DEF 14A of Old Republic International Corp, Mar 28, 2024

DEF 14A of Old Republic International Corp

Filed Mar 28, 2024 · FY20230001140361-24-016091

Open on EDGAR

  1. Director Compensation

    Director Compensation During 2023, non-employee directors received the following compensation for board and committee service, as applicable:

  2. Director Compensation

    | Annual Board Membership Fee | $165,000 | | Annual Chairman of the Board Fee | 70,000 | | Annual Lead Independent Director Fee | 14,000 | | Annual Committee Membership Fee (per committee) | 14,000 | | Annual Governance and Nominating Committee Chair Fee | 14,000 | | Annual Compensation Committee Chair Fee | 14,000 | | Annual Audit Committee Chair Fee | 21,000 | | Annual Vice Chair Fee (per committee) | 7,000 |

  3. Director Compensation

    Directors who are employees of the Company or its subsidiaries receive no compensation for their services as directors or committee members. Board members also serve as directors of several regulated insurance underwriting subsidiaries of the Company, for which no additional compensation is paid. In addition, the Company and its subsidiaries either directly pay or reimburse directors for travel, lodging and related expenses incurred in attending director or Committee meetings. Independent directors may not receive any form of compensation from the Company other than compensation for services as a director in order to remain qualified as independent. Director compensation is reviewed annually, and any changes are recommended by the Compensation Committee in consultation with the CEO and any independent consultant retained by the Compensation Committee for that purpose. The Compensation Committee’s recommendations are, in turn, voted upon by the full Board. The following table lists the compensation paid to each director of the Company eligible to receive such fees in 2023. Mr. Smiddy, as Chief Executive Officer of the Company, has his compensation reported in the Summary Compensation Table shown elsewhere in this proxy statement.

  4. Director Compensation

    | Old Republic International Corporation | 17 | 2024 Proxy Statement |

  5. 2023 Director Compensation

    2023 Director Compensation

  6. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash | All Other Compensation Other | Total | | Barbara A. Adachi | $193,000 | $— | $193,000 | | Steven J. Bateman | 200,000 | — | 200,000 | | Lisa J. Caldwell | 193,000 | — | 193,000 | | John M. Dixon | 209,333 | — | 209,333 | | Michael D. Kennedy | 193,000 | — | 193,000 | | Charles J. Kovaleski | 193,000 | — | 193,000 | | Spencer LeRoy III | 249,000 | — | 249,000 | | Peter B. McNitt | 217,500 | — | 217,500 | | Glenn W. Reed | 193,000 | — | 193,000 | | Therace M. Risch(1) | — | — | — | | J. Eric Smith(2) | 152,792 | — | 152,792 | | Arnold L. Steiner(3) | 86,250 | — | 86,250 | | Fredricka Taubitz | 228,000 | — | 228,000 | | Steven R. Walker | 235,000 | — | 235,000 |

  7. 2023 Director Compensation

    | 1. | Ms. Risch was elected to the Board effective March 18, 2024. |

  8. 2023 Director Compensation

    | 2. | Mr. Smith was elected to the Board effective March 17, 2023. |

  9. 2023 Director Compensation

    | 3. | Mr. Steiner’s term ended on May 25, 2023. |

  10. 2023 Director Compensation

    | Old Republic International Corporation | 18 | 2024 Proxy Statement |

  11. 2024 Director Nominees and Continuing Directors

    2024 Director Nominees and Continuing Directors The following tables list the nominees and continuing directors of the Company. Five Class 1 directors are to be elected at the Annual Meeting of the Shareholders for a term of three years and until their successors are elected and qualified. The nominees are current directors standing for re-election. It is intended that, in the absence of contrary specifications, votes will be cast pursuant to the enclosed proxies for the election of such nominees. Should any of the nominees become unable or unwilling to accept nomination or election, it is intended that, in the absence of contrary specifications, the proxies will be voted for the balance of those named and for a substitute nominee or nominees. However, the Company does not expect such an occurrence. All of the nominees have consented to be slated and to serve as directors if elected. Given the reasons and background information cited next to each nominee’s and each continuing director’s name below, and as illustrated in the diversity and skills matrix above, the Board of Directors believes that each of the nominees and the other continuing directors are highly qualified to serve Old Republic’s shareholders and other stakeholders.

  12. Nominees for Election: CLASS 1 (Term to expire in 2027)

    Nominees for Election: CLASS 1 (Term to expire in 2027)

  13. Nominees for Election: CLASS 1 (Term to expire in 2027)

    | Michael D. Kennedy Independent Director Since: 2020 Age: 67 | Mr. Kennedy is a senior client partner with Korn Ferry, the global organizational consulting firm, where he is a member of that firm's global financial services market and a leader with Korn Ferry's Diversity Center of Expertise. Prior to joining Korn Ferry, he served in senior positions at several financial services firms, including GE Capital, Wachovia and J.P. Morgan & Co. He was appointed by President Obama to serve as the chair of the Federal Retirement Thrift Investment Board, the largest pension fund in the United States (the “U.S.”), where he served until his term ended in 2020. Mr. Kennedy brings to the board his expertise and long experience in the financial services industry, which harmonize well with the Company’s business and the Board’s governance objectives. Committees: Audit, Governance and Nominating* * Governance and Nominating Committee Vice Chair effective May 23, 2024. |

  14. Nominees for Election: CLASS 1 (Term to expire in 2027)

    | Spencer LeRoy III Chairman of the Board Since: 2021 Independent Director Since: 2017 (Director Since: 2015) Age: 77 | Until his retirement in 2014, Mr. LeRoy was Senior Vice President, Secretary and General Counsel of the Company since 1992. Prior to that, he was a partner with the law firm of Lord, Bissell and Brook (now Locke Lord LLP). His legal career involved all aspects of insurance, corporate governance and financial-related matters. Mr. LeRoy has long and significant legal experience and extensive knowledge of the Company and its risk factors, which harmonize well with the Company’s business and the Board’s governance objectives. Committees: Executive |

  15. Nominees for Election: CLASS 1 (Term to expire in 2027)

    | Old Republic International Corporation | 26 | 2024 Proxy Statement |

  16. Nominees for Election: CLASS 1 (Term to expire in 2027)

    | Peter B. McNitt Independent Director Since: 2019 Age: 69 | Mr. McNitt is the retired Vice Chair of BMO Harris Bank; a position he held since 2006. Prior to that, he led BMO Harris’ U.S. Corporate Banking as Executive Vice President and U.S. Investment Banking as Executive Managing Director. He also serves as a director of Hub Group, Inc. (NASDAQ: HUB), a provider of intermodal highway and logistics services. He has long-term experience and deep knowledge gained during his more than 40-year-long career. His wide range of responsibilities focused on the delivery of the full breadth of wealth, and commercial and investment banking services to customers. Mr. McNitt’s extensive experience harmonizes well with the Company’s business needs and governance objectives. Committees: Audit, Compensation (Chair), Executive “Financial Expert” as defined by SEC regulation Current Public Company Directorships: Hub Group, Inc. |

  17. Nominees for Election: CLASS 1 (Term to expire in 2027)

    | J. Eric Smith Independent Director Since: 2023 Age: 66 | Mr. Smith was the President and Chief Executive of Swiss Re Americas from 2011 to 2020. Mr. Smith also held a number of executive roles in his career, including President of USAA Life Insurance Company and President of Allstate Financial Services. He also held various positions in property and casualty insurance with COUNTRY Financial over a 20-year period. Mr. Smith’s significant experience in, and knowledge of, the business and the risk factors associated with the insurance industry and especially the insurance specialty markets harmonize well with the Company’s business needs. Committees: Compensation, Governance and Nominating |

  18. Nominees for Election: CLASS 1 (Term to expire in 2027)

    | Steven R. Walker Lead Independent Director Since: 2021 Independent Director Since: 2006 Age: 78 | Mr. Walker was formerly Senior Counsel and Partner with Leland, Parachini, Steinberg, Matzger & Melnick, LLP, attorneys, San Francisco, California. He has significant experience as both an attorney and a business manager during a long career largely focused on the title insurance industry. Mr. Walker’s extensive experience harmonizes well with the Company’s business needs and governance objectives. Committees: Audit, Executive, Governance and Nominating (Chair) |

  19. Nominees for Election: CLASS 1 (Term to expire in 2027)

    | Old Republic International Corporation | 27 | 2024 Proxy Statement |

  20. Continuing Directors: CLASS 2 (Term expires in 2025)

    Continuing Directors: CLASS 2 (Term expires in 2025)

