Loews : 2023 Proxy Statement

667 Madison Avenue

New York, NY 10065-8087

Notice of 2023

Annual Meeting of Shareholders

AGENDA:

• 1 To elect eleven directors named in this proxy statement;

• 2 To approve, on an advisory basis, the company's executive compensation;

• 3 To hold an advisory vote on the frequency of future advisory votes on executive compensation;

• 4 To ratify the appointment of our independent auditors for 2023;

• 5 To approve an amendment to our certificate of incorporation to update exculpation provision; and

6

To transact any other business as may properly come before the meeting or any adjournment or postponement.

DATE:

Tuesday, May 9, 2023

TIME:

11:00 a.m. New York City Time

PLACE:

Loews Regency New York Hotel 540 Park Avenue, New York, New York

RECORD DATE:

March 14, 2023

Shareholders of record at the close of business on March 14, 2023 are entitled to notice of and to vote at the meeting and any adjournment or postponement.

YOUR VOTE IS IMPORTANT. PLEASE VOTE AS PROMPTLY AS POSSIBLE BY USING THE INTERNET OR TELEPHONE, OR IF YOU RECEIVED A PAPER COPY OF THE PROXY MATERIALS, BY SIGNING, DATING AND RETURNING THE ACCOMPANYING PROXY CARD.

By order of the Board of Directors,

Marc A. Alpert

Senior Vice President, General Counsel and Secretary March 29, 2023

Table of Contents

Contents

Notice of 2023 Annual Meeting of	Compensation Committee Report on
Shareholders	1	Executive Compensation	37
Proxy Summary	3	Compensation Committee Interlocks and
Insider Participation	37
Proposal No. 1: Election of Directors	5
2022 Executive Compensation Tables	38
Director Nominating Process	5
2022 Summary Compensation Table	38
Director Independence	6
Compensation Plans	40
Director Nominees	7
Pension Plans	44
Board Governance Information	12
Deferred Compensation	45
Corporate Governance	12
Pay Versus Performance	47
Board Leadership Structure	12
CEO Pay Ratio	49
Board Committees	13
Proposal No. 4: Ratification of the
Executive Sessions of Independent Directors	14
Appointment of Our Independent
Director Attendance at Meetings	14
Auditors	50
Board Oversight of Risk Management	15	Audit Fees and Services	50
Share Ownership Guidelines for Directors	16	Auditor Engagement Pre-Approval Policy	51
Director Compensation	16
Audit Committee Report	52
Transactions with Related Persons	17
Proposal No. 5: Approve Amendment
Stock Ownership	18	to Certificate of Incorporation to
Update Exculpation Provision	53
Principal Shareholders	18
Additional Information	55
Director and Officer Holdings	19
Voting	55
Proposal No. 2: Advisory Resolution to
Approve Executive Compensation	21	Other Matters	57
Proposal No. 3: Advisory Vote on the	Submissions of Nominations or Other Proposals
Frequency of Future Advisory Votes on	for Our 2024 Annual Meeting	57
Executive Compensation	22	Communicating with Our Board	58
Executive Compensation	23
Compensation Discussion and
Analysis	23
Executive Summary	23
Compensation Governance	26
Compensation Program Structure and Process	26
2022 Compensation to Our Named Executive
Officers	33
Other Considerations	36

We are providing this Proxy Statement in connection with the solicitation by our Board of Directors (our ''Board'') of proxies to be voted at our 2023 Annual Meeting of Shareholders (our ''Annual Meeting''), which will be held at the Loews Regency New York Hotel, 540 Park Avenue, New York, New York, on Tuesday, May 9, 2023, at 11:00 a.m., New York City Time.

Our mailing address is 667 Madison Avenue, New York, New York 10065-8087. Please note that throughout this Proxy Statement we refer to Loews Corporation as ''we,'' ''us,'' ''our,'' ''Loews'' or the ''company.''

Information and reports on websites that we refer to in this Proxy Statement will not be deemed a part of, or otherwise incorporated by reference in, this Proxy Statement.

Proxy Summary

Proxy Summary

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

This Proxy Statement, our 2022 Annual Report, including our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 7, 2023, and the proxy card are available atwww.loews.com/reports.

AGENDA AND VOTING MATTERS

Proposal

Board RecommendationPage Reference

Proposal 1: Elect the eleven directors listed below

FOR

Proposal 2: Approve, on an advisory basis, the company's executive compensation Proposal 3: Advisory vote on the frequency of future advisory votes on the company's executive compensation

FOR

1 YEAR

5 21 22

Proposal 4: Ratify the appointment of the company's independent auditors for 2023 Proposal 5: Approve an amendment to the company's certificate of incorporation to update exculpation provision

FOR

FOR

50 53

Transact such other business as may properly come before the meeting or any adjournment or postponement thereof

DIRECTOR NOMINEES

Board Committee MembershipName & Title

Ann E. Berman

Retired Senior Advisor to the President, Harvard University

Joseph L. Bower

Age 70 84

Director SinceAuditCompensationNominating & Governance

Executive

2006

■

2001

■

Donald K. David Professor Emeritus, Harvard Business School

■

■

CHAIR

Charles D. Davidson

Partner, Quantum Energy Partners

Charles M. Diker Chairman, Diker Management, LLC

Paul J. Fribourg

73 88 69

2015 2003 1997

■

■

■

Chairman, President and CEO, Continental Grain Company Lead Independent Director

Walter L. Harris

71

2004

■ ■ ■

CHAIR

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

■

CHAIR

Susan P. Peters

Retired Chief Human Resources Officer, General Electric Company

Andrew H. Tisch

69 73

2018 1985

■

■

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

CHAIR

James S. Tisch

70

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

1986 ■

Jonathan M. Tisch

69

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

1986 ■

Anthony Welters

68

2013

■

Founder, Chairman and CEO, CINQ Care Inc.

