DEF 14A of Stewart Information Services Corp, Mar 26, 2024

DEF 14A of Stewart Information Services Corp

Filed Mar 26, 2024 · FY20230001174947-24-000428

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS At our 2024 Annual Meeting, our stockholders will elect ten directors, constituting the entire Board of Directors. The Chairman of the Board is elected by the Board of Directors following the annual meeting of stockholders.

  2. Director Nominees

    Director Nominees The following persons have been nominated by the Board of Directors for election as directors by our stockholders. The persons named in your proxy intend to vote the proxy for the election of each of these nominees, unless you specify otherwise. Although we do not believe that any of these nominees will become unavailable, if one or more should become unavailable before the 2024 Annual Meeting, your proxy will be voted for another nominee, or other nominees, selected by our Board of Directors.

  3. Director Nominees

    | Nominee | Age | Position | Since | | Thomas G. Apel | 63 | Director and Chairman of the Board | 2009 | | C. Allen Bradley, Jr. | 72 | Director | 2016 | | Robert L. Clarke(1) | 81 | Director | 2004 | | William S. Corey, Jr. | 64 | Director | 2020 | | Frederick H. Eppinger, Jr. | 65 | Director and Chief Executive Officer | 2016 | | Deborah J. Matz | 73 | Director | 2020 | | Matthew W. Morris | 52 | Director | 2016 | | Karen R. Pallotta | 60 | Director | 2019 | | Manolo Sánchez | 58 | Director | 2019 | | Helen Vaid | 52 | Director | 2023 |

  4. Director Nominees

    (1) Under our Guidelines on Corporate Governance, directors are generally expected to retire at age 80. The Board may waive this age limitation in special circumstances. After careful consideration as to the mix of skills, experience and other characteristics that is desired by the Board to ensure optimal performance, the Board, in consultation with the Nominating and Corporate Governance Committee, has decided that it is in the best interest of the Company to waive Mr. Clarke’s mandatory retirement at age 80 so that he may stand for reelection this year. Mr. Clarke’s extensive experience in legal, regulatory, and corporate governance matters, as well as his in-depth knowledge of banking and finance were considered in making this decision. Mr. Clarke recused himself from all Board discussions of the waiver and abstained from the vote. All director nominees were elected as a director at our 2023 annual meeting of stockholders, with the exception of Ms. Vaid, who was appointed to the Board effective August 1, 2023.

  5. Director Nominees

    | Thomas G. Apel Director Since: 2009 Age: 63 Committees: Compensation | Mr. Apel is Chairman of the Board. He has an extensive background in technology, mortgage lending, and related real estate lending operations. | | | Experience: | | | • Chairman of the Board of Stewart Information Services Corporation since 2014 • Chief Executive Officer of Adfitech, Inc. (mortgage services), 2018 to 2023 and Chairman, 2006 to 2009 • Research Affiliate with Massachusetts Institute of Technology (focusing on business model taxonomy, corporate board effectiveness, and IT portfolio strategies), 2003 to 2019 • President of Intrepid Ideas Inc. (product development, technology evaluation, and business strategy-consulting for financial services and real estate finance companies), 2006 to present • President and Chief Executive Officer of Centex Title and Ancillary Services, 2002 to 2005 • Director, CompSource Mutual Insurance Company, 2022 to present • Director, Parlance Corporation, 2006 to present | | | Other Public Company Directorships: None | | | Qualifications: Mr. Apel has significant knowledge and experience in the mortgage, title, insurance and technology industries, as well as in corporate management, strategy, finance and start-up businesses. His familiarity with mortgage and other real estate lending provides a valuable perspective on one of the Company’s essential customer segments. |

  6. Director Nominees

    | C. Allen Bradley, Jr. Director Since: 2016 Age: 72 Committees: Nominating and Corporate Governance (Chair) | Experience: | | | • Executive Chairman of Amerisafe, Inc., 2005 to 2016; Chief Executive Officer 2003 to 2015; President 2002 to 2008; and Vice President and General Counsel 1996 to 2000 • Director, National Council on Compensation Insurance, 2012 to 2016 • Executive Vice President — Operations of Mor-Tem Systems, Inc. (an independent insurance agency and claims management firm), 1994 to 1996 • State Representative, Louisiana House of Representatives, 1984 to 1992 | | | Other Public Company Directorships: • Tiberius Acquisition Corporation (NASDAQ: TIBR), 2018 to 2020 • Acacia Research Corporation (NASDAQ: ACTG), 2018 to 2019 • Amerisafe, Inc. (NASDAQ: AMSF), 2003 to 2016 | | | Qualifications: Mr. Bradley is an attorney with extensive financial, legal, and operational expertise, having served for over 26 years in corporate leadership positions. Given his comprehensive knowledge of the insurance industry and appreciation of the title industry, his contributions and insights bring substantial value to the Company. |

  7. Director Nominees

    | Robert L. Clarke Director Since: 2004 Age: 81 Committees: Audit (Chair) | Experience: | | | • Partner, Bracewell, LLP, 1969 to 1985 and 1992 to 2017, where he founded the firm’s national and international financial services practice • U.S. Comptroller of the Currency under Presidents Ronald Reagan and George H.W. Bush, 1985 to 1992 • Consultant to the World Bank, 1995 to 1997 • Senior Advisor to the President of the National Bank of Poland, 1992 to 2000 • Director of the Dubai Financial Services Authority, 2004 to 2015; Consultant 2015 to 2021 • Director, Mutual of Omaha Bank, 2016 to 2019 • Director, Mutual of Omaha Insurance Company, 2008 to 2016 • Rice University, Trustee, Audit Committee 2006 to 2022, Academic Affairs Committee 2006 to 2011 and 2022 to present, and Public Affairs Committee 2006 to 2022 • Trustee, Financial Services Volunteer Corps, Audit Committee (Chairman), 2008 to present • Trustee, Southwestern Graduate School of Banking, 1995 to present • Trustee Emeritus, Rice University, 2010 to present | | | Other Public Company Directorships: • Eagle Materials, Inc. (NYSE: EXP), 2006 to 2016 | | | Qualifications: Mr. Clarke is a veteran attorney and banking professional experienced in legal, regulatory, and corporate governance matters. He has extensive experience in bank ownership and operations, and expert knowledge of banking laws, regulations, and supervision, both in the U.S. and internationally. His tenure in the U.S. government, along with his in-depth knowledge of banking and finance, as well as his prior board service, provide valued expertise to the Company. |

  8. Director Nominees

    | William S. Corey, Jr. Director Since: 2020 Age: 64 Committees: • Audit • Compensation | Experience: | | | • Audit, Senior Relationship and National Pursuit Team Partner, and Office Managing Partner, PricewaterhouseCoopers LLP, 2002 to 2020 • Board of Advisors, StepStone VC Diversity, L.P. (venture capital fund), 2021 to present • LP Advisory Committee, Squadra Ventures (venture capital fund), 2020 to present • Board of Advisors, StepStone VC Global Partners, L.P. (venture capital fund), 2020 to present • Board of Advisors, James Madison University College of Business, 2013 to present • Member, Finance Committee, Atlantic General Hospital, Berlin, MD, 2023 to present • Director, Fundbox, Ltd. (provides working capital loans for small businesses), 2021 to present • Director, Port Discovery Children’s Museum, 2010 to present | | | Other Public Company Directorships: • GSE Systems, Inc. (NASDAQ: GVP), 2020 to present | | | Qualifications: Mr. Corey, a certified public accountant licensed in Maryland, has over 37 years of experience in public accounting with extensive experience in auditing SEC registrants, financial reporting, complex accounting, and internal controls evaluation. For over 37 years, he audited public and large private companies, and advised boards of directors and audit committees on financial reporting, internal controls, internal and external investigations, disaster recovery, regulatory reviews and cyber-attacks. Mr. Corey’s financial insights and his expertise in risk and audit matters bring added depth and strength to the Board. |

  9. Director Nominees

    | Frederick H. Eppinger Director Since: 2016 Age: 65 Committees: None | Mr. Eppinger is an accomplished insurance industry veteran with more than 35 years of experience. As Chief Executive Officer, Mr. Eppinger is focused on creating opportunities that inspire growth and build off the Company’s financial strength. As Chief Executive Officer of Hanover Insurance, Mr. Eppinger led the company’s growth from its regional status to a global property/casualty carrier. | | | Experience: • Chief Executive Officer of Stewart Information Services Corporation, 2019 to present • President and Chief Executive Officer of The Hanover Insurance Group, Inc. (insurance and financial services industries), 2003 to 2016 • Executive Vice President of Property and Casualty Field and Service Operations at The Hartford Financial Service Group (investment and insurance company), 2001 to 2003 • Executive Vice President for Channel Point, Inc. (business-to-business technology firm for insurance companies), 2000 to 2001 • Senior Partner at McKinsey & Company, 1985 to 2000 | | | Other Public Company Directorships: • Centene Corporation (NYSE: CNC), 2006 to present • QBE Insurance Group Limited (NASDAQ: QBEIF), January 2019 to December 2019 • Hanover Insurance Group, Inc. (NYSE: THG), 2003 to 2016 | | | Qualifications: Mr. Eppinger’s in-depth experience and understanding of the insurance industry and the Company’s business and operations qualify him to serve as director. |

