DEF 14A of Old Republic International Corp, Mar 28, 2025

DEF 14A of Old Republic International Corp

Filed Mar 28, 2025 · FY20240001140361-25-010962

Open on EDGAR

  1. Director Compensation

    Director Compensation 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. In December 2024, upon the recommendation of the Compensation Committee, the Board approved several changes to the structure of the Company’s director compensation structure. The following table shows the compensation that non-employee directors received for Board and Committee service, as applicable, in 2024 and the compensation that non-employee directors will receive for Board and Committee service, as applicable, in 2025.

  2. Director Compensation

    | | 2024 | 2025 | | Annual Board Membership Fee | $165,000 | $195,000 | | Annual Board Membership Equity Compensation* | 0 | 75,000 | | Annual Chairman of the Board Fee | 70,000 | 70,000 | | Annual Lead Independent Director Fee | 14,000 | 14,000 | | Annual Committee Membership Fee (per committee) | 14,000 | 0 | | Annual Governance and Nominating Committee Chair Fee | 14,000 | 14,000 | | Annual Compensation Committee Chair Fee | 14,000 | 14,000 | | Annual Audit Committee Chair Fee | 21,000 | 21,000 | | Annual Vice Chair Fee (per committee) | 7,000 | 0 |

  3. Director Compensation

    | * Beginning in 2025, each non-employee director will receive an annual grant of restricted stock units, granted under the 2022 Incentive Compensation Plan, with an aggregate value of $75,000 as of the grant date, dividend equivalent rights, and a one-year vesting period. In order to provide directors with liquidity for their tax obligations that arise upon vesting of the restricted stock units, prior to the vesting date, directors may elect to receive a portion of their award in cash in lieu of Old Republic Common Stock in an amount that does not exceed the expected tax liability based on the maximum individual statutory tax rates. Any dividend equivalent rights and fractional shares are paid in cash. |

  4. 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. The following table lists the compensation paid to each director of the Company eligible to receive such fees in 2024. Mr. Smiddy, as CEO of the Company, has his compensation reported in the Summary Compensation Table shown elsewhere in this proxy statement and does not receive compensation for his services as a director or committee member.

  5. Director Compensation

    | Old Republic International Corporation | 17 | 2025 Proxy Statement |

  6. 2024 Director Compensation

    2024 Director Compensation

  7. 2024 Director Compensation

    | Name | Fees Earned or Paid in Cash | All Other Compensation Other | Total | | Barbara A. Adachi | $193,000 | $— | $193,000 | | Steven J. Bateman | 216,333 | — | 216,333 | | Lisa J. Caldwell | 193,000 | — | 193,000 | | John M. Dixon | 207,000 | — | 207,000 | | Michael D. Kennedy | 197,083 | — | 197,083 | | Charles J. Kovaleski | 193,000 | — | 193,000 | | Spencer LeRoy III | 249,000 | — | 249,000 | | Peter B. McNitt | 221,000 | — | 221,000 | | Glenn W. Reed | 193,000 | — | 193,000 | | Therace M. Risch(1) | 152,792 | — | 152,792 | | J. Eric Smith | 193,000 | — | 193,000 | | Fredricka Taubitz | 215,750 | — | 215,750 | | Steven R. Walker | 235,000 | — | 235,000 |

  8. 2024 Director Compensation

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

  9. 2024 Director Compensation

    | Old Republic International Corporation | 18 | 2025 Proxy Statement |

  10. 2025 Director Nominees and Continuing Directors

    2025 Director Nominees and Continuing Directors The following tables list the nominees and continuing directors of the Company. Four Class 2 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.

  11. Nominees for Election: CLASS 2 (Term to expire in 2028)

    Nominees for Election: CLASS 2 (Term to expire in 2028)

  12. Nominees for Election: CLASS 2 (Term to expire in 2028)

    | Steven J. Bateman Independent Director Since: 2017 Age: 66 | 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 (Chair), Compensation, Executive “Financial Expert” as defined by SEC regulation |

  13. Nominees for Election: CLASS 2 (Term to expire in 2028)

    | Lisa J. Caldwell Independent Director Since: 2021 Age: 64 | 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 |

  14. Nominees for Election: CLASS 2 (Term to expire in 2028)

    | Old Republic International Corporation | 26 | 2025 Proxy Statement |

  15. Nominees for Election: CLASS 2 (Term to expire in 2028)

    | Glenn W. Reed Independent Director Since: 2017 Age: 72 | 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 |

  16. Nominees for Election: CLASS 2 (Term to expire in 2028)

    | Therace M. Risch Independent Director Since: 2024 Age: 52 | Ms. Risch served as Executive Vice President and Chief Information & Technology Officer for American Electric Power Company, Inc. from July 2021 until April 2025 (Senior Vice President and Chief Information & Technology Officer from May 2020 until July 2021). 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 |

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

    Continuing Directors: CLASS 3 (Term expires in 2026)

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

    | Barbara A. Adachi Independent Director Since: 2021 Age: 74 | 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 |

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

    | Old Republic International Corporation | 27 | 2025 Proxy Statement |

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

    | Charles J. Kovaleski Independent Director Since: 2021 (Director Since: 2018) Age: 76 | 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 received a CERT Certificate in Cybersecurity Oversight from the Carnegie Mellon University Software Engineering Institute in August 2024. 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 |

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

    | Craig R. Smiddy Director Since: 2019 Age: 60 | 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) |

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

    | Fredricka Taubitz Independent Director Since: 2003 Age: 81 | 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, Compensation, Executive “Financial Expert” as defined by SEC regulation |

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

    | Old Republic International Corporation | 28 | 2025 Proxy Statement |

  24. Continuing Directors: CLASS 1 (Term expires in 2027)

    Continuing Directors: CLASS 1 (Term expires in 2027)

