Spencer LeRoy III
OLD REPUBLIC INTERNATIONALAbout Spencer LeRoy III
Independent Director (since 2017; Director since 2015), Chairman of the Board since 2021; age 78. Until retirement in 2014, he served as Old Republic’s Senior Vice President, Secretary and General Counsel (1992–2014), following partnership at Lord, Bissell & Brook (now Troutman Pepper Locke). Legal background spans insurance, corporate governance, and financial matters; currently classified as an independent director under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Old Republic International Corporation | Senior Vice President, Secretary & General Counsel | 1992–2014 | Led legal affairs across insurance, governance, and finance; deep institutional knowledge |
| Lord, Bissell & Brook (now Troutman Pepper Locke) | Partner | Prior to 1992 | Insurance and corporate governance legal practice |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | — |
Board Governance
- Roles: Chairman of the Board; member, Executive Committee; independent director .
- Oversight: As Chair, presides at Board and Annual Meeting; sets Board agendas with CEO; authorized to engage independent advisors at Company expense .
- Related-party oversight: Chairs the independent subcommittee reviewing related party transactions; no proposed related party transactions in 2024 .
- Independence & limits: Board majority independent; directors may serve on no more than two other public company boards .
- Attendance: Board met four times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings .
| Governance Item | Detail |
|---|---|
| Independence status | Independent director per NYSE/SEC standards |
| Board Chair | Chairman of the Board (since 2021) |
| Lead Independent Director | Steven R. Walker (2024); separate from Chair |
| Committees | Executive Committee (member) |
| Related-party subcommittee | Chair (with Bateman, McNitt, Walker) |
| Meeting counts (2024) | Board: 4; Audit: 7; Compensation: 4; Executive: 4; Governance: 5 |
| Director attendance | ≥75% of Board/committee meetings (each incumbent) |
| Executive sessions | Independent directors met in executive session at least once in 2024 |
| AI and cybersecurity oversight | Audit Committee oversees cybersecurity and AI practices/protocols |
Fixed Compensation
| Component | 2024 Amount | 2025 Amount | Notes |
|---|---|---|---|
| Annual Board Membership Fee | $165,000 | $195,000 | All non-employee directors |
| Chairman of the Board Fee | $70,000 | $70,000 | Paid to Board Chair |
| Committee Membership Fee (per committee) | $14,000 | $0 | Eliminated in 2025 |
| Vice Chair Fee (per committee) | $7,000 | $0 | Eliminated in 2025 |
| Director Compensation Paid (LeRoy) | $249,000 (cash) | — | 2024 total “Fees Earned or Paid in Cash”; equity begins in 2025 |
Performance Compensation
| Component | 2024 | 2025 | Vesting/Terms |
|---|---|---|---|
| Annual Director Equity Grant | Not applicable (no equity) | RSUs valued at $75,000 | One-year vesting; dividend equivalent rights; pre-vest election to receive cash up to expected tax liability |
| Stock Ownership Guidelines | $250,000 requirement | Increased to $400,000 beginning in 2025 | 5-year compliance window; measured at greater of cost or current value |
No director performance metrics (e.g., TSR hurdles) are tied to director equity awards; RSUs are time-based with one-year vesting .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | Directors are limited to serving on ≤2 other public company boards |
Expertise & Qualifications
- Insurance legal expertise; corporate governance and finance experience from senior legal role at ORI and prior law firm partnership .
- Board leadership experience as Chairman; authority to engage advisors; collaboration with Lead Independent Director structure .
Equity Ownership
| Holder | Shares Direct | Shares Indirect | Total Beneficial Ownership | % of Class | Notes |
|---|---|---|---|---|---|
| Spencer LeRoy III (as of Mar 12, 2025) | — | — | 100,686 | <0.1% | Includes 16,617 shares held in IRA/Roth IRA trusts |
| Spencer LeRoy III (Form 4, Jan 31, 2025) | 86,108 | 16,617 | 102,725 | — | Reported on Form 4; issuer ORI |
Hedging and pledging of Company stock by directors and executive officers are prohibited under ORI’s Securities Trading Policy .
Insider Filings Snapshot
| Filing Date | Form | Description | Link |
|---|---|---|---|
| Jan 31, 2025 | Form 4 | Statement of changes in beneficial ownership (LeRoy) | |
| Jan 31, 2025 | Index | Insider transactions list showing LeRoy Form 4 | |
| Jan 31, 2025 | Summary | Insider holders page with LeRoy totals |
Governance Assessment
- Board effectiveness: Strong structure with separate Chair/CEO, Lead Independent Director, majority independent Board, annual self-evaluations, and majority voting in uncontested elections (director resignation policy upon more “against” than “for”) .
- Independence and conflicts: LeRoy is independent; he retired from management in 2014 (well beyond NYSE lookback). He chairs the related-party subcommittee; no related-party transactions proposed in 2024—reduces conflict risk .
- Engagement and attendance: Board met quarterly; incumbents met ≥75% attendance; independent director executive sessions held .
- Compensation alignment: 2025 introduces RSUs ($75,000) for non-employee directors and raises ownership guideline to $400,000—improves alignment; elimination of committee membership fees reduces pay for service “stacking” .
- Risk indicators: Hedging/pledging prohibited; robust clawback policy for executives; 2024 Say-on-Pay approval ≈94% indicates investor support of compensation framework (signal of broader governance acceptance) .
- RED FLAGS: None disclosed for LeRoy specifically—no related-party transactions, no pledging, attendance threshold met. Note: As Board Chair, he wields agenda control and advisor engagement authority; mitigated by Lead Independent Director role and committee independence .