James E. Scott
About James E. Scott
James E. Scott (age 63) is an independent director of Investors Title Company, serving since 2023 with his current term expiring at the 2027 annual meeting. A Certified Public Accountant, he retired in 2021 after 37 years as a tax partner at Ernst & Young LLP and currently provides consulting services to corporate clients, including EY, bringing deep expertise in tax planning/reporting and oversight to ITIC’s Audit Committee, where he is designated an “audit committee financial expert.” He was appointed to the Board on March 3, 2023 and serves on the Audit Committee alongside Tammy F. Coley and Elton C. Parker Jr.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Tax Partner | 37 years; retired 2021 | Advised large public/private companies on tax planning/reporting; led global service and delivery teams |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ernst & Young LLP | Consultant | 2021–present | Consulting services to corporate clients; currently consultant for EY |
Board Governance
- Independence: Determined independent under Nasdaq standards and ITIC independence standards; also an Audit Committee member and designated “audit committee financial expert.”
- Committee assignments: Audit Committee member (Coley, Parker, Scott); Audit met 7 times in 2024; Scott is not the chair (chair: Elton C. Parker Jr.).
- Attendance: The Board met 4 times in 2024; all incumbent directors attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting.
- Board leadership: Combined CEO/Chair (J. Allen Fine); Lead Independent Director role held by Richard M. Hutson II with defined duties (exec sessions, liaison, agenda approval).
- Executive sessions: Independent directors hold periodic executive sessions.
- Shareholder votes: Scott re-elected in 2024 with 1,283,757 “FOR” votes (171,555 withheld; 222,985 broker non-votes). 2025 say-on-pay received strong support (1,408,191 “FOR” vs 23,694 “AGAINST”). Frequency voted “every three years.”
Fixed Compensation
- Program structure (non-employee directors): Annual retainer $7,500; Board meeting fee $2,500 per meeting; committee meeting fee $750 (only if on a non-Board day); Audit Committee chair receives an extra $500 retainer; employee directors receive no fees.
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2023 | 20,500 | Reflects retainer and meeting fees under program |
| 2024 | 22,750 | Reflects retainer and meeting fees under program |
Performance Compensation
- Equity vehicle: Stock Appreciation Rights (SARs) under 2019 Plan (deliver stock equal to appreciation over exercise price); annual director grant of 750 SARs at each annual meeting; vest in four quarterly tranches; expirations 7 years from grant.
- Scott’s grants:
- Mar 3, 2023 appointment grant: 750 SARs at $159.58; fully vested at grant; expire May 18, 2029.
- May 17, 2023 annual grant: 750 SARs at $140.10; vest quarterly from Jun 30, 2023; expire May 17, 2030.
- May 15, 2024 annual grant: 750 SARs at $160.94; vest quarterly starting Jun 30, 2024; expire May 15, 2031.
| Grant Date | Instrument | # SARs | Exercise Price | Vesting Schedule | Expiration | Grant-Date Fair Value |
|---|---|---|---|---|---|---|
| Mar 3, 2023 | SARs | 750 | $159.58 | Fully vested at grant | May 18, 2029 | Included in 2023 total ($76,830 for Scott) |
| May 17, 2023 | SARs | 750 | $140.10 | 4 quarterly tranches from Jun 30, 2023 | May 17, 2030 | Included in 2023 total ($76,830 for Scott) |
| May 15, 2024 | SARs | 750 | $160.94 | 4 quarterly tranches from Jun 30, 2024 | May 15, 2031 | 2024 director option award $69,327 (total) |
Performance metrics: No director PSUs/options tied to explicit operational targets (e.g., EBITDA, TSR percentiles); director equity is SARs with value tied to stock price appreciation; no separate formulaic performance metrics disclosed for directors.
Other Directorships & Interlocks
| Company/Organization | Role | Committees | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or interlocks disclosed for Scott beyond ITIC. |
Expertise & Qualifications
- Certified Public Accountant; extensive tax planning/reporting experience; led global service teams at EY.
- Audit Committee Financial Expert under SEC rules; financially literate per Nasdaq standards.
- Brings tax and financial controls expertise to oversight of financial reporting, internal controls, and audit processes.
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Class | SARs Count | SARs Vested | SARs Unvested |
|---|---|---|---|---|---|
| Apr 1, 2024 | 1,600 | <1% | 1,500 | 1,312 (Dec 31, 2023) | 188 (Dec 31, 2023) |
| Apr 1, 2025 | 2,350 | <1% | 2,250 | 2,062 (Dec 31, 2024) | 188 (Dec 31, 2024) |
- Hedging/pledging: Prohibited for insiders; no margin accounts or pledging of company securities allowed.
Governance Assessment
- Strengths:
- Independent director with CPA background and designated Audit Committee Financial Expert; enhances financial oversight quality.
- Active Audit Committee participation (7 meetings in 2024); Board/committee attendance standards met.
- Equity-linked director pay via SARs aligns with shareholder returns; modest cash retainers reduce fixed pay risk.
- Strong shareholder support: re-elected in 2024; robust say-on-pay approval in 2025; frequency set to every three years.
- No related-party transactions involving Scott reported in 2023–2024; robust related-party review policy overseen by Audit Committee.
- Risks/Watch items:
- Combined CEO/Chair structure may centralize power; mitigated by Lead Independent Director role and periodic executive sessions.
- Family-managed company with substantial insider ownership could create perceived entrenchment; continued emphasis on independent director oversight is important.
- Director compensation program uses SARs; although aligned, absence of explicit performance metrics for directors (beyond stock appreciation) limits pay-for-performance levers.
- RED FLAGS: None directly attributable to Scott (no pledging/hedging, no related-party ties, attendance compliant, independence affirmed).
Notes and Additional Context
- Committee composition and independence: Audit (Coley, Parker, Scott); Compensation (Francis, Hutson, Speed; independent; no compensation consultant); Nominating (Coley, Francis, Speed; independent).
- Board diversity and governance practices disclosed; risk oversight framework with committee delineations.