  25. Continuing Directors: CLASS 1 (Term expires in 2027)

    | Michael D. Kennedy Independent Director Since: 2020 Age: 68 | Until his retirement in 2024, Mr. Kennedy served as a senior client partner with Korn Ferry, the global organizational consulting firm, where he was 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 (Vice Chair)* * Successor Governance and Nominating Committee Chair effective May 22, 2025. Executive Committee member effective May 22, 2025. |

  26. Continuing Directors: CLASS 1 (Term expires in 2027)

    | Spencer LeRoy III Chairman of the Board Since: 2021 Independent Director Since: 2017 (Director Since: 2015) Age: 78 | 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 Troutman Pepper Locke). 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 |

  27. Continuing Directors: CLASS 1 (Term expires in 2027)

    | Old Republic International Corporation | 29 | 2025 Proxy Statement |

  28. Continuing Directors: CLASS 1 (Term expires in 2027)

    | Peter B. McNitt Independent Director Since: 2019 Age: 70 | 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. |

  29. Continuing Directors: CLASS 1 (Term expires in 2027)

    | J. Eric Smith Independent Director Since: 2023 Age: 67 | 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 |

  30. Continuing Directors: CLASS 1 (Term expires in 2027)

    | Steven R. Walker Lead Independent Director Since: 2021 Independent Director Since: 2006 Age: 79 | 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)* *Will be succeeded as Governance and Nominating Committee Chair by Michael D. Kennedy effective May 22, 2025. |

  31. Continuing Directors: CLASS 1 (Term expires in 2027)

    | Old Republic International Corporation | 30 | 2025 Proxy Statement |

  32. Continuing Directors: CLASS 1 (Term expires in 2027)

    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 2025. 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.

  33. 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 “Performance Recognition Plan” or “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 “Performance Recognition Plan (PRP).” 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, beginning in 2024, executive officers received equity compensation awards consisting of (1) stock options, (2) restricted stock units that vest in three equal installments beginning one year after the date of award, and (3) performance-based restricted stock units, which vest, if at all, based on the achievement of specified performance criteria, measured over a three-year performance period. 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% 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 programs. In addition, the Board reviewed the 2023 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 2024 are: American Financial Group, Inc., American International Group, Inc., W. R. Berkley Corporation, Chubb Limited, Cincinnati Financial Corporation, CNA Financial Corporation, Fidelity National

  34. Elements of Compensation

    | • | Annual cash performance awards; |

  35. 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

  36. Incentive Awards and Bonuses

    | Old Republic International Corporation | 38 | 2025 Proxy Statement |

  37. Incentive Awards and Bonuses

    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.

  38. Performance Recognition Plan (PRP)

    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, 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 experiences a separation from service without cause in connection with a change in control, the award will vest in full.

  39. 2024 Annual Performance-Based Cash Bonuses under the PRP

    2024 Annual Performance-Based Cash Bonuses under the PRP The Compensation Committee determined payments earned under the 2024 annual performance-based cash bonuses under the PRP (the “2024 PRP awards”) in February 2025 based on award targets approved by the Committee in 2024. The performance period under the 2024 PRP awards was calendar year 2024. In establishing the performance targets for the 2024 PRP awards, 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 2024 PRP awards granted to all of the named executive officers other than Ms. Monroe 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) for the Company’s consolidated business, which reflects the change in the amount of net earned premiums and fees earned during 2024 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) for the Company’s consolidated business, which reflects underwriting margin/combined ratio for the performance period, of 99.0% (threshold), ‎92.5% (objective), 89.0% (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 Ms. Monroe, the performance criteria consisted of the following (weighted as noted): (i) % Underwriting Margin/Combined Ratio for the Company’s Title segment, which reflects underwriting margin/combined ratio for the performance period, of 99.0% (threshold), 96% (objective), 93.0% (maximum) (70% weighting) and (ii) a discretionary component (30% weighting). In all cases, for the 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 2024 PRP target bonus amount payable as a percentage of base salary for the named executive officers were: Mr. Smiddy, 175% of salary; Mr. Sodaro, 110% of salary; Messrs. Gray and Oberst and Ms. Monroe, 130% of salary.

  40. 2024 Annual Performance-Based Cash Bonuses under the PRP

    | Old Republic International Corporation | 39 | 2025 Proxy Statement |

  41. 2024 Annual Performance-Based Cash Bonuses under the PRP

    For 2024, (i) the achievement level for the two non-discretionary criteria for the named executive officers other than Ms. Monroe was as follows: $/% change – Net Earned Premiums & Fees (excluding Title and RFIG run-off segments) for the Company’s consolidated business was 13.3% (resulting in maximum achievement of 200%) and % Underwriting Margin/Combined Ratio (excluding the results of the RFIG run-off segment) for the Company’s consolidated business was 93.9% (resulting in above-threshold achievement of 89.2%) and (ii) the achievement level for the non-discretionary criteria for Ms. Monroe was as follows: % Underwriting Margin/Combined Ratio for the Company’s Title segment was 97.0% (resulting in above-threshold achievement of 83.3%). 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.

  42. 2024 Annual Performance-Based Cash Bonuses under the PRP

    | Executive | Target Bonus Amount | $/% change in Net Earned Premium and Fees | % Underwriting Margin/Combined Ratio | Discretionary | Total | | Craig R. Smiddy | $1,723,750 | $1,206,625 | $538,155 | $671,918 | $2,416,698 | | Frank J. Sodaro | 649,000 | 454,300 | 202,618 | 252,980 | 909,898 | | W. Todd Gray | 819,000 | 573,300 | 255,692 | 319,246 | 1,148,238 | | Carolyn Monroe | 889,326 | N/A | 518,566 | 346,838 | 865,404 | | Stephen J. Oberst | 858,750 | 601,125 | 268,102 | 334,741 | 1,203,968 |

  43. 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 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. The objective of the 2022 Incentive Compensation Plan is to encourage:

  44. Equity Awards under Incentive Compensation Plans

    | • | Alignment of shareholder and employee interests; |

  45. Equity Awards under Incentive Compensation Plans

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

  46. Equity Awards under Incentive Compensation Plans

    | • | A commitment to the Company. |

  47. 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:

  48. Equity Awards under Incentive Compensation Plans

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

  49. Equity Awards under Incentive Compensation Plans

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

  50. Equity Awards under Incentive Compensation Plans

    | Old Republic International Corporation | 40 | 2025 Proxy Statement |

  51. Equity Awards under Incentive Compensation Plans

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

  52. Equity Awards under Incentive Compensation Plans

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

  53. Equity Awards under Incentive Compensation Plans

    The relative significance of the above factors with respect to awards granted to the CEO, CFO, and the other executive officers 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 to executive officers other than the CEO. 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. 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.‎

  54. 2024 Equity Awards

    2024 Equity Awards On March 6, 2024, the Compensation Committee granted time-based restricted stock units with dividend equivalent rights (“RSUs”), performance-based restricted stock units with dividend equivalent rights (“PSUs”), and non-qualified stock options (“Options”) under the 2022 Incentive Compensation Plan, as follows: RSUs The RSUs are rights to receive shares of Common Stock, which vest in three equal installments beginning one year after the date of the award. Within 60 days after each installment vests annually, the vested RSUs will be paid in Common Stock, and any associated dividend equivalents will be paid in cash. The named executive officers received the following number of RSUs: Craig R. Smiddy, 28,912 RSUs; Frank J. Sodaro, 9,032 RSUs; W. Todd Gray, 10,537 RSUs; Carolyn Monroe, 8,730 RSUs; and Stephen J. Oberst, 12,042 RSUs. PSUs The PSUs are rights to receive shares of Common Stock, which vest, if at all, based on the achievement of specified performance criteria, measured over a three-year performance period. The performance criteria for the 2024 PSUs granted to all of the named executive officers consist of: (i) 3-Year Average Operating ROE, which reflects the operating return on equity over the three-year performance period, of 6% (threshold), 11% (objective), 18% (maximum) (50% weighting) and (ii) 3-Year Book Value Annual Compound Total Return Per Share (including dividends), which reflects the total return per share over the three-year performance period, of 6% (threshold), 11% (objective), 18% (maximum) (50% weighting). The number of shares of Common Stock earned under the PSUs will depend on the level of achievement (threshold, objective, or maximum) of the performance objectives over the performance period, subject to the weighting criteria referenced above. 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. Any dividend equivalent rights and fractional shares are paid in cash. After the three-year performance period, the Compensation Committee will determine the level of achievement of the PSUs. Within 90 days after the date the Compensation Committee certifies the level of achievement, any vested PSUs will be paid in Common Stock and any associated dividend equivalents will be paid in cash.

  55. 2024 Equity Awards

    | Old Republic International Corporation | 41 | 2025 Proxy Statement |

  56. 2024 Equity Awards

    The named executive officers received the following number of PSUs (target): Craig R. Smiddy, 86,737 PSUs; Frank J. Sodaro, 27,100 PSUs; W. Todd Gray, 31,700 PSUs; Carolyn Monroe, 26,200 PSUs; and Stephen J. Oberst, 36,250 PSUs. Options The options under the 2024 Stock Option Award Agreements vest in equal installments over three years, subject to continued employment with the Company. The named executive officers received the following number of Options: Craig R. Smiddy, 186,479 Options; Frank J. Sodaro, 60,000 Options; W. Todd Gray, 70,000 Options; Carolyn Monroe, 58,000 Options; and Stephen J. Oberst, 80,000 Options. Effect of Separation from Service With respect to the RSUs and the Options, in the event of the executive’s separation from ‎service for any reason prior to vesting, all awards held by the executive ‎shall be automatically forfeited by the executive as of the date of termination, unless such termination was due to the executive’s retirement due to Disability or death. In addition, if the executive retires in good standing ‎on or after attaining age 65 and with 10 years of service with the Company and/or its subsidiaries, the awards will continue to vest for the remainder of the three-year period, subject to the executive’s ongoing compliance with any restrictive covenants contained in any agreement with, or any plan, policy, or program‎ of, the Company and/or its subsidiaries. With respect to the PSUs, in the event of the executive’s separation from service for any reason prior to the end of the performance period, all PSUs held by the executive ‎shall be automatically forfeited by the executive as of the date of termination, unless such termination was due to the executive’s retirement due to Disability, death, or the executive retires in good standing ‎on or after attaining age 65 and with 10 years of service with the Company and/or its subsidiaries, in which event, the grantee will continue to be eligible to vest in the PSUs, depending upon the achievement of the performance as determined after the end of the performance period and subject to the executive’s ongoing compliance with any restrictive covenants contained in any agreement with, or any plan, policy, or program‎ of, the Company and/or its subsidiaries. In addition, the 2022 Incentive Compensation Plan contains additional terms regarding the treatment of a RSU, PSU, or Option award upon a change of control of the Company.