  21. Continuing Directors: CLASS 2 (Term expires in 2025)

    | Steven J. Bateman Independent Director Since: 2017 Age: 65 | An audit partner with the accounting firm of PricewaterhouseCoopers LLP until his retirement, Mr. Bateman had a 37-year career as an auditor and business advisor for a large number of organizations engaged in all major insurance fields. During that period of time, he gained a wealth of knowledge and experience in the business and the risk factors associated with the insurance industry. Mr. Bateman’s background and experience harmonize well with the Company’s business and the Board’s governance objectives. Committees: Audit (Vice Chair*), Compensation * Successor Audit Committee Chair effective May 23, 2024. Executive Committee member effective May 23, 2024. “Financial Expert” as defined by SEC regulation |

  22. Continuing Directors: CLASS 2 (Term expires in 2025)

    | Lisa J. Caldwell Independent Director Since: 2021 Age: 63 | Ms. Caldwell is the Chief Executive Officer of Caldwell Collection, LLC, a fashion retail organization, and previously served as the Executive Vice President and Chief Human Resources Officer of Reynolds American, R. J. Reynolds Tobacco Company, and RAI Services until her retirement in 2018. She is a member of the founding board of directors of Triad Business Bank and she has served in leadership roles at many charitable and educational organizations. Ms. Caldwell brings to the Board her general business and entrepreneurial expertise. Ms. Caldwell’s experience as an executive officer of a large corporation and her extensive knowledge of human resource matters harmonize well with the Company’s business and the Board’s governance objectives. Committees: Compensation, Governance and Nominating |

  23. Continuing Directors: CLASS 2 (Term expires in 2025)

    | John M. Dixon Independent Director Since: 2003 Age: 84 | Mr. Dixon was formerly Chief Executive Partner with the law firm of Chapman and Cutler, Chicago, Illinois, until his retirement in 2002. His qualifications include his extensive background as an attorney and his knowledge of corporate law and the legal and other risks associated with corporations similar to the Company. Mr. Dixon’s skills and experience harmonize well with the Company’s business and the Board’s governance objectives. Committees: Compensation, Executive, Governance and Nominating |

  24. Continuing Directors: CLASS 2 (Term expires in 2025)

    | Old Republic International Corporation | 28 | 2024 Proxy Statement |

  25. Continuing Directors: CLASS 2 (Term expires in 2025)

    | Glenn W. Reed Independent Director Since: 2017 Age: 71 | Mr. Reed served as a Managing Director of The Vanguard Group, Inc., one of the world’s largest asset-management firms, until his retirement from the firm in 2017. While at Vanguard, Mr. Reed had overall responsibility for Vanguard’s corporate finance and mutual fund finance functions, most recently heading up the firm’s Strategy division. Prior to joining Vanguard in 2007, he served as general counsel for a multi-line health and life insurance company following a 21-year career as a partner of the Chicago-based law firm of Gardner, Carton & Douglas (now Faegre Drinker Biddle & Reath). Mr. Reed’s long experience and deep knowledge in these fields harmonize well with the Company’s business needs and the Board’s governance objectives. Committees: Audit, Compensation “Financial Expert” as defined by SEC regulation |

  26. Continuing Directors: CLASS 2 (Term expires in 2025)

    | Therace M. Risch Independent Director Since: 2024 Age: 51 | Ms. Risch is Executive Vice President and Chief Information & Technology Officer for American Electric Power Company, Inc. She was previously Executive Vice President and Chief Information & Digital Officer at J.C. Penney Company, Inc. and Executive Vice President and Chief Information Officer at COUNTRY Financial. Further, she has 10 years of experience directly in the insurance industry working at the St. Paul Companies, Inc. and COUNTRY Financial. Ms. Risch’s broad expertise in the areas of cybersecurity, technology transformation, and foundational IT operations, as well as her industry-specific business knowledge, harmonize well with the Company’s business needs and governance objectives. Committees: Audit, Governance and Nominating |

  27. Continuing Directors: CLASS 3 (Term expires in 2026)

    Continuing Directors: CLASS 3 (Term expires in 2026)

  28. Continuing Directors: CLASS 3 (Term expires in 2026)

    | Barbara A. Adachi Independent Director Since: 2021 Age: 73 | Retired from Deloitte in 2013, Ms. Adachi was formerly the chief executive and National Managing Partner for Deloitte Consulting’s Human Capital Consulting Practice. For over 20 years, she focused on human capital strategy, organization transformation, executive compensation and diversity, equity, and inclusion. Prior to Deloitte, she spent 18 years in the insurance industry specializing in employee benefits and workers’ compensation. She became NACD Directorship Certified® in 2022 and received a CERT Certificate in Cybersecurity Oversight from the Carnegie Mellon University Software Engineering Institute in January 2024. Ms. Adachi’s extensive business experience in insurance, consulting and human capital matters harmonizes well with the Company’s business needs. Committees: Audit, Governance and Nominating |

  29. Continuing Directors: CLASS 3 (Term expires in 2026)

    | Old Republic International Corporation | 29 | 2024 Proxy Statement |

  30. Continuing Directors: CLASS 3 (Term expires in 2026)

    | Charles J. Kovaleski Independent Director Since: 2018 Age: 75 | A licensed attorney in two states, Mr. Kovaleski was President and Chief Executive Officer of Attorneys’ Title Insurance Fund, Orlando, Florida, for more than 20 years. He also served as an officer with one of the Company’s Title subsidiaries for many years and was a founding director, and later chair, of Riverside Bank of Central Florida. Mr. Kovaleski’s extensive general business experience, particularly in real estate and title insurance, harmonizes well with the Company’s business needs. Committees: Audit, Governance and Nominating |

  31. Continuing Directors: CLASS 3 (Term expires in 2026)

    | Craig R. Smiddy Director Since: 2019 Age: 59 | Mr. Smiddy was elected as the Company’s President and Chief Executive Officer in 2019. Prior to that, he served as President and Chief Operating Officer of the Company since June 2018. From 2013 to 2018, he was Chief Operating Officer and then later appointed President of Old Republic General Insurance Group, Inc. Before joining the Company, he was President of the Specialty Markets Division of Munich Reinsurance America, Inc. Mr. Smiddy’s significant experience in, and knowledge of, the business and the risk factors associated with the insurance industry and especially the insurance specialty markets harmonize well with the Company’s business needs. Committees: Executive (Chair) |

  32. Continuing Directors: CLASS 3 (Term expires in 2026)

    | Fredricka Taubitz Independent Director Since: 2003 Age: 80 | Ms. Taubitz is a CPA by training. Until 2000, she was Executive Vice President and Chief Financial Officer of Zenith National Insurance Corp. Until 1985, she was a partner with the accounting firm of Coopers & Lybrand (now PricewaterhouseCoopers LLP). Ms. Taubitz’s long professional career, significant experience in, and knowledge of, the business and the risk factors associated with the insurance industry harmonize well with the Company’s business needs. Committees: Audit (Chair*), Compensation, Executive * Will be succeeded as Audit Committee Chair by Steven J. Bateman effective May 23, 2024. “Financial Expert” as defined by SEC regulation |

  33. Continuing Directors: CLASS 3 (Term expires in 2026)

    | Old Republic International Corporation | 30 | 2024 Proxy Statement |

  34. Continuing Directors: CLASS 3 (Term expires in 2026)

    Ratification of the Selection of an Independent Registered Public Accounting Firm In accordance with its charter, the Audit Committee has selected the firm of KPMG LLP (“KPMG”), an independent registered public accounting firm, to be the Company’s independent registered public accounting firm for the year 2024. The selection has been approved by the Board of Directors. In the ordinary course of corporate governance, the Board of Directors is asking and recommending that the shareholders ratify this selection. The Company is not required to take any action as a result of the outcome of the vote on this proposal. However, in the event the shareholders fail to ratify this selection, the Board of Directors and the Audit Committee will investigate the reasons for the shareholders’ rejection and may consider whether to retain KPMG or to appoint another independent registered public accounting firm. Even if the selection of KPMG is ratified, the Board of Directors and Audit Committee, at their discretion, may direct the appointment of a different independent registered public accounting firm if they believe that such a change would be in the best interests of the Company’s shareholders and other stakeholders.

