Barbara A. Adachi
OLD REPUBLIC INTERNATIONALAbout Barbara A. Adachi
Independent Director of Old Republic International (ORI) since 2021; age 74. Retired Deloitte Consulting executive who led the U.S. Human Capital Consulting Practice, with more than 20 years in human capital strategy, organization transformation, executive compensation, and DEI, and 18 prior years in the insurance industry focused on employee benefits and workers’ compensation. She is NACD Directorship Certified (2022) and earned the CERT Certificate in Cybersecurity Oversight (Carnegie Mellon SEI) in January 2024, aligning with ORI’s board-level cyber oversight mandate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte Consulting | Chief Executive & National Managing Partner, Human Capital Consulting Practice | Retired 2013; >20 years in practice | Led human capital strategy, org transformation, executive compensation, DEI; senior leadership credentials |
| Insurance industry (various) | Executive roles in employee benefits & workers’ compensation | 18 years prior to Deloitte | Deep sector experience relevant to ORI’s underwriting businesses |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | ORI’s proxy does not list current public company directorships for Ms. Adachi . |
Board Governance
- Independence and roles: Ms. Adachi is an independent director; ORI states 13 directors are independent under NYSE and SEC standards. She serves on the Audit Committee and the Governance & Nominating Committee; she is not noted as a “financial expert” on Audit but holds a CERT cybersecurity oversight credential, supporting Audit’s remit over cybersecurity and AI use practices .
- Committee assignments and 2024 meeting cadence:
- Audit Committee – Member (7 meetings in 2024)
- Governance & Nominating Committee – Member (5 meetings in 2024)
- Attendance: In 2024, the Board met 4 times, and each incumbent director attended at least 75% of the aggregate meetings of the Board and their committees .
- Leadership structure: ORI separates Chair and CEO roles and maintains a Lead Independent Director, with independent-only executive sessions at least annually .
- Shareholder rights and engagement: Majority voting in uncontested elections, proxy access, right to call special meetings, and action by written consent; ORI increased director stock ownership guideline to $400,000 in 2025 and conducts annual shareholder outreach (>50% of institutional shares contacted in 2024) .
Fixed Compensation
| Component | 2024 | 2025 (Structure) |
|---|---|---|
| Annual Board Membership Fee | $165,000 | $195,000 |
| Annual Board Membership Equity Compensation | $0 | $75,000 in RSUs; 1-year vest; dividend equivalents; optional cash election up to tax liability |
| Lead Independent Director Fee | $14,000 (if applicable) | $14,000 (if applicable) |
| Chairman of the Board Fee | $70,000 (if applicable) | $70,000 (if applicable) |
| Committee Membership Fee (per committee) | $14,000 | Eliminated |
| Committee Chair Fees | Audit $21,000; Compensation $14,000; Governance & Nominating $14,000 (if applicable) | Same (if applicable) |
| Vice Chair Fee (per committee) | $7,000 | Eliminated |
2024 actual: Ms. Adachi received $193,000 in cash fees; no equity in 2024 under the prior structure . Directors receive reimbursement of reasonable meeting expenses; employees do not receive additional board fees .
Performance Compensation
- Non-employee director pay is not performance-based; 2025 equity grants are time-based RSUs with a one-year vest and dividend equivalents (no performance metrics) .
- Hedging, pledging, and derivative transactions in ORI securities are prohibited for directors .
| Performance Metric (Director Compensation) | Status | Notes |
|---|---|---|
| Financial/Strategic KPIs tied to director pay | None disclosed | 2025 RSUs vest with service; not performance-conditioned |
| Hedging/Pledging | Prohibited | Strengthens alignment and reduces risk |
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|---|
| None disclosed | — | — | — | ORI’s 2025 proxy does not list external public boards for Ms. Adachi . |
Expertise & Qualifications
- Human capital, organizational transformation, executive compensation, and DEI leadership (Deloitte), plus 18 years in insurance (employee benefits, workers’ comp) .
- NACD Directorship Certified (2022); CERT Certificate in Cybersecurity Oversight (2024), pertinent to Audit oversight of cyber and AI risk .
Equity Ownership
| Holder | Shares Subject to Options | Shares Held by Employee Plans | Other Shares Beneficially Owned | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| Barbara A. Adachi | 0 | 0 | 8,287 | 8,287 | <0.1% |
- Stock ownership guidelines: Increased to $400,000 for directors beginning in 2025; five years to comply; ORI states all directors and executive officers either currently exceed or are within the five-year compliance window. Hedging and pledging are prohibited .
- Shares pledged: Not permitted by policy; none disclosed for directors in the proxy .
Governance Assessment
-
Strengths
- Independent director with deep human capital and insurance background; added cyber oversight credential in 2024 aligned with Audit’s remit over cybersecurity and AI practices .
- Active roles on Audit and Governance & Nominating; Board met quarterly; all incumbents met ≥75% attendance threshold; committees met frequently (Audit 7x; Governance 5x) .
- Enhanced alignment in 2025 with mandatory $75,000 RSU grant and higher $400,000 ownership guideline; hedging/pledging prohibited .
- No related-party transactions in 2024; robust conflicts review by independent subcommittee .
- Shareholder-friendly features: majority voting, proxy access, special meeting rights, written consent; strong say-on-pay support (94% in 2024) .
-
Watch items
- Director compensation shifts from cash-only (2024) to include time-based RSUs (2025); while improving alignment, RSUs are not performance-conditioned. Continued monitoring of equity mix vs. responsibilities is warranted .
- Attendance disclosed only in aggregate; no director-specific attendance rates published (cannot confirm 100% attendance) .
-
RED FLAGS
- None identified for Ms. Adachi based on ORI’s 2025 proxy disclosures: no related-party transactions, no hedging/pledging, independence affirmed, and no delinquent Section 16(a) filings reported .
Appendix: Committee Assignments Snapshot
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 7 |
| Governance & Nominating | Member | 5 |