Stephen J. Oberst
OLD REPUBLIC INTERNATIONALAbout Stephen J. Oberst
Stephen J. Oberst (age 57) is Executive Vice President of Old Republic International, serving in this role since October 2019, and is Chief Executive Officer of Old Republic Risk Management, Inc., which he joined in 1999 . Company performance during his EVP tenure has been strong: ORI’s five‑year total shareholder return index rose to 229.23 vs. 197.02 for the S&P 500 and 182.62 for the peer group through 12/31/2024 . Incentive metrics for 2024 reflected solid execution: consolidated net earned premiums and fees grew 13.3% (max payout) and the consolidated combined ratio was 93.9% (above-threshold payout) under the PRP framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Old Republic International Corporation | Executive Vice President | 2019–present | — |
| Old Republic Risk Management, Inc. | Chief Executive Officer | Joined 1999 | — |
External Roles
- None disclosed for Mr. Oberst in company filings .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 604,808 | 626,346 | 660,577 |
| Target Bonus (% of Salary) | — | — | 130% |
Performance Compensation
Annual and Equity Compensation (reported)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Non‑equity Incentive (PRP) ($) | — | 1,211,370 | 1,203,968 |
| Stock Awards ($) | 702,000 | 850,850 | 1,414,473 |
| Option Awards ($) | 246,400 | 293,400 | 366,400 |
| All Other Compensation ($) | 52,623 | 73,198 | 76,724 |
| Total Compensation ($) | 2,417,863 | 3,088,263 | 3,722,142 |
2024 PRP (Performance Recognition Plan) structure and outcomes
| Component | Weighting | Threshold | Objective | Maximum | Actual Performance | Payout Basis |
|---|---|---|---|---|---|---|
| Net Earned Premiums & Fees ($/% change; consolidated, ex Title/RFIG run‑off) | 35% | 2.0% | 5.0% | 8.0% | 13.3% | 200% of component |
| Combined Ratio (%; consolidated, ex RFIG run‑off) | 35% | 99.0% | 92.5% | 89.0% | 93.9% | 89.2% of component |
| Discretionary | 30% | 0% | 100% | 200% | Paid per Committee discretion | Included in total |
| Target Bonus ($; 130% of salary) | — | — | — | — | $858,750 | Total paid $1,203,968 |
2024 Long‑term equity (granted Mar 6, 2024)
| Award Type | Grant | Vesting | 2024 Target/Counts |
|---|---|---|---|
| RSUs | Time‑based; dividend equivalents | 3 equal annual tranches starting ~3/6/2025 | 12,042 RSUs |
| PSUs | Performance‑based; dividend equivalents | Earned over 3‑year performance period (FY2024–FY2026) | Target 36,250 PSUs |
| Stock Options | 10‑year term; service‑based | 3 equal annual tranches starting ~3/6/2025 | 80,000 options @ $29.29 strike |
PSU performance metrics (2024 grant)
| Metric | Weighting | Threshold | Objective | Maximum |
|---|---|---|---|---|
| 3‑Year Avg Operating ROE | 50% | 6% | 11% | 18% |
| 3‑Year Book Value Annual Compound Total Return per Share (incl. dividends) | 50% | 6% | 11% | 18% |
Equity Ownership & Alignment
Beneficial ownership (as of March 12, 2025 unless noted)
| Category | Shares |
|---|---|
| Shares Subject to Stock Options | 371,080 |
| Shares Held by Employee Plans (401(k), etc.) | 100,551 |
| Other Shares Beneficially Owned | 62,830 |
| Total Beneficial Ownership | 534,461 |
| Ownership as % of Shares Outstanding | 0.21% |
Unvested and performance equity at 12/31/2024
| Category | Count | Valuation basis |
|---|---|---|
| Restricted Stock/RSUs not yet vested | 45,407 | Market value @ $36.19/share |
| PSUs not yet vested (target) | 36,250 | Market value @ $36.19/share (target) |
| Options (new 2024 tranche) unexercisable | 80,000 @ $29.29, exp. 03/06/2034 | — |
- Hedging and pledging: Prohibited for directors and executive officers (no short sales, options/derivatives, margin or pledging; hedging prohibited) .
- Stock ownership guidelines: Senior officers targeted at 1.5x base salary; all directors and executive officers meet or are within the five‑year compliance period .
