Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses ITIC in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named ITIC in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| J. Allen Fine | $593,475 | $300,000 | $0 | $0 | $0 | $0 | $59,367 | $952,842 |
| Chief Executive Officer and Chairman of the Board | ||||||||
| W. Morris Fine | 508,913 | 350,000 | 0 | 0 | 0 | 0 | 53,950 | 912,862 |
| Executive Vice President and Secretary | ||||||||
| James Fine, Jr. | 508,913 | 350,000 | 0 | 0 | 0 | 0 | 52,792 | 911,704 |
| President, Chief Financial Officer and Treasurer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| J. Allen Fine | $952,842 | $928,696 | $731,233 | +24,146 |
| W. Morris Fine | 912,862 | 843,409 | 657,489 | +69,453 |
| James Fine, Jr. | 911,704 | — | 651,714 | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Parker, Jr. Elton C. | Director | 2026-05-13 | A | 538 | $231 | $124,278 | Common | Form 4 ↗ |
| Dividend-equivalent accruals | 2026-05-20 | — | 4,500 | — | — | 6 insiders, 6 accrual rows | ||
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Parker, Jr. Elton C. | Director | 2026-05-13 | A | 538 | $231 | $124,278 | Common | Form 4 ↗ |
| Richard M. Hutson II | Director | 2026-05-20 | A | 750 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Tammy F. Coley | Director | 2026-05-20 | A | 750 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Joseph B. Dempster, Jr | Director | 2026-05-20 | A | 750 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| Parker, Jr. Elton C. | Director | 2026-05-20 | A | 750 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| James E. Scott | Director | 2026-05-20 | A | 750 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
| James H. Speed, Jr | Director | 2026-05-20 | A | 750 | 0 | 0 | Derivative, Class A Common | Form 4 ↗ |
The ultimate objective of an effective executive compensation program is to reward the accretion of shareholder value over the long term. In keeping with this philosophy, the Compensation Committee has designed the Company's executive compensation program to reward the achievement of the Company's objectives and to align the interests of executives with those of shareholders.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | True |
| Anti-hedging | True |
| Anti-pledging | True |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | 2025-05-21 | 1,408,191 | 23,694 | 19,068 | 98.35% | Passed |
| 2022 | 2022-05-18 | 1,345,517 | 21,231 | 2,733 | 98.45% | Passed |
| 2019 | 2019-05-15 | 1,273,762 | 13,021 | 7,917 | 98.99% | Passed |
| 2016 | 2016-05-18 | 1,380,794 | 31,950 | 27,322 | 97.74% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2025 | 2025-05-21 | 98.35%a |
| 2022 | 2022-05-18 | 98.45%b |
| 2019 | 2019-05-15 | 98.99%c |
a. Approved under the standard stated in the filing — “Abstentions and broker non-votes will not be counted as votes cast on the proposal.”.
b. Approved under the standard stated in the filing — “Abstentions and broker non-votes will not be counted as votes cast on the proposal.”.
