01—Abstract
Summary
Summary of the 8-K filed February 18, 2025. Cited figures are marked; the original filing is the authoritative source.
Loews Corporation (L) filed this Form 8-K under Item 5.02 to disclose compensation arrangements tied to the leadership transition.
Benjamin J. Tisch was appointed President and Chief Executive Officer effective January 1, 2025. On February 17, 2025, the Compensation Committee set his annual base salary at $1,000,000,a a 2025 target cash incentive award of $2,600,000, and a 2025 target performance-based restricted stock unit (PRSU) award of 10,690 PRSUs with a grant date fair value of $900,000.
These awards were made under the 2016 Incentive Compensation Plan and are described as substantially the same as those granted to the Corporation's other executive officers. The Committee also approved special stock appreciation right (SAR) grants on February 17, 2025 to Benjamin J. Tisch, Alexander H.
Tisch (Vice President of the Corporation and President and Chief Executive Officer of its subsidiary Loews Hotels & Co), and Jane J. Wang (Senior Vice President and Chief Financial Officer). The filing states these SARs are not part of regular annual compensation and will not be awarded on a recurring basis.
Each of Benjamin and Alexander Tisch received 100,000 SARs at $100b/share, 150,000 at $150/share, and 200,000 at $200/share, with grant date fair values of $4,093,500 each. Ms. Wang received 75,000, 112,500, and 150,000 SARs at the same respective exercise prices, with a grant date fair value of $3,070,125. The SARs have a 10-year term and become exercisable seven years after grant.
The filing states that approximately 22% of the SARs become exercisable if the common stock reaches $100c per share during the exercise period, an additional approximately 33% at $150, and an additional approximately 45% at $200. Awards are forfeited on most terminations, with specified expiration periods applying upon death, disability, termination without cause, or termination for good reason.
Settlement is in common stock unless the Corporation elects cash, and the awards are subject to clawback. Exhibit 10.01 is the form of SAR award notice.
02—Key points
Key Highlights
- Benjamin J. Tisch became President and CEO effective January 1, 2025; his compensation was set on February 17, 2025.
- Tisch's 2025 compensation includes a $1,000,000 base salary, a $2,600,000 target cash incentive, and a PRSU award of 10,690 units with a $900,000 grant date fair value.
- Special SAR grants were made to Benjamin J. Tisch, Alexander H. Tisch, and Jane J. Wang, with grant date fair values of $4,093,500 for each Tisch and $3,070,125 for Ms. Wang.
- SARs are priced at $100, $150, and $200 per share, with the filing stating that approximately 22%, 33%, and 45% of the awards become exercisable at those respective price levels.
- The SARs have a 10-year term, become exercisable seven years after grant, and are subject to the Corporation's clawback policy.
- The filing describes the SAR grants as non-recurring and tied to the leadership transition, not part of regular annual compensation.
03—Questions
Frequently Asked Questions
How is Benjamin J. Tisch's 2025 pay structured?
The Compensation Committee set a $1,000,000 annual base salary, a 2025 target cash incentive award of $2,600,000, and a 2025 target PRSU award of 10,690 units with a grant date fair value of $900,000. The filing states these awards are substantially the same as those granted to the Corporation's other executive officers.
What are the special SAR grants and who received them?
On February 17, 2025, the Compensation Committee approved special SAR grants to Benjamin J. Tisch, Alexander H. Tisch, and Jane J. Wang in connection with the leadership transition. The filing states these are not part of regular annual compensation and will not be awarded on a regularly recurring basis.
What must happen for the SARs to have value?
The price of the Corporation's common stock must rise from its current trading price to the applicable exercise price ($100, $150, or $200 per share), and the executives must remain employed, subject to the filing's stated exceptions. The filing states that approximately 22%, 33%, and 45% of the SARs become exercisable at the $100, $150, and $200 price levels, respectively.
When do the SARs expire and what happens if employment ends?
The SARs have a 10-year term and become exercisable seven years after grant. They are automatically forfeited on termination other than by death, disability, termination without cause, or termination for good reason. After death or disability, they expire on the earlier of the third anniversary of termination and the end of the 10-year term. After termination without cause or for good reason, they expire on the earlier of the second anniversary of termination and the end of the 10-year term.
How will the SARs be settled and are they subject to clawback?
Payments on exercised SARs will be made in common stock unless the Corporation elects to pay in cash. The SARs and any stock or cash received on exercise are subject to clawback under the Corporation's executive incentive compensation clawback policy or as required by applicable law.
04—Continue