  57. ORI 401(k) Savings and Profit Sharing Plan

    ORI 401(k) Savings and Profit Sharing Plan The 401(k) Plan, which has been in place since 1978 and was originally called the Old Republic International Corporation Employees Saving and Stock Ownership Plan, is intended to encourage all of ORI’s eligible employees to save in a potentially tax-advantaged manner and benefit from Company matching contributions in the form of ORI Common Stock to build a stake in the Company’s business. At March 1, 2025, the 401(k) Plan held approximately 7.4% of ORI’s Common Stock. In 2024, eligible employees who elected to participate in the 401(k) Plan by saving a portion of their pay were eligible to receive an employer match ranging from 20% to 140% of a maximum of 6% of the participant’s first $150,000 in eligible annual compensation. The matching formula was based upon the percentages deferred by the participants and the increase in the Company’s five-year running average of net operating earnings growth per share, adjusted for the effect of the RFIG run-off. Beginning in 2025, eligible employees who elect to participate in the 401(k) Plan by saving a portion of their pay may receive an employer match based on the Company’s performance, ranging from 50% to 150% of a participant’s deferrals subject to a maximum of 6% of the participant’s eligible annual compensation subject to tax law limits. At the beginning of each plan year, the Compensation Committee will determine a minimum, target, and maximum threshold for the Company’s performance, and the matching percentage may be based on linear interpolation. For the plan year 2025, the matching formula is based on the combined ratio for Old Republic’s consolidated business and the Compensation Committee of the Board will establish a minimum threshold (match based on 50% of eligible compensation contributed to the 401(k) Plan), target threshold (match based on 100% of eligible compensation contributed to the 401(k) Plan), and maximum threshold (match based on 150% of eligible compensation contributed to the 401(k) Plan). In addition to the matching contributions, the Company may make annual discretionary contributions for plan year 2024, which are performance-based with an emphasis on the long-term underwriting and related services profitability of the individual subsidiaries or groups thereof that employ participants. The discretionary contributions are characterized as a percentage of the participant’s first $150,000 in eligible annual compensation, are made in cash, and subject to the participants’ investment elections. Beginning in plan year 2025, the Company will make a safe harbor nonelective cash contribution equal to 3% of eligible compensation for all eligible employees subject to tax law limits. Employees’ savings and annual discretionary contributions (and, in 2025, any safe harbor nonelective cash contribution) are invested, at the employees’ direction, in a number of publicly-traded mutual funds, and, for certain contributions to their 401(k) Plan accounts, they may elect to purchase the Company’s Common Stock as an investment option. Employer matching contributions are initially contributed using the Company’s Common Stock. In 2024, employees with three or more years of service as of the prior year’s end may immediately diversify the investment of such matching contributions into alternative mutual funds available for investment under the 401(k) Plan. Further, such employees could also diversify all of the prior contributions of Company Common Stock at any time into such mutual funds. The number of times that employees could change their investments into or out of the Company’s Common Stock was subject to an annual limitation. Beginning in 2025, employees may immediately diversify the investment of matching contributions into alternative mutual funds available for investment under the 401(k) Plan. For matching contributions for plan years prior to 2025 and for employer discretionary contributions, vesting occurs in increments of 20% per year, beginning after one year of service. However, a participant becomes vested in the account balance allocated from employer contributions upon being totally and permanently disabled, death, or upon the attainment of age 65. For matching contributions made in 2025 or later plan years and for safe harbor nonelective contributions, such contributions are 100% vested. Benefits are payable upon termination of service, death or disability, or following retirement, and are subject to minimum distribution requirements set forth under the Internal Revenue Code. Benefits are also payable via in-service withdrawals, and the minimum age for participants to request in-service withdrawals is 59.5. The 401(k) Plan includes automatic enrollment contributions for new employees equal to 6% of the employee’s compensation unless they opt out. The 401(k) Plan also allows for designated Roth contributions and in-plan Roth conversions. At the election of the participant, benefits derived from employer matching contributions are distributable either in cash or the Company’s Common Stock at the time of a distributable event. Beginning in plan year 2025, participants who are active employees can take loans from their vested account balances.

  58. Summary Compensation Table

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

  59. Summary Compensation Table

    | SUMMARY COMPENSATION TABLE | | | | | | | | | | | (a) Name and Principal Positions | (b) Year | (c) Salary | (d) Bonus(1) | (e) Stock Awards(2) | (f) 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 | 2024 | $985,000 | $— | $3,387,359 | $854,074 | $2,416,698 | $— | $36,024 | $7,679,154 | | | 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 | | Frank J. Sodaro | | | | | | | | | | | Senior Vice President and Chief Financial Officer | 2024 | 590,000 | — | 1,058,306 | 274,800 | 909,898 | — | 24,301 | 2,857,305 | | | 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 | | W. Todd Gray | | | | | | | | | | | Executive Vice President and Treasurer | 2024 | 630,000 | — | 1,237,122 | 320,600 | 1,148,238 | — | 22,557 | 3,358,517 | | | 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 | | Carolyn Monroe | | | | | | | | | | | Senior Vice President — Title | 2024 | 684,097 | — | 1,023,100 | 265,640 | 865,404 | — | 78,079(9) | 2,916,320 | | Stephen J. Oberst | | | | | | | | | | | Executive Vice President | 2024 | 660,577 | — | 1,414,473 | 366,400 | 1,203,968 | — | 76,724 | 3,722,142 | | | 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 |

  60. 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. 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 as well as interest accrued during 2022 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. Hypothetical earnings (investment gains/losses or composite interest rate adjustment, as applicable) accrued in 2024 on deferred balances from prior years’ KEPRP awards is reported in the Nonqualified Deferred Compensation table. |

  61. Summary Compensation Table

    | 2. | The amounts shown reflect the grant date fair value of the awards computed in accordance with FASB ASC Topic 718. Assumptions made in the calculation of these amounts are included in Note 8 to the Company’s audited financial statements included in the Company’s 2024 Annual Report on Form 10-K. The awards shown in this column were made pursuant to the 2022 Incentive Compensation Plan. For stock awards granted in 2023 and 2022, the amounts shown reflect restricted stock awards (“RSAs”) that 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. For stock awards granted in 2024, the amounts shown reflect both (i) restricted stock units (“RSUs”) that vest over a three-year term beginning one year after they were awarded and are subject to forfeiture under certain conditions |

  62. Summary Compensation Table

    | Old Republic International Corporation | 47 | 2025 Proxy Statement |

  63. Summary Compensation Table

    and (ii) performance-based restricted stock units (“PSUs”), which vest, if at all, based on the achievement of specified performance criteria measured over a three-year performance period. In the case of Ms. Monroe, who has attained age 65 and 10 years of service, upon retirement, her unvested RSAs, RSUs, and PSUs will continue to vest. The amounts included in this column for PSU grants made during 2024 are calculated based on the probable satisfaction of the performance conditions for such awards, determined as of the grant date. If the highest level of performance is achieved for the 2024 PSUs, the maximum value of the awards at the grant date would be as follows: $5,081,054 for Mr. Smiddy, $1,587,518 for Mr. Sodaro, $1,856,986 for Mr. Gray, $1,534,796 for Ms. Monroe, and $2,123,526 for Mr. Oberst.