  10. Director Nominees

    | Deborah J. Matz Director Since: 2020 Age: 73 Committees: • Audit • Nominating and Corporate Governance | Experience: | | | • Advisor, RenoFi, a start-up that has developed a platform which enables financial institutions to make consumer home renovation loans based on the post-renovation value of the homes, 2020 to 2023 • Board of Advisors of elphi, a start-up up company that uses cutting edge technology to streamline the mortgage lending process, 2019 to present • Director, Mutual of Omaha Bank, 2016 to 2019 • Board Chair, National Credit Union Administration (appointed by President Barack Obama), 2009 to 2016 • Voting Member, Financial Stability Oversight Council, 2010 to 2016 • Chair, Federal Financial Institutions Examination Council, 2011 to 2013 • Twelve years on Capitol Hill in various capacities, including Economist, Congressional Joint Economic Committee, 1977 to 1989 | | | Other Public Company Directorships: None | | | Qualifications: Ms. Matz has extensive experience in regulatory oversight and risk management. Her background and expertise bring valuable insight to Board discussions and decisions. |

  11. Director Nominees

    | Matthew W. Morris Director Since: 2016 Age: 52 Committees: None | Experience: | | | • Chief Executive Officer of Stewart Information Services Corporation, 2011 to 2019 and President, 2019 to 2020 • Founder and Chief Executive Officer of Lutroco, LLC (a private firm targeting purpose-driven strategic opportunities), 2022 to present | | | Other Public Company Directorships: • Stabilis Solutions, Inc. (NASDAQ: SLNG), 2021 to present • Cornerstone Strategic Value Fund, Inc. (NYSE American: CLM), 2017 to present • Cornerstone Total Return Fund, Inc. (NYSE American: CRF), 2017 to present | | | Qualifications: As a member of the Company’s founding family, and his time in executive management with the Company, Mr. Morris has intimate knowledge of the Company’s associates, operations, legal and regulatory matters, and history. The Company benefits from his business experience, his highly respected leadership, and his extensive knowledge of the title industry. |

  12. Director Nominees

    | Karen R. Pallotta Director Since: 2019 Age: 60 Committees: • Compensation (Chair) • Nominating and Corporate Governance | Experience: | | | • President, KRP Advisory Services, (business strategy and risk management consulting), 2012 to present • Retired Executive Vice President of the Single-Family Credit Guaranty Division Fannie Mae, leading Fannie Mae’s largest business segment, with direct responsibility for managing the firm’s $2.5 trillion guaranteed mortgages and overseeing all aspects of the acquisition and securitization of $50 billion in mortgages each month, 2009 to 2011 • Served on Fannie Mae’s 8-member executive committee responsible for setting and executing the overall strategic direction of the firm, 2009 to 2011 • Progressive positions of leadership within Fannie Mae, encompassing leadership for product development, negotiated transactions, sales, marketing, risk management, customer technology and credit guaranty pricing, 1990 to 2009 | | | Other Public Company Directorships: • Redwood Trust (NYSE: RWT), 2014 to 2019 | | | Qualifications: Ms. Pallotta has more than 30 years of management experience in financial services, risk management and mortgage banking. The industry knowledge she brings is a tremendous asset to Stewart as the Company focuses on growth strategies going forward. |

  13. Director Nominees

    | Manolo Sánchez Director Since: 2019 Age: 58 Committees: • Audit • Nominating and Corporate Governance | Experience: | | | • Adjunct Professor, Jones Graduate School of Business at Rice University, 2018 to present • Chairman and Chief Executive Officer, BBVA Compass Bank, 2008 to 2017 • Director, American Bankers Association, 2015 to 2017 • Director, Institute of International Bankers, 2015 to 2017 • Director, Greater Houston Partnership, 2015 to 2017 | | | Other Public Company Directorships: • Affirm Holdings, Inc. (NASDAQ: AFRM), 2023 to present • Fannie Mae (NASDAQ: FNMA), 2018 to present • Elevate Credit, Inc. (NYSE: ELVT), 2021 to 2023 • OnDeck Capital, Inc. (NYSE: ONDK), 2018 to 2021 | | | Qualifications: In his 27-year banking career, Mr. Sánchez has held executive roles in risk management, real estate, correspondent, community, corporate and investment banking. He brings to the Stewart board more than 27 years of experience in the banking industry, working in the U.S., Mexico, France, and Spain, having served in executive roles in risk management, real estate, correspondent, community, corporate and investment banking. His global insight, as well as his in-depth knowledge of banking and finance, provide valued expertise to the Company. |

  14. Director Nominees

    | Helen Vaid Director Since: 2023 Age: 52 Committees: • Audit • Compensation | Experience: | | | • Consultant, Mayfair Equity (a private equity firm), 2023 to present • Chief Executive Officer, Foundry Brands (a brand platform that grows omni-digital brands), 2021 to 2023 and Director, 2023 to 2024 • Global Chief Customer Officer, Pizza Hut, a subsidiary of Yum! Brands, 2016 to 2021 • Vice President of Digital Store Operations and Experience, Web & Mobile, Walmart.com, a division of Walmart, Inc., 2015 to 2016 • Vice President of Customer Experience, Web & Mobile, Walmart.com, a division of Walmart, Inc., 2013 to 2015 | | | Other Public Company Directorships: • Abercrombie & Fitch Co. (NYSE: ANF), 2023 to present • Groupon, Inc. (NASDAQ: GRPN), 2020 to 2023 | | | Qualifications: Ms. Vaid is a seasoned executive with extensive experience in growing and scaling businesses that operate in both the digital and physical space. She has a passion for customer-centric product management and technology, as well as emerging media and digital engagement strategies that build brands online and transform the customer experience. The Company benefits from her valuable insight as well as business and leadership experience. |

  15. Director Nominees

    YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE ABOVE TEN NOMINEES FOR DIRECTOR.

  16. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE

  17. Corporate Governance Highlights

    Corporate Governance Highlights We have: • an independent Chairman of the Board, separate from the Chief Executive Officer role; • key board committees (Audit, Compensation and Nominating and Corporate Governance) comprised solely of independent directors; • a declassified board, meaning all of our directors are elected annually; • a majority voting standard for the election of directors in uncontested elections; and • a single class of common stock with equal voting rights, such that one share equals one vote. In addition, we: • conduct annual board and committee evaluations; • prohibit hedging transactions and short sales by executive officers and directors; and • have minimum stock ownership guidelines for our executive officers and directors.

  18. Board of Directors

    Board of Directors We are currently managed by a Board of Directors comprised of ten members, the majority of whom are “independent” within the meaning of the listing standards of the NYSE. Assuming the election of the 2024 director slate set proposed by the Company and described above, these independent directors are: Thomas G. Apel, C. Allen Bradley, Jr., William S. Corey, Jr., Robert L. Clarke, Deborah J. Matz, Karen R. Pallotta, Manolo Sánchez, and Helen Vaid. The Board of Directors has determined that none of these directors has any material relationship with us or our management that would impair the independence of their judgment in carrying out their responsibilities to us. The roles of Chairman of the Board and CEO are separate, and each role is held by a different individual. The Chairman of the Board is elected by the Board of Directors following the annual meeting of stockholders. As discussed below, the Chairman of the Board presides over the regular and any special meetings of our non-management directors. Our non-management directors meet after each regularly scheduled Board meeting. All of our directors shall be elected at the 2024 Annual Meeting and hold office until the next annual election of directors or until his or her successor shall be chosen and shall be qualified, or until his or her death or the effective date of his or her resignation or removal for cause. Currently, the act of the majority of a quorum of the directors shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, the Certificate of Incorporation, or the By-Laws. The Company has a majority voting standard such that votes cast for any director must exceed the votes cast against such director in an uncontested election. The Company also requires a director who fails to receive a majority vote in an uncontested election to tender his or her resignation. Under the Company’s By-Laws, in a contested election (i.e., where the Secretary of the Company determines that the number of nominees exceeds the number of directors to be elected as of the date seven days prior to the scheduled mailing date of the proxy statement for such annual meeting of stockholders), the plurality voting standard would apply and a director nominee receiving a plurality of votes cast will be elected as a director. During 2023, the Board of Directors held seven meetings and executed six consents in lieu of meetings. No director attended less than 75% of the aggregate of all meetings of the Board and the committees (if any) on which the director served. The Board of Directors has adopted the Stewart Code of Business Conduct and Ethics, Guidelines on Corporate Governance, and Code of Ethics for Chief Executive Officer, Principal Financial Officer, and Principal Accounting Officer, each of which is available on our website at stewart.com/corporate-governance and in print to any stockholder who requests it. We intend to disclose any amendment to or waiver under our Code of Ethics for Chief Executive Officer, Principal Financial Officer, and Principal Accounting Officer by posting such information on our website. In 2023, we had no such waivers. Our Guidelines on Corporate Governance and the charters of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee are available on our website at stewart.com/corporate-governance and in print to any stockholder who requests them. Our Guidelines on Corporate Governance strongly encourage attendance in person by our directors at our annual meetings of stockholders. All of our then elected directors attended our 2023 annual meeting of stockholders.

  19. 2023 Pay Decisions

    2023 Pay Decisions Although the Company’s financial results were adversely impacted by the continued weakness in the real estate market including rapidly rising interest rates and their negative impact on loan originations, the Compensation Committee believes the Company’s executive officers and NEOs appropriately balanced cost management activities with demonstrated progress and achievement on key strategic initiatives that better position the Company for long term success. As a result, the Compensation Committee believes that the compensation paid to the Company’s NEOs for 2023 was well aligned with Company performance and consistent with our long-standing track record of demonstrating a strong pay-for-performance philosophy. Decisions made for 2023 included: • Focusing NEO target pay packages on variable compensation (78% for our CEO and 69% for our other NEOs), as described in the “2023 Pay Mix” section; • Widening performance target levels on the financial metrics in our Short-Term Incentive Plan (“STIP”), which resulted in payouts between 75-78% of target; and • Emphasizing performance-based awards (60%) with a continued balance of time-based awards (40%) to promote retention and shareholder alignment in our Long-Term Incentive Plan (“LTIP”), as described in the “Long Term Incentives” section.

