Charles J. Kovaleski
OLD REPUBLIC INTERNATIONALAbout Charles J. Kovaleski
Independent director since 2021 (director since 2018), age 76, and a licensed attorney in two states. Former President and CEO of Attorneys’ Title Insurance Fund (20+ years) with deep real estate and title insurance experience; earned a CERT Certificate in Cybersecurity Oversight in August 2024. Serves on the Audit Committee and the Governance and Nominating Committee; classified as independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Attorneys’ Title Insurance Fund (Orlando, FL) | President & CEO | 20+ years | Led title insurance operations; brings industry expertise to ORI’s board |
| Old Republic Title subsidiary | Officer | Not disclosed | Familiarity with ORI’s title operations; contributes domain knowledge |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Riverside Bank of Central Florida | Founding Director; later Chair | Not disclosed | Banking governance experience; chair responsibilities highlight leadership credentials |
| Current public company boards | None disclosed | — | No current public company directorships disclosed for Kovaleski |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Classified as independent; Audit, Compensation, Governance/Nominating committees comprised exclusively of independent directors |
| Committee assignments | Audit Committee member; Governance and Nominating Committee member (not Chair/Vice Chair) |
| Committee scopes | Audit: financial reporting, internal controls, compliance, cybersecurity, and AI protocols; met 7 times in 2024 . Governance/Nominating: board composition, governance guidelines, ESG oversight; met 5 times in 2024 |
| Attendance | In 2024, the board met 4 times; each incumbent director attended at least 75% of aggregate meetings of the board and committees on which they served |
| Engagement | Independent directors held at least one executive session in 2024; Lead Independent Director role in place |
| Age/tenure policy | Candidates generally not slated after age 75 unless reviewed; mix of tenures pursued to balance refreshment and institutional memory |
Fixed Compensation
| Component | 2024 Structure | 2024 Realized (Kovaleski) | 2025 Structure (effective) |
|---|---|---|---|
| Annual Board Membership Fee (cash) | $165,000 | $165,000 (component of total) | $195,000 |
| Committee Membership Fee (per committee) | $14,000 | $28,000 (Audit + Governance) | Eliminated |
| Chair fees (if applicable) | Audit $21,000; Comp $14,000; Governance $14,000 | Not applicable (not a chair) | Same chair fee schedule |
| Lead Independent Director fee | $14,000 | Not applicable | $14,000 |
| Board Chairman fee | $70,000 | Not applicable | $70,000 |
| Total (cash) | — | $193,000 (fees earned/paid in cash) | For non-chair directors: $195,000 cash |
| Annual equity for directors | None in 2024 | $0 | RSUs valued at $75,000 grant-date; one-year vest; dividend equivalents; limited cash election for tax liabilities |
Performance Compensation
| Element | Detail |
|---|---|
| Performance-linked director pay | None disclosed; non-employee director compensation consists of fixed cash retainers and, beginning 2025, time-based RSUs with one-year vesting (no performance metrics) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed |
| Prior public/private boards | Riverside Bank of Central Florida – founding director, later chair |
| Interlocks/related-party | No related party transactions proposed in 2024; conflicts reviewed by independent subcommittee; directors may not receive other compensation from Company to maintain independence |
Expertise & Qualifications
- Licensed attorney in two states; extensive leadership in title insurance; cybersecurity oversight credential (CERT, Aug 2024).
- Board skills aligned to Audit and Governance/ESG oversight; Audit Committee also oversees cybersecurity and AI practices.
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 16,357 |
| Ownership as % of shares outstanding | <0.1% (“**” per proxy) |
| Shares subject to stock options | 0 |
| Shares held by employee plans | 0 |
| Hedging/pledging status | Company policy prohibits hedging and pledging by directors and executive officers |
| Ownership guidelines | Director stock ownership requirement increased to $400,000 beginning 2025; all directors either exceed or are within the five-year compliance window |
| Section 16 compliance | All required reports timely filed for year ended 2024 |
Governance Assessment
- Board effectiveness: Active roles on Audit and Governance/Nominating align with Kovaleski’s legal and title insurance expertise and his cybersecurity oversight certification, supporting risk oversight in cybersecurity and AI as the Audit Committee’s remit expanded; committee-only independence strengthens governance quality.
- Independence and conflicts: Affirmed independent; no related-party transactions in 2024; conflicts are pre-cleared by an independent subcommittee; directors cannot receive other compensation beyond board service, reducing conflict risk.
- Compensation and alignment: 2024 cash-only director pay is standard; 2025 addition of $75,000 RSUs introduces equity alignment with shareholder interests; directors subject to $400,000 ownership guideline with broad compliance; hedging/pledging prohibited.
- Attendance and engagement: Board met quarterly and committees met regularly; each incumbent director attended at least 75% of aggregate board and committee meetings; independent directors held executive sessions.
- RED FLAGS: Age 76 triggers board’s post-75 review policy; continued service implies Governance/Nominating review. Prior officer role at a title subsidiary could be perceived as affiliation, but independence is affirmed and committee membership rules require independence. No hedging/pledging and no related-party transactions disclosed mitigate alignment and conflict concerns.
Signal for investors: Introduction of director RSUs in 2025 and higher ownership guidelines improve alignment; Kovaleski’s cybersecurity credential is additive for Audit oversight. Age-based review policy and refreshment efforts indicate active board renewal while retaining domain expertise.