Therace M. Risch
OLD REPUBLIC INTERNATIONALAbout Therace M. Risch
Therace M. Risch is an independent director of Old Republic International (ORI) since 2024 and serves on the Audit Committee and the Governance & Nominating Committee. She is age 52 in the 2025 proxy, with prior roles as EVP & Chief Information & Technology Officer at American Electric Power (AEP), EVP & Chief Information & Digital Officer at J.C. Penney, and EVP & CIO at COUNTRY Financial; she has ~10 years of direct insurance industry experience at St. Paul Companies and COUNTRY Financial, with core credentials in cybersecurity, technology transformation, and foundational IT operations. Initially appointed effective March 18, 2024, she is classified as a continuing Class 3 director with a term expiring in 2026, and has been affirmatively determined to be independent under NYSE and SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Electric Power Company, Inc. | EVP & Chief Information & Technology Officer (SVP & CIO prior) | May 2020–July 2021 (SVP/CIO); July 2021–April 2025 (EVP/CITO) | Led technology transformation and cybersecurity programs relevant to ORI’s risk oversight needs |
| J.C. Penney Company, Inc. | EVP & Chief Information & Digital Officer | Not disclosed | Enterprise digital and IT leadership experience |
| COUNTRY Financial | EVP & Chief Information Officer | Not disclosed | Insurance IT leadership; domain knowledge aligning with ORI’s underwriting operations |
| St. Paul Companies, Inc. | Senior insurance/IT roles | ~10 years combined insurance industry experience | Insurance industry expertise strengthening board oversight of risk and operations |
External Roles
- ORI proxy does not disclose other current public company board directorships for Ms. Risch.
- Employment history (AEP, J.C. Penney, COUNTRY Financial) noted above; no related-party relationships with ORI were disclosed upon appointment.
Board Governance
| Item | Detail |
|---|---|
| Board Class/Term | Continuing Director, Class 3; Term expires 2026 |
| Independence | Affirmatively determined independent (NYSE/SEC standards) |
| Committees | Audit; Governance & Nominating |
| Committee Chairs | None (member on both committees) |
| Meeting Counts (2024) | Board: 4; Audit: 7; Compensation: 4; Executive: 4; Governance & Nominating: 5 |
| Attendance | Each incumbent director attended ≥75% of Board and committee meetings in 2024 |
| Audit Committee Scope | Financial reporting; internal controls; compliance; auditor oversight; internal audit; data protection & cybersecurity risk; AI practices |
| Governance & Nominating Scope | Board composition/qualifications; independence review; committee performance; governance guidelines; codes of ethics; ESG policies |
| Cybersecurity Oversight | Board explicitly added a director with cybersecurity expertise (Risch) to Audit and Governance & Nominating Committees in March 2024 |
Fixed Compensation
| Component | 2024 | 2025 |
|---|---|---|
| Annual Board Membership Fee | $165,000 | $195,000 |
| Annual Board Equity Compensation | $0 | $75,000 RSUs; one-year vest; dividend equivalents; limited cash election to cover taxes |
| 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 (eliminated) |
| Governance & Nominating Chair Fee | $14,000 | $14,000 |
| Compensation Committee Chair Fee | $14,000 | $14,000 |
| Audit Committee Chair Fee | $21,000 | $21,000 |
| Vice Chair Fee (per committee) | $7,000 | $0 (eliminated) |
| Director | 2024 Fees Earned or Paid in Cash | All Other Compensation | Total |
|---|---|---|---|
| Therace M. Risch | $152,792 | $— | $152,792 |
Notes:
- Independent directors may not receive any compensation other than director service fees to maintain independence.
Performance Compensation
| Metric Category | Structure | Metric | Target/Measurement | Payout Determinants |
|---|---|---|---|---|
| Director Equity | Annual RSU grant (2025 onward) | Time-based vesting | One-year vest; dividend equivalents | Not performance-based; directors may elect limited cash to cover tax withholding |
No performance metrics (e.g., revenue, EBITDA, TSR) are tied to non-employee director compensation at ORI; awards are time-based RSUs for directors starting in 2025.
