DEF 14A of Investors Title Co
Filed Apr 13, 2026 · FY20250001140361-26-014376
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS Directors who are not employees of the Company receive an annual retainer for Board services of $7,500 and an attendance fee of $2,500 for each meeting of the Board of Directors attended, in addition to actual travel expenses related to the meetings. Non-employee directors also receive a $750 fee for participating in a committee meeting, provided that the committee meeting is held on a day other than the regularly scheduled Board meeting date. The Audit Committee Chairperson receives an additional annual retainer of $500. The Board may, from time to time, appoint ad hoc committees to focus on special projects. It is expected that directors appointed to such an ad hoc committee will be paid a quarterly retainer which currently is not expected to exceed $6,000 for service as a chairperson and $5,000 for service by other members, and the amounts shown under “Fees Earned or Paid In Cash” in the table below include fees for service on an ad hoc committee in 2025. Directors who are employees of the Company are paid no fees or other remuneration for service on the Board or on any Board committee. On May 21, 2025, the date of the Company’s 2025 Annual Meeting of Shareholders, each non-employee director was granted 750 SARs under the 2019 Plan with an exercise price of $246.75. Upon exercise of each SAR, a director is entitled to receive an amount (payable in shares of Common Stock) equal to the difference between the closing price of Common Stock on the business day immediately preceding the date of exercise and the exercise price. The number of shares paid on exercise is determined by dividing this amount by the closing price of Common Stock on the business day immediately preceding the date of exercise. These SARs vested and became exercisable in four quarterly installments beginning June 30, 2025, and will expire on May 21, 2032. The Board of Directors makes all decisions regarding the compensation of the members of the Board of Directors. The Chief Executive Officer makes periodic recommendations regarding director compensation, and the Board of Directors may exercise its discretion in modifying any recommended compensation adjustments or awards to the directors. The Board of Directors does not use a compensation consultant for determining or recommending the amount or form of director compensation. The following table shows the compensation earned by each non-employee director for fiscal 2025:
2025 Director Compensation
2025 Director Compensation
2025 Director Compensation
| Name (1) | Fees Earned or Paid in Cash ($) | Option Awards ($)(2) | Total ($) | | Tammy F. Coley | 24,500 | 71,237 | 95,737 | | Joseph B. Dempster, Jr. | 15,000 | 71,237 | 86,237 | | David L. Francis | 2,500 | — | 2,500 | | Richard M. Hutson II | 32,000 | 71,237 | 103,237 | | Elton C. Parker, Jr. | 35,000 | 71,237 | 106,237 | | James E. Scott | 24,500 | 71,237 | 95,737 | | James H. Speed, Jr. | 30,000 | 71,237 | 101,237 |
2025 Director Compensation
| (1) J. Allen Fine, Chief Executive Officer and Chairman of the Board, James A. Fine, Jr., President, Chief Financial Officer and Treasurer, and W. Morris Fine, Executive Vice President and Secretary, are not included in this table as they are employees of the Company and do not receive additional compensation for their services as directors. The compensation received by Messrs. Fine, Fine, Jr. and Fine as employees of the Company is shown in the Summary Compensation Table on page 21. |
2025 Director Compensation
| (2) The amounts shown in this column indicate the grant date fair value of SARs computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. For additional information regarding the assumptions made in calculating these amounts, see Note 7 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The aggregate number of SARs outstanding at December 31, 2025 held by directors was as follows: |
2025 Director Compensation
| Name | Outstanding SARs at Fiscal Year End | | Tammy F. Coley | 1,125, of which 937 were vested | | Joseph B. Dempster | 750, of which 562 were vested | | Richard M. Hutson II | 4,500, of which 4,312.50 were vested | | Elton C. Parker | 5,250, of which 5,062 were vested | | James E. Scott | 3,000, of which 2,812 were vested | | James H. Speed | 5,250, of which 5,062 were vested |
2025 Director Compensation
The Company did not grant any options in fiscal 2025. There were no option awards outstanding at December 31, 2025 held by directors.
Proposal 1 - Election of Directors
Proposal 1 - Election of Directors The Company’s Board of Directors is composed of nine members, divided into three classes with staggered three-year terms for each class. Based on the recommendations of the Nominating Committee, the Board of Directors has nominated Tammy F. Coley, W. Morris Fine and Richard M. Hutson II for election to serve for a three-year period or until their respective successors have been elected and qualified.