  20. Our Executive Compensation Practices

    | What We Do | | What We Do Not Do | | | ✓ | Performance-based, “at risk” short-term and long-term compensation | × | No liberal share recycling under our long-term incentive plan | | ✓ | Heavy emphasis on variable pay | × | No excise tax gross-ups on a change in control | | ✓ | Equity ownership guidelines | × | No repricing of underwater stock options | | ✓ | Double-trigger vesting of cash severance payments and equity on a change in control | × | No hedging transactions or short sales by executive officers or directors permitted | | ✓ | Independent compensation consultant | × | No significant perquisites | | ✓ | Regular review of share utilization | | | | ✓ | Claw back policy to recover wrongfully earned performance-based compensation associated with material financial misstatement | | |

  21. Implementing the Philosophy in 2023

    Implementing the Philosophy in 2023 We believe one of the most important and primary objectives of our executive compensation program is to create a strong and meaningful relationship between the compensation earned by our executive officers and the long-term sustainable success of our Company and shareholders. During 2023, in support of this objective, the Committee determined that the performance goals under the STIP set in the fourth quarter of 2022 did not appropriately reflect the increased risk that the business forecasts used to establish 2023 performance goals could be materially inaccurate as a result of the Company’s inability to reasonably predict the timing, magnitude or direction of Federal Reserve monetary policy decisions and their resulting impact on the housing finance market. In response, the Committee widened the STIP performance ranges by lowering the threshold and increasing the maximum goals for our performance metrics. This resulted in threshold performance targets reflective of the downside risk to real estate activity and more rigorous maximum performance targets to minimize the risk of excessive payouts. The target performance goal for each performance metric was not adjusted and the payout opportunities for each NEO were not modified. The Committee believed this approach would better align with our pay-for-performance philosophy by reducing the risk of inaccurate forecasts contributing to either excessive or overly punitive payouts. See the “2023 Performance Metrics, Goals, Results and Bonus Payouts” section for more information. To provide our NEOs and other executive officers with compensation that is competitive, target pay levels are generally set at the median for the pay comparator group with an opportunity to earn compensation in excess of the median in return for exceeding performance goals and conversely respond in cases where performance goals are not met.

  22. Implementing the Philosophy in 2023

    | Element | Purpose | | Base Salary | Provides competitive fixed compensation and is established after considering external market rates, executive officer performance, company performance, experience, and desired pay mix. | | Annual Short-Term Incentive | Designed to motivate our NEOs and other executive officers to achieve key annual measures of financial performance and to assess qualitative performance on key strategic objectives and demonstrated leadership competencies. Consistent with our philosophy, STIP awards are linked to metrics that our NEOs and other executive officers can directly influence and that we believe correlate strongly to positive shareholder returns. | | Long-Term Incentives | LTI grants further incentivize our NEOs and other executive officers to drive shareholder value and foster a sense of company ownership. Our LTI’s equity-based awards and multi-year vesting schedule align NEO and other executive officer interests with those of our shareholders through the common goal of sustained stock price appreciation. Without positive stock price returns, the realized value of LTI grants will be less than the target value at the time of grant. Alignment is also reinforced through share ownership guidelines. |

  23. Benchmarking and Pay Comparison

    Benchmarking and Pay Comparison When considering our compensation practices and pay levels, the Committee reviews the compensation practices and pay levels of a comparator group of companies to determine market levels. Since there are only four publicly-held title insurance companies, and two of those are substantially larger than the Company, a pay comparator group was established by the Committee that reflects companies of comparable size that share a comparable labor market. The Committee periodically reviews the composition of this group to ensure that the companies in the group are relevant for comparative purposes and that the companies in the group have executive officer positions with similar scope and responsibilities. To identify an appropriate comparison group, the Committee and its independent compensation consultant reviewed data for potential comparators relating to revenue (generally 0.5x to 2.0x our size), market capitalization, and sector within the insurance industry. The Committee also considered business focus (such as title companies, mortgage insurance companies, property/casualty insurance companies, mortgage companies, reinsurance companies, and similar companies within the insurance sector) and the relevance of the company as a comparator based on a ‘‘comparator of comparators’’ assessment, which includes comparator companies of the other publicly-held title companies. For 2023, the Committee considered the Company’s size relative to the companies in last year’s comparator group and approved changes designed to maintain companies of comparable size. American Equity Investment Life Holding Company, CNO Financial Group, and Hilltop Holdings were removed considering business focus, and Employers Holdings, Enstar Group, James River Group Holdings, Safety Insurance Group, and United Fire Group were all removed considering their relatively smaller revenue size. American National Insurance Company was acquired in May 2022 and is no longer publicly traded. Cincinnati Financial Corporation, Rocket Companies, Erie Indemnity Company, Mr. Cooper Group, UWM Holdings Corporation, and PennyMac Financial Services were all added. Pay Comparator Group:

  24. Benchmarking and Pay Comparison

    | Argo Group International Holdings, Ltd. | PennyMac Financial Services, Inc. | | Cincinnati Financial Corporation | ProAssurance Corporation | | Erie Indemnity Company | Radian Group Inc. | | First American Financial Corporation | RLI Corp. | | Horace Mann Educators Corporation | Rocket Companies, Inc. | | Mercury General Corporation | Selective Insurance Group, Inc. | | MGIC Investment Corporation | The Hanover Insurance Group, Inc. | | Mr. Cooper Group Inc. | UWM Holdings Corporation | | Old Republic International Corporation | |

  25. Short-Term Incentives

    Short-Term Incentives

  26. Short-Term Incentive Plan for 2023

    Short-Term Incentive Plan for 2023 The Committee believes short-term incentive compensation is a necessary component in providing a competitive pay opportunity. Further, we believe our short-term incentive approach should align to the Company’s overall objectives and contribute to creating shareholder value. We believe this is achieved by emphasizing financial metrics that our executive officers can directly influence and that strongly correlate to our stock performance and giving the Committee the ability to consider leadership competencies and individual contributions and achievements on key non-financial company objectives.

  27. Setting Target Award Opportunities

    Setting Target Award Opportunities The Committee established a short-term incentive target award amount for each NEO as a percentage of base salary. This target is used at the end of the year as the base point for determining any actual award earned. The Committee sets the target award opportunities based on each NEO’s level of responsibility and ability to impact our business results, as well as relative to benchmark pay data, as outlined on page 24. The 2023 short-term incentive target award opportunities, which were the same as in 2022, were as follows:

  28. Setting Target Award Opportunities

    | NEO | Base Salary | Short-Term Incentive Target (as a % of Base Salary) | Short-Term Incentive Target ($) | | Frederick H. Eppinger | $953,000 | 125% | $1,191,250 | | David C. Hisey | $513,500 | 100% | $513,500 | | Steven M. Lessack | $674,267 | 100% | $674,267 | | Tara S. Smith | $359,900 | 100% | $359,900 | | Elizabeth K. Giddens | $350,000 | 100% | $350,000 |

