Peter B. McNitt
OLD REPUBLIC INTERNATIONALAbout Peter B. McNitt
Independent director at Old Republic International since 2019; age 70. McNitt is the retired Vice Chair of BMO Harris Bank (held since 2006) and previously led BMO Harris’ U.S. Corporate Banking (EVP) and U.S. Investment Banking (Executive Managing Director). He is designated a “Financial Expert” and currently serves on ORI’s Audit, Compensation (Chair), and Executive Committees; he is also a director of Hub Group, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BMO Harris Bank | Vice Chair | Since 2006; retired prior to 2019 | Led U.S. Corporate Banking (EVP) and U.S. Investment Banking (Executive Managing Director); 40+ years in commercial and investment banking |
| BMO Harris Bank | Executive Vice President, U.S. Corporate Banking | Not disclosed | Senior leadership across corporate banking lines |
| BMO Harris Bank | Executive Managing Director, U.S. Investment Banking | Not disclosed | Senior leadership across investment banking lines |
External Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Hub Group, Inc. (NASDAQ: HUB) | Director | Current public company board | Committee roles not disclosed |
Board Governance
- Independence: ORI affirms 13 directors (including McNitt) meet NYSE Section 303A.02 and SEC independence standards; Audit members meet Rule 10A-3 and Compensation members meet Rule 10C-1 criteria .
- Attendance: In 2024, the Board met 4 times and “each incumbent director attended at least 75%” of aggregate Board and committee meetings .
- Committee assignments (and meeting cadence):
- Compensation Committee Chair; 4 meetings in 2024 .
- Audit Committee member; 7 meetings in 2024; Audit scope includes cybersecurity and AI oversight .
- Executive Committee member; 4 meetings in 2024; finance, capital allocation, ERM oversight; related-party subcommittee established under Executive Committee .
- Lead Independent Director: Steven R. Walker; Chairman: Spencer LeRoy III .
Fixed Compensation
| Year | Component | Amount |
|---|---|---|
| 2024 | Fees Earned or Paid in Cash | $221,000 |
| 2024 | Total | $221,000 |
| 2025 Schedule | Annual Board Membership Fee (cash) | $195,000 |
| 2025 Schedule | Compensation Committee Chair Fee (cash) | $14,000 |
| 2025 Schedule | Annual Board Membership Equity Compensation (RSUs; grant date value) | $75,000; one-year vest; dividend-equivalent rights; optional cash election up to tax liability |
Notes:
- In 2024, ORI paid committee membership fees of $14,000 per committee (applicable to Audit, Compensation, Executive); 2025 removes committee membership/vice chair fees, retaining only chair fees .
Performance Compensation
- Directors’ equity is not performance-conditioned; annual RSU grants begin 2025, with one-year time-based vesting and dividend equivalent rights; directors may elect limited cash in lieu of shares to cover taxes, up to the maximum statutory tax liabilities .
| Grant | Metric | Target/Terms | Vesting | Source |
|---|---|---|---|---|
| 2025 Director RSU | Time-based only | $75,000 grant-date value | One-year vest; dividend equivalents paid in cash; limited tax cash election permitted | Proxy |
| Form 4 Award | Common Stock award | 2,039 shares at $0 (reporting of award); post-transaction ownership 12,319 | As reported in filing (award/acquisition) | https://www.sec.gov/Archives/edgar/data/74260/000007426025000018/0000074260-25-000018-index.htm |
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict |
|---|---|---|
| Hub Group, Inc. | None disclosed with ORI directors or key suppliers/customers | Not indicated; ORI is an insurance holding company; Hub Group is logistics; no related-party transaction disclosed in 2024 |
Expertise & Qualifications
- Designated “Financial Expert” (SEC Reg S-K definition) on Audit Committee; extensive banking and capital markets experience aligns with ORI’s financial oversight needs .
- Compensation governance: Chairs the Compensation Committee, which retained FW Cook as independent consultant; FW Cook performed no other company work; independence vetted per Rule 10C-1/Dodd-Frank .
- Risk oversight: Serves on Executive Committee (ERM, finance, capital allocation) and related-party subcommittee .
Equity Ownership
| As of | Shares Beneficially Owned | Ownership % of Class | Notes |
|---|---|---|---|
| March 12, 2025 | 10,280 | Less than 0.1% | Director holdings reported; directors may not hedge or pledge ORI stock |
| Jan 29, 2025 (Form 4) | Post-transaction 12,319 | N/A | Award of 2,039 shares reported; see filing link above |
Additional alignment policies:
- Director stock ownership guideline increased from $250,000 to $400,000 beginning in 2025; all directors/officers either exceed or are within the 5-year compliance window .
- Hedging and pledging of ORI stock prohibited for directors and executives .
Insider Trades (Form 4 history for Peter B. McNitt)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-01-31 | 2025-01-29 | Award (A) | 2,039 | $0.00 | 12,319 | https://www.sec.gov/Archives/edgar/data/74260/000007426025000018/0000074260-25-000018-index.htm |
| 2020-06-08 | 2020-06-05 | Purchase (P) | 2,780 | $18.09 | 10,280 | https://www.sec.gov/Archives/edgar/data/74260/000007426020000072/0000074260-20-000072-index.htm |
| 2020-02-28 | 2020-02-28 | Purchase (P) | 7,500 | $19.90 | 7,500 | https://www.sec.gov/Archives/edgar/data/74260/000007426020000025/0000074260-20-000025-index.htm |
| 2019-02-07 | 2019-01-30 | Initial Statement (Form 3) | — | — | 0 | https://www.sec.gov/Archives/edgar/data/74260/000007426019000011/0000074260-19-000011-index.htm |
Governance Assessment
- Strengths: Independent status; deep financial expertise with Audit “Financial Expert” designation; chair of Compensation Committee with independent advisor (FW Cook); explicit prohibition of hedging/pledging; majority voting in uncontested elections with director resignation policy; strong related-party oversight via Executive Committee subcommittee (McNitt is a member). No related-party transactions proposed in 2024; all Section 16(a) filings timely .
- Attendance/Engagement: Board met quarterly; committees met regularly (Audit 7, Compensation 4, Executive 4); incumbents met at least 75% attendance threshold in 2024 .
- Alignment: Director equity introduced in 2025 ($75k RSUs annually) and ownership guideline raised to $400k; McNitt reported an equity award in Jan 2025, signaling increasing alignment through equity mix (RSU) .
- Shareholder signals: 2024 Say‑on‑Pay supported by ~94% of votes; board cites ongoing shareholder engagement and transparency initiatives .
RED FLAGS: None disclosed for related-party transactions (2024); hedging/pledging banned; director service capped at two other public boards to limit overboarding risk .
Potential Watchpoints: Director stock ownership guideline increased to $400k beginning 2025; while aggregate compliance is affirmed, individual director compliance status is not itemized—monitor future proxies and Form 4s to track progress toward guideline .