Information Regarding Nominees for Election as Directors
Information Regarding Nominees for Election as Directors
Information Regarding Nominees for Election as Directors
| Name | Age | Served as Director Since | Term to Expire | | Tammy F. Coley | 59 | 2020 | 2029 | | W. Morris Fine | 59 | 1999 | 2029 | | Richard M. Hutson II | 85 | 2008 | 2029 |
Information Regarding Nominees for Election as Directors
Tammy F. Coley is the Chief Transformation Officer at BlackLine, a leading provider of cloud software that automates and enhances controls over finance and accounting. During the fourteen years prior to joining BlackLine in September 2017, Ms. Coley led the Enterprise Accounting and Internal Controls function at Cox Communications, a company that provides digital cable television, telecommunications and home automation services. Ms. Coley, a Certified Public Accountant, has served on the Board of Directors of Investors Title Company since 2020. Ms. Coley was selected and qualified to serve on the Board of Directors because she has strong experience in executive leadership, operational management, and public accounting. W. Morris Fine is Executive Vice President and Secretary of the Company, President and Chief Operating Officer of Investors Title Insurance Company and National Investors Title Insurance Company, President and Chairman of the Board of Investors Title Management Services, Inc., Vice President of Investors Title Exchange Corporation and Investors Title Accommodation Corporation, and Chief Financial Officer and Treasurer of Investors Trust Company and Investors Capital Management Company. Mr. Fine is the son of J. Allen Fine, Chief Executive Officer and Chairman of the Board of the Company, and brother of James A. Fine, Jr., President, Chief Financial Officer and Treasurer of the Company. During the past five years, Mr. Fine has served on the Board of Directors of Investors Title Company. Mr. Fine was selected and qualified to serve on the Board of Directors because he has extensive title insurance industry, operations, and marketing experience in addition to a background in public accounting and executive level management and strategic planning experience. Richard M. Hutson II is a practicing attorney and, since 2006, has been the principal of Hutson Law Office, P.A., the successor firm to Hutson, Hughes and Powell P.A. in Durham, North Carolina. Mr. Hutson has been engaged in the practice of law since 1965 and served as a principal of Hutson, Hughes and Powell P.A. from 1993 to 2006. Additionally, he has served in leadership roles of local and national professional and civic organizations and during the past five years, has served on the Board of Directors of Investors Title Company. Mr. Hutson was selected and qualified to serve on the Board of Directors because he has extensive experience in corporate and business law, corporate restructuring, and governance matters, as well as in-depth knowledge of the Company’s business as he has assisted the Company in various matters beginning with its formation in 1972.
Information Regarding Directors Continuing in Office
Information Regarding Directors Continuing in Office
Information Regarding Directors Continuing in Office
| Name | Age | Served as Director Since | Term to Expire | | James A. Fine, Jr. | 63 | 1997 | 2027 | | Elton C. Parker, Jr. | 74 | 2020 | 2027 | | James E. Scott | 64 | 2023 | 2027 | | J. Allen Fine | 91 | 1973 | 2028 | | Joseph B. Dempster, Jr. | 60 | 2025 | 2028 | | James H. Speed, Jr. | 72 | 2010 | 2028 |
Information Regarding Directors Continuing in Office
James A. Fine, Jr. is President, Chief Financial Officer and Treasurer of the Company, Executive Vice President, Chief Financial Officer and Treasurer of Investors Title Insurance Company, Executive Vice President and Chief Financial Officer of National Investors Title Insurance Company, Executive Vice President of Investors Title Management Services, Inc., President of Investors Title Exchange Corporation and Investors Title Accommodation Corporation, and Chief Executive Officer of Investors Trust Company and Investors Capital Management Company. Investors Title Insurance Company, National Investors Title Insurance Company, Investors Title Management Services, Inc., Investors Title Exchange Corporation, Investors Title Accommodation Corporation, Investors Capital Management Company and Investors Trust Company are all wholly owned subsidiaries of the Company. Mr. Fine is the son of J. Allen Fine, Chief Executive Officer and Chairman of the Board of the Company, and brother of W. Morris Fine, Executive Vice President and Secretary of the Company. During the past five years, Mr. Fine has served on the Board of Directors of Investors Title Company. Mr. Fine was selected and qualified to serve on the Board of Directors because he has extensive title insurance industry, operations and marketing experience in addition to a background in investment strategy and executive level management and strategic planning experience. Elton C. Parker Jr. retired in 2006 as an audit partner of the Raleigh, North Carolina office of Deloitte & Touche LLC, a public accounting firm, where he had been employed since 1974. Beginning in 1985, Mr. Parker served in the supervising partner roles in the audit of various types of insurance companies in North and South Carolina practice until his retirement. Since 2006, Mr. Parker has served as the Managing Member of Elpark Financial LLC, a financial advisory and consulting firm and, since 1982 has served as President of Elpark Inc. and subsidiaries, a family-owned real estate, farming and investment company. Mr. Parker has served on the Board of Directors of Investors Title Company since 2020. Mr. Parker, a Certified Public Accountant, was selected and qualified to serve on the Board of Directors because he has extensive experience in public accounting, particularly with respect to insurance companies, management and strategic planning. James E. Scott retired in 2021 as a tax partner of Ernst & Young LLP, a public accounting firm, after thirty-seven years of service. During his career, Mr. Scott advised large public and private companies with respect to tax planning and reporting, leading global service and delivery teams. Since retirement, Mr. Scott has provided consulting services to corporate clients and is currently a consultant for Ernst & Young. Mr. Scott has served on the Board of Directors of Investors Title Company since 2023. Mr. Scott, a Certified Public Accountant, was selected and qualified to serve on the Board of Directors because he has extensive experience in public accounting, particularly with respect to tax planning and reporting. J. Allen Fine was the principal organizer of Investors Title Insurance Company and has been Chairman of the Board of the Company, Investors Title Insurance Company, and National Investors Title Insurance Company, since their incorporation. Mr. Fine served as President of Investors Title Insurance Company until February 1997, when he was named Chief Executive Officer. Additionally, Mr. Fine serves as Chief Executive Officer of the Company and National Investors Title Insurance Company, and Chairman of the Board of Investors Title Exchange Corporation, Investors Capital Management Company and Investors Trust Company. Mr. Fine is the father of James A. Fine, Jr., President, Chief Financial Officer and Treasurer of the Company, and W. Morris Fine, Executive Vice President and Secretary of the Company. During the past five years, Mr. Fine has served on the Board of Directors of Investors Title Company. Mr. Fine was selected and qualified to serve on the Board of Directors because he is the founder of the Company and has extensive title insurance industry, operations and marketing experience as well as a strong executive background in real estate, strategic planning and business administration. Joseph B. Dempster, Jr. is a partner in the law firm of Poyner Spruill LLP, in Raleigh, North Carolina. Mr. Dempster’s practice areas include corporate, real estate, and finance law. He joined the firm in 1990 and has held several leadership positions, including service as the firm’s Managing Partner for over 11 years. Additionally, Mr. Dempster has served as primary outside counsel to, and has held board positions in, many local and statewide civic, charitable and educational organizations. Mr. Scott has served on the Board of Directors of Investors Title Company since 2025. Mr. Dempster was selected and is qualified to serve on the Board of Directors because of his managerial expertise and his extensive experience in corporate, business, real estate, and governance matters. Mr. Dempster also has in-depth knowledge of the Company’s business as a practicing real estate attorney. James H. Speed, Jr. served as President and Chief Executive Officer of North Carolina Mutual Life Insurance Company, the oldest and largest insurance company in America with roots in the African-American community, until his retirement in December 2015. During the past five years, Mr. Speed, a Certified Public Accountant, has served on the boards of directors of Investors Title Company, Brown Capital Management Funds, Centaur Mutual Funds, Chesapeake Investment Trust, Hillman Capital Management Investment Trust, Starboard Investment Trust and WST Investment Trust. Mr. Speed was selected and qualified to serve on the Board of Directors because he has a strong executive background and extensive experience in finance, public accounting and insurance.