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

Proxy Summary

CORPORATE GOVERNANCE HIGHLIGHTS

Our corporate governance framework reinforces our goal of building long-term value for shareholders.

Board	▪ The Board has determined that all of our directors and nominees (other than James,
Independence	Andrew and Jonathan Tisch) are independent under our independence standards and
the New York Stock Exchange listing standards.
▪ Members of our Office of the President are our only management directors.
▪ Independent directors regularly hold executive sessions at Board meetings, which are
chaired by our lead director.
Accountability	▪ All of our directors are elected annually.
to Shareholders	▪ Our directors are elected by a majority voting standard in uncontested elections.
▪ Shareholders are invited to submit questions to our Chief Executive Officer and
Chief Financial Officer in connection with our quarterly earnings releases.
Board	▪ Our Board consists of directors with a diverse mix of skills, experience and
Composition	backgrounds.
and Evaluation	▪ Our Board and Board committees undertake robust annual self-evaluations.
Board	▪ We have four Board committees - Audit, Compensation, Nominating and
Committees	Governance, and Executive.
▪ Each of our Audit, Compensation and Nominating and Governance Committees is
composed entirely of independent directors.
Leadership	▪ We have a separate Chief Executive Officer and Co-Chairmen of the Board.
Structure	▪ Our lead director is fully independent and empowered with broadly defined
authorities and responsibilities. Our lead director is also Chairman of our Nominating
and Governance Committee, which is responsible for developing our corporate
governance principles.

Risk Oversight

• ▪ Our Board is responsible for risk oversight. It regularly reviews enterprise risk management and related policies, processes and controls, and oversees management in its assessment and mitigation of risk.

Director and Officer Stock Ownership

• ▪ Our non-employee directors are required to own shares of our stock having a value of at least three times their annual cash retainer.

• ▪ Our executive officers and directors as a group own a substantial percentage of our outstanding common stock.

• ▪ We only have a single class of common stock, which directly aligns the interests of our executive officers and directors with those of our other shareholders.

• ▪ We have an anti-hedging and pledging policy for directors and executive officers.

Compensation Governance

• ▪ Our fully independent Compensation Committee oversees all aspects of our executive compensation program.

• ▪ We have an annual shareholder advisory vote to approve named executive officer compensation.

• ▪ We have a clawback policy that allows for the recoupment of incentive compensation.

• ▪ We do not maintain employment agreements or agreements to pay severance upon a change in control with any of our executive officers.

• ▪ We structure a large majority of our executive officers' compensation to be performance based.

Ethics and Corporate

• ▪ Our Code of Business Conduct and Ethics is disclosed on our website.

  Responsibilities

• ▪ We have an active and robust ethics and compliance program, which includes regular employee training.

Proposal No. 1: Election of Directors

Proposal No. 1:

Election of Directors

Philip A. Laskawy has informed us that he will retire from the Board as of our 2023 Annual Meeting. The Board would like to thank him for his years of distinguished service to Loews and the Board. The Board has determined to fix the number of directors constituting the full Board at eleven, as of the 2023 Annual Meeting. Accordingly, at the Annual Meeting, shareholders will vote to elect a Board of eleven directors to serve until the next annual meeting of shareholders and until their respective successors are duly elected and qualified. It is the intention of the persons named in the accompanying form of proxy, unless you specify otherwise, to vote for the election of the nominees named below, each of whom is a current director. Our Board has no reason to believe that any of the persons named will be unable or unwilling to serve as a director and each has agreed to be nominated in this Proxy Statement.

If any nominee is unable or unwilling to serve, we anticipate that either:

• ▪ proxies will be voted for the election of a substitute nominee or nominees recommended by our Nominating and Governance Committee and approved by our Board; or

• ▪ our Board will adopt a resolution reducing the number of directors constituting our full Board.

Director Nominating Process

In evaluating potential director nominees for recommendation to our Board, our Nominating and Governance Committee seeks individuals with exceptional talent and ability and experience from a wide variety of backgrounds to provide a diverse spectrum of experience and expertise relevant to a diversified business enterprise such as ours.

In identifying, evaluating and nominating individuals to serve as directors, our Board and its Nominating and Governance Committee do not rely on any preconceived diversity guidelines or rules. Rather, our Board and its Nominating and Governance Committee believe that Loews is best served by directors with a wide range of perspectives, professional experiences, skills and other individual qualities and attributes.

Although we have no minimum qualifications, a candidate should represent the interests of all shareholders, and not those of a special interest group, have a reputation for integrity and be willing to make a significant commitment to fulfilling the duties of a director.

Our Nominating and Governance Committee will screen and evaluate all recommended director nominees (including those validly proposed by shareholders) based on these criteria, as well as other relevant considerations. Further information regarding the process for ashareholder to recommend a director nominee can be found below under ''Submissions of Nominations or Other Proposals for Our 2024 Annual Meeting'' on page 57. Our Nominating and Governance Committee will retain full discretion in considering its nomination recommendations to our Board.