Richard M. Hutson II
About Richard M. Hutson II
Richard M. Hutson II (age 84) has served on Investors Title Company’s board since 2008 and is currently the Lead Independent Director. He is a practicing attorney, principal of Hutson Law Office, P.A. since 2006 (successor to Hutson, Hughes & Powell P.A.), with a legal career dating to 1965. The board class term for Mr. Hutson expires in 2026; he was selected for extensive experience in corporate/business law, corporate restructuring, governance, and long-standing familiarity with the Company since its formation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hutson, Hughes & Powell P.A. (Durham, NC) | Principal | 1993–2006 | Corporate & business law leadership; governance and restructuring expertise |
| Various professional and civic organizations | Leadership roles | Not disclosed | Local and national organizations; governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hutson Law Office, P.A. | Principal | 2006–present | Successor firm to Hutson, Hughes & Powell P.A. |
No other public company directorships were disclosed for Mr. Hutson.
Board Governance
- Independence and leadership: The board determined Mr. Hutson is independent under Nasdaq standards; he serves as Lead Independent Director, presiding over executive sessions, acting as liaison to the Chair/CEO, approving information/agenda/schedules, and calling meetings of independent directors.
- Committees: Member, Compensation Committee (with David L. Francis and James H. Speed, Jr.); the committee met twice in fiscal 2024. Not a member of Audit or Nominating.
- Attendance: Board held four meetings in 2024; all incumbent directors attended at least 75% of board/committee meetings and all directors attended the 2024 Annual Meeting.
- Executive sessions: Independent directors meet in executive session periodically.
- Chair/CEO structure: Combined Chair/CEO roles (J. Allen Fine); the Lead Independent Director role is intended to counterbalance combined leadership.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $7,500 | Non-employee directors |
| Board meeting fee (per meeting) | $2,500 | In addition to travel expenses |
| Committee meeting fee (per meeting on non-board day) | $750 | Applies when committee meets on days other than board meeting day |
| Audit Committee chair retainer | $500 | Not applicable to Mr. Hutson (he is not Audit Chair) |
| 2024 cash fees paid to Mr. Hutson | $17,500 | Reported fees earned in 2024 |
Performance Compensation
| Equity Award | Grant Date | Number of SARs | Exercise Price | Vesting | Expiration | Grant-Date Fair Value |
|---|---|---|---|---|---|---|
| Stock Appreciation Rights (SARs) | May 15, 2024 | 750 | $160.94 | Vests in 4 quarterly installments starting June 30, 2024 | May 15, 2031 | $69,327 |
| Outstanding SARs (12/31/2024) | Vested (12/31/2024) |
|---|---|
| 3,750 | 3,562 |
Director SARs pay in shares equal to the spread at exercise; the company does not grant stock options to executive officers, and directors receive annual SAR grants under the 2019 Plan.
Other Directorships & Interlocks
| Company | Role | Committee Positions | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | No public company boards or disclosed interlocks for Mr. Hutson |
Expertise & Qualifications
- Corporate/business law, corporate restructuring, and governance; decades of legal practice since 1965.
- Detailed knowledge of Investors Title’s business dating to its formation.
- Independent director; Lead Independent Director responsibilities focused on board effectiveness.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Richard M. Hutson II | 8,436 | <1% | Includes 3,750 shares underlying SARs exercisable or exercisable within 60 days of April 1, 2025 |
| SARs Detail | Quantity | Status/Date |
|---|---|---|
| Outstanding SARs | 3,750 | 3,562 vested as of 12/31/2024 |
| Hedging/Pledging policy | — | Insiders prohibited from hedging and pledging company securities |
Governance Assessment
- Positives: Independent director serving as Lead Independent Director; clear duties that strengthen oversight and board independence in light of combined Chair/CEO roles. Attendance across the board met expectations, and the company reports no related-party transactions in 2023–2024. Hedging and pledging are prohibited for insiders, reducing alignment risks.
- Compensation/Alignment: Director pay combines modest cash retainers/meeting fees and annual SARs; Mr. Hutson’s 2024 mix was $17,500 cash and $69,327 SARs (grant-date fair value), aligning with shareholder returns via appreciation rights.
- Shareholder signals: Prior Say‑on‑Pay support was ~99% in 2022; board recommends triennial Say‑on‑Pay frequency, consistent with historical practice.
- RED FLAGS: None disclosed specific to Mr. Hutson (no related-party transactions, no hedging/pledging, meets independence). Note the combined Chair/CEO structure is balanced by an active Lead Independent Director role; continued board refreshment should be monitored given director ages and tenure mix.