Philosophy and Objectives of the Executive Compensation Program
| • | promoting and rewarding the fulfillment of annual and long-term objectives; |
Philosophy and Objectives of the Executive Compensation Program
| • | promoting and rewarding long-term commitment; |
Elements of Executive Compensation
| • | annual incentive bonuses; |
Elements of Executive Compensation
| • | benefits under employment agreements; |
Elements of Executive Compensation
| • | potential payments and benefits upon change of control; and |
Elements of Executive Compensation
| • | obligations under employment agreements. |
Elements of Executive Compensation
For detailed information regarding severance benefits payable in connection with a termination because of a change in control, see “– Potential Payments Upon Termination of Change in Control” below. Benefits and Perquisites. The Company provides all eligible employees, including the named executive officers, with a benefit program that the Compensation Committee believes is reasonable, competitive and consistent with the overall objectives of the compensation program. The named executive officers are eligible to participate in the Company’s group insurance program, which during fiscal 2025 included group health, dental, vision and life insurance, as well as short- and long-term disability insurance. Other benefits offered during fiscal 2025 included flexible spending accounts and a pretax premium plan, paid sick leave, paid holidays and paid vacations. Under the Company’s 401(k) plan, the Company makes contributions amounting to 3% of compensation for each eligible employee. The Company may make additional contributions under the profit share provisions of the plan. For the 2025 plan year, the Company contributed an additional 1% of compensation for eligible employees under the profit share provisions of the plan. In 2024, a contribution of 1% of compensation was made to eligible employees under the profit share provisions of the plan. The named executive officers receive an annual supplemental retirement cash payment equal to the amount that would have been contributed to their 401(k) plan accounts if the contributions to the 401(k) plan were not limited under federal tax laws. The Company provides Company-owned vehicles to certain officers and employees who hold positions requiring frequent travel. The Company does not prohibit the personal use of Company-owned vehicles, but the value of any personal use is treated as taxable compensation. Each of the executive officers is assigned a Company-owned vehicle and may use the vehicle for personal use according to the Company’s policy covering all Company-owned vehicles. James A. Fine, Jr. and W. Morris Fine are also parties to Death Benefit Plan Agreements, which provide that, in the event of death, certain amounts payable under their respective employment agreements will be paid in a lump sum within 60 days of death to their respective beneficiaries. Under each agreement, the respective beneficiary would also be paid a lump sum amount equal to $2,000,000 subject to adjustments as described under “– Summary Compensation Table – Employment Agreements – James A. Fine, Jr. and W. Morris Fine” below. The agreements are provided to minimize the distraction to the executive officers of personal risks and uncertainties. As a matter of policy, the Compensation Committee does not award personal benefits or perquisites that are unrelated to the Company’s business. The Compensation Committee reviews and approves annually all benefits and perquisites paid to our named executive officers.