c. Approved under the standard stated in the filing — “Abstentions and broker non-votes will not be counted as votes cast on the proposal.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | 12 : 1 |
|---|---|
| CEO total compensation | $952,842 |
| Median employee compensation | $76,300 |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Elton C. Parker, JrIndependent · Audit (Chair) | $35,000 | $0 | $71,237 | $0 | $0 | $106,237 |
| Richard M. Hutson IIIndependent · Lead Independent Director · Compensation (Chair) · Nominating | 32,000 | 0 | 71,237 | 0 | 0 | 103,237 |
| James H. Speed, JrIndependent · Compensation | 30,000 | 0 | 71,237 | 0 | 0 | 101,237 |
| James E. ScottIndependent · Audit | 24,500 | 0 | 71,237 | 0 | 0 | 95,737 |
| Tammy F. ColeyIndependent · Audit | 24,500 | 0 | 71,237 | 0 | 0 | 95,737 |
| Joseph B. Dempster, JrIndependent · Compensation · Newly elected | 15,000 | 0 | 71,237 | 0 | 0 | 86,237 |
| David L. FrancisIndependent · Compensation · Not standing for re-election · Departed during FY | 2,500 | 0 | — | 0 | 0 | 2,500 |
| J. Allen FineEmployee director · Board Chair | 0 | 0 | 0 | — | 0 | 0 |
| James A. Fine, JrEmployee director | 0 | 0 | 0 | — | 0 | 0 |
| W. Morris FineEmployee director | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | $7,500 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | $2,500 |
| Committee chair fees (audit / comp / nom-gov) | 500 |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $163,500 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $163,500 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Investors Title names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Investors Title.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Fidelity National Financial, Inc. | 2025 | Michael Nolan | $1,083,846 | $5,960,007 | $0 | $4,400,000 | $11,646,893 |
| 2 | First American Financial Corporation | 2025 | Mark Seaton | 907,827 | 4,800,870 | 0 | 2,556,000 | 8,281,947 |
| 3 | Stewart Information Services Corporation | 2025 | Frederick Eppinger | 1,100,000 | 4,399,910 | 0 | 2,206,174 | 7,865,929 |
| 4 | Investors Title | 2025 | J. Allen Fine | 593,475 | 0 | 0 | 0 | 952,842 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Investors Title | not disclosed | not disclosed | not disclosed | not disclosed |
| Fidelity National Financial, Inc. | 200% | PSU 100 | No | Strategic Compensation Group LLC (SCG) |
| First American Financial Corporation | 142% | RSU 50 · PSU 50 | No | Semler Brossy Consulting Group, LLC |
| Stewart Information Services Corporation | 114.6% | PSU 50 · RSU 50 | No | Mercer (US) LLC |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, J. Allen Fine | DEF 14A | 2026-04-13 | 0001140361-26-014376 | Section “Summary Compensation Table”. As printed: 952,842. Filing ↗machine: t79 · r2 · c15 · span 360790–360797 |
| 2 | Section 01, W. Morris Fine | DEF 14A | 2026-04-13 | 0001140361-26-014376 | Section “Summary Compensation Table”. As printed: 912,862. Filing ↗machine: t79 · r8 · c15 · span 377378–377385 |
| 3 | Section 01, James Fine, Jr. | DEF 14A | 2026-04-13 | 0001140361-26-014376 | Section “Summary Compensation Table”. As printed: 911,704. Filing ↗machine: t79 · r5 · c15 · span 369367–369374 |
| 4 | Section 07, pay ratio | DEF 14A | 2026-04-13 | 0001140361-26-014376 | Section “CEO Pay Ratio”. As printed: 12 : 1. Filing ↗machine: t145 · r1 · c3 · span 609967–609973 |
| 5 | Section 08, Elton C. Parker, Jr | DEF 14A | 2026-04-13 | 0001140361-26-014376 | Section “Director Compensation”. As printed: 106,237. Filing ↗machine: t23 · r6 · c9 · span 155668–155675 |
| 6 | Section 08, Richard M. Hutson II | DEF 14A | 2026-04-13 | 0001140361-26-014376 | Section “Director Compensation”. As printed: 103,237. Filing ↗machine: t23 · r5 · c9 · span 153666–153673 |
| 7 | Section 08, James H. Speed, Jr | DEF 14A | 2026-04-13 | 0001140361-26-014376 | Section “Director Compensation”. As printed: 101,237. Filing ↗machine: t23 · r8 · c9 · span 159338–159345 |
| 8 | Section 08, James E. Scott | DEF 14A | 2026-04-13 | 0001140361-26-014376 | Section “Director Compensation”. As printed: 95,737. Filing ↗machine: t23 · r7 · c9 · span 157427–157433 |
| 9 | Section 08, Tammy F. Coley | DEF 14A | 2026-04-13 | 0001140361-26-014376 | Section “Director Compensation”. As printed: 95,737. Filing ↗machine: t23 · r2 · c9 · span 148034–148040 |
