Steven J. Bateman
OLD REPUBLIC INTERNATIONALAbout Steven J. Bateman
Steven J. Bateman is an independent director of Old Republic International Corporation (ORI), serving since 2017 and currently age 66 . A former audit partner at PricewaterhouseCoopers LLP (PwC) with a 37-year career advising organizations across all major insurance fields, Bateman is designated a “Financial Expert” under SEC regulations and chairs ORI’s Audit Committee; he also serves on the Compensation and Executive Committees . He joined the Executive Committee in 2024 and succeeded as Audit Committee Chair effective May 23, 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Audit Partner | 37 years (retired) | Auditor and business advisor across insurance sectors; deep risk and industry expertise |
External Roles
- No other current public company directorships are indicated in Mr. Bateman’s proxy biography .
Board Governance
- Committee memberships: Audit (Chair), Compensation, Executive .
- Independence: Audit Committee members (including Bateman) are affirmatively independent under NYSE and SEC Rule 10A-3(b)(1) . In 2023, thirteen directors were independent under NYSE Section 303A.02 and SEC Item 407(a) .
- Attendance: In 2024 the Board met four times; each incumbent director attended at least 75% of Board and committee meetings on which they served .
- Audit Committee scope includes oversight of financial reporting, internal controls, legal/regulatory compliance, auditor independence and performance, internal audit, cybersecurity risk, and AI practices/protocols; held seven meetings in 2024 .
| Committee | Role | Meetings in 2024 | Notable Mandate |
|---|---|---|---|
| Audit | Chair | 7 | Financial reporting, internal controls, auditor oversight, cybersecurity, AI practices |
| Compensation | Member | 4 | CEO and executive pay oversight; committee may retain independent consultants |
| Executive | Member | 4 | Finance, dividends/capitalization, ERM, M&A, succession; related-party subcommittee of independent directors |
Fixed Compensation
| Item | 2024 | 2025 |
|---|---|---|
| Annual Board Membership Fee | $165,000 | $195,000 |
| Annual Board Membership Equity Compensation | $0 | $75,000 RSUs |
| Chairman of the Board Fee | $70,000 | $70,000 |
| Lead Independent Director Fee | $14,000 | $14,000 |
| Committee Membership Fee (per committee) | $14,000 | $0 |
| Governance & Nominating Chair Fee | $14,000 | $14,000 |
| Compensation Chair Fee | $14,000 | $14,000 |
| Audit Chair Fee | $21,000 | $21,000 |
| Vice Chair Fee (per committee) | $7,000 | $0 |
| 2024 Director Compensation (Bateman) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $216,333 |
| All Other Compensation | — |
| Total | $216,333 |
Notes:
- Independent directors may not receive compensation other than for director service; travel/lodging reimbursed .
- Beginning in 2025, non-employee directors receive annual RSU grants under the 2022 Incentive Compensation Plan with dividend equivalents and 1-year vesting; directors may elect a portion in cash to cover taxes up to expected liability based on maximum statutory rates .
Performance Compensation
| Feature | 2025 Details |
|---|---|
| Annual RSU Grant Value | $75,000 (grant-date fair value) |
| Plan | 2022 Incentive Compensation Plan |
| Vesting | 1-year |
| Dividend Equivalent Rights | Yes |
| Tax Cash Election | Permitted up to expected tax liability; remainder in ORI common stock; dividend equivalents and fractional shares paid in cash |
| Performance Metrics | None disclosed for director RSUs (time-based vesting only) |
Other Directorships & Interlocks
- Compensation Committee Interlocks and Insider Participation: In 2023, none of the members (including Bateman) were employees/officers or had relationships requiring disclosure under SEC rules .
- Audit Committee: No member served on audit committees of more than two other public companies .
Expertise & Qualifications
- SEC-defined “Financial Expert” with deep insurance auditing experience; background aligns with ORI’s risk oversight needs .
- Active oversight roles include signing the Compensation Committee Report for 2024 and leading the Audit Committee report process for inclusion of audited financials .
Equity Ownership
| Metric | As of 12/31/2023 | As of 3/12/2025 |
|---|---|---|
| Shares Subject to Stock Options | 0 | 0 |
| Shares Held by Employee Plans | 0 | 0 |
| Other Shares Beneficially Owned | 28,604 | 29,551 |
| Total Beneficial Ownership | 28,604 | 29,551 |
| Percent of Class | Less than 0.1% | Less than 0.1% |
Stock Ownership Guidelines:
- Directors must acquire at least $250,000 in ORI stock; new directors have 3 years to comply. The company states all directors either exceed requirements or are within allowed timeframes .
Governance Assessment
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Strengths:
- Audit Committee Chair and SEC “Financial Expert” with insurance-focused audit background; strong alignment to ORI’s risk profile .
- Committee scope includes cybersecurity and AI usage oversight—indicative of forward-looking risk governance .
- Active engagement: Compensation Committee report signatory and Executive Committee member with finance/ERM/M&A/succession remit .
- Independence affirmed; no interlocks or related-party relationships requiring disclosure; audit committee service limits observed .
-
Compensation/Alignment Signals:
- Shift in 2025 to include equity RSUs ($75,000) and higher board fees ($195,000) while eliminating committee membership fees—moves mix toward long-term alignment and simplification .
- Beneficial ownership increased modestly (28,604 → 29,551); compliant with director ownership policy .
-
Potential Risks/Watch Items:
- Director RSUs are time-based without disclosed performance metrics; common for directors but offers limited pay-for-performance linkage .
- Executive Committee remit is broad; continued monitoring of related-party subcommittee effectiveness is prudent (no adverse disclosures) .
- Board-level attendance is disclosed only as meeting the 75% threshold; individual attendance rates not provided .
RED FLAGS: None disclosed—no pledging, hedging, related-party transactions, or compensation interlocks requiring disclosure identified in the proxies reviewed .