  29. 2023 Performance Metrics, Goals, Results and Bonus Payouts under the STIP

    2023 Performance Metrics, Goals, Results and Bonus Payouts under the STIP Consistent with the previous year, the Committee chose to maintain Net Revenue and Pre-Tax Margin as the financial metrics and maintain an Individual Qualitative metric in our 2023 STIP. The Committee believes Pre-Tax Margin and Net Revenue, as defined below, align our NEOs’ interests with the financial objectives of the Company and are two of the most important metrics used by shareholders to evaluate the financial performance of our business. The Individual Qualitative metric was maintained because we believe it further aligns our STIP to our compensation philosophy of incentivizing our executives to achieve financial and strategic goals in a way that creates and sustains long-term value. A heavier weighting on Pre-Tax Margin was maintained because we believe it provides the best measure of our progress towards improving our operating performance and executing on strategic priorities that will drive sustainable, long-term success. Additionally, we believe this heavier weighting better aligns our STIP with our shareholders because of the strong correlation of Pre-Tax Margin with stock price returns. For Mr. Eppinger, Mr. Hisey, and Ms. Giddens, short-term incentive bonus payouts are based on the achievement of corporate goals. For Mr. Lessack and Ms. Smith, the short-term incentive bonus payout is a mix of corporate-level and business-specific goals tied to the business units they lead, as set forth in the tables below. Mr. Lessack was given a heavier weighting on his business-specific goals to reflect the significant influence his business unit’s performance has on the Company’s overall results. Ms. Smith was given a heavier weighting on her Business Unit Net Operating Revenue as compared to Business Unit Contribution Margin to align with the financials goals for Agency Services. For each financial goal, the achievement of threshold performance results in a payout multiple of 50% of target, and the achievement of maximum performance results in a payout multiple of 200% of target. Performance below threshold levels results in no payout for that incentive component, and performance between threshold and maximum levels results in an interpolated payout between 50% and 200%. Our performance target goals are set in alignment with our annual financial plan, which is developed in the fourth quarter of the preceding year and reviewed and approved by the Company’s Board of Directors no later than early in the first quarter. The development of our annual financial plan is a rigorous process that considers many factors including, but not limited to, prior year performance, industry data, key economic data and forecasts, Company strategic objectives, and long-term financial goals. The resulting target performance goals reflect performance that we feel balance reasonable attainment in the anticipated market environment and objective progress towards our longer-term financial goals that will benefit our shareholders. Target performance goals may be set above or below prior year actual results depending upon whether industry and financial forecasts expect a more favorable or challenging market environment compared to the previous year. Threshold and maximum performance target levels are then adjusted from target performance goals. The target performance goals approved in the fourth quarter of 2022 for Pre-Tax Margin and Net Revenue were 5.15% – 5.65% and $1,632M, respectively. These targets were set below the prior year’s results and reflected the expectation that the housing market softening that started in the second half of 2022 would continue into 2023. Forecasts by Fannie Mae and the MBA expected total mortgage originations to decline 22% from 2022 and existing and new home sales to be lower by 17% and 9%, respectively. Additionally, the average 30-year mortgage interest rate was expected to be 5.8% for the full year compared to 5.3% for 2022. Although we follow a rigorous process to develop our annual plan and use forecasts from sources such as Fannie Mae and the Mortgage Bankers Association, forecasting future rates and real estate activity can be difficult and unpredictable and result in market forecast assumptions that prove to be inaccurate. Since the title insurance business is highly sensitive to changes in the level of activity and sales prices in the real estate market, driven primarily by mortgage interest rates, sharp and unexpected changes in rates can significantly impact our revenues and margin. As a result, setting threshold and maximum performance goals is a difficult exercise. The Committee strives to set performance levels that create a range of achievement from threshold to maximum that reflects the risks and uncertainty of the anticipated business environment and align with payout opportunities that together, lead to strong pay-for-performance outcomes. During 2023, following the release of the Federal Reserve meeting minutes in Q1 that significantly changed the expected direction of interest rates for the year, the Committee determined that the performance levels originally established in the fourth quarter of the preceding year were too narrow and did not create a range of achievement that accurately reflected the increased forecast risks associated with the uncertainty of interest rates. Additionally, the Committee considered the historical performance and payouts under the STIP and determined the use of narrower performance ranges contributed to significant volatility in the yearly payouts. As a result, the Committee decided to modify the original narrower ranges and adopt wider performance ranges to more appropriately reflect increased forecast risks and strengthen the alignment between payouts and performance achieved relative to actual market conditions. The Committee believed this approach would better align with our pay-for-performance philosophy by reducing the risk of inaccurate forecasts contributing to either excessive or overly punitive payouts. In revising the threshold and maximum performance target goals for 2023, the Committee considered the increased uncertainty and volatility around interest rates and responded by setting wider performance ranges on both financial metrics compared to previous years. The target performance goal for each performance metric was not modified. For Pre-Tax Margin, the threshold performance goal was set 350 basis points below the low end of the target range and the maximum performance goal was set 350 basis points above the high end of the target range. This created a performance achievement range of 1.65% to 9.15%. For Net Revenue, the threshold and maximum performance goals were set 20% below and above the target performance goal, respectively, to create a performance achievement range of $1,306M to $1,958M. The Committee believed wider performance ranges would: • More effectively motivate and reward management to balance navigating a highly uncertain real estate market with creating long-term value. • More closely align with our pay-for-performance philosophy by reducing the impact of sharp and unexpected changes to the real estate market relative to the assumptions used to set performance target levels. • Create more rigor in achieving a maximum payout while reducing the risk of a demotivating outcome. For 2024, in recognition of the continuing uncertainty of future rates and increased risk of forecasts being materially inaccurate as a result, the Committee intends to maintain the use of wider performance ranges. The following tables provide a breakdown of targeted award opportunities, metrics used to determine short-term incentive payout, performance levels, performance results, and the actual short-term incentive payout as a percent of the target amount indicated in the table above for each NEO. Performance range numbers are rounded.

  30. 2023 Performance Metrics, Goals, Results and Bonus Payouts under the STIP

    | Financial Goal | Description | | Pre-Tax Margin | Pre-Tax Margin is on an adjusted basis and calculated by dividing modified pre-tax profits by modified gross revenues. Modifications remove the effect of investment and other gains (losses), as well as the effects of non-recurring, unusual and/or extraordinary items as determined by the Committee. | | Net Revenue | Net Revenue is on an adjusted basis and calculated by subtracting “Amounts retained by independent agencies” from modified gross revenue. Modifications remove the effect of investment and other gains (losses), as well as the effects of non-recurring, unusual and/or extraordinary items as determined by the Committee. |

  31. Corporate Performance Goals — Mr. Eppinger, Mr. Hisey, and Ms. Giddens

    Corporate Performance Goals — Mr. Eppinger, Mr. Hisey, and Ms. Giddens

  32. Corporate Performance Goals — Mr. Eppinger, Mr. Hisey, and Ms. Giddens

    | Goal Weight | Goal | Performance Range | | | 2023 Result | Actual Payout as a % of Target | | | | Minimum | Target | Maximum | | | | 60% | Corporate Pre-Tax Margin | 1.65% | 5.15% – 5.65% | 9.15% | 3.2% | 72.1% | | 20% | Corporate Net Revenue | $1,306M | $1,632M | $1,958M | $1,444M | 71.2% |

  33. Corporate and Business Unit Performance Goals — Mr. Lessack

    Corporate and Business Unit Performance Goals — Mr. Lessack

  34. Corporate and Business Unit Performance Goals — Mr. Lessack

    | Goal Weight | Goal | Performance Range | | | 2023 Result | Actual Payout as a % of Target | | | | Minimum | Target | Maximum | | | | 16% | Corporate Pre-Tax Margin | 1.65% | 5.15% – 5.65% | 9.15% | 3.2% | 72.1% | | 4% | Corporate Net Revenue | $1,306M | $1,632M | $1,958M | $1,444M | 71.2% | | 48% | Contribution Margin (BU)(1) | 19.7% | 26.2% | 32.7% | 22.2% | 69.2% | | 12% | Net Operating Revenue (BU)(1) | $788.8M | $1,051.7M | $1,314.7M | $879.2M | 67.2% |

  35. Corporate and Business Unit Performance Goals — Mr. Lessack

    (1) The Business Unit (“BU”) for Mr. Lessack includes Direct Operations, Commercial Services, Asset Preservation Inc., Relocation Services, Stewart Insurance & Risk Management, and International Operations. Contribution Margin and Net Operating Revenue are calculated based on aggregate results and on an adjusted basis following the same description for Pre-Tax Margin and Net Revenue, respectively.

  36. Corporate and Business Unit Performance Goals — Ms. Smith

    Corporate and Business Unit Performance Goals — Ms. Smith

  37. Corporate and Business Unit Performance Goals — Ms. Smith

    | Goal Weight | Goal | Performance Range | | | 2023 Result | Actual Payout as a % of Target | | | | Minimum | Target | Maximum | | | | 32% | Corporate Pre-Tax Margin | 1.65% | 5.15% – 5.65% | 9.15% | 3.2% | 72.1% | | 8% | Corporate Net Revenue | $1,306M | $1,632M | $1,958M | $1,444M | 71.2% | | 8% | Contribution Margin (BU)(1) | 32.1% | 45.8% | 59.5% | 36.1% | 64.7% | | 32% | Net Operating Revenue (BU)(1) | $158.3M | $243.5M | $328.8M | $187.2M | 67.0% |

  38. Corporate and Business Unit Performance Goals — Ms. Smith

    (1) The Business Unit (“BU”) for Ms. Smith is Agency Services. Contribution Margin and Net Operating Revenue are calculated based on aggregate results and on an adjusted basis following the same description for Pre-Tax Margin and Net Revenue, respectively. The following table shows the calculation of each NEO’s actual 2023 short-term incentive bonus based on the target opportunity and total payout multiple from the results shown in the tables above. The Committee approved the payout of the individual qualitative metric at target for each NEO in recognition of their individual achievements and demonstrated leadership competencies. The Committee also considered the performance of the Company and believed that the executive officers and NEOs appropriately balanced short-term disciplined cost management activities with long-term investments that will benefit the Company and shareholders in the long term in a difficult operating environment.

  39. Corporate and Business Unit Performance Goals — Ms. Smith

    | NEO | Short-Term Incentive Target | Financial Metrics Payout (80% Weight) | Individual Qualitative Metric Payout (20% Weight) | Total Payout Multiple(1) | 2023 Short-Term Incentive Payout | | Frederick H. Eppinger | $1,191,250 | 71.9% | 100.0% | 77.5% | $923,527 | | David C. Hisey | $513,500 | 71.9% | 100.0% | 77.5% | $398,096 | | Steven M. Lessack | $674,267 | 69.6% | 100.0% | 75.7% | $510,896 | | Tara S. Smith | $359,900 | 69.2% | 100.0% | 75.4% | $271,358 | | Elizabeth K. Giddens | $350,000 | 71.9% | 100.0% | 77.5% | $271,341 |

  40. Corporate and Business Unit Performance Goals — Ms. Smith

    (1) Reflects the aggregate payout multiple from the results shown in the tables above.

  41. Long-Term Incentives

    Long-Term Incentives

  42. Long-Term Incentive (LTI) Plan for 2023

    Long-Term Incentive (LTI) Plan for 2023 We believe that long-term incentives are critical to helping the Company achieve alignment of shareholder and executive officer interests by rewarding NEOs for the creation of sustained shareholder value and providing us with a means to attract, retain, and motivate the high-caliber executive officers needed to achieve our desired performance goals. For 2023, performance-based and time-based restricted stock units represented 60% and 40%, respectively, of the total value of the award based on the grant date fair value. This mix is intended to balance the achievement of performance goals with the importance of retaining key executive officers critical to executing our long-term strategy and delivering strong returns to our shareholders, and also recognizes market practices.

  43. 2023 Long-Term Awards (Number of Shares Underlying Awards)

    2023 Long-Term Awards (Number of Shares Underlying Awards) The Committee believes that LTI awards with multi-year vesting schedules encourage retention of key leaders and contribute to a culture of ownership. Additionally, to realize any upside from the target grant value, we need to continue to execute on key long-term strategic objectives and deliver results that drive long-term growth in our stock, which closely aligns to the interests of our shareholders and is a key objective of our executive compensation program.

