W. Morris Fine
About W. Morris Fine
W. Morris Fine, age 58, is Executive Vice President and Secretary of Investors Title Company and serves on the Board of Directors (director since 1999; current term to 2026). He is also President and COO of Investors Title Insurance Company and National Investors Title Insurance Company, and holds multiple senior roles across ITIC subsidiaries; he has a background in public accounting and extensive operations and marketing experience . Company-level performance disclosures show cumulative TSR value rising from $108.78 in 2022 to $136.68 in 2024 and net income increasing from $21.7M in 2023 to $31.1M in 2024, which the Compensation Committee considers among other metrics when determining pay, within a discretionary framework recognizing the cyclical nature of the business . Education details are not disclosed in the proxy.
Past Roles
Not disclosed in proxy; current roles across ITIC and subsidiaries are detailed below .
External Roles
Not disclosed as external (non-ITIC) positions in the proxy; listed roles are within the Company’s subsidiaries .
Fixed Compensation
Multi-year compensation for W. Morris Fine:
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $479,000 | $494,083 |
| Bonus ($) | $100,000 | $300,000 |
| All Other Compensation ($) | $78,489 | $49,326 |
| Total ($) | $657,489 | $843,409 |
Breakdown of “All Other Compensation” for 2024:
| Component | 2024 |
|---|---|
| 401(k) Contributions ($) | $10,350 |
| Supplemental Retirement Cash Payment ($) | $11,639 |
| Life and Health Insurance ($) | $12,682 |
| Personal Use of Company Vehicle ($) | $14,656 |
| Total ($) | $49,326 |
Notes:
- Base salary increases in 2024 were 3.0% for named executives, reflecting cost-of-living adjustments .
- Named executive officers receive standard benefits and perquisites (group insurance, 401(k) contributions, company vehicle policy) .
Performance Compensation
The Compensation Committee uses discretionary annual cash incentives to reward attainment of Company objectives, avoiding fixed formulas due to business cyclicality; no long-term equity incentives (SARs/options) were granted to executive officers in 2023–2024 .
| Incentive Type | Metric | Weighting | Target | Actual | Payout Timing | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (2023) | Discretionary based on Company objectives; Committee considers net income among other metrics | Not disclosed | Not disclosed | $100,000 | Cash, paid for fiscal year | N/A (cash) |
| Annual Cash Bonus (2024) | Discretionary based on Company objectives; Committee considers net income among other metrics | Not disclosed | Not disclosed | $300,000 | Cash, paid for fiscal year | N/A (cash) |
| Long-Term Equity Awards | None granted to NEOs in 2023–2024 | — | — | — | — | — |
| Clawback Policy | Applies to incentive-based compensation for prior 3 completed fiscal years upon restatement per Nasdaq rules | — | — | — | — | — |
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Total Beneficial Ownership (shares) | 178,804 |
| Ownership % of Class | 9.48% (based on 1,886,268 shares entitled to vote) |
| Components | Includes 95,000 shares held via an LLC jointly with James A. Fine, Jr.; plus 470 shares held by spouse and 3,577 by other family members |
| Vested vs. Unvested Shares | No outstanding equity awards as of 12/31/2024 (no unvested) |
| Options/SARs (Executive) | No SARs/options granted to executive officers in 2023–2024; none outstanding |
| Hedging/Pledging Policy | Prohibited for insiders; no margin or pledging collateral; no puts/calls allowed |
| Ownership Guidelines | Not disclosed in proxy |
High insider ownership aligns incentives; prohibitions on hedging/pledging reduce misalignment risk .
Employment Terms
Employment agreements (amended and restated effective May 4, 2022) for W. Morris Fine are substantially identical to those of J. Allen Fine, with specified differences noted below .
| Scenario | Key Economics |
|---|---|
| Termination due to Death/Disability/Retirement | Lump sum 3x highest base salary + 3x average of three highest annual bonuses; accelerated vesting of all unvested equity; continued participation in health insurance for dependents; transfer of company-owned life insurance policies to executive’s estate per agreement |
| Termination by Company without Cause or by Executive for Good Reason | Lump sum 5x highest base salary + 5x average of three highest annual bonuses; accelerated vesting of all unvested equity; continued health insurance coverage |
| Change in Control (No Termination) | Base salary increased by 100%; CIC Bonus equal to 3x highest base salary (excluding the doubling) + 3x average of three highest annual bonuses, paid at closing; amounts later reduced by CIC Bonus if termination occurs within six months post-CIC |
| Good Reason Definition | Includes material salary reduction, relocation >50 miles, material breach, failure of successor to assume agreement, material adverse change in title/authority/duties or reporting structure; cure provisions apply |
| Conditions to Severance | Release of claims; 2-year non-compete; 2-year non-solicitation |
| Death Benefit Plan | Additional lump sum mechanism: for W. Morris Fine’s beneficiary, $2,000,000 adjusted by specified offsets (salary/bonus multiples, healthcare costs for spouse/dependents) and increases by amounts accrued on company books per items (a)-(d) |
Excess parachute payments are reduced to avoid nondeductibility under the Internal Revenue Code .
