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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. )

Filed by the Registrant ☒

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))

☒

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 2026 ANNUAL MEETING OF STOCKHOLDERS OF CNA FINANCIAL CORPORATION

APRIL 29, 2026


	DATE:
	Wednesday, April 29, 2026


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


	PLACE:
	151 N. Franklin Street, 7th Floor Navy Pier 3 Room, Chicago, Illinois 60606


	RECORD DATE:
	March 6, 2026

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 the Amended and Restated CNA Financial Corporation Incentive Compensation Plan to increase by 5,000,000 shares the authorized number of shares of common stock that may be issued with respect to awards under the Incentive Compensation Plan;

(4) Ratification of the appointment of Deloitte & Touche LLP as independent registered public accountants for CNA for 2026; 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 6, 2026 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 20, 2026

		Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 29, 2026:
		The proxy statement and the 2025 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 the Amended and Restated CNA Financial Corporation Incentive Compensation Plan to increase by 5,000,000 shares the authorized number of shares of common stock that may be issued with respect to awards under the Incentive Compensation Plan				FOR
4. Ratification of the appointment of Deloitte & Touche LLP as independent registered public accountants for CNA for 2026				FOR

Voting Details:

The Annual Meeting is open only to stockholders of record at the close of business on March 6, 2026. 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 2026 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 April 29, 2026.

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.

CNA Financial Corporation

2026 Proxy Statement

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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 20, 2026.

On March 6, 2026, we had outstanding 269,918,371 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 6, 2026 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 125 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

2026 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 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
	SUSTAINABILITY GOVERNANCE FRAMEWORK					16
	EXECUTIVE COMPENSATION PROPOSAL 2. An advisory (non-binding) vote to approve named executive officer compensation					17
	Compensation Discussion and Analysis					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 2024 Executive Compensation					27
	Non-Binding Stockholder Vote on 2025 Executive Compensation					27
	Compensation of Executive Officers					28
	2025 Pay Ratio Disclosure					35
	Pay Versus Performance					35
	PROPOSAL 3. Approval of an amendment to the Amended and Restated CNA Financial Corporation Incentive Compensation Plan to increase by 5,000,000 shares the authorized number of shares of common stock that may be issued with respect to awards under the Incentive Compensation Plan					39
	PROPOSAL 4. Ratification of Deloitte & Touche LLP as Independent Registered Public Accountants For CNA For 2026					44
	OTHER MATTERS					44
	Stockholder and Other Interested Party Communications to the Board of Directors or the Independent Directors					44
	Stockholder Proposals for the 2027 Annual Meeting					45

CNA Financial Corporation

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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, following the resignation of Dino E. Robusto from the Board as of December 31, 2025, 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

Douglas M. Worman

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

2025

Kenneth I. Siegel

Senior Vice President of Loews Corporation

2019

Andrew H. Tisch

Director Emeritus of the Board of Loews Corporation

2006

Benjamin J. Tisch

President and Chief Executive Officer of Loews Corporation

2018

James S. Tisch

Chairman of the Board 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

Retired Principal of Black Diamond Capital Partners I, LP and Former Insurance Commissioner for the State of Texas

2007

Don M. Randel

Retired President, University of Chicago and Retired President, 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 “2025 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 the Amended and Restated CNA Financial Corporation Incentive Compensation Plan to increase by 5,000,000 shares the authorized number of shares of common stock that may be issued with respect to awards under the Incentive Compensation Plan To maintain the ability to grant equity awards to employees as an integral part of our overall compensation programs, the Board, upon recommendation by the Compensation Committee, adopted, subject to stockholder approval, an amendment to the Amended and Restated CNA Financial Corporation Incentive Compensation Plan to increase by 5,000,000 shares the authorized number of shares of Common Stock that may be issued with respect to awards under the Incentive Compensation Plan. The Board recommends a vote FOR this proposal.			39

	Proposal 4			See Page
	Ratification of the appointment of Deloitte & Touche LLP as independent registered public accountants for CNA for 2026 Our Audit Committee of our Board of Directors has selected Deloitte & Touche LLP to serve as the independent registered public accountants for 2026. 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.			44

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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 6, 2026 (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