  64. Summary Compensation Table

    | 3. | The amounts shown reflect the grant date fair value of the awards computed in accordance with FASB ASC Topic 718. Assumptions made in the calculation of these amounts are included in Note 8 to the Company’s audited financial statements included in the Company’s 2024 Annual Report on Form 10-K. The option awards in this column (f) were made pursuant to the 2022 Incentive Compensation Plan. The options vest equally over a three-year term beginning one year after they were awarded. If the optionee dies, retires due to disability or the employer of the optionee is divested, vesting acceleration occurs. If an optionee retires in good standing on or after attaining age 65 and with 10 years of service with the Company and/or its subsidiaries, the options will continue to vest over the three-year term subject to the optionee’s compliance with restrictive covenants. In the case of Ms. Monroe, who has attained age 65 and 10 years of service, upon retirement, her unvested options will continue to vest. 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 10 years or longer, such options are subject to continued vesting over the three-year term and for purposes of valuation are considered fully vested as of the grant date. |

  65. 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:

  66. 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. |

  67. 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. |

  68. 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. |

  69. 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. |

  70. Summary Compensation Table

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

  71. 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.

  72. Summary Compensation Table

    | 4. | The awards in this column reflect amounts paid for 2024 performance pursuant to annual performance-based cash incentive awards under the PRP. Additional details regarding these awards are described above under the heading ‎”2024 Annual Performance-Based Cash Bonuses under the PRP.” |

  73. 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 2024, the year-over-year change in the present value of accumulated benefits resulted in a negative amount for Mr. Oberst of $197,361 and $10,827, respectively, because of changes in underlying actuarial assumptions and discount rate. SEC rules require that these negative changes be treated as zeros. |

  74. Summary Compensation Table

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

  75. 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 officers’ 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) club dues incurred for Company business and the value of certain personal meals incurred in connection with such memberships. |

  76. Summary Compensation Table

    | 8. | Includes $35,952, 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 2022. |

  77. Summary Compensation Table

    | 9. | Includes $28,743 as a housing allowance for Ms. Monroe in 2024 (the last year for which she will receive such an allowance). |

  78. Summary Compensation Table

    | Old Republic International Corporation | 48 | 2025 Proxy Statement |

  79. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table sets forth certain information for each named executive officer in the Summary Compensation Table regarding (i) estimated possible payouts under the Company’s Performance Recognition Plan (“PRP”) and (ii) restricted stock units (“RSUs”), performance-based restricted stock units (“PSUs”), and options to purchase shares of Common Stock granted in 2024 pursuant to the 2022 Incentive Compensation Plan. 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.

  80. Grants of Plan-Based Awards in 2024

    | Name | Grant Date | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | ($) | | Craig R. Smiddy | | | | | | | | | | | | | PRP | | 861,875 | 1,723,750 | 3,447,500 | | | | | | | | | RSUs | 3/6/24 | | | | | | | 28,912 | | | 846,832 | | PSUs | 3/6/24 | | | | 43,369 | 86,737 | 173,474 | | | | 2,540,527 | | Options | 3/6/24 | | | | | | | | 186,479 | $29.29 | 854,074 | | Frank J. Sodaro | | | | | | | | | | | | | PRP | | 324,500 | 649,000 | 1,298,000 | | | | | | | | | RSUs | 3/6/24 | | | | | | | 9,032 | | | 264,547 | | PSUs | 3/6/24 | | | | 13,550 | 27,100 | 54,200 | | | | 793,759 | | Options | 3/6/24 | | | | | | | | 60,000 | $29.29 | 274,800 | | W. Todd Gray | | | | | | | | | | | | | PRP | | 409,500 | 819,000 | 1,638,000 | | | | | | | | | RSUs | 3/6/24 | | | | | | | 10,537 | | | 308,629 | | PSUs | 3/6/24 | | | | 15,850 | 31,700 | 63,400 | | | | 928,493 | | Options | 3/6/24 | | | | | | | | 70,000 | $29.29 | 320,600 | | Carolyn Monroe(5) | | | | | | | | | | | | | PRP | | 444,663 | 889,326 | 1,778,653 | | | | | | | | | RSUs | 3/6/24 | | | | | | | 8,730 | | | 255,702 | | PSUs | 3/6/24 | | | | 13,100 | 26,200 | 52,400 | | | | 767,398 | | Options | 3/6/24 | | | | | | | | 58,000 | $29.29 | 265,640 | | Stephen J. Oberst | | | | | | | | | | | | | PRP | | 429,375 | 858,750 | 1,717,500 | | | | | | | | | RSUs | 3/6/24 | | | | | | | 12,042 | | | 352,710 | | PSUs | 3/6/24 | | | | 18,125 | 36,250 | 72,500 | | | | 1,061,763 | | Options | 3/6/24 | | | | | | | | 80,000 | $29.29 | 366,400 |

  81. Grants of Plan-Based Awards in 2024

    | 1. | The amounts shown in columns (c), (d), and (e) represent the threshold, target, and maximum amounts payable for 2024 performance under the PRP. The material terms of the awards and the actual payouts for 2024 are described above in the Compensation Discussion and Analysis — Performance Recognition Plan (PRP) and — 2024 Annual Performance-Based Cash Bonuses under the PRP. |

  82. Grants of Plan-Based Awards in 2024

    | Old Republic International Corporation | 49 | 2025 Proxy Statement |

  83. Grants of Plan-Based Awards in 2024

    | 2. | PSUs awarded in 2024 are rights to receive shares of the Company’s Common Stock, which vest, if at all, based on the achievement of specified performance criteria, measured over a three-year performance period. The material terms of the PSU awards for 2024 are described above in the Compensation Discussion and Analysis — 2024 Equity Awards – PSUs. |