  44. 2023 Long-Term Awards (Number of Shares Underlying Awards)

    | NEO | Time-Based Restricted Stock Units | Performance Based Restricted Stock Units | | Frederick H. Eppinger | 20,975 | 31,463 | | David C. Hisey | 10,046 | 15,069 | | Steven M. Lessack | 6,595 | 9,893 | | Tara S. Smith | 3,520 | 5,280 | | Elizabeth K. Giddens | 3,423 | 5,135 |

  45. Time-Based Restricted Stock Units

    Time-Based Restricted Stock Units Time-based equity awards are granted in the form of restricted stock units. These are intended to encourage the retention of our NEOs and align their interests with those of shareholders by providing a continuing incentive to increase shareholder value. The realized value of the award depends on the Company’s share price at the time awarded units vest. The time-based restricted stock units vest in equal annual installments over three years from the grant date of the award.

  46. Performance Based Restricted Stock Units

    Performance Based Restricted Stock Units Performance-based equity awards are granted in the form of restricted stock units and are subject to both performance and time restrictions and are either earned at 100% of the target grant or forfeited. For the performance restriction to be met, the Company must achieve a certain target percentage of Pre-Tax Margin (as defined previously) in three out of seven quarters beginning with Q2 2023 and ending with Q4 2024. If the performance restriction is not met, then the full award will be forfeited. The Committee felt achievement of the target in three out of seven quarters provided the best balance of incentivizing sustainable long-term performance with the risk and challenges of predicting future performance in the real estate market which can be highly volatile largely due to interest rate changes. The time restriction is considered met on the third anniversary of the grant date. The Committee considered many different metrics but decided to maintain Pre-Tax Margin because it provides a strong measure of management’s operational performance and has a strong correlation to shareholder returns. Additionally, a key part of our long-term strategy is to build a stable and resilient company that can sustain the ups and downs of a full real estate cycle. The Committee believes Pre-Tax Margin aligns well to measuring management’s execution on our long-term strategy, which can have a significant impact on long-term shareholder returns. Although Pre-Tax Margin is also used in our STIP, the Committee believes that along with the approach used to set the targets in each plan as well as the design of each plan, it provides the best and most direct way to retain and reward our NEOs for their performance and align their compensation with the interests of our shareholders. In setting the Pre-Tax Margin target for 2023, the Committee considered many factors including historical Pre-Tax Margin performance, key economic and real estate market forecasts, and progress made on our long-term strategy. These factors were weighed against the objectives of our LTI program and the Committee decided to set the target for the 2023 grant at 5.0%. We believed this target provided a balance between setting an attainable and sustainable level of operational performance and the difficulty and uncertainty of predicting future performance. Additionally, we believed it was appropriate to set the target below the prior year’s target because of the softening of the real estate market largely due to rising interest rates. The Committee believes the design of our performance-based restricted stock units promote a strong pay and performance alignment. The use of Pre-Tax Margin provides a metric that strongly contributes to total shareholder returns and is a metric that management can directly influence. It is measured over a period that can be reasonably forecast and balances attainability with a sustainable level of operational performance. Additionally, the award can only be earned at a maximum 100% of the target grant if the performance restriction is met. This means that for executive officers to realize any upside over the three-year vesting period, shareholder returns must be positive.

  47. The Role of Management

    The Role of Management Members of management assist the Committee by providing individual and aggregate pay recommendations that management believes recognize individual contributions and provide market-competitive compensation for executive officers that is consistent with the Company’s compensation philosophy. As part of this process, management engages with the Committee regarding the information provided on market trends, potential compensation plan designs, and industry trends, before making recommendations to the Committee. In support of 2023 compensation plans, management: • Recommended base salaries and short-term and long-term incentive target levels for executive officers other than the CEO; and • Proposed incentive metrics, targeted performance levels including threshold and maximum performance levels, and plan components for the short-term and long-term incentive plans. At the end of the 2023 performance year, management reviewed metric-based performance relative to goals in 2023 for each executive officer, and the CEO presented recommendations regarding short-term and long-term incentive award payouts for each of the executive officers aside from himself. The Committee reviews and discusses management’s recommendations in executive session in conjunction with its independent compensation consultant, when making compensation decisions or recommendations to the full Board.

  48. The Role of the Compensation Consultant

    The Role of the Compensation Consultant For the 2023 plan year, the Committee engaged Mercer (US) LLC (“Mercer”) to assist in providing a comprehensive assessment of its executive officer compensation programs. The Committee’s independent compensation consultant provides various executive officer compensation services to the Committee. Generally, these services include advising the Committee on the principles of our executive officer compensation program and providing market information and analysis regarding the competitiveness of our program design and award values in relation to performance. In addition, the consultants attended meetings of the Committee, as requested by the Committee Chair. The NYSE has adopted guidelines for compensation committees to consider when evaluating Compensation Committee advisor independence. The Committee reviewed these guidelines and determined that Mercer is an independent consultant under these guidelines. Mercer performed no services for the Company other than services for the Committee regarding executive officer and non-employee director compensation. Management communicated with the consultants and provided data to them regarding executive officers but did not direct the consultants’ activities, which were directed by the Committee. The Committee maintains sole authority to select, retain, terminate, and approve fees and other retention terms of the relationship with the compensation consultant.

  49. Equity Award Policies

    Equity Award Policies The Committee has a policy against making equity grants to our executive officers until any material non-public information has been disclosed to the public.

  50. Option Agreement Amendment

    Option Agreement Amendment As previously disclosed, on March 8, 2023, the Compensation Committee adopted an amendment (the “Option Amendment”) to the outstanding stock option award agreements, other than any such agreements with Mr. Eppinger. The Option Amendment provides that, if the option holder’s employment with the Company is terminated in connection with a Qualifying Retirement (as defined below), the exercise period for such option shall be extended to the lesser of five years from the date of such Qualifying Retirement and the remaining term of the option. The Compensation Committee adopted the Option Amendment in order to harmonize the terms of its stock option award agreements with the terms of its restricted stock unit award agreements — which was an issue initially highlighted for the Compensation Committee in connection with the retirement of a former executive officer at the end of 2022. Additionally, the Compensation Committee determined that it was appropriate to extend the exercise period so that retirement eligible employees would not defer retirement when stock options may be underwater due to factors primarily related to the current macroeconomic environment. A Qualifying Retirement means (a) such employee’s employment is terminated by reason of (i) voluntary resignation by the employee at or after age sixty (60) with at least five (5) years of continuous employment with the Company or a subsidiary of the Company or (ii) voluntary resignation by the employee at or after age sixty-five (65), and (b) such employee executes, delivers, and ‎does not revoke, a full release of claims against the Company on or after ‎the date the employee ceases to be employed by the Company in the form provided by the Company.

  51. Summary Compensation Table

    Summary Compensation Table

  52. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Stock Awards(1) | Option Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | SEC Total | | Frederick H. Eppinger Chief Executive Officer | 2023 | $953,000 | $2,144,190 | | $923,527 | $142,210 | $4,162,926 | | | 2022 | $953,000 | $2,144,198 | | $671,432 | $171,683 | $3,940,313 | | | 2021 | $879,750 | $1,583,464 | $406,440 | $2,199,375 | $78,626 | $5,147,655 | | David C. Hisey Chief Financial Officer and Treasurer | 2023 | $513,500 | $1,026,952 | | $398,096 | $48,826 | $1,987,374 | | | 2022 | $513,500 | $1,396,900 | | $289,427 | $103,980 | $2,303,807 | | | 2021 | $493,750 | $789,975 | $202,763 | $987,500 | $128,578 | $2,602,566 | | Steven M. Lessack Group President | 2023 | $674,267 | $674,194 | | $510,896 | $52,144 | $1,911,501 | | | 2022 | $674,267 | $674,139 | | $374,045 | $62,360 | $1,784,811 | | | 2021 | $565,000 | $701,863 | $116,008 | $1,130,000 | $89,170 | $2,602,041 | | Tara S. Smith Group President | 2023 | $359,900 | $359,832 | | $271,358 | $38,935 | $1,030,025 | | | 2022 | $359,900 | $359,867 | | $224,193 | $38,111 | $982,071 | | | 2021 | $305,000 | $243,946 | $62,619 | $610,000 | $29,922 | $1,251,487 | | Elizabeth K. Giddens Chief Legal Officer and Corporate Secretary | 2023 | $350,000 | $349,937 | | $271,341 | $23,305 | $994,583 |

  53. Summary Compensation Table

    (1) Represents grant date fair value of stock awards granted in the designated year calculated in accordance with FASB ASC Topic 718. For additional information regarding such computations and any related assumptions, see Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. More information on fiscal 2023 Stock Awards is set forth in ‘‘Compensation Discussion and Analysis — Elements of 2023 NEO Compensation — Long-term Incentives’’ and in ‘‘Grants of Plan-Based Awards’’ below. (2) Represents grant date fair value of stock options granted to each NEO in the designated year completed in accordance with FASB ASC Topic 718. (3) Represents cash incentive awards paid to the NEOs. More information on fiscal 2023 Non-Equity Incentive Plan Compensation is set forth in “Compensation Discussion and Analysis — Elements of 2023 Named Executive Officer Compensation,” and “Compensation Discussion and Analysis — 2023 Performance Metrics, Goals, Results, and Bonus Payouts.” (4) See the following table captioned “All Other Compensation.”

  54. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information concerning individual grants of plan-based equity and non-equity awards for the year ended December 31, 2023.

