Glenn W. Reed
OLD REPUBLIC INTERNATIONALAbout Glenn W. Reed
Independent director since 2017 (Age: 72). Former Managing Director at The Vanguard Group with responsibility for corporate finance, mutual fund finance, and later Strategy; prior roles include general counsel for a multi-line health and life insurer and a 21-year partnership at the Chicago law firm Gardner, Carton & Douglas (now Faegre Drinker) . Designated an SEC “Financial Expert,” and classified as independent under NYSE standards; Board met four times in 2024, and each incumbent director attended at least 75% of aggregate Board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Vanguard Group, Inc. | Managing Director; led corporate finance, mutual fund finance; headed Strategy | Until retirement in 2017; joined 2007 | Senior leadership in finance and firm strategy |
| Multi-line health & life insurer | General Counsel | Prior to 2007 | Legal, compliance, insurance industry governance |
| Gardner, Carton & Douglas (now Faegre Drinker) | Partner (Attorney) | 21-year career | Corporate/insurance law expertise |
External Roles
| Company/Institution | Role | Status | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Reed in 2025 Proxy . |
Board Governance
| Dimension | Details |
|---|---|
| Independence | Independent director under NYSE standards; one of 13 independent directors . |
| Committees | Audit Committee member; Compensation Committee member . |
| Chair roles | None disclosed (Audit Chair: Steven J. Bateman; Compensation Chair: Peter B. McNitt) . |
| “Financial Expert” | Yes, designated SEC “Financial Expert” . |
| Attendance | Board met 4 times; each incumbent director attended ≥75% of aggregate Board/committee meetings in 2024 . |
| Executive Sessions | Independent directors meet in executive session at least annually, led by Lead Independent Director . |
| Leadership structure | Separate Chair (independent) and CEO; Lead Independent Director in place . |
| Committee activity | Audit held 7 meetings (financial reporting, internal controls, cybersecurity and AI oversight); Compensation held 4 (CEO/executive pay, HCM, consultants) . |
Fixed Compensation
| Component | 2024 | 2025 Structure |
|---|---|---|
| Annual Board Cash Retainer | $165,000 (policy) | $195,000 (policy) |
| Committee Membership Fees | $14,000 per committee (policy) | Eliminated (policy) |
| Committee Chair Fees | Audit Chair $21,000; Compensation Chair $14,000; Governance Chair $14,000 (policy) | Same (policy) |
| Lead Independent Director Fee | $14,000 (policy) | $14,000 (policy) |
| Glenn W. Reed — Total Fees Earned (Actual) | $193,000 (2024) | — (2025 components shown above) |
Notes: Directors who are employees receive no director compensation; independent directors may not receive any compensation other than for director service .
Performance Compensation
| Instrument | Grant/Value | Vesting | Other Terms |
|---|---|---|---|
| Restricted Stock Units (Directors) | Annual grant valued at $75,000 starting 2025 | One-year vesting | Dividend equivalent rights; directors may elect cash in lieu of a portion of shares to cover expected taxes prior to vesting (limited to max statutory rate) |
No director stock options or performance-based equity (PSUs) are disclosed for non-employee directors; RSUs are time-based only .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed for Reed . |
| Prior public boards | Not disclosed in 2025 Proxy . |
| Interlocks | Compensation Committee uses independent consultant FW Cook; Committee reviews independence and conflicts of advisors; no interlocks/insider participation requiring disclosure . |
Expertise & Qualifications
- SEC “Financial Expert” with deep finance, asset management, legal, and insurance industry experience; roles span Vanguard corporate/mutual fund finance leadership, general counsel in insurance, and law firm partnership .
- Audit oversight scope includes internal controls, financial reporting, cybersecurity risk, and AI system practices and protocols; Compensation oversight includes human capital management and DEI .
Equity Ownership
| Holder | Shares Subject to Options | Shares Held by Employee Plans | Other Shares Beneficially Owned | Total | Percent of Class |
|---|---|---|---|---|---|
| Glenn W. Reed | 0 | 0 | 17,779 | 17,779 | Less than 0.1% |
- Hedging, pledging, margin accounts, and derivatives in Company stock are prohibited for directors and executives .
- Director stock ownership guideline increased to $400,000 in December 2024; directors have 5 years to comply; Company states all directors and executive officers either exceed requirements or are within the permitted window .
Governance Assessment
- Positive signals: Independent status; SEC financial expert designation; active roles on Audit and Compensation (critical for financial reporting and pay governance); Board separation of Chair/CEO and presence of Lead Independent Director; explicit oversight of cybersecurity and AI; addition of annual RSUs for directors improves equity alignment; hedging/pledging ban; formal related-party review and none proposed in 2024; no Section 16(a) delinquencies; strong say-on-pay support (~94% in 2024) .
- Watch items: Reed’s direct ownership is modest at 17,779 shares with percent of class under 0.1%; while the Company states directors meet/exceed or are within the compliance window, individual compliance against the $400,000 guideline isn’t quantified in the proxy; monitor future RSU accumulation and open-market purchases for alignment .
- Conflicts: No related-party transactions in 2024; independent committee subcommittee reviews any such matters; independent consultant engaged for compensation; advisor independence reviewed annually .