Carolyn Monroe
OLD REPUBLIC INTERNATIONALAbout Carolyn Monroe
Carolyn Monroe is 66 and serves as Senior Vice President – Title Insurance at Old Republic International. She is President & CEO of Old Republic National Title Holding Company (since Dec 2018) and President & CEO of Old Republic National Title Insurance Company (since Jan 2023), having joined Old Republic in 2009; she became Senior Vice President – Title Insurance in Aug 2023 . Old Republic’s 5-year TSR was 229.23 vs S&P 500 at 197.02 and peer group at 182.62; Monroe’s 2024 PRP metric tied to the Title segment combined ratio achieved 97.0% (above-threshold payout) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Old Republic National Title Holding Company | President & CEO | Dec 2018–present | Leads Title group; core underwriting and services operations |
| Old Republic National Title Insurance Company | President & CEO | Jan 2023–present | Oversees Title insurer performance and combined ratio targets |
| Old Republic International (Corporate) | Senior Vice President – Title Insurance | Aug 2023–present | Executive officer for Title segment within ORI |
| Old Republic Title (group companies) | Senior leader (joined ORI) | 2009–present | Long-tenured operator within Title businesses |
External Roles
No external public company board service disclosed in company filings; Monroe’s roles are internal to Old Republic and its Title subsidiaries .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $684,097 |
| Target Bonus (% of Salary) | 130% |
| Actual PRP Bonus Paid ($) | $865,404 |
| All Other Compensation ($) | $78,079 (includes $28,743 housing allowance – final year) |
| Total Compensation ($) | $2,916,320 |
Performance Compensation
Annual PRP (Cash) – 2024
| Metric | Weighting | Threshold | Objective | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Title Segment Combined Ratio | 70% | 99.0% | 96.0% | 93.0% | 97.0% | 83.3% of target |
| Discretionary | 30% | 0–200% scale | — | — | Committee evaluation | $346,838 of total |
| Total PRP Payout | — | — | — | — | — | $865,404 |
2024 Equity Grants (under 2022 Incentive Compensation Plan)
| Award | Grant Date | Quantity | Terms | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| RSUs | 3/6/2024 | 8,730 | Vest 1/3 annually starting 3/6/2025 | $255,702 |
| PSUs (target) | 3/6/2024 | 26,200 | 3-yr performance; 50% Operating ROE (6/11/18%), 50% Book Value annual compound total return incl. dividends (6/11/18%); payout 0–200% | $767,398 |
| Stock Options | 3/6/2024 | 58,000 | Strike $29.29; 10-yr term; vest 1/3 annually starting 3/6/2025 | $265,640 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/12/2025) | 86,182 total shares: 49,284 subject to options (exercisable within 60 days), 1,143 held via employee plans, 35,755 other shares; <0.1% of outstanding |
| Unvested Time-Based Equity | 30,084 RSAs/RSUs unvested; market value $1,088,740 at $36.19 year-end price |
| Unvested PSUs (target) | 26,200; market/payout value $948,178 at $36.19 |
| Options – Exercisable | 12,000 @ $16.17 (exp. 3/17/2030) |
| Options – Unexercisable | 16,500 @ $21.30 (exp. 3/09/2031); 26,720 @ $22.92 (exp. 5/31/2032); 60,030 @ $24.31 (exp. 3/16/2033); 58,000 @ $29.29 (exp. 3/06/2034) |
| Upcoming Vests | Options vest on 5/31/2025; 3/16/2025 & 3/16/2026; 3/06/2025, 3/06/2026, 3/06/2027; RSUs vest in 3 equal tranches starting 3/06/2025 |
| Ownership Guidelines | CEO 6× salary; President 4×; Other Office of CEO 1.5×; execs either meet or are within 5-year window |
| Hedging/Pledging | Prohibited for directors/executive officers; no margin or collateral pledging allowed |
| Insider Selling Pressure | 2024 exercises: 86,610 options exercised ($646,384 realized) and 13,986 restricted shares vested ($422,863) |
Employment Terms
| Topic | Disclosure |
|---|---|
| Employment Agreements | None; executive officers are at-will; no separate severance or golden parachute agreements |
| Clawback | NYSE-compliant clawback for erroneously awarded compensation upon accounting restatement; recovery regardless of fault, unless impracticable |
| Change-of-Control & Termination Economics (as of 12/31/2024) | Illustrative values assuming $36.19 share price: PRP target $889,326; equity acceleration $3,750,534; KEPRP balance $2,601,571; totals of $6,352,105 (involuntary or constructive termination), $7,241,431 (following CoC), with specifics dependent on award assumption and separation conditions |
| Retirement Eligibility Treatment | Having attained 65 and 10+ years, Monroe’s unvested options, RSUs, and PSUs continue vesting upon retirement, subject to restrictive covenants |
Performance & Track Record
- Company TSR: Old Republic 5-year TSR indexed at 229.23 vs S&P 500 at 197.02 and peer group 182.62, indicating outperformance on shareholder returns .
- Title Segment Execution: PRP non-discretionary metric for Monroe tied to Title combined ratio achieved 97.0% in 2024 (above-threshold payout at 83.3%) .
- Say-on-Pay: 94% approval in 2024; Committee continues emphasis on performance-based comp and expanded equity PSUs with 3-year objectives .
Compensation Structure Analysis
- Shift to performance orientation: Replacement of legacy KEPRPs with PRP (objective metrics) and introduction of PSUs (Operating ROE and Book Value total return) beginning 2023/2024 strengthens pay-for-performance linkage .
- Equity mix: 2024 awards include options, RSUs, and PSUs with three-year terms; retirement-eligibility feature extends vesting for Monroe, reducing forfeiture risk and supporting long-term alignment while potentially lowering retention pressure from vest cliffs .
Related Policies and Risks
- Securities Trading Policy: Mandates trading windows for insiders, prohibits hedging/pledging, and requires pre-clearance; designed to mitigate governance and compliance risks .
- Perquisites: Limited; 2024 included housing allowance ($28,743), noted as final year; overall perqs remain modest .
Investment Implications
- Alignment: Monroe’s incentives are tightly linked to Title segment underwriting performance (combined ratio) and long-term capital efficiency (Operating ROE) and book value total return via PSUs, supporting disciplined execution in a cyclical Title market .
- Retention/Exit Dynamics: Retirement eligibility with continued vesting reduces forfeiture risk and may ease transition planning but can modestly increase near-term sellable supply as awards vest (86,610 options exercised and ~14K RSAs vested in 2024); monitor vest dates in 2025–2027 for incremental supply signals .
- CoC Protections: No stand-alone severance agreements; value upon change of control stems from plan-based acceleration and PRP target amounts, limiting parachute inflation and aligning with shareholder-friendly practices .
- Governance Quality: Hedging/pledging prohibitions, ownership guidelines, robust clawback, and strong say-on-pay support confidence in compensation oversight; continued PSU use tied to ROE/book-value returns should reinforce capital discipline .