  55. Grants of Plan-Based Awards

    | Name | 2023 Grant Date | Short-Term Incentive Plan Awards | | | Performance Based Long-Term Incentive Plan Awards | Time Based Long-Term Incentive Plan Awards | Stock Options | Grant Date Fair Value of LTI Awards | | | | Threshold | Target | Maximum | | | | | | Frederick H. Eppinger | Jan 1(1) | $595,625 | $1,191,250 | $2,382,500 | | | | | | | Mar 8(2) | | | | 31,463 | | | $1,286,522 | | | Mar 8(3) | | | | | 20,975 | | $857,668 | | David C. Hisey | Jan 1(1) | $256,750 | $513,500 | $1,027,000 | | | | | | | Mar 8(2) | | | | 15,069 | | | $616,171 | | | Mar 8(3) | | | | | 10,046 | | $410,781 | | Steven M. Lessack | Jan 1(1) | $337,134 | $674,267 | $1,348,534 | | | | | | | Mar 8(2) | | | | 9,893 | | | $404,525 | | | Mar 8(3) | | | | | 6,595 | | $269,670 | | Tara S. Smith | Jan 1(1) | $179,950 | $359,900 | $719,800 | | | | | | | Mar 8(2) | | | | 5,280 | | | $215,899 | | | Mar 8(3) | | | | | 3,520 | | $143,933 | | Elizabeth K. Giddens | Jan 1(1) | $175,000 | $350,000 | $700,000 | | | | | | | Mar 8(2) | | | | 5,135 | | | $209,970 | | | Mar 8(3) | | | | | 3,423 | | $139,966 |

  56. Grants of Plan-Based Awards

    (1) Reflects 2023 Short-term Incentive Award. More information on fiscal 2023 Non-Equity Incentive Plan Awards is set forth in “Compensation Discussion and Analysis — 2023 Performance Metrics, Goals, Results, and Bonus Payouts.” (2) Reflects grant of Performance-Based Restricted Stock Units. For the performance restriction to be met, the Company must achieve 5.0% or greater Pre-Tax Margin in three of seven quarters from Q2 2023 through Q4 2024. 100% of the granted units will be forfeited if the performance restriction is not met. The time restriction is considered met on the third anniversary of the grant date. The grant date fair value is the closing price of the stock ($40.89 on March 8, 2023) on the grant date. More information on fiscal 2023 Equity Incentive Plan Awards is set forth in “Compensation Discussion and Analysis — Long-Term Incentive Plan for 2023.” (3) Reflects grant of Time-Based Restricted Stock Units that vest ratably over three years, commencing on the first anniversary of the grant date. The grant date fair value is the closing price of the stock ($40.89 on March 8, 2023) on the grant date. More information on fiscal 2023 Equity Incentive Plan Awards is set forth in “Compensation Discussion and Analysis — Long-Term Incentive Plan for 2023.”

  57. Stock Vested

    Stock Vested The following table includes time-based shares granted in 2020, 2021, and 2022 that vested in the 2023 calendar year.

  58. Stock Vested

    | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Frederick H. Eppinger | 15,805 | $699,705 | | David C. Hisey | 7,783 | $344,826 | | Steven M. Lessack | 3,798 | $162,189 | | Tara S. Smith | 2,378 | $104,267 |

  59. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information concerning the outstanding equity awards held by each of our NEOs for the year ended on December 31, 2023. This table includes time-based restricted stock units granted in 2021, 2022 and 2023 and performance-based units granted in 2021, 2022, and 2023. The time-based restricted stock units vest in three equal annual installments on each of the first three anniversaries of the grant date unless otherwise noted. The closing price on December 31, 2023, the last trading day in 2023, was $58.75.

  60. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name (a) | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($/Sh) | Option Expiration Date | Number of Time-Based Shares or Units That Have Not Vested (#) | Market Value of Time-Based Shares or Units That Have Not Vested ($) | Number of Performance- Based Shares or Units That Have Not Vested (#) | Market Value of Performance- Based Shares or Units That Have Not Vested ($) | | Frederick H. Eppinger | 2/7/2020 | 143,437 | | 39.76 | 2/7/2030 | | | | | | | 3/10/2021 | 21,993 | 21,994 | 53.24 | 3/10/2031 | 4,967 | 291,811 | 9,904(1) | 581,860 | | | 3/9/2022 | | | | | 8,879 | 521,641 | 0(2) | 0 | | | 3/8/2023 | | | | | 20,975 | 1,232,281 | 31,463(3) | 1,848,451 | | David C. Hisey | 2/7/2020 | 71,250 | | 39.76 | 2/7/2030 | | | | | | | 3/10/2021 | 10,972 | 10,972 | 53.24 | 3/10/2031 | 2,477 | 145,524 | 4,942(1) | 290,343 | | | 3/9/2022 | | | | | 9,997(4) | 587,324 | 0(2) | 0 | | | 3/8/2023 | | | | | 10,046 | 590,203 | 15,069(3) | 885,304 | | Steven M. Lessack | 2/7/2020 | 22,125 | | 39.76 | 2/7/2030 | | | | | | | 3/10/2021 | 6,278 | 6,277 | 53.24 | 3/10/2031 | 1,418 | 83,308 | 2,826(1) | 166,028 | | | 3/9/2022 | | | | | 2,791 | 163,971 | 0(2) | 0 | | | 3/8/2023 | | | | | 6,595 | 387,456 | 9,893(3) | 581,214 | | Tara S. Smith | 2/7/2020 | 19,443 | | 39.76 | 2/7/2030 | | | | | | | 3/10/2021 | 3,388 | 3,389 | 53.24 | 3/10/2031 | 765 | 44,944 | 1,526(1) | 89,653 | | | 3/9/2022 | | | | | 1,490 | 87,538 | 0(2) | 0 | | | 3/8/2023 | | | | | 3,520 | 206,800 | 5,280(3) | 310,200 | | Elizabeth K. Giddens | 3/8/2023 | | | | | 3,423 | 201,101 | 5,135(3) | 301,681 |

  61. Outstanding Equity Awards at Fiscal Year-End

    (1) Performance-based Restricted Stock Units that vest following the end of the three-year measurement period when the Committee certifies if the performance restriction is met. For the performance restriction to be met, the Company must achieve 6.75% or greater Pre-Tax Margin in two of the four calendar year quarters in 2021, 2022, and 2023, with each calendar year representing approximately one-third of the granted units. As of December 31, 2023, the performance restriction was expected to be met for 2021 and 2022 and not met for 2023. Units shown in the table reflect the expected payout of approximately two-thirds of the granted units. On February 28, 2024, the Committee certified that the performance restriction was met for the 2021 and 2022 performance periods. The performance restriction was not met for the 2023 performance period. (2) Performance-based Restricted Stock Units that vest on the third anniversary of the grant date if the performance restriction is met. For the performance restriction to be met, the Company must achieve 7.75% or greater Pre-Tax Margin in three of seven quarters from Q2 2022 through Q4 2023. As of December 31, 2023, the performance restriction was not expected to be met. Units shown in the table reflect the expected payout of 0% of the granted units. On February 28, 2024, the Committee certified that the performance restriction was not met and 100% of the granted units were forfeited. (3) Performance-based Restricted Stock Units that vest on the third anniversary of the grant date if the performance restriction is met. For the performance restriction to be met, the Company must achieve 5.0% or greater Pre-Tax Margin in three of seven quarters from Q2 2023 through Q4 2024. (4) Includes 5,745 Time-based Restricted Stock Units that vest on the second anniversary of the grant date.

  62. Nonqualified Deferred Compensation Plans

    Nonqualified Deferred Compensation Plans The Company previously established the Deferred Compensation Plan as described on page 34. None of our NEOs deferred 2023 compensation under the plan or have an existing balance.

  63. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Each of the NEOs (or their beneficiaries) are entitled to certain payments upon termination of employment. The table below represents the payments owed under each termination category.

  64. Potential Payments upon Termination or Change in Control

    | Payment | Death | Disability | Retirement(1) | Involuntary Termination without “Cause” or Voluntary Resignation for “Good Reason”(1) | Involuntary Termination without “Cause” or Voluntary Resignation for “Good Reason” in connection with Change in Control(1) | | Accrued Amounts(2) | Yes | Yes | Yes | Yes | Yes | | Retirement or Severance Payments | Not applicable | Not applicable | None for CEO; 1 times base salary for other NEOs | 2 times base salary for CEO; 1 times base salary for other NEOs | 2 times base salary for all NEOs | | Short-Term Incentive | Prorated incentive target for full months employed | Prorated incentive target for full months employed | None for CEO; 1 times incentive target for other NEOs | Not applicable | 2 times incentive target for all NEOs | | Time-Based Long-Term Incentive | Delivered per vesting schedule on a pro-rata basis | Delivered per vesting schedule on a pro-rata basis | None for CEO; Delivered per vesting schedule without proration for other NEOs | Delivered per vesting schedule on a pro-rata basis | Accelerated and fully vested at target(3) | | Performance-Based Long-Term Incentive | Delivered per vesting schedule on a pro-rata basis, upon attainment of performance criteria | Delivered per vesting schedule on a pro-rata basis, upon attainment of performance criteria | None for CEO; Delivered per vesting schedule on a pro-rata basis, upon attainment of performance criteria for other NEOs | Delivered per vesting schedule on a pro-rata basis, upon attainment of performance criteria | Accelerated and fully vested at target(3) | | Stock Options(4) | Only vested Stock Options are exercisable | Only vested Stock Options are exercisable | Only vested Stock Options are exercisable | Only vested Stock Options are exercisable | Accelerated and fully vested | | COBRA Continuation (Medical Insurance) | Not applicable | Employer paid portion up to 12 months | None for CEO; Employer paid portion up to 12 months for other NEOs | Employer paid portion up to 18 months for CEO; 12 months for other NEOs | Employer paid portion up to 18 months for CEO; 12 months for other NEOs | | Outplacement Services | Not applicable | Not applicable | Not applicable | None for CEO; Up to $10,000 for other NEOs | None for CEO; Up to $10,000 for other NEOs |