  35. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives Compensation levels are set to enable the Company to attract, reward and retain executive officers and other employees critical to its long-term success. The Board of Directors believes that compensation paid to executive officers with policy-setting responsibilities should be closely aligned with the Company’s performance on both a short-term and long-term basis. Executive officers, including the CEO and CFO, do not have employment contracts. They and all other employees of the Company and its subsidiaries are “employees-at-will”. Compensation for the CEO, CFO, other executive officers, and certain senior managers of the Company and its subsidiaries is set annually by the Compensation Committee of the Board of Directors based either on its sole determination or in consultation with the CEO, provided that the CEO does not consult on his own compensation. Beginning in 2023, the Compensation Committee determined to shift to a more objective performance-based compensation program that more directly links executive compensation to the satisfaction of specified performance criteria and individual performance. In doing so, the Compensation Committee sought to establish a clear line of sight between performance, accountability, and incentive compensation for short-term and long-term incentive compensation. To this end, in March 2023, at the recommendation of the Compensation Committee, the Board approved the Old Republic International Corporation 2023 Performance Recognition Plan (the “PRP”), and the Compensation Committee awarded annual performance-based incentive target cash awards under the PRP for the named executive officers, as described below under the heading “2023 Performance Recognition Plan”. Beginning in 2023, the PRP replaced the various Key Employee Performance Recognition Plans (“KEPRPs”), under which annual performance-based incentive awards were awarded for 2022 and prior years, as a means of providing cash incentive ‎compensation to the Company’s executive officers and certain senior managers.‎ Consistent with its shift to a more objective performance-based compensation program, in March 2024, the ‎Compensation Committee granted equity awards to executive officers that include performance-based objectives. Approximately 60% of the notional value of equity compensation awards to executive officers include ‎performance grants measured over a 3-year performance period. The performance grants earned will depend on ‎the level of achievement (threshold, objective, or maximum) of the performance objectives over the performance period, based on a 50% weighting for each. Less than threshold will earn 0%, meeting the threshold will earn 50%, meeting the objective will earn 100%, and ‎meeting or exceeding the maximum will earn 200%, with achievement levels between the threshold and the ‎maximum interpolated accordingly. ‎The two performance objectives are: (i) ‎3-Year Average ‎Operating Return on Equity (which reflects the operating return on equity over the 3-year performance period) of 6% (threshold), 11% (objective), and 18% (maximum), ‎and ‎‎(ii) 3-Year Annual Compound Total Return in Book ‎Value per share (including ‎dividends) (which reflects the total return per share over the 3-year performance period) of 6% (threshold), 11% (objective), and 18% (maximum). The Board of Directors and Compensation Committee reviewed last year’s advisory “Say-on-Pay” shareholder vote concerning executive officer compensation and took into account that vote (94.8% of shares present in person or by proxy voted to approve) along with all other considerations in its review and determination of compensation for the current year. The Committee expects to also consider that vote and future votes concerning executive officer compensation when reviewing any possible changes in compensation

  36. Compensation Philosophy and Objectives

    programs. In addition, the Board reviewed last year’s advisory shareholder vote on the frequency of having advisory shareholder votes on executive compensation, and taking into account that vote as well as its own recommendation, the Board determined that ORI will conduct “Say-on-Pay” votes on an annual basis until the next required shareholder advisory vote regarding the frequency of such votes. The companies Old Republic selected as members of its peer group for 2023 are: American Financial Group, Inc., American International Group, Inc., W. R. Berkley Corporation, Chubb Limited, Cincinnati Financial Corporation, CNA Financial Corporation, Fidelity National Financial, Inc., First American Financial Corporation, The Hartford Financial Services Group, Inc., Stewart Information Services Corporation and The Travelers Companies, Inc. A comparison of the aggregate stock performance of Old Republic and this peer group appears in a chart in Part II of the Company’s Annual Report on Form 10-K and elsewhere in this proxy statement.

  37. Elements of Compensation

    | • | Annual cash performance awards; |

  38. Incentive Awards and Bonuses

    Incentive Awards and Bonuses Beginning with performance year 2023, the PRP replaced the KEPRPs as a means of providing cash incentive ‎compensation to executive officers and certain senior managers. The adoption of the ‎PRP in March 2023 reflects the Compensation Committee’s desire to shift to a more objective ‎performance-based program and to provide for annual payouts based on satisfaction of specified ‎performance objectives and individual performance. The Board’s approval of the PRP is one part of the ‎overall strategy to develop a clear line of sight between performance, accountability, and incentive ‎compensation.‎ These awards are intended to reward and retain executive officers, certain senior managers, and certain other employees of the Company and its subsidiaries, based on the level of achievement of performance-based objectives and management’s and the Compensation Committee’s review of their performance.

  39. Incentive Awards and Bonuses

    | Old Republic International Corporation | 38 | 2024 Proxy Statement |

  40. 2023 Performance Recognition Plan (PRP)

    2023 Performance Recognition Plan (PRP) Under the PRP, the Compensation Committee determines the amount of the performance-based award opportunity for a designated performance period based on specified performance criteria and performance objectives for each participant. The performance criteria used by the Compensation Committee may include either objective or subjective criteria ‎that measure performance by the Company, an operating segment or other affiliate, and/or a participant’s ‎performance. These criteria ‎may include, but are not limited to, customary industry, corporate, or financial performance measures. Each performance objective is weighted against the other performance objectives selected for an award and specifies the percentage that can be earned based on the level of achievement. Each cash award under the PRP is calculated by reference to the participant’s target award approved by the Committee for the award year equal to a percentage of the participant’s base salary. Cash awards are paid in the tax year following the performance period. Annual PRP cash awards ‎also have a discretionary component that subjectively measures an individual’s performance.‎ The Compensation Committee determines the amounts paid under an award depending on the level of achievement of the applicable weighted performance objectives during the performance period. Awards under the PRP have such vesting and change of control provisions as specified in the award agreement. In general, 2023 PRP award recipients must be employed by the Company or one of its affiliates on the date of payment for the award to vest. Notwithstanding the foregoing, (1) if an award recipient dies or becomes disabled during the performance period for the award, the executive’s award will vest pro rata and (2) if an award recipient is terminated without cause or in connection with a change in control, the award will vest in full.

  41. 2023 Annual Performance-Based Cash Bonuses

    2023 Annual Performance-Based Cash Bonuses The Compensation Committee awarded 2023 annual performance-based cash bonuses under the PRP (the “2023 PRP awards”) in March 2024 based on award targets approved by the Committee in 2023. The performance period under the 2023 PRP awards was calendar year 2023. The Compensation Committee reviewed advice from Fredrick W. Cook, Inc. regarding market practices and considered Mr. Smiddy’s recommendations for executive officers, other than himself, and certain senior managers. The 2023 PRP awards granted to all of the named executive officers were dependent on the level of achievement of the following performance criteria (weighted as noted): (i) $/% change – Net Earned Premiums & Fees (excluding the results of the Title and RFIG run-off segments), which reflects the change in the amount of net earned premiums and fees earned during 2023 as compared to the prior year, of 2.0% (threshold), ‎5.0% (objective), ‎8.0% (maximum) ‎(35% weighting); (ii) % Underwriting Margin/Combined Ratio (excluding the results of the RFIG run-off segment), which reflects underwriting margin/combined ratio for the performance period, of 99.5% (threshold), ‎93.0% (objective), 89.5% (maximum) (35% weighting); and (iii) a discretionary component approved by the Compensation Committee that subjectively measures an individual’s performance during the performance period (30% weighting). For the two non-discretionary criteria, achievement levels less than threshold earned 0%, meeting threshold earned 50%, meeting objective earned 100%, and meeting or exceeding maximum earned 200%, with achievement levels between threshold and maximum interpolated accordingly. The achievement level of the discretionary component earned between 0% and 200%. The 2023 PRP target bonus amount payable as a percentage of base salary for the named executive officers were: Mr. Smiddy, 165% of salary; Mr. Sodaro, 90% of salary; Messrs. Gray and Oberst, 130% of salary; and Mr. Lange, 110% of salary.

  42. 2023 Annual Performance-Based Cash Bonuses

    | Old Republic International Corporation | 39 | 2024 Proxy Statement |

  43. 2023 Annual Performance-Based Cash Bonuses

    For 2023, the achievement level for the two non-discretionary criteria was as follows: ‎$/% change – Net Earned Premiums & Fees (excluding Title and RFIG run-off segments) was 8.2% and % Underwriting Margin/Combined Ratio (excluding the results of the RFIG run-off segment) was 92.8%. The following table shows the target bonus amount, earned amount based on level of achievement for each of the performance criteria, and the total bonus amount for each of the named executive officers.