  84. Grants of Plan-Based Awards in 2024

    | 3. | RSUs awarded in 2024 are subject to restrictions that lapse in three equal installments beginning one year after the date of the award. The material terms of the RSU awards for 2024 are described above in the Compensation Discussion and Analysis — 2024 Equity Awards – RSUs. |

  85. Grants of Plan-Based Awards in 2024

    | 4. | The term of each Option is 10 years from the grant date and the options vest in three equal installments beginning one year after the date of the award. The material terms of the Option awards for 2024 are described above in the Compensation Discussion and Analysis — 2024 Equity Awards – Options. |

  86. Grants of Plan-Based Awards in 2024

    | 5. | In the case of Ms. Monroe, who has attained age 65 and 10 years of service, upon retirement, the unvested options, RSUs, and PSUs will continue to vest subject to her compliance with restrictive covenants. |

  87. Outstanding Equity Awards at Year-End 2024

    Outstanding Equity Awards at Year-End 2024 The following table sets forth information regarding unexercised options and unvested restricted stock held by the named executive officers.

  88. Outstanding Equity Awards at Year-End 2024

    | | Outstanding Equity Awards at Year-End 2024 | | | | | | | | | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable(1) | Number of Securities Underlying Unexercised Options Unexercisable | 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) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not vested(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not vested(5) | | Craig R. Smiddy | 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 | | | | | | | 120,000 | — | 22.72 | 02/25/30 | | | | | | | 98,000 | 42,000 | 21.30 | 03/09/31 | | | | | | | 119,880 | 60,120 | 24.49 | 03/10/32 | | | | | | | 66,600 | 133,400 | 24.31 | 03/16/33 | | | | | | | — | 186,479 | 29.29 | 03/06/34 | 106,986 | $3,871,823 | 86,737 | $3,139,012 | | Frank J. Sodaro | 10,000 | — | 20.98 | 02/20/28 | | | | | | | 15,000 | — | 21.12 | 03/19/29 | | | | | | | 20,000 | — | 16.17 | 03/17/30 | | | | | | | 21,000 | 9,000 | 21.30 | 03/09/31 | | | | | | | 39,960 | 20,040 | 24.49 | 03/10/32 | | | | | | | 23,310 | 46,690 | 24.31 | 03/16/33 | | | | | | | — | 60,000 | 29.29 | 03/06/34 | 32,387 | 1,172,086 | 27,100 | 980,749 | | W. Todd Gray | 1,500 | — | 19.98 | 03/22/27 | | | | | | | 4,125 | — | 20.98 | 02/20/28 | | | | | | | 6,750 | — | 21.12 | 03/19/29 | | | | | | | 22,500 | — | 22.72 | 02/25/30 | | | | | | | 28,000 | 12,000 | 21.30 | 03/09/31 | | | | | | | 39,960 | 20,040 | 24.49 | 03/10/32 | | | | | | | 23,310 | 46,690 | 24.31 | 03/16/33 | | | | | | | — | 70,000 | 29.29 | 03/06/34 | 33,892 | 1,226,551 | 31,700 | 1,147,223 |

  89. Outstanding Equity Awards at Year-End 2024

    | Old Republic International Corporation | 50 | 2025 Proxy Statement |

  90. Outstanding Equity Awards at Year-End 2024

    | | Outstanding Equity Awards at Year-End 2024 | | | | | | | | | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable(1) | Number of Securities Underlying Unexercised Options Unexercisable | 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) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not vested(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not vested(5) | | Carolyn Monroe | 12,000 | — | 16.17 | 03/17/30 | | | | | | | 13,750 | 16,500 | 21.30 | 03/09/31 | | | | | | | — | 26,720 | 22.92 | 05/31/32 | | | | | | | — | 60,030 | 24.31 | 03/16/33 | | | | | | | — | 58,000 | 29.29 | 03/06/34 | 30,084 | 1,088,740 | 26,200 | 948,178 | | 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 | | | | | | | 38,500 | 16,500 | 22.72 | 02/25/30 | | | | | | | 45,500 | 19,500 | 21.30 | 03/09/31 | | | | | | | 53,280 | 26,720 | 24.49 | 03/10/32 | | | | | | | 29,970 | 60,030 | 24.31 | 03/16/33 | | | | | | | — | 80,000 | 29.29 | 03/06/34 | 45,407 | 1,643,279 | 36,250 | 1,311,888 |

  91. Outstanding Equity Awards at Year-End 2024

    | 1. | Unexercisable options will vest and become exercisable in approximately equal installments as follows: the options expiring on 02/25/30 for Mr. Oberst vest on 02/25/25; the options expiring on 03/09/31 vest on 12/31/25; the options expiring on 03/10/32 vest on 03/10/25; the options expiring on 05/31/32 for Ms. Monroe vest on 05/31/25; the options expiring on 03/16/33 vest on 03/16/25 and 03/16/26; and the options expiring on 03/06/2034 vest on 03/06/25, 03/06/26, and 03/06/27. |

  92. Outstanding Equity Awards at Year-End 2024

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

  93. Outstanding Equity Awards at Year-End 2024

    | Name | 2022 RSAs | 2023 RSAs | 2024 RSUs | | Craig R. Smiddy | 23,380 | 54,694 | 28,912 | | Frank J. Sodaro | 6,680 | 16,675 | 9,032 | | W. Todd Gray | 6,680 | 16,675 | 10,537 | | Carolyn Monroe | 6,680 | 14,674 | 8,730 | | Stephen J. Oberst | 10,020 | 23,345 | 12,042 |

  94. Outstanding Equity Awards at Year-End 2024

    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. The 2024 RSUs vest in three approximately equal annual installments beginning March 6, 2025.