  65. Potential Payments upon Termination or Change in Control

    (1) A general release of claims is required in exchange for payments made for a termination tied to retirement, involuntary termination without cause, voluntary resignation for good reason, or in connection with a change in control. (2) As of the date of termination, any accrued but unpaid base salary, accrued but unused vacation time, earned but unpaid short-term incentive and long-term incentive payments for the prior fiscal year, vested employee benefits (401(k) Plan) and expenses entitled for reimbursement are collectively known as “Accrued Amounts”. This payment applies to all types of terminations except termination for “Cause”. (3) Under the 2018 Incentive Plan and 2020 Incentive Plan, all grants require a “double trigger” to accelerate or modify vesting conditions after a change in control, requiring both a change in control event and a qualifying termination of employment before any vesting will be accelerated. (4) In the event of death or disability, vested Stock Options must be exercised on the earlier of one year following the termination of employment or the expiration date. In the event of retirement, vested Stock Options must be exercised on the earlier of five years following the termination of employment or the expiration date. For the other termination categories, vested Stock Options must be exercised on the earlier of 60 days following the termination of employment or the Expiration Date. All NEOs are required to sign a document obligating confidentiality, as well as a 12-month non-competition and non-solicitation covenant. If the NEOs violate any provisions, they forfeit all unvested awards and incentive plan benefits. In addition to the payments and provisions above, if Mr. Eppinger and the Company agree to mutually separate upon the conclusion of the employment term on December 31, 2025, he will be entitled to his unvested time-based long-term incentives delivered as per the vesting schedule, and unvested performance-based long-term incentives delivered as per the vesting schedule, upon attainment of performance criteria. The tables below show details of payout amounts under each termination category if they would have occurred on December 31, 2023. Long-term incentive values reflect the closing price of our Common Stock of $58.75 on December 31, 2023 multiplied by the target number of unvested shares/units for each NEO. Stock Options values reflect the aggregate value of the difference between the closing price of our Common Stock of $58.75 on December 31, 2023 and the per share exercise prices multiplied by the number of vested Options for each NEO. Long-term incentive forfeiture provisions and pro-rata calculations have been incorporated as applicable.

  66. Potential Payments upon Termination or Change in Control

    | Frederick H. Eppinger | Death | Disability | Retirement(1) | Involuntary Termination without “Cause” or Voluntary Resignation for “Good Reason” | Involuntary Termination without “Cause” or Voluntary Resignation for “Good Reason” in connection with Change in Control | | Cash Severance or Retirement Payments | | | | $1,906,000 | $1,906,000 | | Short-Term Incentive | $1,191,250 | $1,191,250 | | | $2,382,500 | | Time-Based Long-Term Incentive | $1,050,215 | $1,050,215 | | $1,050,215 | $2,045,734 | | Performance-Based Long-Term Incentive | $2,272,215 | $2,272,215 | | $2,272,215 | $3,895,771 | | Stock Options | $2,845,050 | $2,845,050 | | $2,845,050 | $2,966,237 | | COBRA Continuation (Medical Insurance) | | $18,045 | | $27,067 | $27,067 | | Total | $7,358,730 | $7,376,775 | $0 | $8,100,547 | $13,223,309 |

  67. Potential Payments upon Termination or Change in Control

    (1) As of December 31, 2023, per his employment agreement Mr. Eppinger was not eligible for retirement benefits and would therefore not receive any payments under that termination category.

  68. Potential Payments upon Termination or Change in Control

    | David C. Hisey | Death | Disability | Retirement | Involuntary Termination without “Cause” or Voluntary Resignation for “Good Reason” | Involuntary Termination without “Cause” or Voluntary Resignation for “Good Reason” in connection with Change in Control | | Cash Severance or Retirement Payments | | | $513,500 | $513,500 | $1,027,000 | | Short-Term Incentive | $513,500 | $513,500 | $513,500 | | $1,027,000 | | Time-Based Long-Term Incentive | $846,235 | $846,235 | $1,323,050 | $846,235 | $1,323,050 | | Performance-Based Long-Term Incentive | $1,105,675 | $1,105,675 | $1,105,675 | $1,105,675 | $1,883,290 | | Stock Options | $1,413,493 | $1,413,493 | $1,413,493 | $1,413,493 | $1,473,949 | | COBRA Continuation (Medical Insurance) | | $18,045 | $18,045 | $18,045 | $18,045 | | Outplacement Services | | | | $10,000 | $10,000 | | Total | $3,878,903 | $3,896,948 | $4,887,263 | $3,906,948 | $6,762,333 |

  69. Potential Payments upon Termination or Change in Control

    | Steven M. Lessack | Death | Disability | Retirement | Involuntary Termination without “Cause” or Voluntary Resignation for “Good Reason” | Involuntary Termination without “Cause” or Voluntary Resignation for “Good Reason” in connection with Change in Control | | Cash Severance or Retirement Payments | | | $674,267 | $674,267 | $1,348,534 | | Short-Term Incentive | $674,267 | $674,267 | $674,267 | | $1,348,534 | | Time-Based Long-Term Incentive | $321,656 | $321,656 | $634,735 | $321,656 | $634,735 | | Performance-Based Long-Term Incentive | $689,020 | $689,020 | $689,020 | $689,020 | $1,199,558 | | Stock Options | $454,746 | $454,746 | $454,746 | $454,746 | $489,332 | | COBRA Continuation (Medical Insurance) | | $7,909 | $7,909 | $7,909 | $7,909 | | Outplacement Services | | | | $10,000 | $10,000 | | Total | $2,139,689 | $2,147,597 | $3,134,943 | $2,157,597 | $5,038,601 |

  70. Potential Payments upon Termination or Change in Control

    | Tara S. Smith | Death | Disability | Retirement(1) | Involuntary Termination without “Cause” or Voluntary Resignation for “Good Reason”(1) | Involuntary Termination without “Cause” or Voluntary Resignation for “Good Reason” in connection with Change in Control | | Cash Severance or Retirement Payments | | | | $359,900 | $719,800 | | Short-Term Incentive | $359,900 | $359,900 | | | $719,800 | | Time-Based Long-Term Incentive | $172,138 | $172,138 | | $172,138 | $339,281 | | Performance-Based Long-Term Incentive | $369,303 | $369,303 | | $369,303 | $641,785 | | Stock Options | $387,890 | $387,890 | | $387,890 | $406,564 | | COBRA Continuation (Medical Insurance) | | $18,578 | | $18,578 | $18,578 | | Outplacement Services | | | | $10,000 | $10,000 | | Total | $1,289,230 | $1,307,809 | $0 | $1,317,809 | $2,855,808 |

  71. Potential Payments upon Termination or Change in Control

    (1) As of December 31, 2023, Ms. Smith was not retirement eligible due to her age and therefore would not receive any payments under that termination category.

  72. Potential Payments upon Termination or Change in Control

    | Elizabeth K. Giddens | Death | Disability | Retirement(1) | Involuntary Termination without “Cause” or Voluntary Resignation for “Good Reason” | Involuntary Termination without “Cause” or Voluntary Resignation for “Good Reason” in connection with Change in Control | | Cash Severance or Retirement Payments | | | | $350,000 | $700,000 | | Short-Term Incentive | $350,000 | $350,000 | | | $700,000 | | Time-Based Long-Term Incentive | $66,975 | $66,975 | | $66,975 | $201,101 | | Performance-Based Long-Term Incentive | $100,521 | $100,521 | | $100,521 | $301,681 | | Stock Options | | | | | | | COBRA Continuation (Medical Insurance) | | | | | | | Outplacement Services | | | | $10,000 | $10,000 | | Total | $517,496 | $517,496 | $0 | $527,496 | $1,912,783 |

  73. Potential Payments upon Termination or Change in Control

    (1) As of December 31, 2023, Ms. Giddens was not retirement eligible due to her age and therefore would not receive any payments under that termination category.