  44. 2023 Annual Performance-Based Cash Bonuses

    | Executive | Target Bonus Amount | $/% change in Net Earned Premium and Fees | % Underwriting Margin/Combined Ratio | Discretionary | Total | | Craig R. Smiddy | $1,529,000 | $1,070,300 | $565,731 | $642,180 | $2,278,211 | | Frank J. Sodaro | 504,600 | 353,220 | 186,702 | 211,932 | 751,854 | | W. Todd Gray | 766,133 | 536,293 | 283,470 | 321,776 | 1,141,539 | | Jeffrey P. Lange | 605,000 | 423,500 | 223,850 | 254,100 | 901,450 | | Stephen J. Oberst | 813,000 | 569,100 | 300,810 | 341,460 | 1,211,370 |

  45. Equity Awards under Incentive Compensation Plans

    Equity Awards under Incentive Compensation Plans The Company believes executive officers, certain senior managers, and certain other employees of the Company’s and its subsidiaries who make substantial contributions to long-term performance should have an equity ownership in the Company to better align their interests with those of the shareholders. The most recent plan, the 2022 Incentive Compensation Plan, was approved by shareholders in May 2022. As a result of the approval by the shareholders of the 2022 Incentive Compensation Plan, no further awards were made under the prior plan, the 2016 Incentive Compensation Plan. The 2022 Incentive Compensation Plan permits the granting of a broad variety of equity incentives, including any or all of the following types of awards: (1) stock options, (2) restricted stock awards, (3) restricted stock units, (4) performance grants, and (5) stock appreciation rights. The Compensation Committee has the authority to: (i) select the participants to whom awards may be granted; (ii) determine the type or types of awards to be granted; (iii) determine the number of awards; (iv) determine the terms and conditions of any award; (v) determine whether, to what extent, and under what circumstances awards shall be deferred; and (vi) determine whether, to what extent, and under what circumstances any award shall be canceled or suspended. As of March 1, 2024, 17,788,491 shares remain available for awards under the 2022 Incentive Compensation Plan. The objective of the 2022 Incentive Compensation Plan is to encourage:

  46. Equity Awards under Incentive Compensation Plans

    | • | Alignment of shareholder and employee interests; |

  47. Equity Awards under Incentive Compensation Plans

    | • | Employee efforts to grow shareholder value; and |

  48. Equity Awards under Incentive Compensation Plans

    | • | A commitment to the Company. |

  49. Equity Awards under Incentive Compensation Plans

    Accordingly, these awards have not been limited to the CEO, CFO, and other named executive officers, but have also been granted to several hundred employees of the Company and its subsidiaries. The factors considered when making these awards include:

  50. Equity Awards under Incentive Compensation Plans

    | • | Business unit size and complexity of operations with which the individual is associated; |

  51. Equity Awards under Incentive Compensation Plans

    | • | The individual’s level of responsibility and experience; |

  52. Equity Awards under Incentive Compensation Plans

    | • | The success of the business unit with which the individual is associated; and |

  53. Equity Awards under Incentive Compensation Plans

    | • | The individual’s contribution to the business unit’s success. |

  54. Equity Awards under Incentive Compensation Plans

    | Old Republic International Corporation | 40 | 2024 Proxy Statement |

  55. Equity Awards under Incentive Compensation Plans

    The relative significance of the above factors with respect to awards granted to the CEO, CFO, other named executive officers, certain senior managers, and certain other employees is determined subjectively by the Compensation Committee. The Compensation Committee gives consideration to the segmented and consolidated results of the Company using business judgment and consultation with the CEO for awards other than the CEO. The aggregate number of shares granted annually over the past three years to all employees, including the CEO, CFO, and other named executive officers has been approximately 1.1% of the then outstanding Common Stock of the Company. These awards are typically made once a year, usually during the first quarter following receipt of the independent registered public accounting firm’s report on the financial statements for the preceding year. The Compensation Committee approves the individual award granted to the CEO, CFO, and the other executive officers, and certain senior managers. The Compensation Committee also approves a total pool of awards to be made to other employees, with such awards to be determined by the CEO. Each award is made at the fair market value of the Company’s Common Stock on the date the award is granted (the grant date). When making these awards, the other sources of compensation for the participant, such as base salary and any other awards, are taken into account. The Compensation Committee does not take material ‎nonpublic ‎information into account when determining the timing and terms of these awards, ‎and the Company does not time ‎the disclosure of material nonpublic information for the ‎purpose of affecting the value of ‎executive compensation.‎

  56. Summary Compensation Table

    Summary Compensation Table The following table shows the compensation for the named executive officers of the Company.

  57. Summary Compensation Table

    | SUMMARY COMPENSATION TABLE | | | | | | | | | | | (a) Name and Principal Positions | (b) Year | (c) Salary | (d) Bonus(1) | (e) Restricted Stock Awards (“RSAs”)(2) | (f) Value of Stock Option Awards(3) | (g) Non-equity Incentive Compensation Awards(4) | (h) Change in Pension Value and Nonqualified Deferred Compensation Earnings(5)(6) | (i) All Other Compensation(7) | (j) Total ($) | | Craig R. Smiddy | | | | | | | | | | | President and Chief Executive Officer | 2023 | $926,667 | $— | $1,933,420 | $652,000 | $2,278,211 | $— | $37,019 | $5,887,317 | | | 2022 | 890,000 | 1,451,018 | 1,638,000 | 554,400 | — | — | 6,592 | 4,540,010 | | | 2021 | 863,333 | 1,244,483 | — | 261,800 | — | — | 22,676 | 2,392,292 | | Frank J. Sodaro | | | | | | | | | | | Senior Vice President and Chief Financial Officer | 2023 | 560,667 | — | 607,750 | 228,200 | 751,854 | — | 30,677 | 2,179,148 | | | 2022 | 523,000 | 439,495 | 468,000 | 184,800 | — | — | 60,837(8) | 1,676,132 | | | 2021 | 367,500 | 403,304 | — | 56,100 | — | — | 61,065(8) | 887,969 | | W. Todd Gray | | | | | | | | | | | Executive Vice President and Treasurer | 2023 | 589,333 | — | 607,750 | 228,200 | 1,141,539 | — | 26,968 | 2,593,790 | | | 2022 | 558,667 | 623,678 | 468,000 | 184,800 | — | — | 22,647 | 1,857,792 | | | 2021 | 535,000 | 570,369 | — | 74,800 | — | — | 18,665 | 1,198,834 | | Jeffrey P. Lange | | | | | | | | | | | Senior Vice President — Underwriting and Distribution | 2023 | 550,000 | — | 607,750 | 228,200 | 901,450 | — | 32,729 | 2,320,129 | | Stephen J. Oberst | | | | | | | | | | | Executive Vice President | 2023 | 626,346 | — | 850,850 | 293,400 | 1,211,370 | 33,099 | 73,198 | 3,088,263 | | | 2022 | 604,808 | 812,032 | 702,000 | 246,400 | — | — | 52,623 | 2,417,863 | | | 2021 | 588,077 | 738,131 | — | 121,550 | — | — | 73,037(9) | 1,520,795 |

  58. Summary Compensation Table

    | 1. | The awards in this column include the combined cash and deferred incentive compensation awards granted under the ORI KEPRP or the ‎KEPRP of one of its subsidiaries in 2022 and 2021. The first $50,000 of KEPRP awards was paid in cash and 50% of any excess was paid in cash at the time of award and 50% was paid in cash but ‎deferred and usually not payable before the person retires at age 55 or later. Prior to August 2023, the deferred amounts accrued ‎interest at a composite rate for awards made after 2004. Since August 2023, the named executive officers can accrue investment gains or losses based on their ‎hypothetical investment elections (if any) instead of receiving the default composite interest rate adjustment. The amounts set forth in this column include the amount of the KEPRP awards granted in 2022 and 2021 as well as interest accrued during those two respective years on deferred balances from prior ‎years’ awards.‎ No further awards under the KEPRPs were made after the 2022 awards, and beginning in 2023, annual cash incentive awards are made under the PRP and are disclosed in column (g) of this table. Interest accrued in 2023 on deferred balances from prior years’ KEPRP awards is reported in the Nonqualified Deferred Compensation table. |

  59. Summary Compensation Table

    | 2. | The RSA awards shown in this column were made pursuant to the 2022 Incentive Compensation Plan. These shares vest over a three-year term beginning one year after they were awarded and are subject to forfeiture under certain conditions. The value shown is based upon the price of the Company’s Common Stock (i) for the 2023 awards, on March 16, 2023, the date of grant, and (ii) for the 2022 awards, on May 26, 2022, the date the Company’s shareholders approved the 2022 Incentive Compensation Plan. |

