeline Partners, LP, a subsidiary of Loews, and has served as Chairman of such Board since 2011. He also serves on the Board of Directors of Flowserve Corporation, a publicly traded supplier of industrial and environmental machinery. Mr. Siegel served on the Board of Directors of Diamond Offshore Drilling, Inc., a former subsidiary of Loews, from 2014 to 2021. He has extensive experience with capital markets and merger and acquisition transactions as a result of his position at Loews. Mr. Siegel’s experience in his position at Loews also provides him with knowledge of the energy industry and broad knowledge of and insight into the operations of Loews and the businesses in which it is engaged. This experience, combined with his financial and transactional expertise, enables Mr. Siegel to provide valuable insight to our Board.

Andrew H. Tisch

Brother of James Tisch and uncle of Benjamin Tisch

Mr. Tisch served as a member of the Office of the President of Loews from January 1999 until December 2021. He served as a director of the general partner of Boardwalk Pipeline Partners LP from 2005 until 2021, as a director of Diamond Offshore Drilling, Inc. from 2011 to 2020. Mr. Tisch’s experience with Loews allows him to provide valuable perspective and advice to our Board.

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Director

Relationship

Biographical and Business Experience

NON-INDEPENDENT DIRECTORS

Benjamin J. Tisch

Son of James Tisch and nephew of Andrew Tisch

Mr. Tisch is responsible for overseeing the performance of Loews’s subsidiaries, and works closely with Loews’s Chief Investment Officer to manage the portfolios for Loews and CNA. As a member of Loews leadership team, he helps formulate the Company’s view on intrinsic value, develops and implements capital allocation strategies and monitors market conditions. Before joining Loews in 2012, Mr. Tisch was a managing director at Fortress Investment Group Global Macro Fund, where he specialized in developed market interest rates and FX strategies. His position with Loews, along with his investment expertise, allows him to provide valuable perspective and advice to our Board.

James S. Tisch

Brother of Andrew Tisch and father of Benjamin Tisch

Mr. Tisch also serves as Director of Loews. He also served as Director of Diamond Offshore Drilling, Inc. from 1989 to 2021 and General Electric Company from 2010 to 2022. Mr. Tisch’s positions with Loews allow him to provide valuable perspective and advice to our Board.

Jane J. Wang

N/A

Ms. Wang joined Loews in 2006 as an associate in the Corporate Development group and became Chief Financial Officer of Loews in May 2022. She is a Director of the general partner of Boardwalk Pipeline Partners, LP. Ms. Wang has overall responsibility for Loews financial management and operations as well as enterprise risk management. Her expansive financial knowledge and position with Loews allows her to provide valuable perspective and advice to our Board.

INDEPENDENT DIRECTORS

Michael A. Bless

N/A

Mr. Bless held the positions of President and Chief Executive Officer of Century Aluminum Company (“Century”) from 2011 to July 2021. He also served as a director of Century from 2012 until July 2021 and as a Special Advisor to the Chief Executive Officer of Century from July 2021 until March 31, 2022. He joined Century in 2006 as Executive Vice President and Chief Financial Officer. Mr. Bless currently serves on the Board of Directors for Enact Holdings, Inc, a publicly traded provider of private mortgage insurance, and Piedmont Lithium Inc., a publicly traded integrated lithium business. His expansive financial knowledge, experience leading a public company and expertise is valuable to our Board.

Jose O. Montemayor

N/A

Mr. Montemayor is Principal of Black Diamond Capital Partners I, LP since 2005. He also serves on the Board of Directors for Prosperity Group Holdings LP, a life insurance and asset management entity and Protecdiv, Inc, an insurance and reinsurance broker. From 1999 to 2005, Mr. Montemayor was Insurance Commissioner for the State of Texas. He is a certified public accountant and a member of the Society of Financial Examiners, the Texas Society of Certified Public Accountants and the American Institute of Certified Public Accountants. Mr. Montemayor’s extensive knowledge and experience of the insurance industry, including 12 years as a senior insurance regulator, is valuable to our Board.

Don M. Randel

N/A

Mr. Randel held the position of President of The Andrew W. Mellon Foundation from July 2006 to March 2013. Prior to that, Mr. Randel served as President of the University of Chicago from 2000-2006. Mr. Randel’s experience as a senior leader of a large institution is of great value to our Board.

