Fredricka Taubitz
OLD REPUBLIC INTERNATIONALAbout Fredricka Taubitz
Independent director at Old Republic International Corporation (ORI). CPA by training; former Executive Vice President and Chief Financial Officer of Zenith National Insurance Corp. (until 2000), and prior partner at Coopers & Lybrand (now PwC) until 1985. Designated “Financial Expert” under SEC rules; independent status affirmed under NYSE standards; age 81; director since 2003 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zenith National Insurance Corp. | Executive Vice President & Chief Financial Officer | Until 2000 | Senior finance leadership; deep insurance industry expertise |
| Coopers & Lybrand (now PwC) | Partner | Until 1985 | Audit/accounting leadership; SEC “Financial Expert” qualification |
Board Governance
| Item | 2024 | 2025 |
|---|---|---|
| Independence status | Independent director under NYSE standards; audit and compensation committee independence affirmed | Independent director; independence affirmed; committee independence continues |
| Committees | Audit (Chair through May 23, 2024), Compensation, Executive | Audit (member; Financial Expert), Compensation (member), Executive (member) |
| Audit Chair transition | Steven J. Bateman succeeded Taubitz as Audit Chair effective May 23, 2024 | Bateman continues as Audit Chair |
| Attendance | Each incumbent director attended ≥75% of Board and committee meetings; Audit (7), Compensation (5), Executive (4), Governance & Nominating (7) meetings held | Each incumbent director attended ≥75% of Board and committee meetings; Audit (7), Compensation (4), Executive (4), Governance & Nominating (5) meetings held |
| Financial Expert designation | Yes (SEC definition) | Yes (SEC definition) |
| Lead independent director role | Not applicable to Taubitz; Steven R. Walker served as Lead Independent Director | Not applicable to Taubitz; Walker served as Lead Independent Director; transition of Governance Chair to Kennedy effective May 22, 2025 |
Fixed Compensation
| Component | 2023 | 2024 | 2025 (Structure) |
|---|---|---|---|
| Annual Board Membership Fee (cash) | $165,000 | $165,000 | $195,000 |
| Annual Committee Membership Fee (per committee) | $14,000 | $14,000 | Eliminated |
| Annual Audit Committee Chair Fee | $21,000 | $21,000 (pro-rated; Taubitz stepped down May 23, 2024) | |
| Annual Compensation Committee Chair Fee | $14,000 | $14,000 | $14,000 |
| Annual Governance & Nominating Committee Chair Fee | $14,000 | $14,000 | $14,000 |
| Annual Vice Chair Fee (per committee) | $7,000 | $7,000 | Eliminated |
| Individual fees earned (Taubitz) | $228,000 total cash fees | $215,750 total cash fees (reflects mid-year Audit Chair transition) | Not individually disclosed; structure includes $195,000 cash + $75,000 equity RSUs |
Performance Compensation
| Component | 2024 | 2025 |
|---|---|---|
| Annual Board membership equity | None disclosed for directors | Annual RSU grant with aggregate grant-date value $75,000; dividend equivalent rights; one-year vesting; optional partial cash settlement up to expected tax liability before vest |
| Hedging/derivatives policy | Directors prohibited from short sales, options/derivatives, hedging, margin accounts, and pledging | Directors prohibited from hedging and pledging; policy reiterated |
The shift to fixed cash + annual RSUs in 2025 increases equity alignment for independent directors and removes per-committee membership fees, simplifying pay structure .
Expertise & Qualifications
- CPA; former CFO of Zenith National Insurance; prior audit partner at Coopers & Lybrand/PwC .
- SEC “Financial Expert” designation (Audit Committee competency) .
- Long-tenured insurance industry and financial controls expertise; risk, audit, and strategy oversight experience .
Equity Ownership
| Holder | Shares Subject to Options | Shares Held by Employee Plans | Other Shares Beneficially Owned | Total | % of Class |
|---|---|---|---|---|---|
| Fredricka Taubitz | 0 | 0 | 21,000 | 21,000 | <0.1% |
| Pledging/Hedging | — | — | Prohibited by policy; no pledging disclosed | — | — |
Stock ownership guidelines: increased to $400,000 for directors beginning in 2025; five years allowed for compliance; company states all directors either exceed the requirement or are within the compliance period .
