Lisa J. Caldwell
OLD REPUBLIC INTERNATIONALAbout Lisa J. Caldwell
Independent director at Old Republic International Corporation (ORI) since 2021; age 64. Background includes CEO of Caldwell Collection, LLC (fashion retail), and prior service as EVP & Chief Human Resources Officer at Reynolds American, R.J. Reynolds Tobacco Company, and RAI Services until retirement in 2018. Board qualifications emphasize general business, entrepreneurial expertise, and extensive human capital leadership; currently serves on ORI’s Compensation and Governance & Nominating Committees . ORI states all directors except the CEO are independent and committee membership is exclusively independent; ORI’s board held four meetings in 2024 with all incumbent directors attending at least 75% of Board/committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reynolds American; R.J. Reynolds Tobacco Company; RAI Services | EVP & Chief Human Resources Officer | Until retirement in 2018 | Led enterprise HR; executive officer experience aligns with ORI’s governance objectives |
| Caldwell Collection, LLC | Chief Executive Officer | Current | Entrepreneurial leadership; general business expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Triad Business Bank | Founding Board Director | Current (not dated) | Founding board participation; no additional committee details disclosed |
Board Governance
- Independence: Caldwell is an independent director and serves only on committees comprised of independent directors (Compensation; Governance & Nominating) .
- Committee assignments: Compensation Committee member; Governance & Nominating Committee member. No chair roles disclosed for Caldwell .
- Attendance: ORI’s Board met four times in 2024; each incumbent director attended at least 75% of aggregate Board/committee meetings .
- Stock ownership guidelines: Director guideline raised to $400,000 beginning in 2025; directors have five years to comply; hedging and pledging of ORI stock are prohibited .
- Governance practices: Majority voting in uncontested elections adopted in 2024; proxy access; special meeting/right to act by written consent; Lead Independent Director in place; board/committee self-evaluations annually .
Fixed Compensation
| Item | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Annual Board Membership Fee | $165,000 | $195,000 | Increase effective 2025 |
| Annual Board Membership Equity Compensation | $0 | $75,000 RSUs (grant-date value) | One-year vest; dividend equivalents; limited cash election for tax |
| Annual Chairman Fee | $70,000 | $70,000 | Not applicable to Caldwell |
| Annual Lead Independent Director Fee | $14,000 | $14,000 | Not applicable to Caldwell |
| Annual Committee Membership Fee (per committee) | $14,000 | $0 | Eliminated in 2025 |
| Annual Committee Chair Fees (Governance/Compensation/Audit) | $14,000/$14,000/$21,000 | $14,000/$14,000/$21,000 | Caldwell is not a chair |
| Caldwell – 2024 Director Compensation (cash) | $193,000 | N/A | 2025 grant structure as above |
Compensation structure changes for directors signal higher equity alignment (introduction of $75k RSUs in 2025), removal of committee membership fees, and increased base retainer—shifting mix toward ownership alignment and simplifying pay .
Performance Compensation
- Directors: No performance-based equity awards disclosed for non-employee directors; 2025 director equity grants are RSUs with a one-year vest (time-based), not PSUs or options .
No director performance metrics (TSR/ROE/ESG) tied to director compensation are disclosed; performance metrics apply to executive PRP and PSUs, not directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Caldwell in ORI’s proxy |
| Other boards | Founding Board Director, Triad Business Bank |
| Compensation Committee interlocks | None—committee members (incl. Caldwell) had no relationships requiring disclosure |
Expertise & Qualifications
- Executive HR leadership across large corporations; prior CHRO roles and entrepreneurial CEO role provide human capital and organizational insight .
- Board candidate narrative highlights general business and entrepreneurial expertise consistent with ORI’s governance objectives; committee service on Compensation and Governance & Nominating leverages this background .
Equity Ownership
| Holder | Shares Subject to Options | Shares Held by Employee Plans | Other Shares Beneficially Owned | Total Shares | % of Class |
|---|---|---|---|---|---|
| Lisa J. Caldwell | 0 | 0 | 10,706 | 10,706 | Less than 0.1% |
Additional alignment policies:
- Hedging and pledging of ORI securities are prohibited for directors and executive officers .
- Director stock ownership requirement increased to $400,000 beginning in 2025; five-year compliance window; measured by greater of current market value at any time or acquisition cost .
Governance Assessment
- Committee effectiveness: Caldwell’s seat on Compensation and Governance & Nominating aligns with her CHRO background; both committees are independent-only and retain independent advisors (e.g., FW Cook for compensation) with conflicts screened, supporting sound governance .
- Independence and engagement: Independent status, broad HR expertise, and service on governance-focused committees bolster board oversight quality; aggregate attendance minimums met across incumbents in 2024 .
- Ownership alignment: Introduction of annual RSUs for directors ($75k) and raised ownership guideline ($400k) increase director skin-in-the-game; hedging/pledging prohibitions strengthen alignment .
- Conflicts/related party: ORI’s formal related party transaction approval process (independent subcommittee) and disclosure of no proposed related party transactions in 2024 reduce conflict risk; Compensation Committee interlocks disclosure indicates no problematic relationships .
- Shareholder feedback signals: Strong 2024 Say-on-Pay support (~94%) and governance enhancements (majority voting, proxy access) support investor confidence in board practices .
RED FLAGS
- None disclosed specific to Caldwell: no attendance issues beyond minimum thresholds, no related-party transactions, no hedging/pledging permitted by policy, and no interlock conflicts identified .
Notes and references
- Board and committee membership, independence, attendance, and meeting counts .
- Committee charters, responsibilities, and independence standards .
- Director compensation structure and Caldwell’s 2024 cash compensation .
- Director stock ownership guidelines, hedging/pledging prohibitions .
- Beneficial ownership table (Caldwell’s holdings) .
- Director nominee profile (About Caldwell) .
- Related party transaction procedures and 2024 disclosure .
- Say-on-Pay 2024 approval (~94%) .