James H. Speed, Jr.
About James H. Speed, Jr.
James H. Speed, Jr. (age 71) is an independent director of Investors Title Company (ITIC) and has served on the Board since 2010; his current term runs to the 2028 Annual Meeting . He is a Certified Public Accountant and former President & Chief Executive Officer of North Carolina Mutual Life Insurance Company, retiring in December 2015 . His core credentials center on executive leadership in insurance, public accounting, and finance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| North Carolina Mutual Life Insurance Company | President & CEO | Retired December 2015 (start date not disclosed) | Led the oldest and largest U.S. life insurer with roots in the African-American community; deep insurance and finance background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Investors Title Company | Director | 2010–present; term to 2028 | Independent director |
| Brown Capital Management Funds | Director/Trustee | Past five years | Registered investment company board service |
| Centaur Mutual Funds | Director/Trustee | Past five years | Registered investment company board service |
| Chesapeake Investment Trust | Director/Trustee | Past five years | Registered investment company board service |
| Hillman Capital Management Investment Trust | Director/Trustee | Past five years | Registered investment company board service |
| Starboard Investment Trust | Director/Trustee | Past five years | Registered investment company board service |
| WST Investment Trust | Director/Trustee | Past five years | Registered investment company board service |
Board Governance
- Independence: The Board determined Mr. Speed is “independent” under Nasdaq standards and ITIC’s Board Independence Standards .
- Committees: Member, Compensation Committee (3 members: Francis, Hutson, Speed) and Nominating Committee (3 members: Coley, Francis, Speed) .
- Chair roles: Not disclosed as a chair of any committee; Audit Committee chair is Elton C. Parker, Jr. .
- Attendance/Engagement: Board held 4 meetings in FY2024; all incumbent directors attended at least 75% of aggregate Board/committee meetings and all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors hold periodic executive sessions .
- Lead Independent Director: Richard M. Hutson II serves as Lead Independent Director with defined duties over agendas, exec sessions, and liaison functions .
- Risk oversight: Compensation Committee (member: Speed) monitors risks from compensation policies; Nominating Committee (member: Speed) oversees governance/Board composition risks .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $7,500 | Non-employee directors |
| Board Meeting Fee (per meeting) | $2,500 | In addition to travel expenses |
| Committee Meeting Fee (if held on a different day) | $750 | Per committee meeting |
| Audit Committee Chair Retainer | $500 | Additional annual retainer (not applicable to Speed) |
| 2024 Cash Fees Earned – Speed | $17,500 | Disclosed fees earned by Speed for FY2024 |
Performance Compensation
| Instrument | Grant Date | Number of SARs | Exercise Price | Vesting | Expiration | Grant-Date Fair Value |
|---|---|---|---|---|---|---|
| Stock Appreciation Rights (annual director grant) | May 15, 2024 | 750 | $160.94 | Vests in 4 quarterly installments beginning June 30, 2024 | May 15, 2031 | Included in “Option Awards” |
| 2024 “Option Awards” (SARs) – Speed | — | — | — | — | — | $69,327 |
Equity award practices: ITIC grants annual SARs to non-employee directors; upon exercise, payout equals the difference between closing price before exercise and the exercise price, settled in shares; SARs vest quarterly and expire in 7 years . ITIC prohibits insiders from hedging and pledging company securities, reinforcing alignment .
Other Directorships & Interlocks
| Company/Entity | Nature of Relationship | Potential Interlock/Conflict |
|---|---|---|
| Multiple mutual fund complexes (Brown Capital Management Funds, Centaur Mutual Funds, Chesapeake Investment Trust, Hillman Capital Management Investment Trust, Starboard Investment Trust, WST Investment Trust) | Director/Trustee | No ITIC-related business disclosed; routine RIC board service |
| Law firm Poyner Spruill LLP (Dempster is a Partner; firm provided services to ITIC) | Board colleague’s firm | Board affirmed Dempster’s independence despite services; no Speed-related transaction disclosed |
Expertise & Qualifications
- Certified Public Accountant; extensive experience in finance, public accounting, and insurance; former CEO of a life insurer .
- Board qualifications emphasize executive leadership and financial acumen; selected for strong executive background and insurance expertise .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Notes |
|---|---|---|---|
| James H. Speed, Jr. | 7,277 | <1% | Includes 4,500 shares he has the right to purchase under SARs exercisable within 60 days of April 1, 2025 |
| SARs Outstanding (12/31/2024) | 5,250 | — | 5,062 vested for Speed at year-end |
Hedging/Pledging: Insiders are prohibited from hedging or pledging company stock; no pledges or hedges disclosed for Speed .
Ownership guidelines: No director stock ownership guidelines disclosed; ITIC publishes independence standards and prohibits hedging/pledging .
Governance Assessment
- Alignment: High equity component via annual SARs (~$69k grant-date value vs $17.5k cash in 2024), promoting market-based alignment; hedging/pledging prohibitions strengthen investor alignment .
- Independence/Committees: Independent director with roles on Compensation and Nominating—positions central to pay design and board refresh; no consultant used by Compensation Committee, indicating discretion-led approach .
- Attendance/Engagement: Meets engagement expectations (≥75% attendance; annual meeting attendance) .
- Conflicts/Related Parties: No reportable related-person transactions in 2023–2024; related-party approvals require disinterested director majority; loans to directors prohibited; no Speed-specific conflicts disclosed .
- Say-on-Pay: Prior say-on-pay approved with ~99% support in May 2022; Board recommends triennial frequency, consistent with prior practice—signals shareholder acceptance of governance approach .
Risk Indicators & Red Flags
- No legal proceedings, hedging/pledging, or related-party transactions involving Speed disclosed; no director-specific red flags identified .
- Compensation Committee does not use a consultant and relies on discretion, which can reduce formulaic transparency, but independence of members and triennial say-on-pay support mitigate concern .
Compensation Committee Analysis
- Composition: Francis, Hutson, Speed; all independent under Nasdaq standards .
- Consultant: None retained; decisions guided by program objectives, committee judgment, and discretion recognizing the cyclical business nature .
- Oversight: Reviews CEO compensation separately; assesses risk in compensation policies; authority to retain advisors exists though not used .
Additional Context
- Board leadership: Combined Chair/CEO (J. Allen Fine) with a Lead Independent Director (Hutson) moderating independent oversight .
- Executive sessions: Held periodically by independent directors to ensure robust oversight .
- Audit oversight: Audit Committee chaired by Elton C. Parker, Jr.; Speed is not an Audit Committee member .
Overall Implication for Investors
- Speed’s profile (CPA; ex-insurance CEO) supports board effectiveness in compensation and nomination/governance domains. Equity-based director pay, independence, and attendance are positive signals; absence of related-party issues and strict hedging/pledging prohibitions support investor confidence .