Other Directorships & Interlocks
- Current public company boards for Taubitz: not specifically disclosed in ORI’s proxy (others list directorships when applicable; none indicated for Taubitz) .
- No related-party transactions in 2024; Board uses an independent subcommittee to pre-approve and monitor related person transactions .
Governance Assessment
- Committee roles: meaningful oversight across Audit (financial expert), Compensation, and Executive committees; stepped down from Audit Chair in May 2024 as part of planned refresh; continued service as member in 2025 .
- Independence & attendance: independence affirmed; attendance ≥75% at Board and committee meetings in both 2023 and 2024—consistent engagement .
- Compensation alignment: 2025 RSU introduction ($75,000 grant value; 1-year vest) enhances director-shareholder alignment; ownership guidelines raised to $400,000 signaling stronger skin-in-the-game expectations .
- Risk controls: strict anti-hedging/anti-pledging; clawback policy aligned with NYSE and SEC rules; annual compensation risk assessment; independent consultant retained by Compensation Committee .
- Shareholder signals: Say-on-Pay approvals strong—~94% in 2024 (for 2023 comp) and robust support in 2025 (For: 187.2M; Against: 5.3M; Abstain: 0.85M), reinforcing investor confidence in governance and pay practices .
- Potential red flags: age above guideline (81 vs. nominal 75-year limit subject to committee review), mitigated by financial expertise and structured refresh (chair transitions, board tenure balancing) .
Related Party Transactions and Conflicts
- Procedures: independent subcommittee (chairs of Audit, Compensation, Governance & Nominating plus Executive Committee member) pre-reviews related party transactions; directors recuse from decisions involving themselves .
- Disclosures: no proposed related party transactions during 2024; Section 16(a) reports timely filed .
Say-on-Pay & Shareholder Feedback
| Measure | 2024 Meeting (covering 2023 comp) | 2025 Meeting |
|---|---|---|
| Say-on-Pay result | ~94% approval | For: 187,206,392; Against: 5,316,356; Abstain: 850,311; Broker Non-Votes: 28,702,057 |
| Engagement practices | Annual shareholder outreach; governance enhancements (majority voting, proxy access, director stock ownership guideline raise) |
Compensation Committee Analysis Context
- Committee composition (includes Taubitz): independent members; retains independent consultant (Frederick W. Cook & Co., Inc.); annual risk assessment; no employment contracts for executives; no hedging/pledging permitted .
- Peer group benchmarking: AFG, AIG, W.R. Berkley, Chubb, Cincinnati Financial, CNA, Fidelity National Financial, First American, Hartford, Stewart Information Services, Travelers .
Performance Compensation (Company-level context for alignment)
| Metric | Threshold | Target | Max | Notes |
|---|---|---|---|---|
| 3-Year Average Operating ROE (PSUs) | 6% | 11% | 18% | 50% weight for executive PSUs; payout 0–200% of target |
| 3-Year Book Value Annual Compound Total Return per Share (incl. dividends) (PSUs) | 6% | 11% | 18% | 50% weight for executive PSUs; payout 0–200% |
While directors do not receive performance-based equity at ORI, executive equity metrics emphasize ROE and book value total return alignment, complementing the Board’s enhanced director ownership guideline and RSU introduction .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (Taubitz) | 21,000; no stock options; no employee plan holdings |
| Ownership % of class | Less than one-tenth of one percent |
| Hedging/Pledging | Prohibited by policy |
| Director ownership guideline | $400,000 (from 2025); five-year compliance window; directors compliant or within window |
Governance Assessment Summary
- Strengths: deep audit/finance expertise; independence; multi-committee engagement; robust shareholder support; strengthened director equity alignment; strict anti-hedging/pledging; formal related party oversight .
- Watch items: advanced age relative to guideline; continued refresh and chair transitions mitigate entrenchment risk .