  60. Summary Compensation Table

    | Old Republic International Corporation | 45 | 2024 Proxy Statement |

  61. Summary Compensation Table

    | 3. | The option awards in this column (f) were made pursuant to the 2016 Incentive Compensation Plan for 2021 and the 2022 Incentive Compensation Plan for 2022 and 2023. For 2022 and 2023, the options vest similar to the RSA awards described in (2) above. For 2021, the options vest 10% at the end of the year of grant, and thereafter annually at the rates of 15%, 20%, 25% and 30% so that at the end of the 5th fiscal year after the grant they are 100% vested; if the optionee dies, retires in good standing after age 57, or becomes disabled, vesting acceleration occurs. In such cases and in the event of change in control of the Company, vesting accelerates to the extent of the greater of 10% of the shares covered for each year of service by the optionee or the actual vested percentage plus 50% of the unvested remaining shares. In the case of any option granted to an optionee who, as of the grant date: (i) has attained age 65, (ii) is currently an employee of the Company or a subsidiary, and (iii) has been employed by the Company or a subsidiary for ten (10) years or longer, such options are considered fully vested as of the grant date. |

  62. Summary Compensation Table

    The option values represent the estimated present value as of the date the options were granted as calculated utilizing the Black-Scholes-Merton model. Accordingly, the option awards included under this column were granted in the years shown and reflect, among other factors previously noted, an evaluation of earnings trends and returns on equity for prior years. The significant factors and assumptions incorporated in the Black-Scholes-Merton model used to estimate the value of the options include the following:

  63. Summary Compensation Table

    | a) | Options are issued with an exercise price equal to 100% of the per share value at the close of trading (the “Fair Market Value” of Common Stock) on the date of grant. The grant date is the date the Compensation Committee grants an option and the date from which the option term shall be measured. |

  64. Summary Compensation Table

    | b) | The term of each option is 10 years (unless such terms are otherwise shortened or forfeited due to termination of employment) and it is assumed that these executives will hold these options for an average of 8 years. |

  65. Summary Compensation Table

    | c) | Specific interest rates are used for valuing the awards. Such rates are predicated on the interest rate on U.S. Treasury securities on the date of grant with a maturity date corresponding to that of the expected option life. |

  66. Summary Compensation Table

    | d) | A stock price volatility factor is utilized in valuing the option awards. This factor is calculated using closing stock prices for the period prior to the date of grant corresponding with the expected option life. |

  67. Summary Compensation Table

    | e) | Expected annual dividend yields ranging between 4.2% and 5.0% are used in the calculation of the awards. |

  68. Summary Compensation Table

    The ultimate value of the options will depend on the future market price of the Company’s Common Stock, which cannot be forecasted with reasonable accuracy. The actual value, if any that an optionee may realize upon exercise of an option will be based on the excess of the market value over the exercise price on the date the option is exercised.

  69. Summary Compensation Table

    | 4. | The awards in this column reflect amounts paid for 2023 performance pursuant to annual performance-based cash incentive awards under the PRP. Additional details regarding these awards are described above under the heading ‎”2023 Annual Performance-Based Cash Bonuses.” |

  70. Summary Compensation Table

    | 5. | Represents the aggregate change in the actuarial present value of the accumulated benefits under the Company Pension Plan. Plan benefits were frozen as of December 31, 2013. For 2022, and 2021, the year-over-year change in the present value of accumulated benefits resulted in a negative amount for Mr. Oberst of $197,361 and $26,027, respectively, because of changes in underlying actuarial assumptions. SEC rules require that these negative changes be treated as zeros. |

  71. Summary Compensation Table

    | 6. | The Company does not have any non-qualified deferred compensation plans that credit above market or preferential earnings to participants. |

  72. Summary Compensation Table

    | 7. | Includes: (a) the Company’s matching contribution to the executive officers’ 401(k) Plan accounts, (b) the Company’s discretionary contributions to the executive officer’s 401(k) Plan (historically, contributions to the Baseline Security Plan) accounts, (c) the value of the Company’s group term life insurance plan treated as income, (d) the value of the personal use of any vehicle supplied for Company business, and (e) the personal value of meals and club dues incurred for Company business. |

  73. Summary Compensation Table

    | 8. | Included in column (i) is $39,469, the value of 1,503 shares of restricted stock that were awarded to Mr. Sodaro in 2017 as a “sign-on” bonus that vested in 2021, and $35,952, the value of 1,503 shares of this restricted stock awarded that vested in 2022. |

  74. Summary Compensation Table

    | 9. | Includes $42,643 in housing expenses covered by the Company in connection with Mr. Oberst's accommodations in Chicago for 2021. |

  75. Summary Compensation Table

    | Old Republic International Corporation | 46 | 2024 Proxy Statement |

  76. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table sets forth certain information regarding restricted stock awards and options to purchase shares of Common Stock granted in 2023 to the named executive officers in the Summary Compensation Table. The value of the options reported in this table is calculated pursuant to the Black-Scholes-Merton model. Additional information about how these values are determined is disclosed as part of the Summary Compensation Table.

  77. Grants of Plan-Based Awards in 2023

    | Name | Grant Date | Number of Shares of Restricted Stock(1) | Number of Securities Underlying Options(2) | Exercise or Base Price of Option Awards | Grant Date Fair Value of Option and Fair Value of Restricted Stock Award | | Craig R. Smiddy | 3/16/2023 | | 200,000 | $24.31 | $652,000 | | | 3/16/2023 | 82,000 | | | 1,933,420 | | Frank J. Sodaro | 3/16/2023 | | 70,000 | 24.31 | 228,200 | | | 3/16/2023 | 25,000 | | | 607,750 | | W. Todd Gray | 3/16/2023 | | 70,000 | 24.31 | 228,200 | | | 3/16/2023 | 25,000 | | | 607,750 | | Jeffrey P. Lange | 3/16/2023 | | 70,000 | 24.31 | 228,200 | | | 3/16/2023 | 25,000 | | | 607,750 | | Stephen J. Oberst | 3/16/2023 | | 90,000 | 24.31 | 293,400 | | | 3/16/2023 | 35,000 | | | 850,850 |

  78. Grants of Plan-Based Awards in 2023

    | 1. | Restricted stock awards awarded in 2023 are subject to restrictions that lapse in three equal installments beginning one year after the date of the award. If a grantee dies or retires due to disability, the outstanding restrictions will lapse and the awards will vest immediately. If a grantee retires in good standing after attaining age 65 and 10 years of service, outstanding awards will continue to vest in accordance with their schedule. In addition, the 2022 Incentive Compensation Plan contains additional terms regarding the lapse of restrictions upon a change of control of the Company. All dividends and distributions (or the cash equivalent thereof) with respect to a restricted stock award accrued before the risk of forfeiture lapses will also be compensation income to the Participant when paid. |

  79. Grants of Plan-Based Awards in 2023

    | 2. | The term of each option is 10 years from the grant date. Options vest in three equal installments beginning one year after the date of the award. If an optionee dies or retires due to disability, outstanding options will vest immediately. If an optionee retires in good standing after attaining age 65 and with 10 years of service, outstanding options will continue to vest in accordance with their schedule. After the occurrence of one of the foregoing events, vested options are exercisable prior to the earlier of the option expiration date or the fourth anniversary after the preceding listed events. Upon a separation from service without cause, vested options are exercisable prior to earlier of the option expiration date of the fourth anniversary of the separation date. In addition, the 2022 Incentive Compensation Plan contains additional terms regarding exercisability upon the change of control of the Company. |

  80. Grants of Plan-Based Awards in 2023

    | Old Republic International Corporation | 47 | 2024 Proxy Statement |

  81. Outstanding Equity Awards at Year End 2023

    Outstanding Equity Awards at Year End 2023 The following table sets forth information regarding unexercised options and unvested restricted stock held by the named executive officers.