Summary Compensation Table
Summary Compensation Table The table below summarizes the total compensation for each of the named executive officers for each of the fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023, respectively.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | All Other Compensation ($)(2) | Total ($) | | J. Allen Fine Chief Executive Officer and Chairman of the Board | 2025 | 593,475 | 300,000 | 59,367 | 952,842 | | | 2024 | 576,167 | 300,000 | 52,529 | 928,696 | | | 2023 | 558,500 | 100,000 | 72,733 | 731,233 | | James A. Fine, Jr. President, Chief Financial Officer and Treasurer | 2025 | 508,913 | 350,000 | 52,792 | 911,704 | | | 2024 | 494,083 | 300,000 | 44,963 | 839,046 | | | 2023 | 479,000 | 100,000 | 72,714 | 651,714 | | W. Morris Fine Executive Vice President & Secretary | 2025 | 508,913 | 350,000 | 53,950 | 912,862 | | | 2024 | 494,083 | 300,000 | 49,326 | 843,409 | | | 2023 | 479,000 | 100,000 | 78,489 | 657,489 |
Summary Compensation Table
| (1) Reflects cash bonuses earned in the applicable year. |
Summary Compensation Table
| (2) Amounts set forth as “All Other Compensation” for fiscal 2025 consists of the following: |
Summary Compensation Table
| Name | 401(k) Contributions ($) | Supplemental Retirement Cash Payment ($) | Life and Health Insurance ($) | Personal Use of Company Vehicle ($) | Total ($) | | J. Allen Fine | 10,500 | 22,341 | 9,816 | 16,710 | 59,367 | | James A. Fine, Jr. | 10,500 | 18,822 | 12,682 | 10,788 | 52,792 | | W. Morris Fine | 10,500 | 18,822 | 12,682 | 11,946 | 53,950 |
Employment Agreements
Employment Agreements Each of the named executive officers is party to an employment agreement with Investors Title Insurance Company (in this section, we use the “Company” to refer Investors Title Company and Investors Title Insurance Company, together or separately, as the context requires), each of which was amended and restated effective May 4, 2022. Under the employment agreements, each of J. Allen Fine, James A. Fine, Jr., and W. Morris Fine are entitled to a minimum base salary and such cash bonuses as the Board may determine in its sole discretion. Under these agreements, Messrs. Fine, Fine, Jr., and Fine participate in the Company’s benefits programs generally provided to other executives, receive 30 days of paid vacation annually and unlimited sick leave, and are entitled to reimbursement for reasonably incurred out-of-pocket business expenses. Additionally, under these agreements, Messrs. Fine, Fine, Jr. and Fine receive an annual supplemental retirement cash payment equal to the amount that would have been contributed to their 401(k) plan accounts if the contributions to the 401(k) plan were not limited under federal tax laws. The agreements also provide for minimum payments to each executive officer in the event of (i) termination of employment due to disability or retirement (each as defined in the agreements), (ii) termination by the Company without cause or (iii) termination by the officer for good reason or due to a change in control. These agreements also prohibit Messrs. Fine, Fine, Jr. and Fine from engaging in certain activities involving competition with the Company for a two-year period following termination of employment. In the event of termination of employment, regardless of the reason, the executive officers are entitled to base salary through the date of separation, plus a prorated annual bonus for the year of termination based on the average of the three highest annual bonuses paid to him, plus any accrued benefits under various benefit and compensation programs. In addition, under the employment agreements, the executive officers are entitled to severance payments and benefits as described below. J. Allen Fine. Under Mr. J. Allen Fine’s employment agreement, if his employment is terminated due to death, disability or retirement, he is entitled to receive the following:
Employment Agreements
| • | except in the case of death, a lump sum payment of three times the highest rate of base salary he has received at any time; |
Employment Agreements
| • | except in the case of death, a lump sum payment equal to three times the average of the three highest annual bonuses paid to him at any time; |
Employment Agreements
| • | accrued benefits under the Nonqualified Supplemental Retirement Benefit Plan and Nonqualified Deferred Compensation Plan (if any); |
Employment Agreements
| • | accelerated vesting in full of all unvested equity awards held by him; and |
Employment Agreements
| • | continued participation in the Company’s health insurance plans by him and his wife at no expense until his death or, if later, his wife’s death. |
Employment Agreements
Under Mr. Fine’s employment agreement, if his employment is terminated by the Company without “cause” or by him for “good reason”, he is entitled to receive the following:
Employment Agreements
| • | a lump sum payment of five times the highest rate of base salary he has received at any time; |
Employment Agreements
| • | a lump sum payment equal to five times the average of the three highest annual bonuses paid to him at any time; |
Employment Agreements
| • | accrued benefits under the Nonqualified Supplemental Retirement Benefit Plan and Nonqualified Deferred Compensation Plan (if any); |
Employment Agreements
| • | accelerated vesting in full of all unvested equity awards held by him; and |
Employment Agreements
| • | continued health insurance coverage as described above. |
Employment Agreements
Under Mr. Fine’s employment agreement, if he terminates his employment because of a “change in control,” he is entitled to receive the following:
Employment Agreements
| • | a lump sum payment equal to the average of the three highest annual bonuses paid to him at any time; |
Employment Agreements
| • | accrued benefits under the Nonqualified Supplemental Retirement Benefit Plan and Nonqualified Deferred Compensation Plan (if any); |
Employment Agreements
| • | accelerated vesting in full of unvested equity awards held by him; and |
Employment Agreements
| • | continued health insurance coverage as described above. |
Employment Agreements
