Iain M. Bryant

About Iain M. Bryant

Iain M. Bryant (age 39) is Group President at Stewart Information Services (STC), leading agency operations since 2024, including the Stewart Trusted Providers independent agency network and all agent-facing products and services; he also serves on the boards of Stewart Title Guaranty Company and Stewart Title Insurance Company . He joined Stewart in 2021 via the acquisition of ASK Services, where he was principal and co‑owner (2013 through acquisition), later serving as District Manager for the Central U.S. (17 states) and on the Agency Services leadership team (2022–2024); prior experience includes business development/management across industries and service on the Michigan Land Title Association board . Education: BA (Cedarville University); executive education at University of Michigan and Harvard University . During Bryant’s tenure in leadership (2024–present), STC’s operating profile improved: 2024 revenues grew to $2.5B (from $2.3B), pre‑tax margin rose to 4.6% (from 2.7%), and stock rose 14.9% (after +37.5% in 2023), with ROE improving to 5.2% (from 2.2%) .

Past Roles

External Roles

Fixed Compensation

• Stewart’s executive pay framework: Base salary + Short-Term Incentive Plan (STIP) + Long-Term Incentive Plan (LTIP), targeting median of a pay comparator group, with majority of pay at-risk .
• 2024 peer benchmarking retained a cross-insurance/mortgage cohort (e.g., FAF, RDN, RLI, Mr. Cooper, UWM, Rocket); emphasis on market-competitive total direct compensation .
• Note: Bryant is not a Named Executive Officer (NEO) in the proxy; his specific salary is not disclosed. Company program details are provided to assess alignment for executive officers broadly .

Performance Compensation

Short-Term Incentive Plan (STIP) – Company design and 2024 results (applies to executive officers)

• Metrics, weights, and payout mechanics:
  • Financial metrics: Pre-Tax Margin (heavier weight) and Net Revenue; plus Individual Qualitative component to align leadership execution with strategy .
  • 2024 performance goal ranges and payout curve:
    • Pre-Tax Margin target 3.75%–4.25%; threshold 1.75%, max 7.25%; 50% payout at threshold, 200% at max .
    • Net Revenue target $1,500M; threshold $1,300M; max $1,725M; 50% payout at threshold, 200% at max .
  • Weights vary by role (illustrative): CEO/CFO/CLO at 60% PTM / 20% Net Rev / 20% Qualitative; operating leaders (e.g., Group Presidents) at 40% / 10% / 50% in 2024 NEO examples .

• 2024 outcome context: Company delivered above-target STIP performance (financial metrics achieved 116.5% for corporate-weighted executives; 114.3% for leaders with heavier qualitative weighting), reflecting improved operating leverage despite a still-challenged housing market .

Long-Term Incentive Plan (LTIP) – 2024 design and vesting

• Mix and vehicles: 50% Performance-Based RSUs (PBRSUs) and 50% Time-Based RSUs (TBRSUs) for 2024 awards, balancing retention with performance alignment .
• PBRSU performance condition (2024 grant): Achieve Adjusted Pre-Tax Margin ≥4.5% in 3 of 7 quarters (Q2’24–Q4’25). If achieved, awards earn at 100% of target; vesting completes on third anniversary of grant .
• Status of performance conditions:
  • 2023 PBRSUs: Performance restriction (≥5.0% PTM in ≥3/7 quarters from Q2’23–Q4’24) certified as met on Aug 6, 2024; vest on third anniversary .
  • 2024 PBRSUs: Performance restriction certified as met on Feb 26, 2025; vest on third anniversary .
  • 2022 PBRSUs: Performance restriction not met; awards forfeited (Feb 28, 2024) .
• TBRSUs: Vest in equal annual installments over three years .

Pay-for-performance governance

• Clawback policy (NYSE-compliant) effective Oct 2, 2023; covers incentive-based comp for current/former executive officers upon accounting restatement, regardless of fault .
• No hedging, short sales, margin, pledging, or derivatives allowed for directors/executive officers; pre-clearance and blackouts apply via insider trading policy .

Equity Ownership & Alignment

• Executive stock ownership guidelines: CEO 5x salary; other executive officers 2x salary; five-year compliance window from becoming an executive officer .
• Pledging is prohibited (along with hedging and margin), supporting alignment and reducing forced-sale risk .
• Individual beneficial ownership for Bryant is not itemized in the proxy (he is not a NEO); group ownership as of March 11, 2025: all executive officers and directors (17 persons) held 777,990 shares (2.78%) of outstanding common stock .