Board Governance
| Attribute | Detail |
|---|---|
| Board Service | Director since 1999; term to expire 2026 |
| Independence | Inside director (executive officer); not listed among independent directors |
| Committee Roles | Not listed as a member of Audit, Compensation, or Nominating Committees (committees comprised of independent directors) |
| Board Meeting Attendance | All incumbent directors attended ≥75% of Board/committee meetings in 2024 |
| Dual-Role Context (Company-level) | CEO also serves as Chairman (J. Allen Fine); Lead Independent Director in place (Richard M. Hutson II) to mitigate governance concerns |
| Executive Sessions | Independent directors hold periodic executive sessions |
| Director Compensation (Employees) | Employee directors (incl. W. Morris Fine) receive no board fees or SARs under director program |
Director Compensation
Employee directors are not paid fees or SARs for board service; director compensation applies only to non-employee directors .
Say-on-Pay & Shareholder Feedback
- 2022 Say-on-Pay received ~99% approval, affirming support for the compensation approach; Committee made no specific changes in response .
- 2025 includes advisory Say-on-Pay vote and a frequency vote; Board recommends Say-on-Pay every three years .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Company TSR – Value of $100 Investment | $108.78 | $124.27 | $136.68 |
| Net Income ($) | $23,903,000 | $21,685,900 | $31,073,000 |
Narrative context: The Compensation Committee reviews stock performance and net income among other measures but emphasizes long-term shareholder value and acknowledges business cyclicality in designing compensation .
Risk Indicators & Red Flags
- Hedging and pledging prohibited for insiders; margin accounts disallowed .
- No related party transactions reported in 2023–2024 .
- Clawback policy adopted in 2023 per Nasdaq rules for incentive-based compensation .
- Options/SAR repricing/modification: none disclosed for executive officers; no outstanding executive equity awards at year-end 2024 .
- Family management structure (CEO is father; President/CFO is brother) may raise independence considerations, mitigated by independent committees and Lead Independent Director .
Compensation Structure Analysis
- Shift to cash-heavy, discretionary bonuses (no executive equity grants in 2023–2024) increases near-term cash compensation vs. at-risk equity; Committee targets 55–70% of potential total cash compensation as at-risk via annual incentive .
- No use of external compensation consultants; compensation is designed and determined with discretion given cyclicality of core title business .
- Strong insider ownership aligns pay with long-term value creation; hedging/pledging prohibitions support alignment .
Equity Ownership & Alignment (Detail Table)
| Item | Amount |
|---|---|
| Shares Beneficially Owned | 178,804 |
| % of Outstanding Shares | 9.48% |
| Joint LLC Holdings | 95,000 (shared with James A. Fine, Jr.) |
| Spouse/Family Holdings Included | 470 (spouse) and 3,577 (other family) |
| Pledged Shares | Prohibited by policy |
| Hedging | Prohibited by policy |
| Vested/Unvested Equity | No outstanding executive equity awards as of 12/31/2024 |
| Options/SARs | None granted to executive officers in 2023–2024 |
Investment Implications
- Alignment: High insider ownership (9.48%) and prohibition on hedging/pledging support long-term alignment; absence of executive equity grants reduces vesting-related selling pressure signals .
- Retention/Change-in-Control: Generous severance (5x salary + 5x bonus) and CIC provisions (100% salary increase plus 3x salary + 3x bonus lump sum at closing) reduce retention risk but may elevate entrenchment risk; parachute payments are cut to avoid nondeductibility .
- Pay-for-Performance: Discretionary, cash-based bonus framework allows responsiveness to cyclicality; Committee considers net income among other metrics; 2024 bonus increased to $300k alongside improved net income, while maintaining no equity grants—watch for continued emphasis on cash vs equity .
- Governance: Family-managed structure and inside director status (with CEO also Chairman) require reliance on independent committees and Lead Independent Director for checks and balances; attendance and independent committee composition are supportive, but independence optics persist .
- Trading Signals: No executive equity vesting pipeline; insider trading policy restricts derivatives and pledging; monitor Form 4 filings for any discretionary sales given significant holdings (not provided in proxy) .