  95. Outstanding Equity Awards at Year-End 2024

    | 3. | The market value shown was determined by multiplying the sum of the number of shares of restricted stock and RSUs that have not yet vested by $36.19, which represents the closing market price per share of the Company’s Common Stock on the NYSE on December 31, 2024, the last trading day of fiscal 2024. |

  96. Outstanding Equity Awards at Year-End 2024

    | 4. | The amounts shown consist of PSUs granted in 2024, which vest, if at all, based on the achievement of specified performance criteria, measured over a three-year performance period ending December 31, 2026. |

  97. Outstanding Equity Awards at Year-End 2024

    | 5. | The market value shown was determined by multiplying the number of PSUs that have not yet vested by $36.19, which represents the closing market price per share of the Company’s Common Stock on the NYSE on December 31, 2024, the last trading day of fiscal 2024. |

  98. Outstanding Equity Awards at Year-End 2024

    | Old Republic International Corporation | 51 | 2025 Proxy Statement |

  99. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 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 2024.

  100. Option Exercises and Stock Vested in 2024

    | Stock Option Exercises and Restricted Stock Vested During 2024 | | | | | | | 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 | 14,500 | $187,050 | 50,616 | $1,525,027 | | Frank J. Sodaro | — | — | 14,985 | 450,965 | | W. Todd Gray | — | — | 14,985 | 450,965 | | Carolyn Monroe | 86,610 | 646,384 | 13,986 | 422,863 | | Stephen J. Oberst | — | — | 21,645 | 652,197 |

  101. Pension Benefits in 2024

    Pension Benefits in 2024 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.

  102. Pension Benefits in 2024

    | 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 | — | — | — | | Carolyn Monroe | None | — | — | — | | Stephen J. Oberst | Company Plan | 13.1 | $370,345 | — |

  103. Pension Benefits in 2024

    | 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 Company’s 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. |

  104. Pension Benefits in 2024

    | Old Republic International Corporation | 52 | 2025 Proxy Statement |

  105. Nonqualified Deferred Compensation in 2024

    Nonqualified Deferred Compensation in 2024 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, 2024 of the deferred portions of the prior KEPRP awards that constitute non-qualified ‎deferred compensation, together with the earnings credited thereon.

  106. Nonqualified Deferred Compensation in 2024

    | Name | Aggregate Earnings 2024(1)(2) | Aggregate Deferred Balance as of December 31, 2024(3) | | Craig R. Smiddy | $182,808 | $3,854,076 | | Frank J. Sodaro | 48,044 | 641,907 | | W. Todd Gray | (2,101) | 1,765,136 | | Carolyn Monroe | 76,754 | 2,601,571 | | Stephen J. Oberst | 383,990 | 3,095,754 |

  107. Nonqualified Deferred Compensation in 2024

    | 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). |

  108. Nonqualified Deferred Compensation in 2024

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

  109. Nonqualified Deferred Compensation in 2024

    | 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 Ms. Monroe, and $1,313,111 for Mr. Oberst. |

  110. 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.

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

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

  112. 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 | $1,723,750 | $1,723,750 | $0 | $0 | | | Acceleration of Stock and Option Awards(2)(4) | 0 | 11,211,116 | 11,211,116 | 11,211,116 | 0 | 0 | | | KEPRP Account Balance(3) | 3,854,076 | 3,854,076 | 3,854,076 | 3,854,076 | 3,854,076 | 3,854,076 | | | Total | 3,854,076 | 15,065,192 | 16,788,942 | 16,788,942 | 3,854,076 | 3,854,076 | | Frank J. Sodaro | Performance Recognition Plan(1) | 0 | 0 | 649,000 | 649,000 | 0 | 0 | | | Acceleration of Stock and Option Awards(2)(5) | 0 | 3,489,990 | 3,489,990 | 3,489,990 | 0 | 0 | | | KEPRP Account Balance(3) | 449,335 | 641,907 | 641,907 | 449,335 | 449,335 | 449,335 | | | Total | 449,335 | 4,131,897 | 4,780,897 | 4,588,325 | 449,335 | 449,335 | | W. Todd Gray | Performance Recognition Plan(1) | 0 | 0 | 819,000 | 819,000 | 0 | 0 | | | Acceleration of Stock and Option Awards(2)(6) | 0 | 3,824,600 | 3,824,600 | 3,824,600 | 0 | 0 | | | KEPRP Account Balance(3) | 1,588,623 | 1,765,136 | 1,765,136 | 1,588,623 | 1,588,623 | 1,588,623 | | | Total | 1,588,623 | 5,589,736 | 6,408,736 | 6,232,223 | 1,588,623 | 1,588,623 | | Carolyn Monroe | Performance Recognition Plan(1) | 0 | 0 | 889,326 | 889,326 | 0 | 0 | | | Acceleration of Stock and Option Awards(2)(7) | 0 | 3,750,534 | 3,750,534 | 3,750,534 | 0 | 0 | | | KEPRP Account Balance(3) | 2,601,571 | 2,601,571 | 2,601,571 | 2,601,571 | 2,601,571 | 2,601,571 | | | Total | 2,601,571 | 6,352,105 | 7,241,431 | 7,241,431 | 2,601,571 | 2,601,571 | | Stephen J. Oberst | Performance Recognition Plan(1) | 0 | 0 | 858,750 | 858,750 | 0 | 0 | | | Acceleration of Stock and Option Awards(2)(8) | 0 | 5,045,557 | 5,045,557 | 5,045,557 | 0 | 0 | | | KEPRP Account Balance(3) | 3,095,754 | 3,095,754 | 3,095,754 | 3,095,754 | 3,095,754 | 3,095,754 | | | Total | 3,095,754 | 8,141,311 | 9,000,061 | 9,000,061 | 3,095,754 | 3,095,754 |

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

    | 1. | Amount reflects the target value of the PRP award granted in 2024 and assumes performance was achieved at the target level. |

  114. 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 December 31, 2024, and (ii) the exercise price of the stock options. See the Outstanding Equity Awards at Year-End 2024 table for the applicable exercise prices. For |

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

    | Old Republic International Corporation | 55 | 2025 Proxy Statement |

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

    restricted stock and restricted stock units, 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, 2024. For performance-based restricted stock units, the amount assumes the total value of the restricted stock units that would become immediately vested upon a change of control assuming performance was achieved at the target level, valued using the market price of our Common Stock as of December 31, 2024. For purposes of accelerated vesting upon a termination due to “disability,” an 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 the executive is unable to engage in any substantial gainful activity by reason of such impairment.

