James A. Fine, Jr.
About James A. Fine, Jr.
James A. Fine, Jr. is President, Chief Financial Officer, and Treasurer of Investors Title Company (ITIC) and serves on the Board of Directors (age 62; director since 1997; current term to expire at the 2027 annual meeting) . He has extensive title insurance industry, operations, marketing, investment strategy, and executive management experience, and is the son of CEO/Chairman J. Allen Fine and brother of executive W. Morris Fine . Company net income improved to $31.1M in 2024 from $21.7M in 2023 (2022: $23.9M), and pay-versus-performance TSR benchmarks rose from 124.27 to 136.68 for $100 invested, contextualizing compensation decisions in a cyclical business .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Investors Title Company | President, CFO & Treasurer; Director | Director since 1997; past five years in executive roles | Finance leadership and strategy across holding company |
| Investors Title Insurance Company (subsidiary) | Executive Vice President, CFO & Treasurer | Past five years | Financial oversight for core title underwriting operations |
| National Investors Title Insurance Company (subsidiary) | Executive Vice President & CFO | Past five years | Financial leadership for subsidiary underwriting operations |
| Investors Title Management Services, Inc. (subsidiary) | Executive Vice President | Past five years | Operational and strategic execution support |
| Investors Title Exchange Corporation (subsidiary) | President | Past five years | 1031 exchange services oversight |
| Investors Title Accommodation Corporation (subsidiary) | President | Past five years | Exchange and accommodation services oversight |
| Investors Trust Company (subsidiary) | Chief Executive Officer | Past five years | Trust and investment management leadership |
| Investors Capital Management Company (subsidiary) | Chief Executive Officer | Past five years | Asset management leadership |
External Roles
No external public-company directorships or external committee roles disclosed for James A. Fine, Jr. in the latest proxies; the company’s disclosures note only past five years of service within ITIC and subsidiaries .
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 457,500 | 479,000 | 494,083 |
| All Other Compensation ($) | 76,164 | 72,714 | 44,963 |
| Total Cash + Other ($) | 1,533,664 | 651,714 | 839,046 |
Notes:
- 2023 salary increases were 3.9% (cost-of-living); 2024 salary increased 3.0% (cost-of-living) .
- All Other Compensation includes 401(k) contributions, supplemental retirement cash payments, insurance, and personal use of company vehicle (with individual dollar breakdowns provided) .
Performance Compensation
| Year | Bonus ($) | Structure | Metrics Considered | Vesting |
|---|---|---|---|---|
| 2022 | 1,000,000 | Discretionary | Long- and short-term objectives; shareholder value accretion; cyclicality considered; not formulaic | Cash; no vesting disclosed |
| 2023 | 100,000 | Discretionary | Progress toward objectives; judgment vs fixed targets; at-risk pay generally 55%–70% of potential cash comp | Cash; no vesting disclosed |
| 2024 | 300,000 | Discretionary | Recognition for navigating challenging conditions while investing for competitiveness and efficiency | Cash; no vesting disclosed |
Key design features:
- No fixed formulas; Compensation Committee exercises discretion, emphasizing long-term shareholder value and cyclical industry dynamics .
- No equity awards (options/SARs/RSUs) granted to named executive officers in 2023–2024; no outstanding executive equity awards at year-end 2023–2024 .
Equity Ownership & Alignment
| Metric | Apr 1, 2024 | Apr 1, 2025 |
|---|---|---|
| Beneficially owned shares | 178,491 | 178,491 |
| Ownership % of shares outstanding | 9.47% (based on 1,883,860 outstanding) | 9.46% (based on 1,886,268 outstanding) |
| Notable holdings detail | Includes 95,000 shares held via an entity jointly controlled with W. Morris Fine; plus 515 shares held by spouse and 1,525 by other family members | Same breakdown disclosed; joint entity stake reflected in both brothers’ beneficial ownership |
| Hedging/Pledging policy | Insiders prohibited from hedging and from pledging or margining company securities | |
| Director fees | Employee-directors receive no additional board compensation |
No executive equity grants or outstanding awards for James A. Fine, Jr. were disclosed at FY-end 2023–2024; thus, no vesting-driven selling pressure is implied from equity award schedules .
