Timothy M. Dwyer
About Timothy M. Dwyer
Independent director (age 63) serving since 2016; currently Audit Committee Chair and member of the Compensation and Compliance Committees . Founder, former CEO and Chairman of Entitle Direct Group (title insurance); prior roles include Managing Director at Greenhill & Co. (insurance coverage), Managing Director at Donaldson, Lufkin & Jenrette, Vice President at Salomon Brothers, and CPA at Arthur Andersen . Education: MBA, University of Chicago; BS in Accountancy, University of Illinois; Certified Public Accountant; designated “financial expert” on the Audit Committee under SEC/NYSE standards . Attendance is 100% across Board and committees in 2024, signaling strong engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Entitle Direct Group, Inc. | Founder, CEO & Chairman | Founded 2006 | Built title insurance company; brings insurance, compliance, entrepreneurial skill set |
| Greenhill & Company | Managing Director (Insurance) | 2002–2005 | Investment banking focus on insurance |
| Donaldson, Lufkin & Jenrette | Managing Director (Insurance) | 1993–2001 | Investment banking; insurance specialization |
| Salomon Brothers Inc. | Vice President | 1987–1993 | Investment bank experience |
| Arthur Andersen & Co. | Certified Public Accountant | 1983–1985 | Accounting foundation; CPA |
External Roles
- No current public company directorships disclosed in OPY’s proxy for Dwyer .
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Dwyer is independent under NYSE standards |
| Current Committees | Audit (Chair), Compensation, Compliance |
| Audit Committee designation | Financial expert; CPA; independent under Rule 10A-3 and NYSE 303A.02 |
| Attendance (2024) | Board 7/7; Audit 5/5; Compensation 2/2; Compliance 4/4; 100% overall |
| Board-wide attendance | All directors attended 100% of Board and committee meetings in 2024 |
| Executive sessions | Lead Independent Director chairs regular non-management executive sessions |
| Committee role changes | 2024: Compensation Chair, Audit & Compliance member ; 2025: Audit Chair, Compensation & Compliance member |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash Fees (Dwyer) | $108,000 | Actual cash fees paid in 2024 |
| Annual Retainer | $50,000 | Standard director retainer |
| Board Meeting Fees | $5,000 in-person; $2,000 virtual | Per meeting attended |
| Committee Meeting Fees | $1,000 per meeting | Per committee meeting attended |
| Chair Stipend – Audit | $25,000 | Applies to Audit Committee Chair (Dwyer in 2025) |
| Chair Stipend – other committees | $15,000 | Committee Chairs except Audit |
Performance Compensation
| Equity Award | Grant Date | Shares | Vesting Schedule | Grant-date Fair Value |
|---|---|---|---|---|
| Restricted Stock | Jan 26, 2023 | 2,500 | 25% on Jul 25, 2023; Jan 25, 2024; Jan 25, 2025; Jan 25, 2026 | N/A (aggregate stock award value reported separately) |
| Restricted Stock | Jan 25, 2024 | 3,000 | 25% on Jul 24, 2024; Jan 24, 2025; Jan 24, 2026; Jan 24, 2027 | $119,670 (2024 stock awards value) |
| Restricted Stock | Jan 29, 2025 | 1,500 | 25% on Jul 28, 2025; Jan 28, 2026; Jan 28, 2027; Jan 28, 2028 | N/A |
Stock vested and value realized:
| Year | Shares Vested | Value Realized |
|---|---|---|
| 2023 | 2,500 | $109,281 |
| 2024 | 2,625 | $114,549 |
- No option awards granted to directors; Dwyer had $0 in option awards for 2024 .
- Director equity awards are time-based RSUs; no performance metrics disclosed for director equity (no TSR/EBITDA targets attached) .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no interlocking relationships with other entities’ boards/compensation committees .
- Audit Committee service on other public company audit committees: one current audit committee member (Behrens) serves on another public company’s audit committee; Dwyer’s external audit committee service not indicated .
Expertise & Qualifications
| Attribute | Detail |
|---|---|
| Financial Expert | Designated “financial expert” (SEC/NYSE) on Audit Committee |
| Professional Credential | Certified Public Accountant |
| Education | MBA (University of Chicago); BS Accountancy (University of Illinois) |
| Industry Experience | 40+ years in financial services; investment banking and insurance specialization |
Equity Ownership
| As of | Class A Shares | % of Class A | Holding Form |
|---|---|---|---|
| March 1, 2025 | 23,375 | Less than 1% | Held directly |
- No pledging disclosed for Dwyer; beneficial ownership table notes direct holdings and lists pledge/indebtedness details only for other insiders where applicable .
- Company-wide: none of the directors/executive officers were indebted to the Company at 12/31/2024; margin accounts disclosed for A.G. and R.S. Lowenthal (on standard terms) not for Dwyer .
Governance Assessment
- Strengths: Independence, CPA designation, and Audit Chair role bolster oversight of financial reporting and controls; Dwyer designated as a “financial expert” and led or served on key committees with 100% attendance in 2024, indicating high engagement .
- Compensation alignment: Director pay combines fixed cash (retainer, meeting, chair fees) with time-vested RSUs; 2025 grant size (1,500 shares) is lower than 2024 (3,000 shares), signaling potential moderation in director equity dilution while maintaining alignment through multi-year vesting .
- Conflicts/related-party: No related-party transactions involving Dwyer disclosed; Audit Committee (chaired by Dwyer in 2025) reviews and approves related-party transactions per charter, which is positive for conflict oversight .
- Structural risk context: Dual-class structure concentrates 97.5% of voting Class B with A.G. Lowenthal, limiting stockholder influence; strong committee leadership and independent Lead Director/exec sessions partially mitigate governance concentration risk .
Red flags:
- Concentrated voting control via Class B shares reduces investor leverage in elections and governance changes .
Net view: Dwyer’s credentials and committee leadership (particularly Audit Chair with financial expert status) support board effectiveness and investor confidence; absence of disclosed conflicts or indebtedness for Dwyer is favorable. Governance concentration risk from dual-class voting remains an overarching consideration .