W. Todd Gray
OLD REPUBLIC INTERNATIONALAbout W. Todd Gray
Executive Vice President (since May 2022) and Treasurer (since June 2018) of Old Republic International; previously Senior Vice President – Operations & Finance at Old Republic General Insurance Group (since September 2015). Age 57 as of December 31, 2024, with tenure in senior roles spanning ~10 years. Company performance metrics governing his incentives include consolidated net earned premiums & fees growth (13.3% in 2024 vs 5.0% objective) and combined ratio (93.9% vs 92.5% objective), as well as 3-year Operating ROE and Book Value Total Return for PSUs; Old Republic’s cumulative TSR rose to $229.23 on a $100 base by 2024 (peer TSR $182.62) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Old Republic International | Executive Vice President | May 2022–present | Corporate-level leadership; compensation tied to consolidated performance . |
| Old Republic International | Treasurer (Senior Vice President and Treasurer) | June 2018–present | Capital/treasury stewardship; equity incentives align to TSR/ROE . |
| Old Republic General Insurance Group | Senior VP – Operations & Finance | Sep 2015–May 2022 | Segment operations/finance leadership informing underwriting and margin outcomes . |
External Roles
No public company directorships or external roles disclosed for Mr. Gray in the company’s 10-K executive officer section .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $558,667 | $589,333 | $630,000 |
| Target Bonus % of Salary | — (PRP introduced in 2023) | 130% | 130% |
| Actual Annual Bonus Paid ($, PRP/Non-Equity Incentive) | — (KEPRP era) | $1,141,539 | $1,148,238 |
Performance Compensation
Annual PRP (cash)
| Component | Weighting | Target | Actual (2024) | Payout to Gray ($) | Vesting/Timing |
|---|---|---|---|---|---|
| Net Earned Premiums & Fees growth (ex-Title/RFIG) | 35% | 5.0% | 13.3% (max achievement) | $573,300 | Paid following year; must be employed at payment; pro rata if death/disability; full vesting if terminated without cause in connection with change-in-control . |
| Combined Ratio (ex-RFIG) | 35% | 92.5% | 93.9% (above-threshold, 89.2%) | $255,692 | Same PRP vesting terms . |
| Discretionary | 30% | Subjective | Committee judgment | $319,246 | Same PRP vesting terms . |
| Total | 100% | — | — | $1,148,238 | Paid in Feb 2025 for 2024 . |
2023 PRP (context): Gray target bonus 130% of salary with components earned vs targets; total paid $1,141,539 .
Long-Term Equity (RSUs, PSUs, Options) – 2024 Grants
| Award Type | Grant Date | Quantity | Fair Value ($) | Key Performance Metrics/Terms | Vesting |
|---|---|---|---|---|---|
| RSUs | 3/6/2024 | 10,537 | $308,629 | Time-based with dividend equivalents | 3 equal installments starting 3/6/2025 . |
| PSUs (target) | 3/6/2024 | 31,700 | $928,493 | 50% 3-year Avg Operating ROE (6%/11%/18% thr/obj/max), 50% 3-year Book Value Annual Compound Total Return per share incl. dividends (6%/11%/18% thr/obj/max); payout 0–200% | Based on performance to 12/31/2026; paid within 90 days of certification . |
| Stock Options | 3/6/2024 | 70,000 | $320,600 | 10-year term; exercise price $29.29; Black-Scholes valuation; dividend yield factored | 3 equal installments starting 3/6/2025; 03/06/25, 03/06/26, 03/06/27 . |
Equity Ownership & Alignment
-
Beneficial ownership and alignment
- Total beneficial ownership: 262,753 shares (192,805 subject to options exercisable within 60 days; 4,556 held by employee plans; 65,392 other shares); 0.11% of class .
- Restricted stock included in beneficial ownership: 23,355 shares subject to forfeiture/vesting restrictions .
- Hedging/pledging prohibited for directors/executives (no margin or collateral pledges allowed) .
- Stock ownership guidelines: executives expected to own stock; officers have recommended multiples (CEO 6x salary; President 4x; Office of CEO 1.5x); all directors/executives either exceed requirement or within the 5-year compliance window .