92%

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 the amendment to the Amended and Restated CNA Financial Corporation Incentive Compensation Plan to increase the number of authorized shares issuable under the Plan, and FOR the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accountants for 2026. 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, 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 6, 2026 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		75,612(1)		0
Scott R. Lindquist		81,487(2)		0
Jose O. Montemayor		0		0
Jane E. Possell		44,934(3)		0
Don M. Randel		0		0
André Rice		0		0
Dino E. Robusto		661,838(4)		0
Kenneth I. Siegel		0		14,321
Susan A. Stone		44,331(5)		0
Andrew H. Tisch		106,100		14,200,959(6)
Benjamin J. Tisch		0		726,383(7)
James S. Tisch		106,100		16,075,050(8)
Jane J. Wang		0		19,042
Douglas M. Worman		170,736(9)		0
All executive officers and directors as a group (18 persons)		782,767(10)		31,035,755(11)

(1)

Includes 40,674 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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(2)

Includes 42,182 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.

(3)

Includes 15,817 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)

Shares of CNA Common Stock beneficially owned as reported on Mr. Robusto’s Section 16 filing as of January 2, 2026.

(5)

Shares of CNA Common Stock beneficially owned as reported on Ms. Stone’s Section 16 filing as of July 31, 2025.

(6)

The amount beneficially owned includes: 12,530,400 shares held by trusts of which Mr. Andrew Tisch is trustee; and 840,000 shares held by a charitable foundation of which he is a director. He has sole voting and investment power with respect to 13,360,959 shares and shared voting and investment power with respect to 840,000 shares. Loews Common Stock shares beneficially owned by Mr. Andrew Tisch represent 6.9% of the outstanding shares of Loews Common Stock.

(7)

The amount beneficially owned includes: 709,346 shares held by trusts of which Mr. Benjamin Tisch is trustee; and 17,036 shares underlying vested RSUs of which he deferred receipt that could be delivered to him within 60 days of March 6, 2026, if his service with Loews terminated during that time. He has sole voting and investment power with respect to 726,383 shares. Loews Common Stock shares beneficially owned by Mr. Benjamin Tisch represent 0.4% of the outstanding shares of Loews Common Stock.

(8)

The amount beneficially owned includes: 9,816,950 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; and 380,000 shares held by a charitable foundation of which he is a director. He has sole voting and investment power with respect to 12,690,013 shares and shared voting and investment power with respect to 3,385,037 shares. Loews Common Stock shares beneficially owned by Mr. James Tisch represent 7.8% of the outstanding shares of Loews Common Stock.

(9)

Includes 74,572 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.

(10)

Includes 251,031 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 holdings represent less than 1% of the outstanding shares of Common Stock.

(11)

Includes 17,036 shares underlying vested RSUs deferred receipt that could be delivered within 60 days of March 6, 2026.

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CORPORATE GOVERNANCE

Proposal 1. Election of 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

Douglas M. Worman

N/A

Mr. Worman is Chairman of the Board (effective January 1, 2026) and Chief Executive Officer of CNA Financial Corporation (since January 1, 2025). Prior to such appointment, Mr. Worman held the position of Executive Vice President and Global Head of Underwriting of the CNA Insurance Companies from 2017 through December 31, 2024. Before joining the Company, he served as the Chief Executive Officer of Endurance US Insurance and Executive Vice President at Alterra Capital Holdings. Mr. Worman began his career at AIG, where he held several executive positions over 18 years including the position of President and Chief Executive Officer of AIG Excess Casualty Group, formerly known as American Home Assurance Company. Mr. Worman’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 Senior Vice President of Loews Corporation. He is also 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 and is a Director of Altium Packaging, another subsidiary of Loews. Since 2022, he has served on the Board of Directors of Flowserve Corporation, a publicly traded supplier of industrial and environmental machinery. Mr. Siegel previously served on the Board of Directors of Diamond Offshore Drilling, Inc., a former subsidiary of Loews, from 2014 to 2021. Before joining Loews in 2009, he worked as an investment banker for nearly 30 years in New York and London. Mr. Siegel has extensive experience with capital markets and merger and acquisition transactions. This experience and his position with Loews enables Mr. Siegel to provide valuable insight to our Board.