André Rice

N/A

Mr. Rice is Founder and President of Muller & Monroe Asset Management, LLC since 1999. Prior to that, he founded in 1986 Rice Group Ltd., an investment services company. He is a certified public accountant and a member of the National Association of Securities Professionals and the National Association of Investment Companies. Mr. Rice’s extensive investment knowledge and experience is valuable to our Board.

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Demographic Information of Directors	ROBUSTO	SIEGEL	A.TISCH	B.TISCH	J. TISCH	WANG	BLESS	MONTEMAYOR	RANDEL	RICE
Tenure (years)	8	5	18	6	39	5	7	17	22	7
Age	65	67	74	41	71	42	58	73	83	66
Gender	M	M	M	M	M	F	M	M	M	M
Race/Ethnicity
Asian/Other Pacific Islander
Black/African American
Hispanic/Latino
White/Caucasian

Director Independence

Under the rules of the New York Stock Exchange (the “NYSE”), listed companies like CNA that have a controlling stockholder are not required to have a majority of independent directors. Because Loews holds more than 50% of the voting power of CNA, we are a “controlled company” within the meaning of the rules of the NYSE. Upon the election of the ten nominees, our Board of Directors will not be composed of a majority of directors who are independent. Nevertheless, our Board of Directors has determined that the following current directors are independent under the listing standards of the NYSE (each, an “Independent Director” and collectively, the “Independent Directors”): Michael Bless, Jose Montemayor, Don Randel and André Rice. In assessing independence, an affirmative determination is made as to whether or not each director or nominee has any material relationship with the Company. In assessing the materiality of any relationship, our Board considers all relevant facts and circumstances, not merely from the standpoint of the director or nominee, but from that of any person or organization with which the director or nominee has an affiliation. Our Board considers the frequency and regularity of any services provided by or to, or other transactions between, our Company and the director or nominee or affiliated organization, whether they are being carried out at arms’ length in the ordinary course of business, and whether they are being provided or conducted substantially on the same terms as those prevailing at the time with unrelated parties for comparable transactions. Material relationships can include commercial banking, industrial, legal, accounting, charitable, and familial relationships.

Our Board has established guidelines to assist it in determining director independence under these listing standards. Under our Board’s guidelines, a director would not be considered independent if any of the following relationships exists: (i) during the past three years the director has been an employee, or an immediate family member has been an executive officer, of the Company; (ii) 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 the Company, excluding director and committee fees, pension payments and certain forms of deferred compensation; (iii) the director is a current partner or employee, or an immediate family member is a current partner of a firm that is the Company’s internal or external auditor, or 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 the Company’s audit within that time; (iv) 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 the Company’s present executive officers at the same time serves or served on that company’s compensation committee; or (v) the director is a current employee, or an immediate family member is a current executive officer, of a company that

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has made payments to, or received payments from, the Company for property or services in an amount which, in any of the last three years, exceeds the greater of $1 million or 2% of the other company’s consolidated gross revenues.

Leadership Structure

In the Company’s leadership structure, the roles of Chairman of the Board and Chief Executive Officer are combined. The Board believes that this combined structure promotes unified leadership and direction for the Company. The Board meets regularly in executive session with the Chairman, without the presence of any other management personnel of the Company. In addition, the Board has complete and direct access to our entire management team.

Our Independent Directors meet regularly in executive session without management participation. We have a position of presiding director whose primary responsibility is to preside over the executive sessions of the Independent Directors. The Chairs of our Audit and Compensation Committees alternate annually as the presiding director. Michael Bless, as Chairman of our Compensation Committee, currently serves as presiding director until the Annual Meeting.

Board Oversight of Risk Management

Within the general construct of oversight responsibility for our organization, the Audit Committee of the Board retains oversight responsibility for the integrity of the financial statements, compliance and ethics program, legal risk and overall policies and procedures relating to risk management, including oversight of accounting policies, financial statement disclosures and internal controls over financial reporting, compliance matters, and oversight of the process for establishing insurance reserves. This includes oversight of ongoing risk management efforts, material changes to risk appetite of the Company, and significant emerging risk exposure, as well as risks associated with environmental, social and governance (ESG) matters, with management providing regular reporting regarding its ESG initiatives and protocols, which also address climate change-related impacts to operations. The framework of ESG governance within the Company is described under “Environmental, Social and Governance (ESG) Governance Framework” on page 16 of this proxy statement. Reporting out from this framework occurs at the Audit Committee on a regular basis and to the full Board, as appropriate.

