INVESTORS TITLE CO
For the period ended May 20, 2026. Filed Apr 13, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 20, 2026 · Filed Apr 13, 2026
Contents
PAY VERSUS PERFORMANCE
As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and certain financial performance measures of the Company. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and compensation for the named executive officers.
| Pay Versus Performance | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year · Summary Compensation Table Total for PEO ($) (1) · Compensation Actually Paid to PEO ($) (2) · Average Summary Compensation Table Total for Non-PEO NEOs ($) (3) · Average Compensation Actually Paid to Non-PEO NEOs ($) (4) · Value of Initial Fixed $100 Based On: · Net Income(7) · Non-GAAP Operating Margin(8) | ||||||||
| Total Shareholder Return (5) · Peer Group Total Shareholder Return(6) | ||||||||
| 2025 | $952,842 | $952,842 | $912,283 | $912,283 | $211.45 | $169.22 | $35,180,200 | 17.60% |
| 2024 | $928,696 | $928,696 | $841,228 | $841,228 | $192.64 | $162.78 | $31,073,000 | 15.38% |
| 2023 | $731,233 | $731,233 | $654,602 | $654,602 | $124.27 | $147.52 | $21,685,600 | 16.21% |
| 2022 | $1,616,073 | $1,616,073 | $1,538,705 | $1,538,705 | $108.78 | $107.18 | $23,903,300 | 16.78% |
| 2021 | $1,558,657 | $1,558,657 | $1,492,167 | $1,492,167 | $140.95 | $145.79 | $67,020,300 | 22.25% |
| (1) | For each year, reflects the total compensation amount reported for J. Allen Fine, Chief Executive Officer and Chairman of the Board of the Company, in the “Total” column of the Summary Compensation Table that appears on page 21. |
| (2) | For each year, reflects the amount of “compensation actually paid” to Allen Fine, Chief Executive Officer and Chairman of the Board of the Company, as computed in accordance with Item 402(v) of Regulation S-K. No equity awards have been granted to J. Allen Fine during the years covered by the table above, nor did he hold any outstanding equity awards during such years, and the Company does not provide for any defined benefit and actuarial pension plans, As a result, no adjustments were made to J. Allen Fine’s total compensation as reported in the Summary Compensation Table. |
| (3) | For each year, reflects the average of the total compensation amounts reported for our other named executive officers as a group (excluding J. Allen Fine) in the “Total” column of the Summary Compensation Table that appears on page 21. The names of each of the other named executive officers included for purposes of calculating the average amount for each year are: James A. Fine, Jr., President, Chief Financial Officer and Treasurer, and W. Morris Fine, Executive Vice President and Secretary. |
| (4) | For each year, reflects the average of the amounts of “compensation actually paid” to the other named executive officers as a group (excluding J. Allen Fine), as computed in accordance with Item 402(v) of Regulation S-K. The names of each of the other named executive officers included for purposes of calculating the average amount for each year are: James A. Fine, Jr., President, Chief Financial Officer and Treasurer, and W. Morris Fine, Executive Vice President and Secretary. No equity awards have been granted to James A. Fine, Jr. or W. Morris Fine during the years covered by the table above, nor did they hold any outstanding equity awards during such years, and the Company does not provide for any defined benefit and actuarial pension plans. As a result, no adjustments were made to total compensation as reported in the Summary Compensation Table. |
| (5) | Cumulative “Total Shareholder Return” (“Company TSR”) is calculated by dividing the sum of (i) the difference between the share price of Common Stock at the end and the beginning of the measurement period and (ii) the cumulative amount of dividends paid on shares of Common Stock for the measurement period, assuming dividend reinvestment, by the share price of Common Stock at the beginning of the measurement period. Each amount assumes that $100 was invested in Common Stock on December 31, 2020, and that dividends were reinvested for additional shares. |
| (6) | “Peer Group Total Shareholder Return” (“Peer Group TSR”) represents the cumulative total stockholder return during each measurement period for Fidelity National Financial, Inc. (FNF), Stewart Information Services Corporation (STC), and First American Financial Corporation (FAF), the peer group used by the Company for purposes of Item 201(e) of Regulation S-K. Each amount assumes that $100 was invested on December 31, 2020, and that dividends were reinvested for additional shares. |
| (7) | Reflects the dollar amount of net income reported in the Company’s audited financial statements for the applicable year. |
| (8) | Non-GAAP operating margin represents GAAP operating margin adjusted for changes in the estimated fair value of equity security investments. |
The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and non-PEO NEOs for 2025 to Company performance. The measures in this table are not ranked.
Non-GAAP Net Income
Non-GAAP Operating Income
Non-GAAP Profit Margin
Analysis of the Information Presented in the Pay Versus Performance Table
In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.
The following graph compares the “compensation actually paid” to the Chief Executive Officer and the average “compensation actually paid” to our other named executive officers to the Company TSR and Peer Group TSR for each fiscal year presented. The Compensation Committee does not consider Company TSR as a general matter when designing the Company’s executive compensation program. As described in more detail under “Executive Compensation – Narrative Discussion of Executive Compensation” above, the Compensation Committee does review stock performance when making compensation decisions but focuses on building long term shareholder value while at the same time acknowledging the cyclical nature of the Company’s business.
The following graph compares the “compensation actually paid” to the Chief Executive Officer and the average “compensation actually paid” to our other named executive officers to our net income as reported in our audited financial statements for each fiscal year presented. The Company does not use net income alone as a performance measure in the overall executive compensation program. However, the Compensation Committee considers net income among other metrics when determining annual salary adjustments and discretionary incentive bonuses.
The following graph compares the “compensation actually paid” to the Chief Executive Officer and the average “compensation actually paid” to our other named executive officers to our non-GAAP operating margin for each fiscal year presented. The Company does not use non-GAAP operating margin alone as a performance measure in the overall executive compensation program. However, the Compensation Committee considers non-GAAP operating margin among other metrics when determining annual salary adjustments and discretionary incentive bonuses.
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