In the event of a change in control that does not result in termination of employment, Mr. Fine is entitled to a base salary increase of 100%. Additionally, upon the occurrence of a change in control, Mr. Fine is entitled to a bonus in an amount that is equal to the sum of three times the amount of the highest rate of base salary he has ever received during employment with the Company, excluding for this purpose the doubling of the base salary upon a change in control, as well as an amount equal to three times the average of the three highest annual bonuses ever received, all to be paid in a lump sum on the effective date of the closing of the transaction that constitutes a change in control (the “CIC Bonus”); provided, however, if Mr. Fine’s employment is subsequently terminated by the Company without “cause” or by him for “good reason” upon or within six months following a change in control, then the amount due as described above under such circumstances shall be reduced by the amount of the CIC Bonus actually paid to Mr. Fine. If any portion of these payments and benefits, or payments and benefits under any other plan, agreement or arrangement, would constitute “parachute payments” for purposes of the Internal Revenue Code of 1986, as amended (the “Code”), and would be subject to the excise tax imposed under Section 4999 of the Code, the Company will compare (i) the net after-tax benefit to Mr. Fine of receiving the payments and benefits in full (taking into account the excise tax) with (ii) the net after-tax benefit to Mr. Fine if the payments and benefits are reduced to the extent necessary to avoid the excise tax. The payments and benefits will be paid either in full or reduced to such extent, whichever results in the greater after-tax benefit to Mr. Fine. Under Mr. Fine’s employment agreement, if his employment is terminated by the Company for “cause,” he is entitled to receive the following:
Employment Agreements
| • | an amount equal to that amount he would have received as salary had he remained an employee until the later of the date of his termination and the date that was 30 days after notice of his termination; |
Employment Agreements
| • | a lump sum payment equal to the average of the three highest annual bonuses paid to him at any time; and |
Employment Agreements
| • | accrued benefits under the Nonqualified Supplemental Retirement Benefit Plan and Nonqualified Deferred Compensation Plan. |
Employment Agreements
Under Mr. Fine’s employment agreement, “cause” is defined as:
Employment Agreements
| • | the executive’s conviction of, or plea of guilty or nolo contendere to, any crime involving dishonesty or moral turpitude; |
Employment Agreements
| • | the commission by the executive of a fraud against the Company for which he is convicted; |
Employment Agreements
| • | gross negligence or willful misconduct by the executive with respect to the Company which causes material detriment to the Company; |
Employment Agreements
| • | the falsification or manipulation of any records of the Company; |
Employment Agreements
| • | repudiation of the agreement by the executive or the executive’s abandonment of employment with the Company; |
Employment Agreements
| • | breach by the executive of his confidentiality, non-competition or non-solicitation, and intellectual property ownership obligations under the agreement; or |
Employment Agreements
| • | failure or refusal of the executive to perform his duties with the Company or to implement or to follow the policies or directions of the Board of Directors within 30 days after a written demand for performance is delivered to the executive that specifically identifies the manner in which the Board of Directors believes that the executive has not performed his duties or failed to implement or follow the policies or directions of the Board of Directors. |
Employment Agreements
Under Mr. Fine’s employment agreement, “good reason” is defined as:
Employment Agreements
| • | a material reduction in Mr. Fine’s base salary; |
Employment Agreements
| • | a relocation of Mr. Fine’s principal place of employment by more than 50 miles; |
Employment Agreements
| • | any material breach by the Company of any material provision of the agreement; |
Employment Agreements
| • | the Company’s failure to obtain an agreement from any successor to the Company to assume and agree to perform the Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, except where such assumption occurs by operation of law; |
Employment Agreements
| • | a material, adverse change in Mr. Fine’s title, authority, duties, or responsibilities (other than temporarily while he is physically or mentally incapacitated or as required by applicable law); or |
Employment Agreements
| • | a material adverse change in the reporting structure applicable to Mr. Fine. |
Employment Agreements
Under the agreement, Mr. Fine may not terminate his employment for good reason unless he has provided written notice to the Board of Directors of the existence of the circumstances providing grounds for termination for good reason within 90 days of the initial existence of such grounds and the Company has had at least 30 days from the date on which such notice is provided to cure such circumstances. Under Mr. Fine’s employment agreement, a “change in control” will occur if:
Employment Agreements
| • | any person or group acting in concert, other than the executive or his affiliates or immediate family members, is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s outstanding shares entitled to vote for the election of directors; |
Employment Agreements
| • | the directors serving at the time the agreement was entered into or any successor to any such director (and any additional director) who after such time (i) was nominated or selected by a majority of the directors |
Employment Agreements
serving at the time of his or her nomination or selection and (ii) who is not an “affiliate” or “associate” (as defined in Regulation 12B under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of any person who is the beneficial owner, directly or indirectly, of securities representing 50% or more of the combined voting power of the Company’s outstanding shares entitled to vote for the election of directors, cease for any reason to constitute at least a majority of the Company’s Board of Directors;
Employment Agreements
| • | a sale of more than 50% of the Company’s assets (measured in terms of monetary value) is consummated; or |
Employment Agreements
| • | any merger, consolidation or like business combination or reorganization of the Company is consummated that results in the occurrence of any event described above. |
Employment Agreements