The Company’s management provides quarterly reports to the Audit Committee in respect of the Committee’s role in oversight, including presentations on the key management judgments and any new or significant transactions or accounting policy changes impacting the Company’s quarterly financial results, reportable deficiencies in the internal control over financial reporting, reserve establishment and factors considered in such establishment, key risk reports and ongoing risk management efforts, status and effectiveness of the Company’s legal compliance and business ethics program, and internal audit processes and results. These presentations and reports are the foundation for productive dialogue between the members of the Audit Committee and senior Company officials with primary responsibility in these areas. In addition, the Chairman of the Audit Committee engages regularly but at a minimum quarterly with our Chief Executive Officer and Chief Financial Officer and participates in setting meeting agendas.

The entire Board oversees the risk management framework with respect to material risk on an enterprise-wide basis, including reserve risk, market risk, liquidity risk, credit risk, reputational risk, and specific risks relating to our business operations, including insurance underwriting and claims, reinsurance, catastrophe risk, pandemic risk, information technology, cybersecurity, human capital, and business resiliency planning.

Reports are provided to the full Board by the Company’s management on at least an annual basis which, among other things, seeks to systematically identify the principal risks facing the Company, identify and evaluate policies and practices which promote a culture that actively balances risk and reward, and evaluate risk

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management practices. These reports enable the Board to conduct meaningful and substantive discussions and deliberations with senior management on these enterprise-wide risks.

Committees and Meetings

Our Board of Directors has the following standing committees: Audit, Compensation, Executive and Finance. Members of the Audit and Compensation Committees are set forth below. The current members of our Executive Committee are Andrew Tisch (Chairman), James Tisch and Dino Robusto. All directors currently serve as members of our Finance Committee, with James Tisch serving as Chairman of such committee.

Under the rules of the NYSE, listed companies like CNA that have a controlling stockholder are not required to have a Nominating Committee. Our Board of Directors as a whole performs the functions of a Nominating Committee. We do not have a specific policy regarding stockholder nominations of director candidates other than through the process described below in the “Stockholder Proposals for the 2025 Annual Meeting” on page 40. Nominations for director positions are considered and determined by the Board through consultation with senior Company personnel. Possible nominees to our Board of Directors may be suggested by any Director to our Chairman of the Board or by any stockholder in the manner set forth under “Stockholder Proposals for the 2025 Annual Meeting.” Although our Board of Directors does not have a formal policy on director diversity, our Board recognizes its importance and does take it into account in identifying director nominees.

The Board does not currently have a retirement policy with respect to the Independent Directors.

Audit Committee

The primary function of our Audit Committee is to assist our Board of Directors in fulfilling its responsibility to oversee management’s conduct of our Company’s financial reporting process, including review of the financial reports and other financial information of our Company, our Company’s system of internal control over financial reporting, our Company’s disclosure controls and procedures, and the annual independent audit of our Company’s consolidated financial statements. This Audit Committee oversight of our financial statements covers both the consolidated financial statements reported in conformity with accounting principles generally accepted in the United States and the combined financials reported on a statutory basis for our domestic insurance companies. Our Audit Committee has sole authority to directly appoint, retain, compensate, evaluate, and terminate our Company’s independent registered public accounting firm and to approve all engagement fees and terms, including mandatory pre-approval of all engagements of the independent registered public accounting firm in accordance with policies and procedures adopted by our Audit Committee from time to time or as otherwise required.

The Charter of our Audit Committee is posted on the Company’s website at www.cna.com and is also available in print free of charge to any stockholder who requests it. The current members of our Audit Committee are Jose Montemayor (Chairman), Michael Bless, Don Randel and André Rice, each of whom is an Independent Director and also meets the additional independence requirements of applicable listing standards of the NYSE and SEC regulations. Each of the current members is financially literate, as determined by our Board. Our Board has determined that Messrs. Bless and Montemayor are “audit committee financial experts” under NYSE and SEC standards.

Our directors are asked annually to report to our Company the number of audit committees of public companies on which such director serves. During 2023, no director reported serving on more than three audit committees of public companies.