Employment Terms

• Executive officer employment agreements exist and articulate base salary, participation in STIP/LTIP, benefits, perquisites, restrictive covenants, and severance/change-in-control (CIC) terms; double-trigger equity vesting on CIC applies under the 2018/2020 plans .
• Representative severance/CIC framework for NEOs (indicative of executive program design):
  • Severance (without CIC): CEO 2x base salary; other NEOs 1x base salary; COBRA continuation (CEO up to 18 months; others 12 months); non-compete/non-solicit 12 months; general release required .
  • CIC (double-trigger): 2x base salary and 2x target bonus for all NEOs; time-based equity accelerates; performance-based equity vests at target; option acceleration; COBRA continuation (as above) .
• Non-compete and non-solicitation covenants are standard at 12 months upon termination for executive officers .

Performance & Track Record

• The Compensation Committee reported strong Say‑on‑Pay support: 98.5% (2023 meeting) and 97.6% (2024 meeting), signaling investor alignment with pay design .

Compensation Structure Analysis

• Shift in LTI mix toward balanced PBRSU/TBRSU (50/50 in 2024 vs 60/40 performance/time in 2023) indicates an emphasis on retention amid volatile housing cycles while still tying vesting to profitability thresholds (Adjusted Pre‑Tax Margin) .
• STIP ranges widened and targets calibrated above/prior-year to manage macro uncertainty and reduce payout volatility; 2024 results delivered above-target outcomes on both PTM and Net Revenue .
• Toughness of performance hurdles evidenced by 2022 PBRSU forfeiture; 2023 and 2024 PBRSU hurdles later certified as met, but payout remains capped at target, constraining windfalls and reinforcing LTI value realization with share price appreciation through time-vesting .

Risk Indicators & Red Flags

• Positive: Double-trigger CIC vesting; clawback; no hedging/pledging; no option repricing; strong Say‑on‑Pay approval; independent compensation consultant .
• Watch items: Time-based RSU tranches and PBRSU third-anniversary vesting may create episodic selling windows; blackouts/pre-clearance mitigate timing risk .

Compensation Peer Group (Context)

• Cross-insurance/mortgage comparators include First American Financial, Radian, MGIC, Mr. Cooper, UWM, Rocket, RLI, Selective, Hanover, etc., reflecting a broader labor market for executive talent beyond title peers .

Say-On-Pay & Shareholder Feedback

• Approval: 98.5% (2023); 97.6% (2024). Committee interprets as support for pay-for-performance structure and continues to calibrate targets given rate-driven housing cyclicality .

Expertise & Qualifications

• Agency operating leadership (17-state oversight pre-promotion), M&A integration (ASK Services), and industry engagement (MLTA board) support execution across a distributed agent network and platform scaling .

Equity Ownership & Pledging Status

• Executive officers must hold 2x salary (5x CEO) within five years; pledging/margin/derivatives banned, supporting long-term alignment and reducing collateral-driven selling risk .

Employment Terms (Non-Compete/Non-Solicit/Clawback)

• 12-month non-compete/non-solicit standard; NYSE-compliant clawback applying to all incentive-based comp for executive officers .

Investment Implications

• Alignment: Bryant’s remit over agency operations ties closely to STIP PTM/Net Revenue drivers and PBRSU profit thresholds, aligning compensation with profitable growth in the agency channel .
• Retention and supply of shares: 3-year vesting cadence on PBRSUs/TBRSUs suggests manageable, periodic supply; anti‑hedging/pledging and preclearance reduce adverse signaling from sales .
• Execution risk: Title cycle sensitivity remains; however, the company’s hurdle design (PTM thresholds and capped PBRSU payout at target) and the 2022 forfeiture show performance rigor, reducing risk of overpayment in downturns .
• Governance: Strong Say‑on‑Pay support, double-trigger CIC, and clawback reduce governance risk; ownership guidelines increase leadership “skin-in-the-game” over Bryant’s five-year compliance window .

Note: Bryant’s individual cash/equity grant amounts and Form 4 trading records are not disclosed in the proxy (he is not a NEO), and our Form 4 retrieval could not be completed programmatically; beneficial ownership is provided at the group level for executives/directors .