Investors Title Co DEF 14A, filed Apr 11, 2025

Investors Title Co (ITIC)

DEF 14A 2025-04-11 For: 2025-05-21

Added on June 12, 2026

About this DEF 14A

Investors Title Co filed this DEF 14A on April 11, 2025.


Payment of Filing Fee (Check the appropriate box):

☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


			By Order of the Board of Directors:

			W. Morris Fine
			Secretary
			April 11, 2025


			Page
GENERAL INFORMATION			1
	Proxy Solicitation by the Board of Directors		1
	Annual Report to Shareholders		1
	Submitting and Revoking a Proxy		1
	Voting Securities		2
	Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 21, 2025		2
	General Information		2
CORPORATE GOVERNANCE			3
	Code of Business Conduct and Ethics		3
	Shareholder Communications with Directors		3
	Independent Directors		3
	Executive Sessions		3
	Board of Directors and Committees		3
	Identification of Director Candidates		5
	Board Leadership Structure		6
	The Board’s Role in Risk Oversight		6
	Insider Trading Policy		7
	Policies on Hedging and Pledging		7
	Equity Award Practices		7
COMPENSATION OF DIRECTORS			8
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			9
PROPOSALS REQUIRING YOUR VOTE			11
	Proposal 1 - Election of Directors		11
		Information Regarding Nominees for Election as Directors	11
		Information Regarding Directors Continuing in Office	12
	Proposal 2 – Advisory Vote to Approve Executive Compensation		14
	Proposal 3 – Advisory Vote on Frequency of Advisory Vote to Approve Executive Compensation		15
	Proposal 4 - Ratification of Appointment of Independent Registered Public Accounting Firm		16
		Audit and Non-Audit Fees	16
		Audit and Non-Audit Services Pre-Approval Policy	16
AUDIT COMMITTEE REPORT			17
EXECUTIVE COMPENSATION			18
PAY VERSUS PERFORMANCE			27
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			29
SHAREHOLDER PROPOSALS FOR 2026 ANNUAL MEETING			30


Name			Outstanding SARs at Fiscal Year End
Tammy F. Coley			375, of which 187 were vested
David L. Francis			5,250, of which 5,062 were vested
Richard M. Hutson II			3,750, of which 3,562 were vested
Elton C. Parker			4,500, of which 4,312 were vested
James E. Scott			2,250, of which 2,062 were vested
James H. Speed			5,250, of which 5,062 were vested


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class⁽¹⁾
Markel Corporation 4521 Highwoods Parkway Glen Allen, Virginia 23060	213,300 ⁽²⁾	11.31%
J. Allen Fine 121 N. Columbia Street Chapel Hill, North Carolina 27514	196,475 ⁽³⁾	10.42%
W. Morris Fine 121 N. Columbia Street Chapel Hill, North Carolina 27514	178,804 ⁽⁴⁾	9.48%
James A. Fine, Jr. 121 N. Columbia Street Chapel Hill, North Carolina 27514	178,491 ⁽⁵⁾	9.46%
BlackRock, Inc 50 Hudson Yards New York, NY 10001	121,302 ⁽⁶⁾	6.43%
Groveland Capital LLC	111,568 ⁽⁷⁾	5.91%
Groveland Master Fund Ltd.
Nicholas J. Swenson
Seth Barkett 5000 West 36^th Street, Suite 130 Minneapolis, Minnesota 55416
Air T, Inc. 3524 Airport Road Maiden, North Carolina, 28650
GrizzlyRock Capital, LLC
GrizzlyRock GP, LLC
GrizzlyRock Value Partners, LP
Kyle Mowery 191 N. Wacker Drive, Suite 1500 Chicago, Illinois, 60606
Vivaldi Asset Management, LLC
Vivaldi Holdings, LLC 225 W. Wacker Drive, Suite 2100 Chicago, Illinois, 60606


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class⁽¹⁾
J. Allen Fine	196,475 ⁽²⁾	10.42%
W. Morris Fine	178,804 ⁽³⁾	9.48%
James A. Fine, Jr.	178,491 ⁽⁴⁾	9.46%
David L. Francis	12,116 ⁽⁵⁾	*
Richard M. Hutson II	8,436 ⁽⁶⁾	*
Elton C. Parker, Jr.	7,500⁽⁷⁾	*
James H. Speed, Jr.	7,277 ⁽⁸⁾	*
James E. Scott	2,350⁽⁹⁾	*
Tammy F. Coley	1,863⁽¹⁰⁾	*
Joseph B. Dempster, Jr., (Nominee)	25	*
All Directors, Nominees for Director, and Executive Officers as a Group (10 persons)	498,337⁽¹¹⁾	26.42%


Name and Principal Position	Year	Salary ($)	Bonus ($)⁽¹⁾	All Other Compensation ($)⁽²⁾	Total ($)
J. Allen Fine Chief Executive Officer and Chairman of the Board	2024	576,167	300,000	52,529	928,696
	2023	558,500	100,000	72,733	731,233
James A. Fine, Jr. President, Chief Financial Officer and Treasurer	2024	494,083	300,000	44,963	839,046
	2023	479,000	100,000	72,714	651,714
W. Morris Fine Executive Vice President & Secretary	2024	494,083	300,000	49,326	843,409
W. Morris Fine Executive Vice President & Secretary	2023	479,000	100,000	78,489	657,489


Name	401(k) Contributions ($)	Supplemental Retirement Cash Payment ($)	Life and Health Insurance ($)	Personal Use of Company Vehicle ($)	Total ($)
J. Allen Fine	10,350	15,038	9,816	17,325	52,529
James A. Fine, Jr.	10,350	11,639	12,682	10,293	44,963
W. Morris Fine	10,350	11,639	12,682	14,656	49,326


Year	Summary Compensation Table Total for PEO ($)⁽¹⁾	Compensation Actually Paid to PEO ($)⁽²⁾	Average Summary Compensation Table Total for Non-PEO NEOs ($)⁽³⁾	Average Compensation Actually Paid to Non-PEO NEOs ($)⁽⁴⁾	Value of Initial Fixed $100 Investment Based On Total Shareholder Return ($)⁽⁵⁾	Net Income ($)⁽⁶⁾
(a)	(b)	(c)	(d)	(e)	(f)	(h)
2024	928,696	928,696	841,228	841,228	136.68	31,073,000
2023	731,233	731,233	654,602	654,602	124.27	21,685,900
2022	1,616,073	1,616,073	1,538,705	1,538,705	108.78	23,903,000


			BY ORDER OF THE BOARD OF DIRECTORS:

			W. Morris Fine, Secretary
			April 11, 2025