Compensation Committee

The primary function of the Compensation Committee is to determine, based on, and after consideration of, recommendations of our management, all elements of compensation for the senior executive officers of the

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Company who are deemed executive officers as that term is defined in the Securities Act of 1933, as amended, including the NEOs. The Compensation Committee also reviews and approves the terms and conditions of any employment agreements between the NEOs and the Company or its subsidiaries and oversees all aspects of the Incentive Compensation Plan. The Charter of our Compensation Committee is posted on the Company’s website at www.cna.com and is also available in print free of charge to any stockholder who requests it. The current members of our Compensation Committee are Michael Bless (Chairman), Jose Montemayor, Don Randel and André Rice, each of whom our Board of Directors has determined satisfies the requirement as a “non-employee director” as set forth in Rule 16b-3 under the Securities Exchange Act of 1934.

Code of Business Conduct and Ethics

We have a Code of Business Conduct and Ethics which applies to all of our directors, officers and employees, including our principal executive, financial and accounting officers. The Code of Business Conduct and Ethics, as well as the Corporate Governance Guidelines, are posted on the Company’s website at www.cna.com and are also available in print free of charge to any stockholder who requests them. We intend to post on our website any changes to or waivers of this Code of Business Conduct and Ethics for our Chief Executive Officer and Chief Financial Officer.

Meetings

During 2023, there were 4 meetings of our Board of Directors, 4 meetings of our Finance Committee, 6 meetings of our Audit Committee, 5 meetings of our Executive Committee and 2 meetings of our Compensation Committee. Each individual who served as a director of the Company for the entire year of 2023 attended not less than 75% of the total number of meetings of our Board of Directors and committees of our Board on which that director served during the year except for Andrew Tisch, who attended 71%. Our Board encourages, but does not require, that all directors attend our stockholders’ meetings. All directors of the Company as of the date of the 2023 Annual Meeting were present at such meeting.

Audit Committee Report

The role of our Audit Committee is to assist our Board of Directors with the responsibility of administering corporate policy in matters of accounting and control in its oversight of our financial reporting process. As set forth in the Charter of our Audit Committee, management of our Company is responsible for the preparation, presentation and integrity of the Company’s consolidated financial statements. Our Company’s accounting and financial reporting principles and internal control over financial reporting and our disclosure controls and procedures are designed to assure compliance with accounting standards and applicable laws and regulations. Our Audit Committee functions as the liaison with our Company’s internal audit area and our independent registered public accounting firm. The independent registered public accounting firm is responsible for auditing our Company’s financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America. Such firm also issues an opinion on the Company’s internal control over financial reporting.

In the performance of its oversight function, the Audit Committee has considered and discussed the consolidated audited financial statements with management and the independent registered public accounting firm. Our Audit Committee has also discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees”, as adopted and as amended by the Public Company Accounting Oversight Board (“PCAOB”). In addition, the Audit Committee has discussed with the accounting firm their independence in relation to the Company and its management, including the matters required to be discussed by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning

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independence. We have determined that the provision of non-audit services provided by the accounting firm is compatible with maintaining the independence of the accounting firm.

The members of the Audit Committee rely, without independent verification, on the information provided to them by management and the independent registered public accounting firm and on management’s representation that our consolidated financial statements have been prepared with integrity and objectivity. They do not provide any expert or special assurance as to our consolidated financial statements or any professional certification as to the independent registered public accounting firm’s work. Accordingly, our Audit Committee’s oversight does not provide an independent basis to determine that management has applied appropriate accounting and financial reporting principles or internal control over financial reporting and our disclosure controls and procedures, that the audit of our consolidated financial statements has been carried out in accordance with the standards of the PCAOB, that our financial statements are presented in accordance with accounting principles generally accepted in the United States, or that our independent registered public accounting firm is in fact “independent”.

Based upon the reports and discussions described in this report, and subject to the limitations on the role and responsibilities of our Audit Committee referred to above and in the Audit Committee’s Charter, our Audit Committee has recommended to our Board that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC and determined that the provision of non-audit services by Deloitte & Touche LLP to the Company in 2023 was compatible with maintaining the independence of Deloitte & Touche LLP in its audit of the Company.

SUBMITTED BY THE AUDIT COMMITTEE

Jose O. Montemayor (Chairman)
Michael A. Bless
Don M. Randel
André Rice

Director Compensation

Each of our directors who are neither employed by the Company nor by Loews are entitled to an annual retainer as well as reimbursement for all reasonable expenses related to meeting attendance. Effective August 1, 2023, the Board of Directors approved an increase of the annual retainer from $104,000 to $129,000. In addition, members of our Finance Committee who are neither employed by the Company nor by Loews are entitled to an annual retainer of $4,000. The annual retainers for service as a member of the Audit and Compensation Committees are currently as follows: Compensation Committee (excluding Chair) — $25,000; Compensation Committee Chair — $30,000; Audit Committee (excluding Chair) — $67,000; and Audit Committee Chair — $87,000. All foregoing compensation is paid solely in cash. Members of the Executive Committee and directors who are either employed by the Company or by Loews do not receive compensation for their services.

