J. Eric Smith
OLD REPUBLIC INTERNATIONALAbout J. Eric Smith
Independent director at Old Republic International Corporation since 2023; age 67. Smith previously served as President and CEO of Swiss Re Americas (2011–2020), and held senior roles including President of USAA Life Insurance Company and President of Allstate Financial Services, with earlier property & casualty roles over a 20-year period at COUNTRY Financial, bringing deep insurance and reinsurance industry expertise to ORI’s board. He currently serves on the Compensation Committee and the Governance & Nominating Committee, and is classified as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Swiss Re Americas | President & CEO | 2011–2020 | Led North American reinsurance operations |
| USAA Life Insurance Company | President | Not disclosed | Senior insurance leadership |
| Allstate Financial Services | President | Not disclosed | Senior financial services leadership |
| COUNTRY Financial | Various P&C roles | 20-year period | P&C operating experience |
External Roles
| Type | Organization | Role | Tenure |
|---|---|---|---|
| Public company directorships | None disclosed for J. Eric Smith in ORI proxy | — | — |
| Notable board examples (others) | Hub Group, Inc. (Peter B. McNitt) | Director | Current (example of board disclosure format; not Smith) |
Board Governance
- Independence: Independent director under NYSE and SEC standards; committee memberships comprised exclusively of independent directors .
- Committee assignments: Compensation Committee member; Governance & Nominating Committee member (not Chair) .
- Attendance and engagement: Board met 4 times in 2024; each incumbent director attended at least 75% of aggregate Board and applicable committee meetings .
- Committee activity levels (2024): Audit (7 meetings), Compensation (4), Executive (4), Governance & Nominating (5) .
- Leadership structure: Separate Chair and CEO; Lead Independent Director in place (Steven R. Walker; Chair of Governance & Nominating until 5/22/2025) .
- Shareholder rights and oversight: Majority voting in uncontested elections (adopted 2024); proxy access; special meeting and written consent rights; committee oversight of AI/cybersecurity, HCM, and ESG .
Committee Assignments and Meetings (Director-specific)
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation | Member | 4 | Oversees CEO evaluation/comp, exec comp plans, HCM; independent consultant FW Cook |
| Governance & Nominating | Member | 5 | Oversees Board composition, independence, governance guidelines, ESG strategy |
Fixed Compensation
| Year | Component | Amount | Notes |
|---|---|---|---|
| 2024 | Fees earned (cash total) | $193,000 | Consistent with $165,000 Board fee + two committee membership fees ($14,000 each) . Individual director compensation listing confirms $193,000 for J. Eric Smith . |
| 2025 | Annual Board membership fee (cash) | $195,000 | Approved Dec 2024; structural increase vs 2024 . |
| 2025 | Committee membership fee | $0 | Eliminated for 2025 (per committee) . |
| 2025 | Chair/Vice Chair fees | N/A for Smith | Chair fees persist (Audit $21,000; Comp/Gov $14,000); Vice Chair fees eliminated . |
Performance Compensation
| Component | Grant vehicle | Value | Vesting | Other terms |
|---|---|---|---|---|
| 2025 director equity | Restricted Stock Units (RSUs) | $75,000 (grant-date value) | One-year vest | Dividend equivalent rights; elective cash in lieu of shares limited to expected tax liability; granted under 2022 Plan . |
Note: ORI does not tie director equity to performance metrics; RSUs are time-based. Executive PRP metrics are separate and not applicable to director pay .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee interlocks | None; Smith and other members were not employees/officers and had no relationships requiring disclosure under SEC rules . |
| Related-party transactions | None proposed in 2024; pre-approval process via independent subcommittee for any potential related-person transactions . |
Expertise & Qualifications
- Core domain: Insurance and reinsurance leadership across Swiss Re, USAA Life, Allstate, and COUNTRY Financial; experience particularly aligned with insurance specialty markets .
- Board skills coverage: Joins committees focused on executive compensation, governance, and ESG oversight; Board includes cyber/AI oversight across committees .
- Independence and time commitment: Directors limited to service on no more than two other public company boards; annual self-evaluations of Board and committees; executive session at least annually .
Equity Ownership
| Metric | Value | As-of date | Source |
|---|---|---|---|
| Total beneficial ownership (shares) | 0 | March 12, 2025 | ORI Principal Holders table (directors) . |
| Percent of class | <0.1% | March 12, 2025 | “**” denoting less than one-tenth of one percent . |
| Vested vs. unvested | None disclosed for Smith | — | Smith had no reported RSAs/RSUs/PSUs in director ownership table; director RSUs begin in 2025 . |
| Pledging/hedging | Prohibited for directors/executives | Policy, 2025 proxy | Securities Trading Policy; hedging/pledging prohibited . |
| Ownership guideline | $400,000 (director requirement) | Increased beginning 2025 | Five years to comply; measurement by greater of cost or current value . |
| Compliance status | Within five-year window | 2025 proxy | “All directors… either currently hold in excess of the requirement… or are within the five-year time period permitted for compliance” . |
Governance Assessment
- Alignment: Smith’s 0-share beneficial ownership as of March 12, 2025 suggests limited current “skin in the game,” partially mitigated by the newly introduced $75,000 RSU grant for directors beginning 2025 and a heightened $400,000 stock ownership guideline with 5-year compliance runway .
- Committee influence: As a member of Compensation and Governance & Nominating, Smith participates in oversight of executive compensation, human capital, board composition, independence reviews, governance guidelines, and ESG strategies—areas material to investor confidence and risk management .
- Independence and process: Robust policies include majority voting standard in uncontested elections with mandatory resignation policy for directors failing to secure more “FOR” than “AGAINST,” annual board/committee self-evaluations, and restrictions on external board commitments—all supportive of board effectiveness .
- Conflicts: No related-party transactions in 2024 and no compensation committee interlocks disclosed; hedging/pledging prohibited, reducing misalignment risk .
- Shareholder sentiment: 2024 Say-on-Pay approval ~94%, indicating broad support for compensation governance; not director-specific but relevant to overall pay practices .
RED FLAGS
- Zero reported share ownership as of March 12, 2025; while policy changes improve alignment, current ownership shows no direct stake pending RSU vesting and guideline accumulation .
POSITIVE SIGNALS
- Strong insurance/reinsurance leadership background closely aligned to ORI’s industry .
- Clear governance processes (majority voting, clawback, anti-hedging/pledging), and transparent director pay with shift toward equity in 2025 .
Appendix: Policy and Compensation Structure Highlights
| Item | Detail |
|---|---|
| Majority voting & resignation policy | Adopted in 2024; mandatory resignation for nominees receiving more “AGAINST” than “FOR” in uncontested elections . |
| Clawback | NYSE- and SEC-compliant clawback covering erroneously awarded compensation following an accounting restatement . |
| Director cash compensation (structure) | 2024: $165,000 board fee; $14,000 per committee; 2025: $195,000 board fee; $0 per-committee membership fee; chair fees retained . |
| Director equity (structure) | Starting 2025: Annual RSUs valued at $75,000; one-year vest; dividend equivalents; elective cash for tax . |
| Hedging/pledging ban | Short sales, options, derivatives, margin accounts, pledging prohibited . |
| Stock ownership guideline | Directors: $400,000; five years to comply; measurement by greater of cost or current value . |