CNA Financial (CNA) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for April 30, 2025, to vote on director elections, executive compensation, and auditor ratification.

• Eleven director nominees, all current board members, are up for election; Loews Corporation, as majority shareholder, intends to vote in favor of all proposals.

• Advisory vote on executive compensation and ratification of Deloitte & Touche LLP as independent auditors for 2025 are included.

• Proxy materials and annual report are available online; multiple voting methods are provided.

Voting matters and shareholder proposals

• Proposals include: (1) election of eleven directors, (2) advisory vote on executive compensation, (3) ratification of Deloitte & Touche LLP as auditors, and (4) other business as may arise.

• Board recommends voting FOR all proposals.

• Loews Corporation, holding 92% of shares, can unilaterally approve all matters.

• Procedures for submitting shareholder proposals for the 2026 meeting are detailed, including advance notice and eligibility requirements.

Board of directors and corporate governance

• Board consists of eleven members, including both independent and non-independent directors; only four are independent due to controlled company status.

• Leadership structure separates Chairman and CEO roles as of January 1, 2025.

• Board committees include Audit, Compensation, Executive, and Finance; no Nominating Committee due to controlled company status.

• Code of Business Conduct and Ethics applies to all directors, officers, and employees.

• Directors who are not employees receive cash retainers and committee fees; all directors attended at least 75% of meetings in 2024.