James A. Fine, Jr. and W. Morris Fine. The employment agreements of James A. Fine, Jr. and W. Morris Fine are substantially identical to J. Allen Fine’s employment agreement, except that under their agreements, following termination of employment due to death, disability or retirement, by the Company other than for “cause,” or by the executive for “good reason” or because of a “change in control,” they are entitled to (i) continued participation in the Company’s health insurance plans by their dependent children at no expense until any such children are no longer dependent and (ii) cause the Company to transfer to them any life insurance policies owned by the Company on their lives. Conditions to Receipt of Severance Benefits. Under each named executive officer’s employment agreement, the Company’s obligations to provide the executive with the severance benefits described above are contingent on:
Employment Agreements
| • | The executive’s execution of a standard release of claims; |
Employment Agreements
| • | The executive’s compliance with a two-year non-competition covenant; and |
Employment Agreements
| • | The executive’s compliance with a two-year non-solicitation covenant. |
Death Benefit Plan Agreements
Death Benefit Plan Agreements J. Allen Fine is party to an Amended and Restated Death Benefit Plan Agreement with the Company. The Death Benefit Plan Agreement provides that in the event of his death while employed by the Company, a lump sum amount equal to three times the highest rate of base salary paid at any time, plus three times the average of the three highest years of annual bonus compensation paid to him at any time, be paid within 60 days of his death to the beneficiaries designated by Mr. Fine under this agreement. James A. Fine, Jr. and W. Morris Fine also are each party to an Amended and Restated Death Benefit Plan Agreement. Their Death Benefit Plan Agreements provide that in the event of the executive’s death while employed by the Company, a lump sum amount equal to three times the highest rate of base salary paid at any time, plus three times the average of the three highest years of annual bonus compensation paid to him at any time, be paid within 60 days of his individual death to a beneficiary designated by the executive. Additionally, under each executive’s Death Benefit Plan Agreement, the respective designated beneficiary of the executive would also be paid a lump sum amount equal to $2,000,000,
Death Benefit Plan Agreements
| (b) an amount equal to three times the average of the three highest annual bonuses paid to him at any time; |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Estimated Post-Employment Compensation and Benefits. The following tables set forth the estimated post-employment compensation and benefits that would have been payable to each of the named executive officers under his agreements, assuming that each covered circumstance occurred on December 31, 2025. The following table shows the potential payments upon a change in control of the Company or termination for J. Allen Fine, the Company’s Chief Executive Officer and Chairman of the Board:
Potential Payments Upon Termination or Change in Control
| Executive Benefits and Payments Upon Change in Control or Termination | Change in Control ($) | Voluntary Termination ($) | Voluntary Termination Due to Change in Control ($) | Death ($) | For Cause Termination ($) | Involuntary or Good Reason Termination ($) | Termination for Retirement(1) or Disability ($) | | Compensation: | | | | | | | | | Base Salary | 1,192,740(4) | — | — | 1,789,110(5) | 49,698(6) | 2,981,850(7) | 1,789,110(5) | | Bonus | 4,689,110(8) | 2,900,000(9) | 2,900,000(9) | 2,900,000(10) | 2,900,000(9) | 4,833,333(11) | 2,900,000(10) | | Supplemental Retirement Benefit(12) | — | 22,341 | 22,341 | 22,341 | 22,341 | 22,341 | 22,341 | | Benefits and Perquisites: | | | | | | | | | Health Plan(13) | — | — | 60,566 | 60,566 | — | 60,566 | 60,566 | | Total – J. Allen Fine | 5,881,850 | 2,922,341 | 2,982,907 | 4,772,017 | 2,972,039 | 7,898,090 | 4,772,017 |
Potential Payments Upon Termination or Change in Control
The following table shows the potential payments upon a change in control of the Company or termination for James A. Fine, Jr., the Company’s President, Chief Financial Officer and Treasurer:
Potential Payments Upon Termination or Change in Control
| Executive Benefits and Payments Upon Change in Control or Termination | Change in Control ($) | Voluntary Termination ($) | Voluntary Termination Due to Change in Control ($) | Death ($) | For Cause Termination ($) | Involuntary or Good Reason Termination ($) | Termination for Retirement(2) or Disability ($) | | Compensation: | | | | | | | | | Base Salary | 1,022,790(4) | — | — | 1,534,185(5) | 42,616(6) | 2,556,975(7) | 1,534,185(5) | | Bonus | 4,434,185(8) | 2,900,000(9) | 2,900,000(9) | 2,900,000(10) | 2,900,000(9) | 4,833,333(11) | 2,900,000(10) | | Supplemental Retirement Benefit(12) | — | 18,822 | 18,822 | 18,822 | 18,822 | 18,822 | 18,822 | | Benefits and Perquisites: | | | | | | | | | Health Plan(13) | — | — | 394,230 | 394,230 | — | 394,230 | 394,230 | | Death Benefit Plan Agreement(14) | — | — | — | 2,000,000 | — | — | — | | Life Insurance(15) | — | — | 617,296 | 617,296 | — | 617,296 | 617,296 | | Total – James A. Fine, Jr. | 5,456,975 | 2,918,822 | 3,930,348 | 7,464,533 | 2,961,438 | 8,420,656 | 5,464,533 |
Potential Payments Upon Termination or Change in Control
The following table shows the potential payments upon a change in control of the Company or termination for W. Morris Fine, the Company’s President and Chief Operating Officer:
Potential Payments Upon Termination or Change in Control
| Executive Benefits and Payments Upon Change in Control or Termination | Change in Control ($) | Voluntary Termination ($) | Voluntary Termination Due to Change in Control ($) | Death ($) | For Cause Termination ($) | Involuntary or Good Reason Termination ($) | Termination for Retirement(3) or Disability ($) | | Compensation: | | | | | | | | | Base Salary | 1,022,790(4) | — | — | 1,534,185(5) | 42,616(6) | 2,556,975(7) | 1,534,185(5) | | Bonus | 4,434,185(8) | 2,900,000(9) | 2,900,000(9) | 2,900,000(10) | 2,900,000(9) | 4,833,333(11) | 2,900,000(10) | | Supplemental Retirement Benefit(12) | — | 18,822 | 18,822 | 18,822 | 18,822 | 18,822 | 18,822 |
Potential Payments Upon Termination or Change in Control
