David C. Hisey
STEWART INFORMATION SERVICESAbout David C. Hisey
David C. Hisey, 64, has served as Chief Financial Officer and Treasurer of Stewart Information Services Corporation since 2017. He holds a BBA magna cum laude in Accounting from James Madison University and is a Certified Public Accountant licensed in Virginia . Under his tenure, STC’s 2024 results improved versus 2023: net income attributable to the company was $73.3M ($2.61/diluted share) on total revenues of $2.5B, with pretax margin of 4.6% (vs. 2.7% in 2023); STC’s share price rose 14.9% in 2024 . Over a longer horizon, pay-versus-performance disclosures show 2024 total shareholder return index value of 193.81 (base=100 at YE2019), alongside net income of $73.30M and pretax margin of 4.6% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stewart Information Services Corp. | Chief Financial Officer and Treasurer | 2017–present | Leads finance, accounting, treasury, risk management, investor relations, corporate development; focus on top-line growth and bottom-line improvement . |
External Roles
No external public company directorships or outside corporate roles for Mr. Hisey are disclosed in the latest proxy .
Fixed Compensation
| Component | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Base Salary ($) | 513,500 | 513,500 | 530,000 | 2024 base raised 3.2% YoY . |
| All Other Compensation ($) | 103,980 | 48,826 | 94,854 | Includes insurance, LTD premiums, dividends on restricted stock, 401(k) match . |
| Detail – Life Insurance ($) | — | — | 7,109 | Perquisites breakout . |
| Detail – LTD (UNUM IDI) ($) | — | — | 6,836 | . |
| Detail – LTD Basic ($) | — | — | 723 | . |
| Detail – Restricted Stock Dividends ($) | — | — | 69,836 | . |
| Detail – 401(k) Match ($) | — | — | 10,350 | . |
Performance Compensation
Short-Term Incentive Plan (STIP) – Design and 2024 Outcome
| Metric | Weight | Threshold | Target | Maximum | 2024 Result | Payout vs Target |
|---|---|---|---|---|---|---|
| Corporate Pre-Tax Margin | 60% | 1.75% | 3.75%–4.25% | 7.25% | 4.41% | 105.3% . |
| Corporate Net Revenue | 20% | $1,300M | $1,500M | $1,725M | $1,612.7M | 150.1% . |
| Individual Qualitative | 20% | — | — | Capped at higher of financial achievement or target | Capped at 19.8% weighted for Hisey | See cap rule . |
| Executive | 2024 Base ($) | Target STIP (% Base) | Target ($) | Financial Weighted Payout | Individual Weighted Payout | Total Payout Multiple | Actual STIP ($) |
|---|---|---|---|---|---|---|---|
| David C. Hisey | 530,000 | 100% | 530,000 | 93.2% | 19.8% | 113.0% | 598,900 . |
Notes:
- Hisey’s 2024 STIP target remained 100% of salary; weighting: 60% pretax margin, 20% net revenue, 20% individual .
Long-Term Incentive (LTI) – Structure and Grants
-
2024 LTI mix: 50% performance-based RSUs (PSUs), 50% time-based RSUs (TBRSUs) .
-
2024 LTI grant value for Hisey: $1,459,937 (up 42.2% YoY; 2023: $1,026,952) .
-
2024 Grants (each at $61.44 grant-date price):
- 11,881 PSUs; performance condition: Adjusted Pre-Tax Margin ≥ 4.5% in at least 3 of 7 quarters (Q2’24–Q4’25); committee certified met on Feb 26, 2025; vests on 3rd anniversary (time condition) .
- 11,881 TBRSUs; vest ratably over 3 years from grant .
-
2023 PSUs (Hisey: 15,069 units) – performance restriction certified met on Aug 6, 2024 (≥5.0% pretax margin in 3 of 7 quarters Q2’23–Q4’24); now subject to time vest on 3rd anniversary of grant .
| Year | Vehicle | Units (Hisey) | Key Performance Condition | Status |
|---|---|---|---|---|
| 2024 | PSUs | 11,881 | Adjusted Pre-Tax Margin ≥ 4.5% in 3 of 7 quarters (Q2’24–Q4’25) | Met (certified 2/26/2025); vests at 3rd anniversary . |
| 2024 | TBRSUs | 11,881 | Time-based | 1/3 per year over 3 years . |
| 2023 | PSUs | 15,069 | Pretax Margin ≥ 5.0% in 3 of 7 quarters (Q2’23–Q4’24) | Met (certified 8/6/2024); time vest remains . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 151,553 shares (<1%); includes 93,194 vested and exercisable options; excludes 42,180 unvested RSUs (as of 3/11/2025) . |
| Outstanding Options | 71,250 @ $39.76 exp. 2/7/2030; 21,944 @ $53.24 exp. 3/10/2031 (both vested/exercisable) . |
| Unvested Equity (12/31/2024) | TBRSUs: 2,126 (2022), 6,698 (2023), 11,881 (2024) with market values $143,484; $452,048; $801,849. PSUs: 15,069 (2023), 11,881 (2024) with market values $1,017,007; $801,849 (at $67.49) . |
| Ownership Guidelines | 2× base salary for NEOs; Hisey in compliance as of 12/31/2024 . |
| Hedging/Pledging | Prohibited for executives; pledging only under rare, pre-approved exceptions (company-wide policy) . |
| Insider Trading Controls | Pre-clearance, blackout periods, 10b5-1 plans permitted with pre-approval . |
Ownership Context:
- Options were valued at $2,288,465 under termination scenarios using $67.49 stock price as of 12/31/2024, indicating material in-the-money value that may influence exercise timing under 10b5-1 plans .