The following table shows, the amount of compensation paid for service during 2023 for each director receiving compensation:

Name	Fees
Michael A. Bless		$	215,417
Jose O. Montemayor		$	230,417
Don M. Randel		$	210,417
André Rice		$	210,417
Andrew H. Tisch		$	118,417

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Related Party Transactions

It is our policy that any transaction involving the Company or any of its subsidiaries in which any of our directors, executive officers or principal stockholders has had or will have a direct or indirect material interest be submitted to our General Counsel for review and reported to our Audit Committee for its consideration, without the participation of any Audit Committee member who may be involved in the transaction. In each case, the Audit Committee will consider, in light of all the facts and circumstances it deems relevant, whether the transaction is fair and reasonable to us and our stockholders, including our minority stockholders.

The Loews ownership of the voting securities of CNA has exceeded 80% since 1980 requiring the inclusion of CNA and its eligible subsidiaries in the consolidated federal income tax returns filed by Loews. Accordingly, CNA and Loews entered into a tax allocation agreement (the “Tax Allocation Agreement”) that provides that CNA will (i) be paid by Loews the amount, if any, by which the Loews consolidated federal income tax liability is reduced by virtue of the inclusion of CNA and its subsidiaries in the Loews consolidated federal income tax return, or (ii) pay to Loews an amount, if any, equal to the federal income tax that would have been payable by CNA, if CNA and its subsidiaries had filed a separate consolidated return. In the event that Loews should have a net operating loss in the future computed on the basis of filing a separate consolidated tax return without CNA and its eligible subsidiaries, CNA may be required to repay tax recoveries previously received from Loews. The Tax Allocation Agreement may be cancelled by CNA or Loews upon 30 days’ prior written notice. In 2023, the inclusion of CNA and its eligible subsidiaries in the consolidated federal income tax return of Loews resulted in an increase in the federal income tax liability for Loews. Accordingly, CNA has paid or will pay approximately $259 million to Loews for 2023 under the Tax Allocation Agreement.

The Company, certain Company subsidiaries and a Loews subsidiary have entered into an Investment Facilities and Services Agreement (the “Investment Services Agreement”). Under the Investment Services Agreement, a Loews subsidiary provides to the Company and its subsidiaries certain investment facilities and services. The Company and any applicable subsidiary pays directly or reimburses a Loews subsidiary for all reasonable costs, expenses and disbursements incurred by a Loews subsidiary in providing the services which in 2023 amounted to approximately $55 million. In addition, the Company reimburses Loews for certain expenses related to the provision of limited corporate services by Loews employees. In 2023, such reimbursement amounted to less than $1 million.

A subsidiary of the Company and Loews have entered into a Services Agreement (“Services Agreement”). Under the Services Agreement, the Subsidiary provides to Loews investment- related services and Loews reimburses such subsidiary for the same. In 2023, such reimbursement amounted to approximately $1 million.

During 2023, Company subsidiaries wrote, at standard rates, a limited amount of insurance for Loews or its subsidiaries. The earned premiums for year-ended December 31, 2023 were $2 million.

In 2023, Muller & Monroe Asset Management, LLC paid premiums on certain policy coverage to the CNA insurance companies at standard rates aggregating approximately $138,231. André Rice, an Independent Director of the Company, is Founder and President of Muller & Monroe Asset Management, LLC.

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Environmental, Social and Governance (ESG) Governance Framework

In 2021, CNA established two cross-functional, global teams to manage ESG within the organization: the ESG Steering Committee and the ESG Task Force. The ESG Steering Committee is responsible for overseeing CNA’s entire ESG program, including determining key objectives and priorities and staying informed to make recommendations to the Chief Executive Officer and the Board of Directors. This committee is currently comprised of several members of the Company’s executive management team, namely our Chief Financial Officer, Chief Risk & Reinsurance Officer, Chief Administrative Officer, General Counsel and Chief Human Resources Officer.