Andrew H. Tisch

Brother of James Tisch and uncle of Benjamin Tisch

Mr. Tisch is Director Emeritus of Loews Corporation and has been in such role since January 1, 2025. Prior to assuming this role, Mr. Tisch served as Co-Chairman of such Board from 2006 through December 31, 2024 and was a member of the Office of the President of Loews from 1999 through 2021. He previously served as a Director of the general partner of Boardwalk Pipeline Partners LP, from 2005 until 2021. Mr. Tisch’s experience with Loews allows him to provide valuable perspective and advice to our Board.

Benjamin J. Tisch

Son of James Tisch and nephew of Andrew Tisch

Mr. Tisch is President and Chief Executive Officer and a Director of Loews Corporation and has been in such roles since January 1, 2025. Prior to such appointment, Mr. Tisch was Senior Vice President of Corporate Development and Strategy from 2022 through December 31, 2024, where he was responsible for formulating Loews’ view on intrinsic value, developing and implementing capital allocation strategies and monitoring the Company from a majority stockholder perspective. He previously served as a Vice President of Loews from 2014 until 2022. He is a Director of Altium Packaging (since 2017) and of the general partner of Boardwalk Pipeline Partners, LP (since 2021). Before joining Loews in 2011, Mr. Tisch was a managing director at Fortress Investment Group, where he managed a variety of asset classes for the Global Macro Fund. His leadership and Board positions with Loews, along with his investment expertise, allows him to provide valuable perspective and advice to our Board.

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2026 Proxy Statement

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Director

Relationship

Biographical and Business Experience

NON-INDEPENDENT DIRECTORS

James S. Tisch

Brother of Andrew Tisch and father of Benjamin Tisch

Mr. Tisch is the Chairman of the Board of Loews and has been in such role since January 1, 2025 and has been a Loews Director since 1986. Previously, Mr. Tisch held the position of President and Chief Executive Officer of Loews Corporation from 1999 through December 31, 2024. He also served as Director of Diamond Offshore Drilling, Inc. from 1989 to 2021 and General Electric Company, a publicly traded company, from 2010 to 2022. Mr. Tisch’s experience with Loews allow him to provide valuable perspective and advice to our Board.

Jane J. Wang

N/A

Ms. Wang is Senior Vice President and Chief Financial Officer of Loews and has been in such role since May 2022. Prior to such role, Ms. Wang served in various roles at Loews since joining the company in 2006, serving as Vice President focused on strategic planning and corporate development immediately prior to her appointment as CFO of Loews. She is a Director of the general partner of Boardwalk Pipeline Partners, LP and is a Director of Altium Packaging, another subsidiary of Loews. 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 2021. He also served as a director of Century from 2012 to 2021 and as a Special Advisor to the Chief Executive Officer of Century from 2021 through March 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. He previously served as a director of Piedmont Lithium Inc., a publicly traded integrated lithium business, from January 2023 to August 2025. His expansive financial knowledge, experience leading a public company and expertise are valuable to our Board.

Jose O. Montemayor

N/A

Mr. Montemayor is the retired Principal of Black Diamond Capital Partners I, LP, a role he held from 2005 through January 2024. He previously served as a director of Prosperity Group Holdings LP, a life insurance and asset management entity from April 2020 to September 2025 and as a director of Protecdiv, Inc, an insurance and reinsurance broker from 2020 until October 2024. 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 is the retired President of The Andrew W. Mellon Foundation, a position he held from 2006 to 2013. Prior to that, Mr. Randel served as President of the University of Chicago from 2000 to 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. 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	WORMAN	SIEGEL	A. TISCH	B. TISCH	J. TISCH	WANG	BLESS	MONTEMAYOR	RANDEL	RICE
Tenure (years)	2	7	20	8	41	7	9	19	24	9
Age	58	69	76	43	73	44	60	75	85	68
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 exist: (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

The Company does not have a formal policy regarding the separation of the Chairman of the Board and Chief Executive Officer positions. The Company determines the leadership structure it deems appropriate based on factors such as the experience of the applicable individuals, the current business environment of the Company or other relevant factors. In the Company’s current leadership structure, the roles of Chairman of the Board and Chief Executive Officer are combined. The Board believes that this combined structure, with Douglas Worman holding both Chairman and Chief Executive Officer roles, 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.

SEC Form DEF 14A filed by CNA Financial Corporation