| Executive Benefits and Payments Upon Change in Control or Termination | Change in Control ($) | Voluntary Termination ($) | Voluntary Termination Due to Change in Control ($) | Death ($) | For Cause Termination ($) | Involuntary or Good Reason Termination ($) | Termination for Retirement(3) or Disability ($) | | Benefits and Perquisites: | | | | | | | | | Health Plan(13) | — | — | 423,421 | 423,421 | — | 423,421 | 423,421 | | Death Benefit Plan Agreement(14) | — | — | — | 2,000,000 | — | — | — | | Life Insurance(15) | — | — | 398,563 | 398,563 | — | 398,563 | 398,563 | | Total – W. Morris Fine | 5,456,975 | 2,918,822 | 3,740,806 | 7,274,991 | 2,961,438 | 8,231,114 | 5,274,991 |
Potential Payments Upon Termination or Change in Control
| (1) J. Allen Fine became eligible to retire on May 2, 2004. |
Potential Payments Upon Termination or Change in Control
| (2) James A. Fine, Jr. became eligible to retire on April 19, 2012. |
Potential Payments Upon Termination or Change in Control
| (3) W. Morris Fine became eligible to retire on July 30, 2016. |
Potential Payments Upon Termination or Change in Control
| (4) In the event of a change in control, executive’s base salary as then in effect shall double effective on the effective date of the closing of the transaction that constitutes a change in control. |
Potential Payments Upon Termination or Change in Control
| (5) Represents lump sum severance payment equal to three times the highest rate of base salary he has received at any time. |
Potential Payments Upon Termination or Change in Control
| (6) Represents 30 days’ severance. |
Potential Payments Upon Termination or Change in Control
| (7) Represents lump sum severance payment equal to five times the highest rate of base salary he has received at any time. |
Potential Payments Upon Termination or Change in Control
| (8) Represents lump sum change in control bonus equal to the sum of (i) an amount equal to three times the amount of the highest rate of base salary he has received during his employment with the Company (excluding for this purpose the doubling of base salary upon a change in control as set forth under “Change in Control”) and (ii) an amount equal to three times the average of the three highest annual bonuses paid to him at any time. |
Potential Payments Upon Termination or Change in Control
| (9) Represents prorated lump sum severance payment based on the executive’s pro rata share of the average of the three highest annual bonuses paid to him. |
Potential Payments Upon Termination or Change in Control
| (10) Represents lump sum severance payment equal to three times the average of the three highest annual bonuses paid to him at any time. |
Potential Payments Upon Termination or Change in Control
| (11) Represents lump sum severance payment equal to five times the average of the three highest annual bonuses paid to him at any time. If executive’s employment is subsequently terminated by the Company without “cause” or by him for “good reason” upon or within six months following a change in control, then the amount due shall be reduced by the amount of the bonus as set forth under “Change in Control” actually paid to him. |
Potential Payments Upon Termination or Change in Control
| (12) Represents the accrued annual supplemental cash retirement benefit under the named executive officers’ employment agreements. |
Potential Payments Upon Termination or Change in Control
| (13) Reflects estimated cost of providing health insurance plan coverage utilizing assumptions used for financial reporting purposes. |
Potential Payments Upon Termination or Change in Control
| (14) Represents additional estimated lump sum amount, if any, that would be payable under the officer’s Death Benefit Plan Agreement. |
Potential Payments Upon Termination or Change in Control
| (15) Reflects cash surrender value of life insurance policy, transferable at the executive’s request. |
PEO to Median Employee Pay Ratio
PEO to Median Employee Pay Ratio SEC rules require companies to disclose the ratio of the total annual compensation of the Company’s principal executive office (“PEO”) to the median employee’s total annual compensation. The 2025 pay ratio for the Company is as follows:
PEO to Median Employee Pay Ratio
| Median annual total compensation of all employees (excluding J. Allen Fine) | $76,300 | | Annual total compensation of J. Allen Fine, Chief Executive Officer (the Company’s PEO) | $952,842 | | Ratio of the PEO to median employee compensation | 12:1 |
PEO to Median Employee Pay Ratio
Under the pay ratio rule, a company is required to identify its median employee only once every three years so long as during the last prior fiscal year there has been no change to its employee population or employee compensation arrangements that it reasonably believes would result in a significant change in its pay ratio disclosure. In determining the median employee, we examined total compensation paid in 2025 (including wages, bonuses paid in 2025, Company contributions under our 401(k) plan, and the grant date fair value of equity awards) consistently for all individuals, excluding Mr. Fine, who were employed by the Company as of December 31, 2025. We included all our employees in the process, whether employed on a full-time or part-time basis. We annualized the compensation for full-time employees who were not employed by us all for all of 2025. We calculated the median employee’s annual total compensation for 2025 using the same methodology we use for our named executive officers as set forth in the 2025 Summary Compensation Table in this proxy statement, consistent with Item 402(u) of Regulation S-K adopted by the SEC. However, due to the flexibility afforded by Item 402(u) in calculating the PEO pay ratio, our PEO pay ratio may not be comparable to the PEO pay ratios presented by other companies.
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025 There were no grants of plan-based awards to the named executive officers in the fiscal year ended December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End There were no outstanding equity awards to the named executive officers as of December 31, 2025.
2025 Option Exercises and Stock Vested
2025 Option Exercises and Stock Vested There was no exercise of options or SARs or vesting of shares of Common Stock held by the named executive officers in fiscal 2025.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance measures of the Company. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and compensation for the named executive officers.
