J. Allen Fine
About J. Allen Fine
Founder, Chairman, and Chief Executive Officer of Investors Title Company; age 90; director since 1973; served as President of Investors Title Insurance Company until February 1997, then named CEO; continues as CEO and Chairman across the parent and key subsidiaries . Compensation philosophy emphasizes long-term shareholder value with significant discretion and low emphasis on short-term stock price; executive equity grants have not been used in recent years, and no outstanding equity awards existed for named executives as of year-end 2024 . Company performance over 2022–2024 improved on both earnings and shareholder returns: net income rose from $23.9M (2022) to $31.1M (2024) and the TSR index value (base $100 at 12/31/2021) increased from 108.78 (2022) to 136.68 (2024) . Governance features include combined CEO/Chair roles balanced by a Lead Independent Director, plus prohibitions on insider hedging and pledging of company stock .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Investors Title Company | Chairman & CEO | Chairman since incorporation; CEO current | Founder/organizer; strategic, operational leadership for the enterprise . |
| Investors Title Insurance Company | President (prior), CEO (current), Chairman | President until Feb 1997; CEO thereafter; Chairman since incorporation | Led core title insurance operations; transition to CEO role in 1997 . |
| National Investors Title Insurance Company | Chairman & CEO | Chairman since incorporation; CEO current | Oversight of national title platform . |
| Investors Title Exchange Corp., Investors Capital Management Co., Investors Trust Co. | Chairman (various entities) | Current | Chairs affiliated businesses supporting exchange, asset management, trust services . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Affiliated subsidiaries (ITEC, ICMC, ITC) | Chairman | Current | Affiliated entities within ITIC group; not external public company directorships . |
Board Governance
- Dual role: Combined CEO and Chairman; Board determined structure appropriate given founder status and unified leadership; Lead Independent Director (Richard M. Hutson II) presides over executive sessions and agenda-setting .
- Independence and committees: Audit, Compensation, and Nominating Committees are composed of independent directors as defined by Nasdaq; Audit members are designated “financial experts” .
- Attendance: Board held four meetings in 2024; all incumbent directors attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Family relationships: Mr. Fine is father of executives/directors James A. Fine, Jr. and W. Morris Fine, a governance consideration for independence and succession planning .
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 558,500 | 100,000 | 72,733 | 731,233 |
| 2024 | 576,167 | 300,000 | 52,529 | 928,696 |
Details (2024 “All Other Compensation”): 401(k) contributions $10,350; supplemental retirement cash payment $15,038; life/health insurance $9,816; personal use of company vehicle $17,325 . Base salary increases for 2024 were 3.0% for named executives, reflecting cost of living adjustments .
Performance Compensation
- Structure: Annual incentive bonuses are discretionary, not governed by fixed formulas; the Committee considers company objectives, financial performance (including revenue and net income), and executive contributions; 2024 bonus for Mr. Fine was $300,000 cash .
- Equity: No grants to named executive officers in 2024; no outstanding equity awards as of 12/31/2024 .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual incentive (cash) | Discretionary (no fixed formula) | Not disclosed | Committee assessment vs multi-factor objectives | $300,000 (2024) | N/A (cash) |
| Equity (SARs/RSUs/PSUs) | N/A in 2024 | N/A | No grants | $0 | N/A |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of 4/1/2025) | 196,475 shares; 10.42% of class . |
| Ownership structure | Includes 151,099 shares held by an LLC managed by Mr. Fine with sole voting/investment power . |
| Vested vs unvested equity | No outstanding equity awards for named executives as of 12/31/2024 . |
| Options/SARs (executive) | None outstanding; no grants in 2024 . |
| Hedging/Pledging | Prohibited for insiders; no holding in margin or pledge permitted . |
Implications: High inside ownership aligns incentives and, coupled with no unvested equity and prohibitions on pledging/hedging, suggests low mechanical selling pressure from vesting or margin activity .
