Thomas G. Apel
STEWART INFORMATION SERVICESAbout Thomas G. Apel
Thomas G. Apel, age 64, has served on Stewart Information Services Corporation’s Board since 2009 and as independent Chairman since 2014, bringing deep expertise in technology, mortgage lending, and real estate finance; he was a Research Affiliate at MIT focused on board effectiveness and IT portfolio strategies (2003–2019) . The Board has determined Apel is independent under NYSE rules; STC maintains a split Chair/CEO structure, with non-management director sessions led by the Chairman after each regular Board meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stewart Information Services Corp. | Director; Chairman of the Board | Director since 2009; Chairman since 2014 | Independent Chair; presides over non‑management director sessions |
| Adfitech, Inc. (mortgage services) | Chief Executive Officer; Director | CEO 2018–early 2024; Director until Dec 2024 | Oversight of mortgage diligence services; later related‑party service purchases disclosed by STC |
| Centex Title & Ancillary Services | President & CEO | 2002–2005 | Title operations leadership experience |
| Intrepid Ideas Inc. | President | 2006–present | Product development, technology evaluation, strategy consulting to financial services/real estate finance |
| Massachusetts Institute of Technology | Research Affiliate | 2003–2019 | Business model taxonomy, corporate board effectiveness, IT portfolio strategies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CompSource Mutual Insurance Company | Director | 2022–present | Insurance sector governance experience |
| Parlance Corporation | Director | 2006–present | Technology/customer engagement software |
| Other public company boards | None | — | No current public company directorships (reduces interlock risk) |
Board Governance
- Independence and structure: Majority‑independent Board; Chair and CEO roles separated; Apel is classified as independent and serves as Chairman .
- Committees: Apel serves on the Compensation Committee; committee is fully independent; 2024 meetings held: Compensation (6), Audit (8), Nominating & Corporate Governance (4) .
- Attendance: In 2024, the Board held seven meetings and executed seven consents; no director attended less than 75% of Board and committee meetings on which they served (Apel meets ≥75%) .
- Director stock ownership guideline: Directors must own at least 5x the stock portion of the annual retainer within five years; nine of ten directors currently exceed the guideline .
- Governance practices: Majority voting standard for directors, annual elections (declassified board), prohibition on hedging/short sales/pledging, annual Board/committee evaluations, and single-class voting .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Board cash retainer | $85,000 | Standard director cash retainer |
| Chairman of the Board cash retainer | $125,000 | Additional cash retainer for independent Chair |
| Committee member cash retainer (Compensation) | $10,000 | Compensation Committee membership fee |
| Board stock retainer (unrestricted) | $85,000 | Annual stock award; valued at market close on May 8, 2024 |
| Charitable match (Board program) | $5,000 | Stewart Title Foundation matching gift program |
| 2024 total director compensation (Apel) | $310,000 | $220,000 cash; $85,000 stock; $5,000 other |
- Mix: 2024 cash $220,000 (≈72%), equity $85,000 (≈28%), plus $5,000 matching gift; Apel can elect to take full retainer in stock annually by Jan 31 .
Performance Compensation
| Item | Status |
|---|---|
| Performance‑based equity for directors | None; director equity is unrestricted stock (no PSUs/RSUs tied to metrics), and no option grants to directors disclosed |
Other Directorships & Interlocks
| Company | Type | Interlock/Conflict Potential | Notes |
|---|---|---|---|
| Adfitech, Inc. | Private/Non‑listed | Related‑party exposure | STC subsidiaries provided title policies and appraisal/valuation products to Adfitech in 2024; amount $340,870. Apel resigned as CEO in early 2024 and as director in Dec 2024. STC states Apel had no material interest impairing independence; amount <1% of revenues of each company . |
| Public company boards | — | None | Apel has no current public company directorships |
Expertise & Qualifications
- Technology and mortgage lending operations; prior leadership of title operations (Centex) and mortgage diligence (Adfitech) .
- Research background in board effectiveness and IT portfolios from MIT, supporting governance and strategic oversight .
- Strategic, finance, and startup management experience via Intrepid Ideas Inc. .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Thomas G. Apel | 40,685 | ≈0.15% (40,685 / 28,026,117) | Beneficial ownership as of Mar 11, 2025; percent computed from disclosed outstanding shares |
- Director ownership guideline: 5x stock portion of annual retainer; Board reports nine of ten directors meet/exceed guideline, though individual compliance not specified; hedging and pledging are prohibited under STC policy .
Governance Assessment
-
Positives
- Independent Chairman separate from CEO enhances oversight; Apel presides over executive sessions of non‑management directors .
- Strong committee independence; Compensation Committee retains an independent consultant (Mercer) with no conflicts; robust risk‑mitigation policies including clawback and prohibition on hedging/pledging .
- Attendance and engagement: No director below 75% attendance; regular Board/committee activity throughout 2024 .
- Shareholder alignment signals: Director ownership guidelines; option to take retainer in stock; 2024 say‑on‑pay approval at 97.6% suggests investor confidence in compensation governance .
-
Watchpoints / RED FLAGS
- Related‑party transactions: STC purchases from Adfitech while Apel had executive/director ties; amount modest ($340,870) and deemed non‑material with independence preserved, but continued monitoring is prudent .
- Combined roles: Apel serves as both independent Chairman and Compensation Committee member; while permitted, investors may scrutinize potential influence on pay oversight despite independent status and use of external consultant .
-
Net view: Apel’s independence, chairmanship, and sector expertise support Board effectiveness; related‑party exposure was disclosed and assessed as immaterial; compensation governance appears disciplined with independent advice and strong shareholder support .