  82. Outstanding Equity Awards at Year End 2023

    | | Outstanding Equity Awards at Year End 2023 | | | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable(1) | Option Exercise Price | Option Expiration Date | Number of Shares of Restricted Stock that have not vested(2) | Market Value of Shares of Restricted Stock that have not vested(3) | | Craig R. Smiddy | 14,500 | — | $16.06 | 03/19/24 | | | | | 12,500 | — | 15.26 | 03/19/25 | | | | | 25,000 | — | 18.14 | 03/23/26 | | | | | 30,000 | — | 19.98 | 03/22/27 | | | | | 50,000 | — | 20.98 | 02/20/28 | | | | | 70,000 | — | 21.12 | 03/19/29 | | | | | 25,000 | — | 21.99 | 08/20/29 | | | | | 84,000 | 36,000 | 22.72 | 02/25/30 | | | | | 63,000 | 77,000 | 21.30 | 03/09/31 | | | | | 59,940 | 120,060 | 24.49 | 03/10/32 | | | | | — | 200,000 | 24.31 | 03/16/33 | 128,690 | $3,783,486 | | Frank J. Sodaro | 10,000 | — | 20.98 | 02/20/28 | | | | | 15,000 | — | 21.12 | 03/19/29 | | | | | 14,000 | 6,000 | 16.17 | 03/17/30 | | | | | 13,500 | 16,500 | 21.30 | 03/09/31 | | | | | 19,980 | 40,020 | 24.49 | 03/10/32 | | | | | — | 70,000 | 24.31 | 03/16/33 | 38,340 | 1,127,196 | | W. Todd Gray | 1,500 | — | 19.98 | 03/22/27 | | | | | 4,125 | — | 20.98 | 02/20/28 | | | | | 6,750 | — | 21.12 | 03/19/29 | | | | | 15,000 | 7,500 | 22.72 | 02/25/30 | | | | | 18,000 | 22,000 | 21.30 | 03/09/31 | | | | | 19,980 | 40,020 | 24.49 | 03/10/32 | | | | | — | 70,000 | 24.31 | 03/16/33 | 38,340 | 1,127,196 | | Jeffrey P. Lange | 8,250 | — | 21.12 | 03/19/29 | | | | | 9,000 | 6,000 | 16.17 | 03/17/30 | | | | | 10,500 | 16,500 | 21.30 | 03/09/31 | | | | | 13,320 | 26,680 | 24.49 | 03/10/32 | | | | | — | 70,000 | 24.31 | 03/16/33 | 31,670 | 931,098 | | Stephen J. Oberst | 16,000 | — | 18.14 | 03/23/26 | | | | | 21,000 | — | 19.98 | 03/22/27 | | | | | 24,000 | — | 20.98 | 02/20/28 | | | | | 28,000 | — | 21.12 | 03/19/29 | | | | | 15,000 | — | 21.99 | 08/20/29 | | | | | 24,750 | 30,250 | 22.72 | 02/25/30 | | | | | 29,250 | 35,750 | 21.30 | 03/09/31 | | | | | 26,640 | 53,360 | 24.49 | 03/10/32 | | | | | — | 90,000 | 24.31 | 03/16/33 | 55,010 | 1,617,294 |

  83. Outstanding Equity Awards at Year End 2023

    | 1. | Unexercisable options will vest and become exercisable in approximately equal installments as follows: the options expiring on 02/25/30 and 3/17/30 vest on 12/31/24; the options expiring on 03/09/31 vest on 12/31/24 and 12/31/25; the options expiring on 03/10/32 vest on 3/10/24 and 3/10/25; and the options expiring on 03/16/33 vest on 3/16/24, 3/16/25, and 3/16/26. |

  84. Outstanding Equity Awards at Year End 2023

    | Old Republic International Corporation | 48 | 2024 Proxy Statement |

  85. Outstanding Equity Awards at Year End 2023

    | 2. | The amounts shown consist of the following Restricted Stock Awards: |

  86. Outstanding Equity Awards at Year End 2023

    | Name | 2022 RSAs | 2023 RSAs | | Craig R. Smiddy | 46,690 | 82,000 | | Frank J. Sodaro | 13,340 | 25,000 | | W. Todd Gray | 13,340 | 25,000 | | Jeffrey P. Lange | 6,670 | 25,000 | | Stephen J. Oberst | 20,010 | 35,000 |

  87. Outstanding Equity Awards at Year End 2023

    The 2022 RSAs vest in three approximately equal annual installments beginning May 26, 2023. The 2023 RSAs vest in three approximately equal annual installments beginning March 16, 2024.

  88. Outstanding Equity Awards at Year End 2023

    | 3. | The market value shown was determined by multiplying the number of shares of restricted stock that have not yet vested by $29.40, which represents the closing market price per share of the Company’s Common Stock on the NYSE on December 29, 2023, the last trading day of fiscal 2023. |

  89. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table sets forth certain information regarding exercises of stock options by the named executive officers and shares acquired by the named executive officers upon the vesting of restricted stock awards, in each case during 2023.

  90. Option Exercises and Stock Vested in 2023

    | Stock Option Exercises and Restricted Stock Vested During 2023 | | | | | | | Option Awards | | Restricted Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Restricted Shares Acquired on Vesting | Value Realized on Vesting | | Craig R. Smiddy | — | — | 14,727 | $575,291 | | Frank J. Sodaro | — | — | 4,708 | 164,369 | | W. Todd Gray | — | — | 4,708 | 164,369 | | Jeffrey P. Lange | — | — | 3,330 | 82,184 | | Stephen J. Oberst | 26,500 | $317,410 | 6,793 | 246,553 |

  91. Pension Benefits in 2023

    Pension Benefits in 2023 The following table sets forth the payments and present value of the estimated benefits payable to named executive officers under the Company Pension Plan. The accrued benefit levels available to each participant in the Company Pension Plan were frozen at December 31, 2013 and no new benefits have accrued to participants since that date.

  92. Pension Benefits in 2023

    | Pension Benefits | | | | | | Name | Plan Name | Number of Years Credited Service | Present Value of Accumulated Benefit(1) | Payments During Last Fiscal Year | | Craig R. Smiddy | None | — | — | — | | Frank J. Sodaro | None | — | — | — | | W. Todd Gray | None | — | — | — | | Jeffrey P. Lange | None | — | — | — | | Stephen J. Oberst | Company Plan | 13.1 | $381,172 | — |

  93. Pension Benefits in 2023

    | 1. | The present value of accumulated benefits payable following assumed retirement is calculated using interest and mortality assumptions consistent with those used for financial reporting purposes with respect to the companies’ audited financial statements. No discount is assumed for separation prior to retirement due to death, disability or termination of employment. The amount shown is based upon accrued service through year end 2013 when Plan benefits were frozen. |

  94. Pension Benefits in 2023

    | Old Republic International Corporation | 49 | 2024 Proxy Statement |

  95. Nonqualified Deferred Compensation in 2023

    Nonqualified Deferred Compensation in 2023 As discussed above, beginning in 2023 the PRP replaced the KEPRPs as the means of providing cash incentive compensation to the named executive officers, and no further contributions of deferred compensation will be made by the Company under the KEPRPs. Under the prior KEPRP awards, a portion of the award was mandatorily deferred, generally until the person retires at age 55 or later, and participants were not permitted to voluntarily make additional contributions to the KEPRPs. The following table sets forth for each named executive officer the aggregate deferred balances as of December 31, 2023 of the deferred portions of the prior KEPRP awards that constitute non-qualified ‎deferred compensation, together with the earnings credited thereon.

  96. Nonqualified Deferred Compensation in 2023

    | Name | Aggregate Earnings 2023(1)(2) | Aggregate Deferred Balance as of December 31, 2023(3) | | Craig R. Smiddy | $136,500 | $3,671,269 | | Frank J. Sodaro | 22,080 | 593,863 | | W. Todd Gray | 182,271 | 1,767,237 | | Jeffrey P. Lange | 47,554 | 1,279,007 | | Stephen J. Oberst | 98,259 | 2,711,764 |

  97. Nonqualified Deferred Compensation in 2023

    | 1. | The portion of an executive's account balance accrued on or after January 1, 2005 receives an interest credit calculated under the terms of the applicable KEPRP. The interest credit is a specified percentage of the composite investment income yield for the prior year. In addition, beginning in August 2023 and in lieu of the default composite interest rate, participants were given the ‎opportunity to accrue investment gains or losses based on hypothetical investment elections from a menu of investments similar to ‎the ORI 401(k) Plan (with the exception of Company Common Stock). |

  98. Nonqualified Deferred Compensation in 2023

    | 2. | None of the amounts reported in this column are reported in the Summary Compensation Table. |

  99. Nonqualified Deferred Compensation in 2023

    | 3. | The following amounts were reported in the Summary Compensation Table in prior years: $3,094,637 for Mr. Smiddy, $375,299 for Mr. Sodaro, $957,547 for Mr. Gray, $0 for Mr. Lange, and $1,313,111 for Mr. Oberst.‎ |

  100. Potential Payments upon Termination or Change of Control

    Potential Payments upon Termination or Change of Control None of the executive officers or any other employee of the Company and its subsidiaries have employment contracts. All are considered “at-will” employees. Further, the Company has no change of control or severance agreements such as “golden parachutes” in place for any of its executive officers. However, awards under certain of the benefit plans referred to above would be affected, in limited ways, by a change of control of the Company (depending on whether the awards are assumed or not in a change in control transaction and whether the grantee experiences a separation of service without cause) or certain terminations of employment. Such an event would not result in additional compensation or benefits being paid to any executive officer or employee for the Company. Rather, depending on whether the awards are assumed or not in the transaction and whether or not the grantee experiences a separation of service without cause, the effect may be to accelerate the vesting of benefits or payments under such plans. Provided below are summaries by plan of the accelerated vesting provisions under the plans with respect to an executive’s termination of employment or a change of control in which the awards are not assumed.