PAY VERSUS PERFORMANCE
| Pay Versus Performance | | | | | | | | | | Year | Summary Compensation Table Total for PEO ($) (1) | Compensation Actually Paid to PEO ($) (2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (3) | Average Compensation Actually Paid to Non-PEO NEOs ($) (4) | Value of Initial Fixed $100 Based On: | | Net Income(7) | Non-GAAP Operating Margin(8) | | | | | | | Total Shareholder Return (5) | Peer Group Total Shareholder Return(6) | | | | 2025 | $952,842 | $952,842 | $912,283 | $912,283 | $211.45 | $169.22 | $35,180,200 | 17.60% | | 2024 | $928,696 | $928,696 | $841,228 | $841,228 | $192.64 | $162.78 | $31,073,000 | 15.38% | | 2023 | $731,233 | $731,233 | $654,602 | $654,602 | $124.27 | $147.52 | $21,685,600 | 16.21% | | 2022 | $1,616,073 | $1,616,073 | $1,538,705 | $1,538,705 | $108.78 | $107.18 | $23,903,300 | 16.78% | | 2021 | $1,558,657 | $1,558,657 | $1,492,167 | $1,492,167 | $140.95 | $145.79 | $67,020,300 | 22.25% |
PAY VERSUS PERFORMANCE
| (1) For each year, reflects the total compensation amount reported for J. Allen Fine, Chief Executive Officer and Chairman of the Board of the Company, in the “Total” column of the Summary Compensation Table that appears on page 21. |
PAY VERSUS PERFORMANCE
| (2) For each year, reflects the amount of “compensation actually paid” to Allen Fine, Chief Executive Officer and Chairman of the Board of the Company, as computed in accordance with Item 402(v) of Regulation S-K. No equity awards have been granted to J. Allen Fine during the years covered by the table above, nor did he hold any outstanding equity awards during such years, and the Company does not provide for any defined benefit and actuarial pension plans, As a result, no adjustments were made to J. Allen Fine’s total compensation as reported in the Summary Compensation Table. |
PAY VERSUS PERFORMANCE
| (3) For each year, reflects the average of the total compensation amounts reported for our other named executive officers as a group (excluding J. Allen Fine) in the “Total” column of the Summary Compensation Table that appears on page 21. The names of each of the other named executive officers included for purposes of calculating the average amount for each year are: James A. Fine, Jr., President, Chief Financial Officer and Treasurer, and W. Morris Fine, Executive Vice President and Secretary. |
PAY VERSUS PERFORMANCE
| (4) For each year, reflects the average of the amounts of “compensation actually paid” to the other named executive officers as a group (excluding J. Allen Fine), as computed in accordance with Item 402(v) of Regulation S-K. The names of each of the other named executive officers included for purposes of calculating the average amount for each year are: James A. Fine, Jr., President, Chief Financial Officer and Treasurer, and W. Morris Fine, Executive Vice President and Secretary. No equity awards have been granted to James A. Fine, Jr. or W. Morris Fine during the years covered by the table above, nor did they hold any outstanding equity awards during such years, and the Company does not provide for any defined benefit and actuarial pension plans. As a result, no adjustments were made to total compensation as reported in the Summary Compensation Table. |
PAY VERSUS PERFORMANCE
| (5) Cumulative “Total Shareholder Return” (“Company TSR”) is calculated by dividing the sum of (i) the difference between the share price of Common Stock at the end and the beginning of the measurement period and (ii) the cumulative amount of dividends paid on shares of Common Stock for the measurement period, assuming dividend reinvestment, by the share price of Common Stock at the beginning of the measurement period. Each amount assumes that $100 was invested in Common Stock on December 31, 2020, and that dividends were reinvested for additional shares. |
PAY VERSUS PERFORMANCE
| (6) “Peer Group Total Shareholder Return” (“Peer Group TSR”) represents the cumulative total stockholder return during each measurement period for Fidelity National Financial, Inc. (FNF), Stewart Information Services Corporation (STC), and First American Financial Corporation (FAF), the peer group used by the Company for purposes of Item 201(e) of Regulation S-K. Each amount assumes that $100 was invested on December 31, 2020, and that dividends were reinvested for additional shares. |
PAY VERSUS PERFORMANCE
| (7) Reflects the dollar amount of net income reported in the Company’s audited financial statements for the applicable year. |
PAY VERSUS PERFORMANCE
| (8) Non-GAAP operating margin represents GAAP operating margin adjusted for changes in the estimated fair value of equity security investments. |
PAY VERSUS PERFORMANCE
The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and non-PEO NEOs for 2025 to Company performance. The measures in this table are not ranked.
PAY VERSUS PERFORMANCE
| Non-GAAP Net Income | | Non-GAAP Operating Income | | Non-GAAP Profit Margin |
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table. The following graph compares the “compensation actually paid” to the Chief Executive Officer and the average “compensation actually paid” to our other named executive officers to the Company TSR and Peer Group TSR for each fiscal year presented. The Compensation Committee does not consider Company TSR as a general matter when designing the Company’s executive compensation program. As described in more detail under “Executive Compensation – Narrative Discussion of Executive Compensation” above, the Compensation Committee does review stock performance when making compensation decisions but focuses on building long term shareholder value while at the same time acknowledging the cyclical nature of the Company’s business. The following graph compares the “compensation actually paid” to the Chief Executive Officer and the average “compensation actually paid” to our other named executive officers to our net income as reported in our audited financial statements for each fiscal year presented. The Company does not use net income alone as a performance measure in the overall executive compensation program. However, the Compensation Committee considers net income among other metrics when determining annual salary adjustments and discretionary incentive bonuses. The following graph compares the “compensation actually paid” to the Chief Executive Officer and the average “compensation actually paid” to our other named executive officers to our non-GAAP operating margin for each fiscal year presented. The Company does not use non-GAAP operating margin alone as a performance measure in the overall executive compensation program. However, the Compensation Committee considers non-GAAP operating margin among other metrics when determining annual salary adjustments and discretionary incentive bonuses.