CNA FINANCIAL CORP (CNA)
Sector: Financials
2026 Annual Meeting Analysis
CNA FINANCIAL CORP · Meeting: April 29, 2026
Directors FOR
9
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election to the Board of Directors of the ten nominees named in the proxy statement
Against Analysis
Benjamin Tisch is the son of James Tisch and nephew of Andrew Tisch, both fellow directors with deep ties to Loews, the controlling shareholder; while he is not a family member of CNA management directly, the concentrated Tisch family presence across the board at a controlled company raises governance concerns about independent oversight, and his position as CEO of the controlling shareholder Loews places him in a relationship with senior CNA management that warrants an against vote.
For Analysis
Worman joined the board in 2025, making him exempt from the TSR trigger under the 24-month new-director exemption; no other flags identified.
CNA's 3-year return of +49.8% is strong positive, and the gap versus the peer median of -18.6 percentage points is well below the 50-percentage-point trigger threshold; no attendance or overboarding issues identified.
Despite a long tenure of 20 years, the 3-year TSR gap of -18.6pp versus the peer median does not meet the 50pp trigger threshold for strong-positive TSR; no attendance or overboarding issues identified.
The 3-year TSR underperformance versus the peer median of -18.6pp does not meet the 50pp trigger threshold for strong-positive TSR; while his 41-year tenure is extremely long, TSR performance screens do not trigger a No vote and no other standalone flags apply.
Wang joined in 2019 and the 3-year TSR gap of -18.6pp versus peers is well below the 50pp trigger threshold; no attendance or overboarding issues identified.
Bless has served since 2017 and the 3-year TSR gap of -18.6pp versus peers does not meet the 50pp trigger threshold; he is a designated audit committee financial expert and no other flags apply.
Montemayor has served since 2007 and the 3-year TSR gap of -18.6pp versus peers does not meet the 50pp trigger threshold; he is the audit committee chair and a designated audit committee financial expert with relevant insurance industry expertise.
Randel has served since 2002 and the 3-year TSR gap of -18.6pp versus peers does not meet the 50pp trigger threshold; all attendance requirements were met and no overboarding issues are present.
Rice has served since 2017 and the 3-year TSR gap of -18.6pp versus peers does not meet the 50pp trigger threshold; he is a CPA with investment management expertise appropriate for an audit and compensation committee role.
Nine of ten director nominees receive a FOR vote. The 3-year TSR underperformance versus the company-disclosed peer group of -18.6 percentage points does not trigger the 50-percentage-point threshold applicable when absolute 3-year TSR is strongly positive (CNA's +49.8%). The sole AGAINST vote is Benjamin Tisch, the son of board member James Tisch and nephew of board member Andrew Tisch, who is also CEO of Loews, CNA's 92%-controlling shareholder — this concentrated familial and control-shareholder dynamic on the board raises meaningful independence concerns at an already controlled company.
Say on Pay
✓ FORCEO
Douglas M. Worman
Total Comp
$12,619,149
Prior Support
96%%
CEO Douglas Worman received total compensation of $12,619,149, which is within a reasonable range for a CEO at a $12.3 billion market cap property and casualty insurance company; the pay structure is heavily weighted toward performance-based pay (the company discloses 91% variable for the CEO), with performance share awards subject to 3-year cliff vesting tied to a measurable adjusted operating income metric, and a meaningful clawback policy is in place. The prior year Say on Pay vote received approximately 96% support, signaling strong shareholder endorsement of the program, and CNA's 3-year stock return of +49.8% represents genuine shareholder value creation, so above-benchmark incentive pay is not misaligned with shareholder experience.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$11,500,000
Non-Audit Fees
$313,100
Non-audit fees (audit-related fees of $0.3 million plus other fees of approximately $13,100) total roughly $313,100, which is approximately 2.7% of audit fees of $11.5 million — well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a $12.3 billion market cap company; auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy.
Overall Assessment
CNA's 2026 annual meeting ballot is largely straightforward: the auditor ratification and Say on Pay proposals both pass their policy screens cleanly, supported by a clean fee ratio, strong prior-year shareholder support, and a well-structured performance-based pay program. The director slate receives nine FOR votes and one AGAINST — Benjamin Tisch is flagged due to his role as CEO of controlling shareholder Loews combined with his familial relationships to two other board members, creating an unusual concentration of family and control-shareholder influence on the board of an already majority-controlled company.
Compensation Peer Group
9 companies disclosed in 2026 proxy filing