  101. Potential Payments Upon Termination or Change in Control for Named Executive Officers

    Potential Payments Upon Termination or Change in Control for Named Executive Officers

  102. Potential Payments Upon Termination or Change in Control for Named Executive Officers

    | | Payments and Benefits | Involuntary or Constructive Termination | Change in Control | Involuntary or Constructive Termination following a Change in Control | Death/ Disability | Retirement | Voluntary Resignation | | Craig R. Smiddy | Performance Recognition Plan(1) | $0 | $0 | $1,529,000 | $1,529,000 | $0 | $0 | | | Acceleration of Stock and Option Awards(2)(4) | 0 | 5,960,855 | 5,960,855 | 5,960,855 | 0 | 0 | | | KEPRP Account Balance(3) | 3,671,269 | 3,671,269 | 3,671,269 | 3,671,269 | 3,671,269 | 3,671,269 | | | Total | $3,671,269 | $9,632,124 | $11,161,124 | $11,161,124 | $3,671,269 | $3,671,269 | | Frank J. Sodaro | Performance Recognition Plan(1) | $0 | $0 | $504,600 | $504,600 | $0 | $0 | | | Acceleration of Stock and Option Awards(2)(5) | 0 | 1,794,922 | 1,794,922 | 1,794,922 | 0 | 0 | | | KEPRP Account Balance(3) | 356,318 | 593,863 | 593,863 | 356,318 | 356,318 | 356,318 | | | Total | $356,318 | $2,388,785 | $2,893,385 | $2,655,840 | $356,318 | $356,318 | | W. Todd Gray | Performance Recognition Plan(1) | $0 | $0 | $766,133 | $766,133 | $0 | $0 | | | Acceleration of Stock and Option Awards(2)(6) | 0 | 1,810,192 | 1,810,192 | 1,810,192 | 0 | 0 | | | KEPRP Account Balance(3) | 1,413,790 | 1,767,237 | 1,767,237 | 1,413,790 | 1,413,790 | 1,413,790 | | | Total | $1,413,790 | $3,577,429 | $4,343,562 | $3,990,115 | $1,413,790 | $1,413,790 | | Jeffrey P. Lange | Performance Recognition Plan(1) | $0 | $0 | $605,000 | $605,000 | $0 | $0 | | | Acceleration of Stock and Option Awards(2)(7) | 0 | 1,566,026 | 1,566,026 | 1,566,026 | 0 | 0 | | | KEPRP Account Balance(3) | 767,404 | 1,279,007 | 1,279,007 | 767,404 | 767,404 | 767,404 | | | Total | $767,404 | $2,845,033 | $3,450,033 | $2,938,430 | $767,404 | $767,404 | | Stephen J. Oberst | Performance Recognition Plan(1) | $0 | $0 | $813,000 | $813,000 | $0 | $0 | | | Acceleration of Stock and Option Awards(2)(8) | 0 | 2,606,384 | 2,606,384 | 2,606,384 | 0 | 0 | | | KEPRP Account Balance(3) | 2,711,764 | 2,711,764 | 2,711,764 | 2,711,764 | 2,711,764 | 2,711,764 | | | Total | $2,711,764 | $5,318,148 | $6,131,148 | $6,131,148 | $2,711,764 | $2,711,764 |

  103. Potential Payments Upon Termination or Change in Control for Named Executive Officers

    | 1 | Amount reflects the target value of the PRP award granted in 2023 and assumes performance was achieved at the target level. |

  104. Potential Payments Upon Termination or Change in Control for Named Executive Officers

    | 2 | Amount assumes that (a) all unvested options under the option awards under both the 2016 and 2022 Incentive Compensation Plans have vested and are immediately exercisable and (b) reflects the total value based on the difference between: (i) the market price of our Common Stock underlying the accelerated stock options as of |

  105. Potential Payments Upon Termination or Change in Control for Named Executive Officers

    | Old Republic International Corporation | 52 | 2024 Proxy Statement |

  106. Potential Payments Upon Termination or Change in Control for Named Executive Officers

    December 31, 2023, and (ii) the exercise price of the stock options. See the Outstanding Equity Awards at Year-End table for the applicable exercise prices. For restricted stock, the amount assumes the total value of the restricted stock that would become immediately vested upon a change of control, valued using the market price of our Common Stock as of December 31, 2023. For purposes of accelerated vesting upon a termination due to “disability”’, executive must be determined to have a physical or mental impairment that is expected to result in death or to last for a continuous period of not less than 12 months during which executive is unable to engage in any substantial gainful activity by reason of such impairment.

  107. Potential Payments Upon Termination or Change in Control for Named Executive Officers

    | 3 | The table shows executive's KEPRP account balance (including any earnings) as of December 31, 2023. In the event of his involuntary termination, or death on that date, executive (or his beneficiary in the event of his death) would be entitled to receive his account balance paid in quarterly installments over a 5-year period. In the event of a change in control of the Company on that date, the executive's account balance would become immediately vested and payable. There is no payment on termination due to disability. |

  108. Potential Payments Upon Termination or Change in Control for Named Executive Officers

    | 4 | For Mr. Smiddy, the value reported represents the value of accelerated vesting of 128,690 shares of restricted stock and stock options covering 373,120 shares of Company Common Stock. |

  109. Potential Payments Upon Termination or Change in Control for Named Executive Officers

    | 5 | For Mr. Sodaro, the value reported represents the value of accelerated vesting of 38,340 shares of restricted stock and stock options covering 112,540 shares of Company Common Stock. |

  110. Potential Payments Upon Termination or Change in Control for Named Executive Officers

    | 6 | For Mr. Gray, the value reported represents the value of accelerated vesting of 38,340 shares of restricted and stock options covering 119,540 shares of Company Common Stock. |

  111. Potential Payments Upon Termination or Change in Control for Named Executive Officers

    | 7 | For Mr. Lange, the value reported represents the value of accelerated vesting of 31,670 shares of restricted stock and stock options covering 105,860 shares of Company Common Stock. |

  112. Potential Payments Upon Termination or Change in Control for Named Executive Officers

    | 8 | For Mr. ‎Oberst, the value reported represents the value of accelerated vesting of 55,010 shares of restricted stock and stock options covering 168,970 shares of Company Common Stock. |

  113. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure The Compensation Committee and Board of Directors believe that executive compensation, particularly as it applies to the Company’s CEO and other executive officers, should be related to the responsibilities undertaken and be consistent with the Company’s intermediate and long-term performance. In this context, and in accordance with the requirements of The Dodd-Frank Act, as well as the SEC rules adopted pursuant to it, the Company is reporting the ratio of the total annual compensation of the CEO to that of the “Median Employee”. For purposes of computing the ratio, Mr. Smiddy's compensation is the same as is shown in the Summary Compensation Table. The total annual compensation for the Median Employee was determined as of December 31, 2023 by preparing a list of all U.S.- based employees of the Company’s U.S. subsidiaries at year-end 2023 (excluding the CEO) in the order of the highest to the lowest total gross

  114. CEO Pay Ratio Disclosure

    | Old Republic International Corporation | 53 | 2024 Proxy Statement |

  115. CEO Pay Ratio Disclosure

    compensation (excluding retirement plan contributions). Non-U.S. employees were excluded as they accounted for approximately 140 persons employed in Canada out of a total of approximately 9,200 Company employees. Pursuant to the pay ratio rule, the compensation of those non-U.S. employees was considered to be de minimis. The compensation for employees who did not work for the Company or one of its subsidiaries for all of 2023 was annualized in arriving at the Median Employee’s compensation. The Median Employee’s total compensation was established by using the same elements of compensation as are shown in the Summary Compensation Table for the CEO.