-
Outstanding equity at FY2024 year-end (unvested/unearned)
Metric Value Unexercised Options – Exercisable 1,500 + 4,125 + 6,750 + 22,500 + 28,000 + 39,960 + 23,310 = 126,145 (by line items; remaining 70,000 unexercisable) . Unexercised Options – Unexercisable 12,000 + 20,040 + 46,690 + 70,000 = 148,730 . Restricted Stock/RSUs not yet vested 33,892 shares; market value $1,226,551 at $36.19 . PSUs not yet vested (target) 31,700 units; indicative payout value $1,147,223 at $36.19 (target) . -
2024 vesting/realization
- Options exercised: none by Gray in 2024 .
- Restricted stock vested: 14,985 shares; value realized $450,965 .
Employment Terms
-
Employment status: executives are employees-at-will; no employment agreements or “golden parachute” severance contracts; compensation determined annually by the Compensation Committee (with CEO consult for others) .
-
Clawbacks and trading policy: comprehensive recoupment (clawback) policy; securities trading policy prohibits hedging/pledging, short sales, derivatives, and margin accounts .
-
Change-in-control and termination treatment (plan-based):
- 2022 Incentive Compensation Plan: RSUs/PSUs/options immediately vest upon change-in-control if awards are not assumed/replaced; if assumed, vesting accelerates upon termination without cause within 36 months post-CIC (double trigger) .
- PRP vesting: must be employed on payment date; pro rata if death/disability; full vesting if terminated without cause in connection with CIC .
-
Potential payments for Mr. Gray (illustrative, as of 12/31/2024 at $36.19 share price):
Scenario PRP Payment ($) Equity Acceleration ($) KEPRP Balance ($) Total ($) Involuntary or Constructive Termination $0 $0 $1,588,623 $1,588,623 Change in Control (awards not assumed) $819,000 $3,824,600 $1,765,136 $6,408,736 Involuntary/Constructive Termination following CIC $819,000 $3,824,600 $1,765,136 $6,408,736 Death/Disability $0 $3,824,600 $1,588,623 $6,232,223 Retirement $0 $0 $1,588,623 $1,588,623 Voluntary Resignation $0 $0 $1,588,623 $1,588,623 -
Retirement/vesting nuances: RSUs/options continue to vest if retire in good standing after attaining age 65 with 10 years of service, subject to restrictive covenants; PSUs eligible to vest based on certified performance after the period if retire in good standing or upon death/disability .
Compensation Structure Notes and Peer Benchmarking
- Program evolution: Shift to objective, performance-based PRP in 2023 and to a larger long-term equity mix in 2024 (RSUs/PSUs/options) to strengthen pay-for-performance alignment .
- Performance metrics linkage: Company identifies net operating income and underwriting income as best links to “compensation actually paid” (for SEC Pay vs Performance), complementing PRP and PSU metrics .
- Say-on-Pay: 94% approval at 2024 Annual Meeting (for 2023 compensation), indicating strong shareholder support for pay design .
- Compensation peer group: AFG, AIG, W.R. Berkley, Chubb, Cincinnati Financial, CNA Financial, FNF, First American, The Hartford, Stewart, Travelers; independent consultant (FW Cook) used for review .
Investment Implications
- Pay-for-performance alignment: Gray’s bonus reflects outperformance on premiums/fees growth and above-threshold underwriting margin; PSU metrics (Operating ROE, Book Value TR) directly tie long-term payouts to value creation, supporting alignment with shareholders .
- Selling pressure and upcoming supply: 2024 RSUs/Options begin vesting on 3/6/2025, 3/6/2026, 3/6/2027; Gray realized ~$451k from 2024 restricted stock vesting and has unvested RSUs/PSUs and unexercisable options that could create periodic liquidity events around vesting/certification dates .
- Retention and CIC economics: While at-will (no fixed-term employment), deferred KEPRP balances ($1.77M) and potential CIC equity acceleration (~$3.82M) offer retention/incentive effects; double-trigger mechanics mitigate single-trigger windfalls .
- Governance and risk: Hedging/pledging bans, clawback policy, and high say-on-pay support reduce governance risk; ownership of 0.11% is modest but company states all executives meet or are tracking to guidelines, tempering alignment concerns .