Helen Vaid

About Helen Vaid

Helen Vaid (age 53) has served as an independent director of Stewart Information Services (STC) since 2023 and currently sits on the Audit and Compensation Committees, where the Board has designated her an “audit committee financial expert.” Her background spans CEO and senior digital/customer roles at Foundry Brands, Pizza Hut (Yum! Brands), and Walmart.com, and she is a Senior Advisor & Consulting Director at Mayfair Equity; she also serves on Abercrombie & Fitch’s board and previously served on Groupon’s board . In 2024, the Board held seven meetings (no director fell below 75% attendance) and the Audit and Compensation Committees met eight and six times respectively, with Vaid participating in the Audit Committee’s 2024 report to the Board .

Past Roles

External Roles

Board Governance

• Independence and roles: Vaid is an independent director under NYSE standards and serves on the Audit and Compensation Committees; the Board has designated her an “audit committee financial expert” .
• Committee activity and attendance: In 2024, the Board met 7 times; the Audit Committee (of which Vaid is a member) met 8 times and issued its 2024 report signed by all members including Vaid; the Compensation Committee met 6 times and executed 4 consents, and all directors met the 75% attendance threshold .
• Leadership structure: STC has an independent Chairman separate from the CEO, annual director elections (declassified board), majority voting in uncontested elections with a resignation policy, and non‑management director sessions after each regular Board meeting .
• Risk oversight and cybersecurity: The Board oversees ERM; Audit Committee oversight includes financial reporting, compliance, liquidity, and cybersecurity, with quarterly CISO reports to the Audit Committee .

Fixed Compensation (Director)

• 2024 non‑employee director fee schedule: Board cash retainer $85,000; Board unrestricted stock retainer $85,000; Committee member retainers — Audit $15,000, Compensation $10,000; Committee Chair retainers — Audit $35,000, Compensation $20,000, Nominating & Governance $17,500; directors may elect to take their entire retainer in stock by Jan 31 each year .

Performance Compensation (Director)

Note: STC’s performance‑linked metrics (STIP/LTIP) apply to executives, not directors; the Compensation Committee (including Vaid) oversees these programs and affirmed a strong pay‑for‑performance framework in 2024 .

Other Directorships & Interlocks

• Current public company board: Abercrombie & Fitch Co. (ANF) .
• Prior public company board: Groupon, Inc. (GRPN) .
• Compensation Committee interlocks: STC discloses no interlocks or insider participation for the Compensation Committee (members included Vaid) during 2024 .
• Related party/transactions: STC’s “Certain Transactions” section does not disclose any related‑party transactions involving Vaid .

Expertise & Qualifications

• The Board cites Vaid’s experience scaling businesses across digital and physical channels, deep customer‑centric product management/technology skills, and digital engagement/brand‑building, which provide valued insight to STC .
• She is designated an “audit committee financial expert,” indicating advanced financial literacy and oversight credentials .

Equity Ownership

• Director ownership guideline: Non‑management directors must own STC common stock equal to 5x the stock portion of the annual director retainer, with five years from initial election to comply; nine of ten directors currently exceed the requirement, and the remaining director’s acquisition period has not expired and “she” is progressing appropriately .
• Hedging/pledging prohibited: STC bans hedging, short sales, margin accounts, pledges, and most derivative transactions by directors and officers, reinforcing alignment with shareholders .

Governance Assessment

• Positives: Independent director with audit financial expert status and active committee roles; strong governance architecture (independent chair, majority voting, declassified board); robust risk and cybersecurity oversight; clawback policy in place; anti‑hedging/pledging; independent compensation consultant (Mercer); and 97.6% Say‑on‑Pay support in 2024, signaling broad shareholder alignment .
• Watch items: As a relatively recent appointee (since 2023) with reported beneficial ownership of 2,787 shares, she may still be in the five‑year accumulation window for the 5x director ownership guideline; the proxy notes one director (female) remains within the accumulation period and is progressing appropriately (the disclosure does not name the director) .
• Conflicts/related party: No related‑party transactions involving Vaid were disclosed; no Compensation Committee interlocks were disclosed for 2024, and no overboarding flags are indicated by STC’s guideline and its disclosure that audit members do not serve on more than three audit committees .