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

    | 3. | The table shows each executive’s KEPRP account balance (including any earnings) as of December 31, 2024. In the event of an executive’s involuntary termination, or death on that date, the executive (or the executive’s beneficiary in the event of the executive’s death) would be entitled to receive the executive’s vested account balance paid in quarterly installments over a five-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. |

  118. 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 78,074 shares of restricted stock, stock options covering 421,999 shares of Company Common Stock, 28,912 restricted stock units, and 86,737 performance-based restricted stock units. |

  119. 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 23,355 shares of restricted stock, stock options covering 135,730 shares of Company Common Stock, 9,032 restricted stock units, and 27,100 performance-based restricted stock units. |

  120. 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 23,355 shares of restricted stock, stock options covering 148,730 shares of Company Common Stock, 10,537 restricted stock units, and 31,700 performance-based restricted stock units. |

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

    | 7. | For Ms. Monroe, the value reported represents the value of accelerated vesting of 21,354 shares of restricted stock, stock options covering 161,250 shares of Company Common Stock, 8,730 restricted stock units, and 26,200 performance-based restricted stock units. |

  122. 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 33,365 shares of restricted stock, stock options covering 202,750 shares of Company Common Stock, 12,042 restricted stock units, and 36,250 performance-based restricted stock units. |

  123. 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.”

  124. CEO Pay Ratio Disclosure

    | Old Republic International Corporation | 56 | 2025 Proxy Statement |

  125. CEO Pay Ratio Disclosure

    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, 2024 by preparing a list of all U.S.-based employees of the Company’s U.S. subsidiaries at year-end 2024 (excluding the CEO) in the order of the highest to the lowest total gross compensation (excluding retirement plan contributions). Non-U.S. employees were excluded as they accounted for approximately 155 persons employed in Canada out of a total of approximately 9,400 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 2024 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.

  126. CEO Pay Ratio Disclosure

    | The total annual compensation of the Company’s CEO - Craig R. Smiddy: | $7,679,154 | | The total annual compensation of the Median Employee: | $83,449 | | Ratio of the CEO’s compensation to the Median Employee: | 92 to 1 |

  127. CEO Pay Ratio Disclosure

    | Old Republic International Corporation | 57 | 2025 Proxy Statement |

  128. 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 (Non-PEO NEOs).

  129. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO (CEO)(1) | Compensation Actually Paid to PEO (CEO)(1,3) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | | Value of Initial Fixed $100 Investment Based On: | | Net Income | Net Operating Income(2) | Underwriting Income(2) | | | | | | Compensation Actually Paid to Non-PEO NEOs(1,3) | Old Republic Total Shareholder Return (TSR) | Peer Group TSR(4) | | | | | | | | | | | | ($ Millions) | | | | 2024 | $7,679,154 | $13,387,172 | $3,213,571 | $5,261,555 | $229.23 | $182.62 | $852.7 | $797.0 | $404.0 | | 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 |

  130. Pay Versus Performance

    | 1. | Amounts represent “compensation actually paid” to our PEO (CEO) and the average “compensation actually paid” to our Non-PEO NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year: |

  131. Pay Versus Performance

    | Year | Current PEO | Non-PEO NEOs | | 2024 | Mr. Smiddy | Messrs. Sodaro, Gray, Oberst, and Monroe | | 2023 | Mr. Smiddy | Messrs. Sodaro, Gray, Lange, and Oberst | | 2022 | Mr. Smiddy | Messrs. Sodaro, Gray, Oberst, and Yeager* | | 2021 | Mr. Smiddy | Messrs. Mueller*, Sodaro, Gray, Oberst, and Yeager | | 2020 | Mr. Smiddy | Messrs. Mueller, Gray, Oberst, and Yeager |

  132. Pay Versus Performance

    | * Mr. Rande Yeager retired from the Company on June 30, 2023. Mr. Karl Mueller retired from the Company on June 30, 2021, and Mr. Sodaro was appointed as the Company’s Chief Financial Officer effective July 1, 2021. |

  133. Pay Versus Performance

    | Old Republic International Corporation | 58 | 2025 Proxy Statement |

  134. 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 named executive officers 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. |

  135. 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 PEO (CEO) and our Non-PEO NEOs. See table below for the details of amounts deducted and added to the Summary Compensation Table figure to calculate compensation actually paid. |

  136. Pay Versus Performance

    | | 2024 | | | Adjustments | PEO (CEO) | Non-PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable Fiscal Year (FY) | ($4,241,433) | ($1,490,110) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | 8,066,001 | 2,850,116 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | 1,609,601 | 603,023 | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | 273,849 | 84,955 | | TOTAL ADJUSTMENTS | $5,708,018 | $2,047,984 |

  137. 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. |

  138. Description of Relationship Between CEO and Non-PEO NEO Compensation Actually Paid and Company TSR

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

  139. Description of Relationship Between CEO and Non-PEO NEO Compensation Actually Paid and Company TSR

    | Old Republic International Corporation | 59 | 2025 Proxy Statement |

  140. Description of Relationship Between CEO and Non-PEO NEO Compensation Actually Paid and Net Income

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

  141. Description of Relationship Between CEO and Non-PEO NEO Compensation Actually Paid and Net Operating Income and Underwriting Income

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

  142. Description of Relationship Between CEO and Non-PEO NEO Compensation Actually Paid and Net Operating Income and Underwriting Income

    | Old Republic International Corporation | 60 | 2025 Proxy Statement |