Employment Terms
| Scenario | Severance/Cash | Equity | Benefits/Other | Notes |
|---|---|---|---|---|
| Death, disability, or retirement | 3x highest base salary and 3x average of three highest bonuses (except death excludes salary/bonus multiples) | Accelerated vesting in full | Continued health coverage for Mr. and spouse at no cost until death | Death benefit plan also provides lump-sum per separate agreements . |
| Termination without cause or for good reason | 5x highest base salary and 5x average of three highest bonuses | Accelerated vesting in full | Continued health coverage (as above) | Requires release; subject to restrictive covenants . |
| Change in control (no termination) | Base salary increases 100%; lump-sum “CIC Bonus” equal to 3x highest base salary (pre-CIC doubling) plus 3x average of three highest bonuses, paid at closing | Accelerated vesting in full | Continued health coverage (as applicable) | If later terminated without cause/for good reason within 6 months of CIC, severance reduced by CIC Bonus paid . |
| Termination for cause | Salary through termination (plus 30 days after notice if later) and accrued nonqualified benefits | None beyond accrued | — | “Cause” and “Good Reason” defined in agreement . |
Additional terms:
- 2-year non-compete and non-solicit covenants as conditions for severance .
- Excess parachute payment cutback to preserve deductibility (no tax gross-up) .
- Clawback policy (NASDAQ-compliant): recovers excess incentive-based compensation upon a restatement over a 3-year lookback period .
- Separate Death Benefit Plan: on death, pays 3x highest base salary plus 3x average of three highest bonuses within 60 days; other family coverage details for relatives are specified (separate agreements for other named executives) .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($) | 257,232,000* | 183,965,000* | 217,521,000* |
| EBITDA ($) | 33,630,000* | 30,147,000* | 43,740,000* |
| Net Income ($) | 23,903,000 | 21,685,900 | 31,073,000 |
| TSR index (Value of $100 invested at 12/31/2021) ($) | 108.78 | 124.27 | 136.68 |
- Values retrieved from S&P Global.
Highlights:
- 2024 net income recovered to $31.1M amid cyclical headwinds, with TSR compounding from 108.78 to 136.68 over 2022–2024 .
- Management emphasizes long-term value creation vs short-term stock moves; Committee considers net income among other factors in bonus decisions .
Say-on-Pay & Shareholder Feedback
- Last triennial Say‑on‑Pay vote (May 2022) received approximately 99% approval; the Committee viewed this as support for its approach and made no specific program changes in response .
- Board recommends Say‑on‑Pay frequency of every three years and is seeking an advisory vote on frequency at the 2025 annual meeting .
Compensation Structure Analysis
- Cash‑heavy mix: Salary + discretionary cash bonus comprise nearly all compensation; no equity grants to named executives in 2024 and no outstanding equity awards at year‑end 2024, limiting dilution and vesting‑related selling pressure .
- 2024 pay changes: Base salary increased ~3% YoY; annual cash bonus increased to $300,000 (from $100,000 in 2023), reflecting Committee recognition of performance through cyclical conditions .
- Discretion over formulas: Committee relies on judgment rather than fixed metrics/weights, citing the cyclical nature of the business; places relatively low emphasis on short-term stock performance .
- Clawback/hedging/pledging: Robust guardrails now in place; clawback adopted per Nasdaq; insider hedging and pledging prohibited .
Related Party Transactions
- No reportable related person transactions in fiscal 2023 and 2024, per Item 404 policy; loans/guarantees to directors and executive officers are prohibited .
- Noted family relationships among top executives/directors (father and sons), a governance factor considered by investors .
Investment Implications
- Alignment: 10.42% beneficial ownership by the CEO coupled with bans on hedging/pledging indicates strong long-term alignment and low mechanical selling pressure from margin or vesting; absence of executive equity grants further reduces technical overhang risk .
- Governance: Combined CEO/Chair role is mitigated by an active Lead Independent Director and independent committees, but investors may weigh this alongside family leadership dynamics and succession risk (age 90) in governance assessments .
- Retention/change-in-control: Severance multiples (up to 5x salary and 5x bonus) and single‑trigger CIC bonus/base salary doubling create strong retention but also elevate potential parachute costs; presence of clawback, non‑compete/non‑solicit, and excess parachute cutback partially offsets risk .
- Performance lens: Earnings and TSR improved 2022–2024; Committee’s discretionary framework links cash bonuses to broader objectives and net income amidst industry cyclicality—this can smooth compensation through cycles but may be critiqued by investors seeking formulaic pay-for-performance alignment .