Matthew W. Morris
STEWART INFORMATION SERVICESAbout Matthew W. Morris
Independent director of Stewart Information Services Corporation (STC) since 2016; age 53. Former STC CEO (2011–2019) and President (2019–2020), and a member of the company’s founding family with deep title-industry expertise. Founder & CEO of Lutroco, LLC (2020–present). Education: BBA (SMU) and MBA (University of Texas, Finance) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stewart Information Services (STC) | Chief Executive Officer | 2011–2019 | Led the company through real estate cycles; recognized industry operator |
| Stewart Information Services (STC) | President | 2019–2020 | Transitioned leadership; continuity of operations |
| Various Stewart entities | Executive roles | Prior to 2011 (not dated precisely in proxy) | Long-standing operational knowledge |
External Roles
| Organization | Role | Tenure | Committee Roles |
|---|---|---|---|
| Lutroco, LLC | Founder & CEO | 2020–present | N/A |
| Stabilis Solutions, Inc. (NASDAQ: SLNG) | Director | 2021–present | Audit & Compensation Committees |
| Cornerstone Strategic Value Fund (NYSE American: CLM) | Director | 2017–present | Audit; Nominating & Corporate Governance |
| Cornerstone Total Return Fund (NYSE American: CRF) | Director | 2017–present | Audit; Nominating & Corporate Governance |
Board Governance
- Independence and roles
- STC Board determined Morris is independent; the Board considered his prior STC executive service and concluded sufficient time has passed to not impair independence .
- Current STC committee assignments: none (no chair roles) .
- Attendance and engagement
- In 2024, the STC Board held seven meetings and executed seven written consents; no director attended less than 75% of the aggregate meetings/committees on which they served .
- Directors encouraged to attend annual meetings; all except one attended in 2024; director education supported via NACD and continuing education policy .
- Structure and policies
- Independent Chair separate from CEO; all key committees (Audit, Compensation, Nominating & Corporate Governance) comprised solely of independent directors .
- Anti-hedging/anti-pledging and no short sales policy for directors/executives; pre-clearance and blackout windows enforced .
- Director stock ownership guidelines require ownership equal to 5× the stock portion of the annual director retainer; 9 of 10 directors exceed guideline (remaining director within compliance window) .
Fixed Compensation (Director)
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Cash retainer | $85,000 | Standard Board cash retainer |
| Equity award (unrestricted stock) | $85,000 | Annual stock retainer; unrestricted shares |
| Committee chair/membership fees | $0 | No committee roles for Morris at STC in 2024 |
| Other (charitable match) | $5,000 | Board charitable matching program |
| Total | $175,000 | Cash + equity + other |
- Board retainer schedule (FY2024): Board cash $85k; Board stock $85k; Chair of Board $125k; Committee Chairs—Audit $35k, Compensation $20k, Nominating $17.5k; Committee members—Audit $15k, Compensation $10k, Nominating $7.5k .
Performance Compensation (Director)
| Element | Design | Metrics | Vesting/Terms |
|---|---|---|---|
| Performance-based equity | Not used for directors | N/A | Annual equity is unrestricted stock; no performance conditions |
| Clawback on director pay | Not specified for directors; clawback applies to executive incentive comp | N/A | Executive clawback amended Oct 2, 2023 under NYSE rules |
| Hedging/pledging | Prohibited for directors | N/A | Covered under Securities Trading & Investment Policy |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| Stabilis Solutions, Inc. (SLNG) | Public | Director; Audit & Compensation Committees | No direct disclosed business with STC; service disclosed in STC proxy |
| Cornerstone Strategic Value Fund (CLM) | Public (Closed-End Fund) | Director; Audit; Nominating & Gov | Investment fund boards; no disclosed STC transactional ties |
| Cornerstone Total Return Fund (CRF) | Public (Closed-End Fund) | Director; Audit; Nominating & Gov | Investment fund boards; no disclosed STC transactional ties |
- Board service load: STC guidelines discourage service on more than three other entity boards absent special circumstances; Morris serves on three other public boards, which is at the upper bound of this guideline (compliance but elevated load) .
Expertise & Qualifications
- Title insurance and real estate services operator; former STC CEO/President with intimate knowledge of operations, legal/regulatory matters, and the company’s history .
- Education: BBA (SMU) and MBA (UT Austin, Finance) .
- Additional boardroom skills across audit, compensation, and governance from external public company and fund boards .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Matthew W. Morris | 65,341 | <1% | Beneficial ownership as of Mar 11, 2025 |
| Director ownership guideline | 5× stock portion of annual retainer | — | Directors have 5 years to comply; 9 of 10 exceed guideline |
| Hedging/pledging of STC stock | Prohibited for directors | — | No pledging/margin or derivatives allowed |
- Recent Form 4 activity: No insider trades for “Matthew W. Morris” at STC were found between 2024-01-01 and 2025-11-20 (insider-trades skill query result).
Say-on-Pay & Shareholder Feedback (context for governance)
| Year | Say-on-Pay Approval | Source |
|---|---|---|
| 2024 | 97.6% | 2025 DEF 14A CD&A |
| 2023 | 98.5% | 2024 DEF 14A CD&A |
High say-on-pay support suggests investor alignment with compensation governance during Morris’s board tenure .
Related-Party & Conflict Review
- Family-related arrangement: Malcolm S. Morris (Matthew’s father) is party to a 1986 deferred compensation agreement with STC paying net $133,333 annually for 15 years beginning at age 65 (payments commenced 2011). Benefits are fully vested; forfeiture only upon termination for fraud/dishonesty/embezzlement/theft .
- Board independence determination explicitly considered Morris’s former executive status and concluded no impairment to independence due to elapsed time .
- Company-level related parties disclosed (not attributable to Morris personally): employment of spouse/son of another executive (Lessack) and an immaterial 2024 vendor relationship with Adfitech (former CEO/chairman Thomas Apel) reviewed under related-party policy; amounts below materiality thresholds and independence standards addressed .
- STC has an explicit related-party review framework under the Audit Committee and prohibits conflicted directors from participating in approvals .
Governance Assessment
Strengths
- Independent director with prior CEO experience and deep company/industry knowledge; independence affirmatively determined by the Board .
- Clear ownership alignment mechanisms (director ownership guideline; anti-hedging/pledging) and strong shareholder support on say-on-pay .
- Clean attendance record across the Board; active director education policy (NACD membership; continuing education) .
Watch items / potential risks
- Founding family connection and historical executive role create a perception risk; Board addressed independence, but investors may monitor for undue influence (particularly around related-party matters such as his father’s legacy agreement) .
- External board load is at the upper bound of STC’s stated guideline (three other boards), which could constrain bandwidth in stress periods; nonetheless, it appears within policy .
- No current STC committee assignments; while not a deficiency, the absence of committee roles may limit direct oversight impacts in audit/comp/nom-gov areas, mitigated by his overall board contributions .
Notes and references: All director/board data and compensation from STC’s 2025 and 2024 DEF 14A filings. Education and certain external committee roles from public fund/company proxy materials as cited. Anti-hedging/pledging and director ownership policies from STC corporate governance disclosures. Insider trading check run via insider-trades skill (no records found for the period).