  74. Compensation of Directors

    Compensation of Directors Our directors received fees as follows during the year ended December 31, 2023:

  75. Compensation of Directors

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | All Other Compensation(2) | Total | | Thomas G. Apel | $220,000 | $85,000 | $5,000(3) | $310,000 | | C. Allen Bradley, Jr. | $102,500 | $85,000 | $5,000(3) | $192,500 | | Robert L. Clarke | $35,000 | $170,000 | $5,000(3) | $210,000 | | William S. Corey | $110,000 | $85,000 | $5,000(3) | $200,000 | | Deborah Matz | $107,500 | $85,000 | $5,000(3) | $197,500 | | Matthew W. Morris | $85,000 | $85,000 | $5,000(3) | $175,000 | | Karen R. Pallotta | $112,500 | $85,000 | $0 | $197,500 | | Manolo Sanchez | $107,500 | $85,000 | $5,000(3) | $197,500 | | Helen Vaid | $80,327 | $67,388 | $0 | $147,715 |

  76. Compensation of Directors

    (1) The annual stock award to non-management directors elected at the 2023 annual meeting of stockholders was valued based on the market value per share of Common Stock at the close of business on May 17, 2023. The non-management directors received approximately $85,000 or $170,000 in unrestricted stock as noted, rounded to the nearest whole share, with the exception of Helen Vaid, who was appointed to the Board effective August 1, 2023, and appointed to committees effective November 9, 2023, for which she received pro-rated annual and committee retainers. (2) The directors are eligible to participate in the Director Charitable Matching Gift Program from the Stewart Title Foundation. Under this program, an eligible director’s total charitable gifts of up to $5,000 per calendar year will qualify. The Stewart Title Foundation will contribute to charitable organizations an amount equal to 1 to 1 the contribution made by the eligible director. (3) Includes a director charitable match of $5,000. Compensation for our non-management directors for 2023 consisted of cash compensation for annual retainers, equity compensation consisting of stock awards, and certain other compensation. Each of the current components of our non-management director compensation is described in more detail below. In 2023, we paid annual retainers to Board members, Committee Chairs, and Committee members as follows: • Board cash retainer of $85,000 • Board unrestricted stock retainer of $85,000 • Chairman of the Board cash retainer of $125,000 • Committee Chair cash retainers in the following amounts: • Audit — $35,000 • Compensation — $20,000 • Nominating and Corporate Governance — $17,500 • Committee member cash retainers in the following amounts: • Audit — $15,000 • Compensation — $10,000 • Nominating and Corporate Governance — $7,500 Directors have the option to take their entire retainer in stock. They must notify the Secretary of such election by January 31 of each year. In addition, we reimburse reasonable expenses incurred for attendance at Board and Committee meetings. Please see the Corporate Governance section on page 12 for information concerning stock ownership guidelines for directors.

  77. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure The pay ratio has been calculated using CEO annual total compensation as a multiple of our median employee’s annual total compensation. Mr. Eppinger’s 2023 total compensation, as disclosed in the Summary Compensation Table on page 36, was used for this calculation since he served as the CEO of the Company for the entirety of 2023. The following methodology was used to calculate the median employee total compensation: • The Company’s total employee population was approximately 6,800 employees globally on December 31, 2023. Compensation paid to employees in local currencies was converted to USD using exchange rates on December 31, 2023. • Calculated total compensation in accordance with Item 402(c)(2)(x) of Regulation S-K (the same way total compensation was calculated for the CEO in the Summary Compensation Table) for each employee and annualized the total compensation for any permanent employee who worked less than a full year, based on the number of days they were employed in FY 2023. Based on the foregoing, the CEO’s annual total compensation was 79.16 times the median of the annual total compensation of all employees, excluding the CEO, of $52,528. We believe the pay ratio disclosed above is a reasonable estimate calculated in accordance with SEC rules, based on our records and the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio allow companies to use a variety of methodologies and apply various assumptions. The application of various methodologies may result in significant differences in the results reported by SEC reporting companies. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio we report above.

  78. Pay versus Performance Table

    Pay versus Performance Table

  79. Pay versus Performance Table

    | Year | Summary Compensation Table Total for CEO(1) | Compensation Actually Paid to CEO(1,4) | Average Summary Compensation Table Total for Non-CEO NEOs(2) | Average Compensation Actually Paid to Non-CEO NEOs(2,4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (In $M) | Pre-Tax Margin | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(3) | | | | 2023 | $4,162,926 | $5,057,657 | $1,480,871 | $1,736,423 | 163.93 | 161.31 | $30.40 | 2.70% | | 2022 | $3,940,313 | $(1,589,146) | $1,722,672 | $153,723 | 114.37 | 117.11 | $162.30 | 7.60% | | 2021 | $5,147,655 | $10,064,576 | $2,132,088 | $3,589,953 | 206.56 | 123.24 | $323.20 | 13.10% | | 2020 | $4,037,845 | $5,933,605 | $1,557,325 | $2,381,666 | 122.55 | 94.84 | $154.90 | 9.50% |

  80. Pay versus Performance Table

    (1) Mr. Eppinger was the CEO for 2020, 2021, 2022, and 2023. (2) Messrs. Hisey, Lessack, and Killea and Ms. Smith were non-CEO NEOs for 2020, 2021, and 2022. Mr. Hisey, Mr. Lessack, Ms. Smith, and Ms. Giddens were non-CEO NEOs for 2023. (3) Peer Group used in 2023 calculations is the group of companies disclosed in the “Pay Comparator Group” section of the CD&A portion of the 2024 Stewart Information Services Corp. proxy filing, which discusses the companies that were added and removed from the peer group in 2023 and the criteria used to make such determinations. Peer Group used in 2022 calculations, for fiscal year ended December 31, 2022, below:

  81. Pay versus Performance Table

    | American Equity Investment Life Holding Company | MGIC Investment Corporation | | Argo Group International Holdings, Ltd. | Old Republic International Corporation | | CNO Financial Group, Inc. | ProAssurance Corporation | | Employers Holdings, Inc. | Radian Group Inc. | | Enstar Group Limited | RLI Corp. | | First American Financial Corporation | Safety Insurance Group, Inc. | | Hilltop Holdings Inc. | Selective Insurance Group, Inc. | | Horace Mann Educators Corporation | The Hanover Insurance Group, Inc. | | James River Group Holdings, Ltd. | United Fire Group, Inc. | | Mercury General Corporation | |

  82. Pay versus Performance Table

    State Auto Financial Corporation was removed from the 2022 peer group since it was taken private and is no longer publicly traded.

  83. Pay versus Performance Table

    | American Equity Investment Life Holding Company | MGIC Investment Corporation | | American National Insurance Company | Old Republic International Corporation | | Argo Group International Holdings, Ltd. | ProAssurance Corporation | | CNO Financial Group, Inc. | Radian Group Inc. | | Employers Holdings, Inc. | RLI Corp. | | Enstar Group Limited | Safety Insurance Group, Inc. | | First American Financial Corporation | Selective Insurance Group, Inc. | | Hilltop Holdings Inc. | State Auto Financial Corporation | | Horace Mann Educators Corporation | The Hanover Insurance Group, Inc. | | James River Group Holdings, Ltd. | United Fire Group, Inc. | | Mercury General Corporation | |

  84. Pay versus Performance Table

    National General Holdings Corporation was removed from the 2021 peer group, as it was acquired and is no longer publicly traded.

  85. Pay versus Performance Table

    | American Equity Investment Life Holding Company | MGIC Investment Corporation | | American National Insurance Company | National General Holdings Corporation | | Argo Group International Holdings, Ltd. | Old Republic International Corporation | | CNO Financial Group, Inc. | ProAssurance Corporation | | Employers Holdings, Inc. | Radian Group Inc. | | Enstar Group Limited | RLI Corp. | | First American Financial Corporation | Safety Insurance Group, Inc. | | Hilltop Holdings Inc. | Selective Insurance Group, Inc. | | Horace Mann Educators Corporation | State Auto Financial Corporation | | James River Group Holdings, Ltd. | The Hanover Insurance Group, Inc. | | Mercury General Corporation | United Fire Group, Inc. |

  86. Pay versus Performance Table

    (4) The following table reflects the adjustments made to the Summary Compensation Table to determine Compensation Actually Paid.

  87. Pay versus Performance Table

    | | 2023 | | 2022 | | 2021 | | 2020 | | | Adjustments | CEO | Average non-CEO NEOs | CEO | Average non-CEO NEOs | CEO | Average non-CEO NEOs | CEO | Average non-CEO NEOs | | Summary Compensation Table Total | $4,162,926 | $1,480,871 | $3,940,313 | $1,722,672 | $5,147,655 | $2,132,088 | $4,037,845 | $1,557,325 | | (-) Grant Date Fair Value of Stock Awards Granted in FY | $2,144,190 | $602,729 | $2,144,198 | $786,920 | $1,583,464 | $533,345 | $764,982 | $197,905 | | (-) Grant Date Fair Value of Option Awards Granted in FY | $0 | $0 | $0 | $58,070 | $406,440 | $120,859 | $763,085 | $197,429 | | (+) Stock Awards Granted in CFY and Unvested as of end of CFY | $3,080,733 | $865,990 | $1,422,695 | $522,129 | $2,371,330 | $798,715 | $930,446 | $240,712 | | (+) Option Awards Granted in CFY and Unvested as of end of CFY | $0 | $0 | $0 | $0 | $1,254,522 | $373,045 | $2,381,299 | $616,102 | | (+) Stock Awards Granted in Prior Years and Unvested as of end of CFY | $685,382 | $141,837 | $(1,154,548) | $(334,147) | $866,847 | $141,439 | $112,081 | $65,028 | | (+) Option Awards Granted in Prior Years and Unvested as of end of CFY | $221,475 | $51,955 | $(2,806,312) | $(751,583) | $2,471,764 | $639,508 | $0 | $0 | | (+) Stock Awards Granted in Prior Years and Vested during CFY | $24,358 | $3,704 | $(500,682) | $(67,164) | $(1,475) | $173,892 | $0 | $297,834 | | (+) Option Awards Granted in Prior Years and Vested during CFY | $402,738 | $78,469 | $(346,414) | $(93,194) | $(56,163) | $(14,531) | $0 | $0 | | = Compensation Actually Paid | $5,062,657 | $1,736,423 | $(1,589,146) | $153,723 | $10,064,576 | $3,589,953 | $5,933,605 | $2,381,666 |

  88. Pay versus Performance Table

    The following graphs illustrate the relationship between compensation actually paid and Company performance using the metrics within the Pay versus Performance Table. The following table provides a list of the most important performance measures used to link compensation actually paid to Company performance.

  89. Pay versus Performance Table

    | Company-selected performance measures | | Pre-Tax Margin | | Company Total Revenue | | Title Segment Operating Revenue | | Title Market Share | | Diluted EPS | | Employee Engagement |