Elizabeth K. Giddens
STEWART INFORMATION SERVICESAbout Elizabeth K. Giddens
Elizabeth K. Giddens, 54, is Chief Legal Officer and Corporate Secretary of Stewart Information Services (STC), leading underwriting, claims, litigation, compliance, corporate governance and regulatory across Stewart and subsidiaries; she joined Stewart in 2022 as Deputy Chief Legal Officer and was promoted to Chief Legal Officer in 2023 . She serves on the boards of Stewart Title Guaranty Company, Stewart Title Company, and Stewart Title Insurance Company, and holds a JD (University of Oklahoma), MBA (University of Tulsa), and BA (Trinity University); she is admitted to the Texas and Oklahoma Bars . Company performance context: in 2023 STC revenues were $2.3B (vs. $3.1B in 2022), net income $30.4M ($1.11 diluted EPS), ROE 2.2%, pre-tax margin 2.7%, and TSR +37.5% for the year . The most important performance measures linking pay and performance include pre-tax margin, total revenue, title operating revenue, title market share, diluted EPS, and employee engagement .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stewart Information Services | Deputy Chief Legal Officer | 2022 | Hired to transition succession of outgoing CLO; positioned for promotion |
| Stewart Information Services | Chief Legal Officer & Corporate Secretary | 2023–present | Leads legal functions; improvements in claims/litigation management lowering claims loss ratio to 3.9% in 2024 |
| Integer Holdings Corporation | SVP, General Counsel, Chief Ethics & Compliance Officer, Corporate Secretary | 2019–2021 | Led legal department; broad securities, M&A, governance, ethics and compliance expertise |
| Mr. Cooper Group (Nationstar Mortgage) | SVP, Deputy General Counsel, Corporate Secretary | 2012–2019 | Senior legal leadership in mortgage sector; governance and corporate secretary responsibilities |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Stewart Title Guaranty Company | Director | Current | Subsidiary board seat |
| Stewart Title Company | Director | Current | Subsidiary board seat |
| Stewart Title Insurance Company | Director | Current | Subsidiary board seat |
| Texas Bar Association | Member | Current | Professional licensure |
| Oklahoma Bar Association | Member | Current | Professional licensure |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $350,000 | $383,500 |
| All Other Compensation ($) | $23,305 | $32,149 |
| SEC Total ($) | $994,583 | $1,232,390 |
- 2024 base salary increased 9.6% year-over-year (from $350,000 to $383,500), a larger adjustment based on comparator pay data .
Performance Compensation
Short-Term Incentive (STIP)
| Item | 2023 | 2024 |
|---|---|---|
| Target as % of Salary | 100% | 100% |
| Financial Metrics (Corporate Pre-Tax Margin, Corporate Net Revenue) – Weight | 80% | 80% |
| Individual Qualitative Metric – Weight | 20% | 20% |
| Financial Metrics Weighted Payout | 71.9% | 93.2% |
| Individual Qualitative Weighted Payout | 100.0% | 19.8% |
| Total Payout Multiple | 77.5% | 113.0% |
| Actual Bonus Paid ($) | $271,341 | $433,355 |
- 2024 qualitative achievements considered: leadership bench-building, improved claims and litigation management (claims loss ratio reduced from 4.1% in 2023 to 3.9% in 2024), leadership education and mentorship, and establishment of Legal Operations for tech, reporting, and analytics .
Long-Term Incentive (LTI) – RSUs
| Grant Component | Grant Date | Units/Description | Vesting Terms | Grant Date Fair Value Basis |
|---|---|---|---|---|
| Performance-Based RSUs | Mar 26, 2024 | 3,120 units | Performance gate: pre-tax margin ≥4.5% in 3 of 7 quarters (Q2’24–Q4’25); forfeiture if not met; time restriction met on 3rd anniversary | Closing price $61.44 on grant date |
| Time-Based RSUs | Mar 26, 2024 | 3,120 units | Vest ratably over 3 years commencing on 1st anniversary of grant date | Closing price $61.44 on grant date |
| 2024 LTI Mix | 50% PBRSUs / 50% TBRSUs (value) | — | Multi-year vest schedules for retention and alignment | — |
| Stock Vested (2024) | 2024 | 1,141 shares vested; value realized $69,909 | — | — |
| 2023 LTI Mix | 60% PBRSUs / 40% TBRSUs (value) | — | Multi-year vest schedules | — |
- 2024 stock awards (grant-date fair value): $383,386 for Ms. Giddens ; 2023 stock awards: $349,937 .