The ESG Task Force’s objectives include supporting the Steering Committee in driving ESG initiatives and priorities, monitoring and assessing key internal and external ESG trends, and making recommendations to the Steering Committee and other internal stakeholder groups. The Task Force meets frequently and its membership includes global representatives from Finance, Investor Relations, Underwriting, Risk Control Services, Enterprise Risk Management, Human Resources, Internal Audit, Law, Compliance, IT & Data Security, Marketing & Distribution, and Procurement & Real Estate. The Task Force delegates ESG issues to specific team members to oversee the work of the working group initiatives.

The ESG Steering Committee and ESG Task Force are responsible for elevating key ESG concerns up to our Board of Directors and Board committees through the Chief Risk & Reinsurance Officer to provide comprehensive information in order to facilitate active oversight by our Board members. Regular updates are presented on meaningful developments in the ESG space as they occur in the organization and in the broader industry and regulatory landscape.

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Executive Compensation

Proposal 2. An advisory (non-binding) vote to approve named executive officer compensation

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the 2023 compensation program for our NEOs. During 2023, our executive management team included the following NEOs:

Dino E.
Robusto

Scott R.
Lindquist

Douglas M.
Worman

Daniel P.
Franzetti

Susan A.
Stone

Chairman and Chief Executive Officer

Executive Vice President and Chief Financial Officer

Executive Vice President and Global Head of Underwriting

Executive Vice President, and Chief Administrative Officer

Executive Vice President, and General Counsel

Overall Executive Compensation Philosophy and Objectives

We believe that our success is dependent upon the quality of senior management, and that compensation programs are important in attracting and retaining NEOs of superior ability and motivating their efforts on behalf of the Company. Accordingly, our compensation program for NEOs recognizes individual performance and contributions, as reflected both in the Company’s overall results and in each NEO’s contribution to them. To meet these objectives, we have established an approach to NEO compensation that combines elements of base salary and both cash and stock-based incentive compensation, as well as other benefits. In selecting these elements of NEO compensation, the Company has considered its historical compensation practices as they have evolved over the years, the executive compensation programs of various peer companies, as well as applicable tax and accounting impacts of executive compensation.

In addition, we continuously monitor the effectiveness of our compensation offerings for both NEOs and other senior leaders of the Company in order to ensure that we are well situated to attract and retain superb talent in a very competitive insurer employment environment. In connection with such regular review, analysis and data collection regarding compensation effectiveness, we may from time to time recommend changes to our compensation plan design, particularly with respect to incentive-based compensation.

In preparing and negotiating compensation and benefit terms with respect to each NEO, we seek to realize the goals and objectives described above and to include the elements of compensation described in this Compensation Discussion and Analysis.

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		What We DO
					Compensation heavily weighted toward at-risk and performance-based variable pay (91% for CEO)
					Performance share awards subject to 3-year cliff vesting and financial performance metric that drives long-term stockholder value
					Maintain a clawback policy with respect to named executive officer compensation
					Periodic review of compensation peer group
					Target pay within a median market range of peer companies
					Maximum payout caps for annual incentive cash compensation and performance share awards
					Employment agreement with non-competition and non-solicitation terms for the Company’s CEO

		What We DO NOT Do:
					No hedging transactions by the Company’s directors and executive officers
					No pledging Company securities by the Company’s directors and executive officers
					No payment of dividends or dividend equivalents on equity awards until vesting
					No tax “gross-up” payments on perquisites or other personal benefits for named executive officers
					No excessive or unusual perquisites
					No individual employment agreements for any executive officers, except for the Company’s CEO

What We Pay and Why: Components of Executive Compensation:

In establishing the aggregate amount of compensation for each NEO, the primary factor is an evaluation of the individual’s performance in the context of any contractual commitments to the individual executive, the extent and nature of the individual’s responsibilities within the Company and the Company’s performance during the period in question. As noted above, the Company also reviews and considers compensation levels and practices at peer group companies and as shown in surveys and other materials. Based on these factors, the Company determines an overall level of compensation — a portion of which is to be paid as base salary and the balance of which would be incentive-based and equity-based awards, which are described in further detail in the “Narrative Supplement to the 2023 Summary Compensation Table and the 2023 Grants of Plan-Based Awards Table” section.

The principal components of compensation for the Company’s NEOs are:

Base salary

Cash incentive compensation awards, based on annual performance measures

Grants of stock-based awards

Retirement, medical and related benefits

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Compensation Mix

Pay Component

CEO

Other
NEOs

Fixed