Steven R. Walker

About Steven R. Walker

Steven R. Walker is Old Republic’s Lead Independent Director (since 2021), an independent director since 2006, age 79. He is a former Senior Counsel and Partner at Leland, Parachini, Steinberg, Matzger & Melnick, LLP with deep legal and title insurance industry experience. He currently serves on the Audit and Executive Committees and chairs the Governance and Nominating Committee through May 22, 2025, when Michael D. Kennedy will succeed him as Chair. In 2024, each incumbent director attended at least 75% of aggregate Board and committee meetings.

Past Roles

External Roles

Board Governance

• Leadership role and independence
  • Lead Independent Director; responsibilities include chairing independent director meetings, liaising between independents and Chair/CEO, presiding over executive sessions, input on agendas, and authority to retain independent advisors.
  • ORI states 13 of its directors are independent under NYSE and SEC standards; all directors except the CEO are independent. Directors may not serve on more than two other public company boards.
• Committee assignments and chair roles (2025 proxy as of filing date)
  • Governance & Nominating Committee: Chair (Walker), succeeds to Michael D. Kennedy effective May 22, 2025.
  • Audit Committee: Member.
  • Executive Committee: Member.
  • Lead Independent Director: Designated LID.
• Meeting cadence and attendance
  • 2024 meetings: Board (4), Audit (7), Compensation (4), Executive (4), Governance & Nominating (5). Each incumbent director attended ≥75% of aggregate Board and committee meetings.
• Elections and shareholder support
  • May 22, 2025 Annual Meeting results: Say-on-Pay For 187,206,392; Against 5,316,356; Abstain 850,311; Broker non-votes 28,702,057. Director election results showed strong support for all nominees.
  • Prior Say-on-Pay (2024 meeting for 2023 pay): ~94% approval.
• Related party controls
  • Walker serves on the independent subcommittee that reviews related party transactions; no proposed related party transactions in 2024.

Fixed Compensation

• Director fee structure (non-employee directors) | Component | 2024 | 2025 | |---|---:|---:| | Annual Board Membership Fee (Cash) | $165,000 | $195,000 | | Annual Board Membership Equity Compensation | $0 | $75,000 RSUs; 1-year vest; dividend equivalents; optional cash election for tax. | | 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 (note: Walker succeeded as Chair 5/22/2025) | | Compensation Chair Fee | $14,000 | $14,000 | | Audit Chair Fee | $21,000 | $21,000 |
• Walker’s 2024 director compensation: $235,000 (cash).

Implications:

• 2025 structure shifts mix toward equity for directors (annual RSUs) and simplifies cash by removing per-committee membership fees; Walker’s cash from committee membership declines with the removal of per-committee fees, partially offset by higher base retainer and the new annual RSUs.

Performance Compensation

• Directors: Beginning in 2025, each non-employee director receives annual restricted stock units valued at $75,000 at grant, dividend equivalents, 1-year vest; optional partial cash election for tax obligations. No director stock options are disclosed for directors.

Other Directorships & Interlocks

Expertise & Qualifications

• Legal and governance expertise; extensive title insurance industry experience.
• Lead Independent Director responsibilities align him with board process, executive sessions, agenda setting, and independent oversight.
• Independence affirmed; ORI prohibits hedging/pledging by directors and executives, supporting alignment.

Equity Ownership

• Director stock ownership guideline increased to $400,000 beginning in 2025; ORI states all directors either exceed their guideline or are within the five-year compliance window. Hedging and pledging are prohibited.

Governance Assessment

• Strengths
  • Lead Independent Director with clearly defined powers; independent committee composition; robust committee structure and cadence.
  • High shareholder support on compensation (2024: ~94%; 2025 vote tallies favorable), signaling investor confidence.
  • Enhanced director alignment via 2025 RSU grants; increased director ownership guideline to $400,000; prohibition on hedging/pledging.
  • Active related-party oversight subcommittee with no transactions in 2024; timely Section 16 filings.
• Watch items
  • Chair transition: Walker ceases as Governance & Nominating Committee Chair effective May 22, 2025; continuity depends on smooth handoff to Michael D. Kennedy.
  • Attendance details are aggregate (≥75% for all incumbents); individual attendance percentages are not disclosed.

Appendix: Committee Assignments and Attendance Context

Insider Transactions and Section 16 Compliance