Other Directorships & Interlocks
- Public company boards: None disclosed in ORI proxy for Ms. Risch.
- Compensation Committee interlocks: 2024 committee members had no relationships requiring disclosure; Ms. Risch is not a member of this committee.
Expertise & Qualifications
- Cybersecurity, technology transformation, and foundational IT operations expertise; direct insurance industry experience enhancing risk oversight and operational understanding.
- Governance alignment with Board’s risk oversight in cybersecurity and AI use protocols.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 12, 2025) | 6,086 shares; <0.1% of class |
| Stock Ownership Guidelines (Directors) | Increased requirement from $250,000 to $400,000 in Dec 2024; 5-year compliance window; valued at greater of current market or acquisition cost |
| Hedging/Pledging | Prohibited (no short sales, derivatives, margin/pledging, hedging) |
| Director Equity Program (2025) | Annual RSU grant $75,000; one-year vest; dividend equivalents; optional limited cash for tax |
| General Compliance Statement | All directors and executive officers either exceed the applicable requirement or are within the permitted 5-year compliance window |
Insider Trades (Form 4 – Director)
| Filing Date | Transaction Date | Type | Shares Transacted | Price | Post-Transaction Ownership | SEC URL |
|---|---|---|---|---|---|---|
| 2024-03-25 | 2024-03-18 | Form 3 (initial) | 0 | $0.00 | 0 | https://www.sec.gov/Archives/edgar/data/74260/000007426024000071/0000074260-24-000071-index.htm |
| 2024-05-02 | 2024-04-30 | Open market purchase | 6,086 | $29.77 | 6,086 | https://www.sec.gov/Archives/edgar/data/74260/000007426024000079/0000074260-24-000079-index.htm |
| 2025-01-31 | 2025-01-29 | Award/Grant | 2,039 | $0.00 | 8,125 | https://www.sec.gov/Archives/edgar/data/74260/000007426025000022/0000074260-25-000022-index.htm |
| 2025-09-04 | 2025-09-02 | Open market purchase | 1,500 | $39.90 | 9,625 | https://www.sec.gov/Archives/edgar/data/74260/000007426025000146/0000074260-25-000146-index.htm |
| 2025-11-04 | 2025-11-03 | Open market purchase | 477 | $38.89 | 10,102 | https://www.sec.gov/Archives/edgar/data/74260/000166088225000005/0001660882-25-000005-index.htm |
| 2025-11-04 | 2025-11-03 | Open market purchase | 523 | $39.36 | 10,625 | https://www.sec.gov/Archives/edgar/data/74260/000166088225000005/0001660882-25-000005-index.htm |
Source: Insider-trades skill output (Form 3/4 SEC filings; post-transaction holdings shown per filing).
Governance Assessment
- Board effectiveness: Risch strengthens cyber and technology oversight on Audit and Governance & Nominating Committees; Audit scope explicitly includes cybersecurity and AI practices, with committee meeting cadence consistent with quarterly reporting and annual oversight.
- Independence and conflicts: Affirmatively independent; 8-K states no arrangements or disqualifying relationships; independent directors may only receive director compensation. No related-party transactions disclosed for Risch.
- Compensation and alignment signals: Director pay structure updated for 2025 to add $75k RSUs (time-based) and higher cash retainer ($195k) while eliminating committee membership fees—shifts mix toward equity and simplifies fees; increased director ownership guideline to $400k supports alignment.
- Attendance/engagement: Board met quarterly; each incumbent director achieved ≥75% attendance across Board/committee meetings in 2024; Audit held seven meetings indicating active oversight.
- RED FLAGS: None observed—hedging/pledging prohibited; compensation committee interlocks disclosed as none requiring reporting; no related-party exposure for Risch noted.
Initial appointment and committee placements: Appointed March 18, 2024; Audit and Governance & Nominating committee member; later categorized as Class 3 continuing director (term to 2026), consistent with board refreshment disclosures highlighting added cybersecurity expertise.