| 10 | Section 08, Joseph B. Dempster, Jr | DEF 14A | 2026-04-13 | 0001140361-26-014376 | Section “Director Compensation”. As printed: 86,237. Filing ↗machine: t23 · r3 · c9 · span 149808–149814 |
| 11 | Section 08, David L. Francis | DEF 14A | 2026-04-13 | 0001140361-26-014376 | Section “Director Compensation”. As printed: 2,500. Filing ↗machine: t23 · r4 · c3 · span 150743–150748 |
| 12 | Section 08, J. Allen Fine | DEF 14A | 2026-04-13 | 0001140361-26-014376 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 13 | Section 08, James A. Fine, Jr | DEF 14A | 2026-04-13 | 0001140361-26-014376 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 14 | Section 08, W. Morris Fine | DEF 14A | 2026-04-13 | 0001140361-26-014376 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 15 | Section 02, Parker, Jr. Elton C. 2026-05-13 | Form 4 | 2026-05-13 | 0001804353-26-000006 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 16 | Section 02, Richard M. Hutson II 2026-05-20 | Form 4 | 2026-05-21 | 0001435430-26-000004 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 17 | Section 02, Tammy F. Coley 2026-05-20 | Form 4 | 2026-05-21 | 0001804354-26-000004 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 18 | Section 02, Joseph B. Dempster, Jr 2026-05-20 | Form 4 | 2026-05-21 | 0002069598-26-000002 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 19 | Section 02, Parker, Jr. Elton C. 2026-05-20 | Form 4 | 2026-05-21 | 0001804353-26-000008 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 20 | Section 02, James E. Scott 2026-05-20 | Form 4 | 2026-05-21 | 0001967442-26-000007 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 21 | Section 02, James H. Speed, Jr 2026-05-20 | Form 4 | 2026-05-21 | 0001492211-26-000006 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 22 | Section 06, 2025 vote | Form 8-K | 2025-05-22 | 0000720858-25-000014 | Item 5.07 · say-on-pay result. As reported: 98.35% (votes for as printed: 1,408,191). Filing ↗ |
| 23 | Section 06, 2022 vote | Form 8-K | 2022-05-19 | 0001157523-22-000667 | Item 5.07 · say-on-pay result. As reported: 98.45%. Filing ↗ |
| 24 | Section 06, 2019 vote | Form 8-K | 2019-05-16 | 0001157523-19-001246 | Item 5.07 · say-on-pay result. As reported: 98.99%. Filing ↗ |
| 25 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 26 | Section 09b board cost (computed) | Computed | — | computed | Cash 163,500 + equity 0 + all other 0 = 163,500, summed across the director compensation table rows.machine: formula: Σ = 163,500 |
| 27 | Fidelity National Financial, Inc., Section 10b CEO total | DEF 14A | 2026-04-29 | 0001104659-26-051485 | CEO total compensation as printed in Fidelity National Financial, Inc.'s own proxy. As printed: 11,646,893. Filing ↗machine: r1 · c6 · span 620811–620821 |
| 28 | First American Financial Corporation, Section 10b CEO total | DEF 14A | 2026-03-30 | 0001193125-26-130349 | CEO total compensation as printed in First American Financial Corporation's own proxy. As printed: 8,281,947. Filing ↗machine: t120 · r3 · c36 · span 1481750–1481759 |
| 29 | Stewart Information Services Corporation, Section 10b CEO total | DEF 14A | 2026-03-25 | 0001104659-26-034511 | CEO total compensation as printed in Stewart Information Services Corporation's own proxy. As printed: 7,865,929. Filing ↗machine: span 772754–772763 |
| 30 | Investors Title (subject), Section 10b CEO total | DEF 14A | 2026-04-13 | 0001140361-26-014376 | CEO total compensation as printed in Investors Title's own proxy. As printed: 952,842. Filing ↗machine: t79 · r2 · c15 · span 360790–360797 |
| 31 | Section 10a, Stewart Information Services Corporation reciprocity | DEF 14A | — | 0001104659-26-034511 | Stewart Information Services Corporation's most recent proxy was read; its disclosed peer group does not include Investors Title. Filing ↗ |
| 32 | Section 10a, Fidelity National Financial, Inc. reciprocity | DEF 14A | — | 0001104659-26-051485 | Fidelity National Financial, Inc.'s most recent proxy was read; its disclosed peer group does not include Investors Title. Filing ↗ |
| 33 | Section 10a, First American Financial Corporation reciprocity | DEF 14A | — | 0001193125-26-130349 | First American Financial Corporation's most recent proxy was read; its disclosed peer group does not include Investors Title. Filing ↗ |