  116. CEO Pay Ratio Disclosure

    | The total annual compensation of the Company’s CEO - Craig R. Smiddy: | $5,887,317 | | The total annual compensation of the Median Employee: | $83,972 | | Ratio of the CEO’s compensation to the Median Employee: | 70 to 1 |

  117. CEO Pay Ratio Disclosure

    | Old Republic International Corporation | 54 | 2024 Proxy Statement |

  118. Pay Versus Performance

    Pay Versus Performance The Board of Directors and the Compensation Committee, in particular, consider Company performance in connection with the determination of compensation for the executive officers and certain senior managers of the Company. The Company makes an effort to align executive officer compensation with shareholder value on an annual and long-term basis. The Company believes that its history of growth over many decades is, in part, a result of its compensation programs that encourage longer-term growth and the building of long-term shareholder value rather than short-term results and that compensation has been aligned and balanced with shareholder returns. During the periods presented in the table and charts below, the Board of Directors and Compensation Committee retained Fredrick W. Cook, Inc. to review the Company’s compensation programs and procedures applicable to the Company’s executive officers and directors. The consultant was asked to provide a comparison of the compensation programs of companies similar in size, operation and organization to the Company, including a review of a peer group of companies determined by the Committee to be appropriate for comparison. As a result of this review, during the periods presented in the following tables and charts, the Company made appropriate and necessary adjustments to the named executive officers’ compensation, including a shift to a larger percentage of the named executive officers’ compensation to long-term incentive awards. As required by Item 402(v) of Regulation S-K, we are providing the following table that illustrates the relationship between executive “compensation actually paid” (as defined by Item 402(v) of Regulation S-K) and certain measures of financial performance of the Company. The table below illustrates the compensation for our principal executive officer (PEO, also known as our CEO) and the average compensation amounts for our remaining named executive officers (NEOs).

  119. Pay Versus Performance

    | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(1,3) | Average Summary Compensation Table Total for remaining NEOs(1) | | Value of Initial Fixed $100 Investment Based On: | | Net Income | Net Operating Income(2) | Underwriting Income(2) | | | | | | Compensation Actually Paid to remaining NEOs(1,3) | Old Republic Total Shareholder Return (TSR) | Peer Group TSR(4) | | | | | | | | | | | | ($ Millions) | | | | 2023 | $5,887,317 | $8,767,147 | $2,545,333 | $3,466,466 | $180.36 | $147.60 | $598.6 | $749.5 | $430.6 | | 2022 | 4,540,010 | 5,056,150 | 2,056,345 | 2,196,828 | 142.78 | 138.20 | 686.4 | 845.1 | 665.8 | | 2021 | 2,392,292 | 3,259,180 | 1,243,941 | 1,471,040 | 133.84 | 124.70 | 1,534.3 | 935.9 | 785.9 | | 2020 | 1,882,098 | 1,643,582 | 1,268,335 | 1,175,383 | 92.36 | 92.69 | 558.6 | 670.8 | 435.2 |

  120. Pay Versus Performance

    | 1. | Mr. Smiddy was the Company's CEO for each year presented. For 2023, the remaining NEOs were Messrs. Sodaro, Gray, Lange, and Oberst. For 2022, the remaining NEOs were Messrs. Sodaro, Gray, Oberst, and Yeager. Mr. Yeager retired from the Company on June 31, 2023. For 2021, the remaining NEOs were Messrs. Mueller, Sodaro, Gray, Oberst, and Yeager. Mr. Mueller retired from the Company on June 30, 2021. Mr. Sodaro was appointed the Company's CFO on July 1, 2021 and became an NEO at that time. For 2020, the remaining NEOs were Messrs. Mueller, Gray, Oberst, and Yeager. |

  121. Pay Versus Performance

    | 2. | The Company has determined that net operating income and underwriting income are the financial measures that best link company performance to compensation actually paid to the Company's NEOs for the most recently completed fiscal year. Net operating income reflects net income excluding investment gains (losses) which is used in calculating operating return on equity, one of the performance measures of our long-term incentive compensation plan. Underwriting income reflects net premiums and fees earned and the associated combined ratio, both of which are performance measures of our short-term incentive compensation plans. The evaluation of periodic and long-term results via these measures excluding consideration of all investment gains (losses) provides a better way to analyze, evaluate and establish accountability for the results of the insurance operations. |

  122. Pay Versus Performance

    | Old Republic International Corporation | 55 | 2024 Proxy Statement |

  123. Pay Versus Performance

    | 3. | Amounts are calculated in accordance with the method required by Item 402(v) of Regulation S-K and do not reflect actual compensation paid to the CEO and the remaining NEOs. See table below for the details of amounts deducted and added to the Summary Compensation Table figure to calculate compensation actually paid. |

  124. Pay Versus Performance

    | | 2023 | | 2022 | | 2021 | | 2020 | | | | CEO | Average of the remaining NEOs | CEO | Average of the remaining NEOs | CEO | Average of the remaining NEOs | CEO | Average of the remaining NEOs | | Total Compensation as reported on Summary Compensation Table | $5,887,317 | $2,545,333 | $4,540,010 | $2,056,345 | $2,392,292 | $1,243,941 | $1,882,098 | $1,268,335 | | Deduct change in present value (PV) of pension benefits as reported on Summary Compensation Table(i) | — | (8,275) | — | — | — | (1,159) | — | (42,264) | | Deduct fair value of stock options granted as reported in Summary Compensation Table | (652,000) | (244,500) | (554,400) | (213,860) | (261,800) | (93,500) | (220,800) | (65,550) | | Deduct fair value of stock awards granted as reported in Summary Compensation Table | (1,993,420) | (668,525) | (1,638,000) | (503,100) | — | — | — | — | | Add fair value at year end of stock options granted in current year | 1,360,000 | 510,000 | 678,600 | 262,015 | 530,600 | 189,500 | 118,800 | 45,163 | | Add fair value at year end of stock awards granted in current year | 2,410,800 | 808,500 | 1,690,500 | 519,023 | — | — | — | — | | Add change in fair value at year end from fair value of prior year end of unvested stock option awards granted in prior fiscal years | 878,792 | 272,926 | 240,000 | 56,788 | 423,913 | 93,752 | (101,573) | (19,009) | | Add change in fair value at year end from fair value of prior year end of unvested stock awards granted in prior fiscal years | 245,123 | 70,035 | — | — | — | 1,830 | — | (1,999) | | Add change in fair value at year end from prior year fair value of stock option awards granted in prior fiscal years that vested in current fiscal year | 508,158 | 146,007 | 99,440 | 19,903 | 174,175 | 34,121 | (34,943) | (6,896) | | Add change in fair value at year end from prior year fair value of stock awards granted in prior fiscal years that vested in current fiscal year | 122,378 | 34,965 | — | (286) | — | 2,555 | — | (2,397) | | Compensation Actually Paid | $8,767,147 | $3,466,466 | $5,056,150 | $2,196,828 | $3,259,180 | $1,471,040 | $1,643,582 | $1,175,383 |

  125. Pay Versus Performance

    | i. | Represents aggregate change in the actuarial present value of the named executive officer's accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table. |

  126. Pay Versus Performance

    | 4. | The Peer Group consists of American Financial Group, Inc.; American International Group, Inc.; W.R. Berkley Corporation; Chubb Limited; Cincinnati Financial Corporation; CNA Financial Corporation; Fidelity National Financial, Inc.; First American Financial Corporation; The Hartford Financial Services Group, Inc.; Stewart Information Services Corporation; and The Travelers Companies, Inc. |

  127. Pay Versus Performance

    | Old Republic International Corporation | 56 | 2024 Proxy Statement |

  128. Description of Relationship Between CEO and NEO Compensation Actually Paid and Company TSR

    Description of Relationship Between CEO and NEO Compensation Actually Paid and Company TSR The following chart sets forth the relationship between compensation actually paid to our CEO, the average of compensation actually paid to our remaining NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years.

  129. Description of Relationship Between CEO and NEO Compensation Actually Paid and Net Income

    Description of Relationship Between CEO and NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between compensation actually paid to our CEO, the average of compensation actually paid to our remaining NEOs, and the Company’s net income over the four most recently completed fiscal years.

  130. Description of Relationship Between CEO and NEO Compensation Actually Paid and Net Income

    | Old Republic International Corporation | 57 | 2024 Proxy Statement |

  131. Description of Relationship Between CEO and NEO Compensation Actually Paid and Net Operating Income and Underwriting Income

    Description of Relationship Between CEO and NEO Compensation Actually Paid and Net Operating Income and Underwriting Income The following chart sets forth the relationship between compensation actually paid to our CEO, the average of compensation actually paid to our remaining NEOs, and the Company’s net operating income and underwriting income over the four most recently completed fiscal years.