- Trading controls: Quarterly blackout windows, ad hoc blackouts, and mandatory pre‑clearance for directors/executive officers; Rule 10b5‑1 plans permitted subject to approval .
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment agreement | None; executives are at‑will (no employment contracts) |
| Severance / golden parachute | None; no change‑of‑control severance agreements in place |
| Change‑of‑control (equity) | If awards are not assumed, immediate vesting of restricted stock/RSUs at market value; PSUs vest at target; options value based on market minus strike as of 12/31/2024 in illustrative table |
| PRP vesting | Must be employed on payment date; pro‑rata vest on death/disability; full vest upon separation without cause in connection with a change‑in‑control |
| Retirement treatment | If retire in good standing at/after age 65 with ≥10 years of service, RSUs/options continue to vest over remaining schedule; PSUs remain eligible per subsequent performance determination (subject to covenants) |
| Clawback | NYSE/SEC‑compliant clawback policy covering erroneously awarded compensation in restatements; recovery unless impracticable |
| Trading policy | Comprehensive insider‑trading policy with MNPI controls, blackout windows, and pre‑clearance; prohibits hedging/pledging |
Potential Payments (illustrative, assuming change of control on 12/31/2024; $36.19/share)
| Scenario | PRP (Target) | Acceleration of Stock & Options | KEPRP Balance | Total |
|---|---|---|---|---|
| Involuntary or Constructive Termination | $0 | $0 | $3,095,754 | $3,095,754 |
| Change in Control (awards not assumed) | $858,750 | $5,045,557 | $3,095,754 | $9,000,061 |
| Involuntary/Constructive Termination following CoC | $858,750 | $5,045,557 | $3,095,754 | $9,000,061 |
| Death/Disability | $0 | $5,045,557 | $3,095,754 | $8,141,311 |
| Retirement | $0 | $0 | $3,095,754 | $3,095,754 |
| Voluntary Resignation | $0 | $0 | $3,095,754 | $3,095,754 |
Pension & Deferred Compensation
- Pension: Present value of accumulated benefit $370,345; eligible for early retirement benefits/in‑service withdrawals under frozen plan; formula based on 1.5% of Final Average Monthly Earnings × years of service; early retirement reductions/step‑ups detailed (ages 55–65) .
- Nonqualified deferred compensation (legacy KEPRP): 2024 earnings $383,990; aggregate deferred balance $3,095,754; balances vest and pay out per plan; immediate vesting/payable upon change in control .
SAY‑ON‑PAY & Peer Group
- Say‑on‑pay: 94% approval at the 2024 annual meeting (for 2023 executive compensation) .
- Compensation peer group: AFG, AIG, W.R. Berkley, Chubb, Cincinnati Financial, CNA, Fidelity National Financial, First American Financial, The Hartford, Stewart Information Services, Travelers .
Equity Grant Details at Year‑End 2024 (position)
| Instrument | Status |
|---|---|
| Unexercisable options (select tranches) | 80,000 @ $29.29 exp. 03/06/2034 |
| Unvested restricted stock/RSUs | 45,407 shares |
| PSUs (target, unearned) | 36,250 units |
| Earlier option tranches | Multiple exercisable/unexercisable positions with strikes from $18.14–$24.49 and expirations from 2026–2033 |
Investment Implications
- Pay‑for‑performance alignment: Annual cash incentives directly link to underwriting profitability (combined ratio) and premium/fee growth, with objective targets and capped payouts; long‑term PSUs tie to operating ROE and book value total return (both multi‑year, 50/50 weighted), reinforcing capital discipline and shareholder value creation .
- Retention and selling pressure: Significant unvested RSUs/PSUs and multi‑year option vesting plus a sizable deferred comp balance ($3.10M) suggest retention incentives and structured liquidity events; trading is constrained by quarterly blackouts and mandatory pre‑clearance, reducing opportunistic selling risk .
- Governance risk mitigants: No employment/severance contracts; hedging/pledging prohibited; robust clawback; stock ownership guidelines in place and compliant—indicators of strong alignment and downside risk controls .
- Performance context: Company TSR outperformed S&P 500 and peers over five years; 2024 underwriting and premium growth metrics achieved above targets under PRP, signaling execution strength in core levers tied to incentive pay .
Overall, compensation is heavily weighted to performance and multi‑year equity, with strict trading and clawback policies. The change‑of‑control illustration shows material equity acceleration if awards are not assumed, but the absence of cash severance reduces parachute risk .