William S. Corey, Jr.
STEWART INFORMATION SERVICESAbout William S. Corey, Jr.
Independent director of Stewart Information Services Corporation (STC) since 2020; age 65. A certified public accountant licensed in Maryland with 37+ years at PricewaterhouseCoopers LLP in audit, financial reporting, complex accounting, and internal controls; recognized as an Audit Committee Financial Expert by STC’s Board . The Board has determined he is independent under NYSE standards; STC’s non-management directors meet after each Board meeting; in 2024 the Board held seven meetings and no director attended less than 75% of Board/committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Audit, Senior Relationship & National Pursuit Team Partner; Office Managing Partner | 2002–2020 | Audited SEC registrants; advised boards/audit committees on financial reporting, controls, investigations, regulatory reviews, and cyber-attacks |
| Port Discovery Children’s Museum | Director | 2010–2024 | Board service in non-profit governance |
| GSE Systems, Inc. (NASDAQ: GVP) | Director (public) | 2020–2024 | Public-company board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Frederick Fox | Senior Advisor | 2024–present | Advisory role |
| StepStone VC Diversity, L.P. | Board of Advisors | 2021–present | Venture capital advisory |
| Squadra Ventures | LP Advisory Committee | 2020–present | VC fund advisory |
| StepStone VC Global Partners, L.P. | Board of Advisors | 2020–present | VC fund advisory |
| James Madison University College of Business | Board of Advisors | 2013–present | Academic advisory |
| Atlantic General Hospital | Finance Committee, Corporate & Foundation Board | 2023–present | Finance committee member |
| Fundbox, Ltd. | Director (private) | 2021–present | Provides working capital loans to small businesses |
Board Governance
- Committees: Audit Committee member; Compensation Committee member .
- Chair roles: None; Audit Chair is Robert L. Clarke; Compensation Chair is Karen R. Pallotta .
- Financial Expert: Board determined Corey is an “audit committee financial expert” under SEC rules .
- Independence: Board determined Corey is independent under NYSE listing standards; all three key committees comprise solely independent directors .
- Engagement: Board held seven meetings and seven consents in 2024; no director attended less than 75% of combined Board/committee meetings; non-management directors meet after each regular Board meeting; an independent Chairman presides .
- Executive sessions: Non-management directors meet at regular sessions; Chairman presides .
Fixed Compensation (Director)
| Component | Amount | Detail |
|---|---|---|
| Cash fees (2024) | $110,000 | Comprised of Board cash retainer ($85,000), plus Audit member ($15,000) and Compensation member ($10,000) retainers |
| All other compensation | $5,000 | Board Charitable Matching Gift Program (up to $5,000 per year) |
STC’s 2024 director fee schedule: Board cash retainer $85,000; Board unrestricted stock retainer $85,000; Committee chair retainers (Audit $35,000; Compensation $20,000; Nominating $17,500); Committee member retainers (Audit $15,000; Compensation $10,000; Nominating $7,500). Directors may elect to take the entire retainer in stock by Jan 31 each year .
Performance Compensation (Director)
| Component | Amount | Structure |
|---|---|---|
| Annual stock award (2024) | $85,000 | Unrestricted stock valued at market close on May 8, 2024; directors can elect additional stock in lieu of cash retainers |
- Director ownership guideline: Must own STC stock equal to 5x the stock portion of the annual director retainer; 5-year compliance window; nine of ten directors currently exceed the requirement (remaining director still within acquisition period) .
- No disclosed performance-based metrics, options, or meeting fees for directors in 2024; equity compensation is time-unrestricted stock awards .
Other Directorships & Interlocks
| Company | Type | Role | Tenure | Potential Interlock/Conflict |
|---|---|---|---|---|
| GSE Systems, Inc. | Public | Director | 2020–2024 | None disclosed with STC |
| Fundbox, Ltd. | Private | Director | 2021–present | No related-party transactions disclosed with STC |
STC’s related-party transactions section in the 2025 proxy discloses items involving Messrs. Apel, Lessack, and Bryant, but no transactions involving Corey .
Expertise & Qualifications
- CPA (Maryland), extensive audit and SEC registrant experience; board/audit committee advisory experience on controls, investigations, regulatory reviews, disaster recovery, and cyber-attacks .
- Audit Committee Financial Expert designation by STC Board .
- Risk oversight exposure via Audit Committee remit over financial integrity, legal/regulatory compliance, internal controls, liquidity, and cybersecurity programs; Audit Committee met eight times in 2024 .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| William S. Corey, Jr. | 7,936 | <1% | As of March 11, 2025; percent-of-class shown as “* Less than 1%” in proxy; 28,026,117 shares outstanding |
- Hedging/pledging: STC prohibits hedging, short sales, option transactions, margin accounts, and pledging by directors and officers per Securities Trading and Investment Policy .
- Section 16 compliance: All insiders complied in 2024 except one late filing by Mr. Bryant; no issues noted for Corey .
- Director stock ownership guidelines apply as above; Board strongly encourages attendance at annual meetings; all except one director attended 2024 annual meeting .
Governance Assessment
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Strengths:
- Independence affirmed; serves on key oversight committees (Audit, Compensation) with both committees fully independent .
- Audit Committee Financial Expert designation enhances financial reporting and risk oversight credibility .
- Engagement signal: Board/committee attendance thresholds met; Audit Committee met eight times in 2024; Compensation Committee met six times, plus written consents .
- Ownership alignment: Annual stock award; director ownership guidelines (5x stock retainer) and anti-hedging/pledging policy align interests with shareholders .
-
Compensation mix: Cash ($110,000) plus stock ($85,000) and charitable match ($5,000) in 2024; option to take full retainer in stock increases alignment .
-
Conflicts/related parties: No related-party transactions disclosed for Corey; no consultant interlocks reported for Compensation Committee members; Mercer serves as independent compensation consultant to the Committee .
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RED FLAGS:
- None disclosed specific to Corey (no related-party transactions, no Section 16 issues, no pledging/hedging noted) .
- General governance signals remain positive: majority-independent Board; declassified annual elections; majority-vote standard; independent Chair; strong say-on-pay support (97.6% in 2024) .