- 2024 equity compensation for executive officers consisted solely of RSUs; the company did not grant options to executives in 2024 .
Equity Ownership & Alignment
| Date (As of) | Beneficial Ownership (Shares) | % of Class | Notes |
|---|---|---|---|
| Mar 11, 2024 | 1,452 | <1% | Percent based on 27,626,289 shares outstanding |
| Mar 11, 2025 | 2,749 | <1% | Percent based on 28,026,117 shares outstanding |
- Stock ownership guidelines: 2x base salary for non-CEO NEOs; must be achieved within five years of becoming an executive . As of December 31, 2024, Ms. Giddens has achieved her guideline ownership level .
- Hedging and pledging: prohibited for directors, executive officers, Section 16 persons, and employees; includes bans on swaps, short sales, margin accounts, pledges, options on company stock, and borrowing against accounts holding company securities .
Employment Terms
| Scenario (as of Dec 31, 2024) | Cash Severance | STIP | Time-Based LTI | Performance-Based LTI | Stock Options | COBRA | Outplacement | Total |
|---|---|---|---|---|---|---|---|---|
| Death | — | $383,500 | $172,639 | $301,208 | — | — | — | $857,347 |
| Disability | — | $383,500 | $172,639 | $301,208 | — | — | — | $857,347 |
| Retirement | $0 (not eligible) | — | — | — | — | — | — | $0 |
| Involuntary Termination without Cause or Resignation for Good Reason | $383,500 | — | $172,639 | $301,208 | — | — | $10,000 | $867,347 |
| Involuntary Termination in Connection with Change in Control | $767,000 | $767,000 | $364,581 | $557,130 | — | — | $10,000 | $2,465,711 |
| Scenario (as of Dec 31, 2023) | Cash Severance | STIP | Time-Based LTI | Performance-Based LTI | Stock Options | COBRA | Outplacement | Total |
|---|---|---|---|---|---|---|---|---|
| Death | — | $350,000 | $66,975 | $100,521 | — | — | — | $517,496 |
| Disability | — | $350,000 | $66,975 | $100,521 | — | — | — | $517,496 |
| Retirement | $0 (not eligible) | — | — | — | — | — | — | $0 |
| Involuntary Termination without Cause or Resignation for Good Reason | $350,000 | — | $66,975 | $100,521 | — | — | $10,000 | $527,496 |
| Involuntary Termination in Connection with Change in Control | $700,000 | $700,000 | $201,101 | $301,681 | — | — | $10,000 | $1,912,783 |
- Change-in-control benefits are disclosed for “involuntary termination without ‘Cause’ or resignation for ‘Good Reason’ in connection with Change in Control,” indicating a double-trigger framework .
- Clawback: policy amended Oct 2, 2023 to comply with NYSE listing standards; covers erroneously awarded incentive-based compensation for current/former executive officers in the event of an accounting restatement, regardless of fault, unless recovery is impracticable .
Investment Implications
- Pay-for-performance alignment is explicit: STIP metrics focus on corporate pre-tax margin and net revenue with weighted payouts tied to results (2024 total payout 113% vs. 77.5% in 2023), and LTI shifted to a 50/50 PBRSU/TBRSU mix in 2024 to balance performance and retention . The PBRSU gate (≥4.5% pre-tax margin in 3 of 7 quarters) adds downside risk to realized equity if the company underperforms .
- Ownership alignment improved: Ms. Giddens achieved stock ownership guideline compliance (2x salary) by 12/31/2024; hedging/pledging prohibitions reduce misalignment risk. Beneficial ownership increased from 1,452 shares (3/11/2024) to 2,749 shares (3/11/2025), though still <1% of outstanding .
- Retention and selling pressure: Three-year ratable TBRSU vesting and three-year PBRSU time restriction encourage retention; performance gating may limit near-term realizations, reducing forced selling pressure tied to vest events . No options were granted to executives in 2024, limiting potential near-term option exercises .
- Severance economics are moderate: 1x base salary for standard involuntary termination and 2x base salary under CIC, plus STIP and equity accelerations; the double-trigger structure mitigates windfall risk while providing retention assurance through a transaction .
- Execution signals: The compensation program’s “at-risk” weighting (average other NEOs 71% variable in 2024 vs. 69% in 2023) and explicit performance measures (pre-tax margin, revenue, EPS, market share) reinforce disciplined focus on margin expansion and shareholder returns; 2023 TSR +37.5% provides supportive backdrop, but lower profitability metrics in 2023 highlight ongoing execution demands .