Employment Terms
General NEO Agreements (auto-renew annually) include confidentiality, 12-month non-compete and non-solicit, and double-trigger equity vesting upon change in control .
| Scenario (as of 12/31/2024) | Cash Severance | STIP | Time-Based LTI | Performance LTI | Options | COBRA | Outplacement | Total ($) |
|---|---|---|---|---|---|---|---|---|
| Death | — | 530,000 | 712,020 | 945,265 | 2,288,465 | — | — | 4,475,749 . |
| Disability | — | 530,000 | 712,020 | 945,265 | 2,288,465 | 18,578 | — | 4,494,327 . |
| Retirement | 530,000 | 530,000 | 1,397,380 | 1,284,267 | 2,288,465 | 18,578 | — | 6,048,690 . |
| Involuntary Termination (no CIC) | 530,000 | — | 712,020 | 945,265 | 2,288,465 | 18,578 | 10,000 | 4,504,327 . |
| Involuntary Termination w/ CIC (Double Trigger) | 1,060,000 | 1,060,000 | 1,397,380 (accelerated) | 1,818,856 (accelerated) | 2,288,465 (accelerated) | 18,578 | 10,000 | 7,653,279 . |
Additional terms:
- Double-trigger acceleration under 2018/2020 plans for equity upon CIC and qualifying termination; no excise tax gross-ups (company practice) .
- Clawback policy compliant with NYSE; recovery of incentive compensation after restatement (no-fault) .
Compensation History and Mix
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | SEC Total ($) |
|---|---|---|---|---|---|
| 2024 | 530,000 | 1,459,937 | 598,900 | 94,854 | 2,683,691 . |
| 2023 | 513,500 | 1,026,952 | 398,096 | 48,826 | 1,987,374 . |
| 2022 | 513,500 | 1,396,900 | 289,427 | 103,980 | 2,303,807 . |
- 2024 pay structure emphasizes performance: NEO average 71% “at-risk” variable compensation; CEO 80% .
- 2024 Say-on-Pay approval: 97.6% .
Performance & Track Record
| Measure | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income Attributable to STC ($M) | 162.3 | 30.4 | 73.3 . |
| Pretax Margin (%) | 7.6 | 2.7 | 4.6 . |
| Total Revenues ($B) | — | 2.3 | 2.5 . |
| TSR Index (base=100 at YE2019) | 114.37 | 163.93 | 193.81 . |
Strategic/operational contributions credited to the CFO in 2024 individual assessment include improved acquisition support processes, enhanced capital, cash management and investment frameworks, and talent development/succession planning .
Compensation Structure Analysis
- Strong pay-for-performance alignment: STIP tied primarily to adjusted pretax margin and net revenue; widened performance ranges to address macro uncertainty; payouts at 113% of target for Hisey in 2024 .
- LTI risk profile: Shift to 50/50 PSUs/TBRSUs balances retention with performance; PSUs capped at target (no upside multiplier), requiring sustainable margin achievement and stock price appreciation for realized value—mitigates windfalls .
- Governance safeguards: No option repricing; no CIC gross-ups; robust clawback; anti-hedging/pledging; ownership guidelines met .
Vesting Schedules and Insider Selling Pressure
- Upcoming vests:
- 2023 PSU tranche (Hisey 15,069) time-based vesting on 3rd anniversary of 3/8/2023 grant (2026), following performance certification on 8/6/2024 .
- 2024 PSU tranche (Hisey 11,881) to vest on 3rd anniversary of 3/26/2024 (2027), following performance certification on 2/26/2025 .
- 2024 TBRSUs (Hisey 11,881) vest 1/3 annually through 2027 .
- Options are fully vested and significant in-the-money value existed at 12/31/2024 ($2.29M valuation used in scenario tables), creating potential exercise/monetization windows typically managed via pre-cleared trades or 10b5-1 plans .
Employment Terms
- Auto-renewing employment agreements; non-compete and non-solicit for 12 months post-termination; double-trigger equity vesting upon CIC; COBRA continuation (12 months for NEOs) and up to $10,000 outplacement for certain terminations; retirement provisions include STIP (1× target) and continued vesting as outlined .
Investment Implications
- Alignment: High proportion of variable and performance-conditioned pay, strict ownership/anti-hedging policies, and strong Say-on-Pay support point to shareholder alignment and disciplined incentive design .
- Retention vs. liquidity dynamics: Multiple tranches of RSUs and PSUs vesting through 2027 support retention but also create periodic sellable supply; sizable in-the-money options could be exercised under 10b5-1 plans, though anti-hedging/pledging and pre-clearance mitigate disruptive trading risk .
- Execution track record: Margin and earnings improved in 2024; pretax margin is the dominant incentive metric (STIP and PSU), directly linking compensation to the core profitability lever that correlates with shareholder returns .
- Downside protections and change-of-control economics: Double-trigger CIC with 2× base and 2× target bonus plus equity acceleration is market-consistent, not excessive; absence of excise tax gross-ups reduces shareholder risk of inflated parachutes .