Employment Terms
| Provision | Terms (James A. Fine, Jr.) |
|---|---|
| Agreement | Amended and restated effective May 4, 2022 (subsidiary Investors Title Insurance Company) |
| Severance – death/disability/retirement | Lump sum of 3× highest base salary and 3× average of three highest annual bonuses; accelerated vesting of any unvested equity; continued health coverage for spouse and dependent children; transfer of any company-owned life insurance policies on his life |
| Severance – termination without cause or for good reason | Lump sum of 5× highest base salary and 5× average of three highest annual bonuses; accelerated vesting; continued health coverage (plus dependent coverage and policy transfer, per above) |
| Change-in-control (CIC) | Agreement substantially identical to CEO’s CIC terms: single-trigger CIC bonus at 3× highest base salary (excluding CIC doubling) + 3× average of three highest bonuses; base salary doubling on CIC even without termination; if later terminated without cause/for good reason within six months post-CIC, amounts due reduced by CIC bonus already paid |
| Tax gross-up | No gross-ups; payments reduced to avoid “excess parachute payments” under IRC; cutback provision |
| Restrictive covenants | Two-year non-compete and two-year non-solicitation required for severance eligibility; release required |
| Clawback | Board-adopted clawback in 2023 requiring recovery of certain incentive compensation following a material noncompliance restatement (three completed fiscal years look-back), administered by the Compensation Committee |
Board Governance
- Board service: Director since 1997; term to expire in 2027 (nominated and elected in 2024 cycle) .
- Independence: Not independent (management director); independent directors identified separately; executive sessions of independent directors held periodically .
- Committees: Audit, Compensation, and Nominating Committees exist; committee memberships are independent directors—James A. Fine, Jr. not listed on any committee .
- Attendance: All incumbent directors attended at least 75% of Board/committee meetings in 2023 and 2024 .
- Board leadership: CEO/Chairman roles combined (J. Allen Fine); Lead Independent Director (Richard M. Hutson II) presides at executive sessions and liaises with independents .
- Related party transactions: None reportable in 2022–2024 .
- Say-on-Pay: 99% approval at May 2022; Company proposes Say-on-Pay frequency every three years and recommended “Every Three Years” in 2025 .
Company Performance Context (for compensation alignment)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 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 – $100 initial (Company TSR) | 108.78 | 124.27 | 136.68 |
Values marked with * retrieved from S&P Global.
Compensation Structure Analysis
- Mix and trends: 2024 cash bonus rebounded to $300,000 from $100,000 in 2023 (after a higher 2022 bonus), consistent with discretionary design responding to performance and macro conditions .
- Equity usage: No executive equity awards in 2023–2024; zero outstanding executive equity awards—reduces vesting-driven sell pressure but limits direct equity-at-risk incentives .
- Governance features: 2023 clawback policy; hedging/pledging prohibition; no external compensation consultant; committee discretion emphasized given cyclicality .
- CIC economics: Single-trigger CIC bonus and base salary doubling at CIC even without termination; large severance multiples (5× salary and 5× bonus) under termination scenarios—material change-in-control and severance value .
Risk Indicators & Red Flags
- Family-led management and board roles (CEO is father; brother is executive) present governance independence considerations; mitigants include Lead Independent Director and independent committees .
- Single-trigger CIC elements and high severance multiples may be shareholder-unfriendly and can create sale-event incentives; though cutback prevents excess parachute payments .
- Hedging/pledging prohibited by policy—reduces alignment risk; no reportable related party transactions in recent years .
- No equity awards for named executive officers in recent years—limits long-term equity alignment levers but family share ownership is significant .
Say-on-Pay & Shareholder Feedback
| Item | Detail |
|---|---|
| 2022 Say-on-Pay result | ~99% approval |
| Frequency recommendation (2025) | Board recommends every three years; advisory vote on frequency held in 2025 |
Employment & Contracts Summary (quick reference)
| Clause | Multiple/Term | Trigger |
|---|---|---|
| Severance (death/disability/retirement) | 3× highest base; 3× avg top 3 bonuses; accelerated vesting; spouse/dependent coverage; life policy transfer | Death/disability/retirement |
| Severance (without cause/for good reason) | 5× highest base; 5× avg top 3 bonuses; accelerated vesting; spouse/dependent coverage; life policy transfer | Termination without cause or for good reason |
| CIC bonus and salary | CIC bonus (3× highest base + 3× avg top 3 bonuses); base salary doubled at CIC without termination; cutback to avoid excess parachute | Change in control (single-trigger benefits; reduction if later severed and CIC bonus already paid) |
| Restrictive covenants | 2-year non-compete; 2-year non-solicit; release required | Condition to severance eligibility |
| Clawback | 3-year look-back on incentive comp after restatement | SEC/Nasdaq-aligned policy |
Investment Implications
- Alignment: Significant personal share ownership (~9.5%) and anti-hedging/pledging policy indicate strong skin-in-the-game and reduced misalignment risk; absence of recent executive equity awards may limit direct long-term equity incentives but family ownership is a powerful substitute .
- Retention risk: Two-year non-compete/non-solicit and sizable severance/CIC protections reduce retention risk and may stabilize leadership through cycles; however, single-trigger CIC economics could incentivize sale events .
- Trading signals: No vesting-related supply overhang from executive equity awards; discretionary bonuses increasing with improved net income and TSR trajectory (2024 vs 2023) suggest management confidence amid cyclical recovery .
- Governance: Family-led structure requires robust independent oversight; presence of Lead Independent Director, independent committees, clawback, and say-on-pay support partially mitigate independence concerns .