Investors Title Co DEF 14A, filed Apr 13, 2026

Investors Title Co (ITIC)

DEF 14A 2026-04-13 For: 2026-05-20

Added on June 12, 2026

About this DEF 14A

Investors Title Co filed this DEF 14A on April 13, 2026.


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☐			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 13, 2026


			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 20, 2026		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 - Ratification of Appointment of Independent Registered Public Accounting Firm		14
		Audit and Non-Audit Fees	14
		Audit and Non-Audit Services Pre-Approval Policy	14
AUDIT COMMITTEE REPORT			15
COMPENSATION COMMITTEE REPORT			16
EXECUTIVE COMPENSATION			17
PAY VERSUS PERFORMANCE			28
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			32
SHAREHOLDER PROPOSALS FOR 2027 ANNUAL MEETING			33


Name			Outstanding SARs at Fiscal Year End
Tammy F. Coley			1,125, of which 937 were vested
Joseph B. Dempster			750, of which 562 were vested
Richard M. Hutson II			4,500, of which 4,312.50 were vested
Elton C. Parker			5,250, of which 5,062 were vested
James E. Scott			3,000, of which 2,812 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⁾	11.30%
J. Allen Fine 121 N. Columbia Street Chapel Hill, North Carolina 27514	196,475⁽³⁾	10.41%
W. Morris Fine 121 N. Columbia Street Chapel Hill, North Carolina 27514	178,804⁽⁴⁾	9.47%
James A. Fine, Jr. 121 N. Columbia Street Chapel Hill, North Carolina 27514	178,491⁽⁵⁾	9.45%
BlackRock, Inc 50 Hudson Yards New York, New York 10001	121,302⁽⁶⁾	6.42%
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⁾	10.41%
W. Morris Fine	178,804⁽³⁾	9.47%
James A. Fine, Jr.	178,491⁽⁴⁾	9.45%
Richard M. Hutson II	9,186⁽⁵⁾	*
Elton C. Parker, Jr.	7,712⁽⁶⁾	*
James H. Speed, Jr.	7,487⁽⁷⁾	*
James E. Scott	3,600⁽⁸⁾	*
Tammy F. Coley	2,613⁽⁹⁾	*
Joseph B. Dempster, Jr.,	775⁽¹⁰⁾	*
All Directors, Nominees for Director, and Executive Officers as a Group (9 persons)	490,143⁽¹¹⁾	25.96%


Name and Principal Position	Year	Salary ($)	Bonus ($)⁽¹⁾	All Other Compensation ($)⁽²⁾	Total ($)
J. Allen Fine Chief Executive Officer and Chairman of the Board	2025	593,475	300,000	59,367	952,842
	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	2025	508,913	350,000	52,792	911,704
	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	2025	508,913	350,000	53,950	912,862
	2024	494,083	300,000	49,326	843,409
	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	10,500	22,341	9,816	16,710	59,367
James A. Fine, Jr.	10,500	18,822	12,682	10,788	52,792
W. Morris Fine	10,500	18,822	12,682	11,946	53,950


Executive Benefits and Payments Upon Change in Control or Termination	Change in Control ($)	Voluntary Termination ($)	Voluntary Termination Due to Change in Control ($)	Death ($)	For Cause Termination ($)	Involuntary or Good Reason Termination ($)	Termination for Retirement⁽¹⁾ or Disability ($)
Compensation:
Base Salary	1,192,740⁽⁴⁾	—	—	1,789,110⁽⁵⁾	49,698⁽⁶⁾	2,981,850⁽⁷⁾	1,789,110⁽⁵⁾
Bonus	4,689,110⁽⁸⁾	2,900,000⁽⁹⁾	2,900,000⁽⁹⁾	2,900,000⁽¹⁰⁾	2,900,000⁽⁹⁾	4,833,333⁽¹¹⁾	2,900,000⁽¹⁰⁾
Supplemental Retirement Benefit⁽¹²⁾	—	22,341	22,341	22,341	22,341	22,341	22,341
Benefits and Perquisites:
Health Plan⁽¹³⁾	—	—	60,566	60,566	—	60,566	60,566
Total – J. Allen Fine	5,881,850	2,922,341	2,982,907	4,772,017	2,972,039	7,898,090	4,772,017


Median annual total compensation of all employees (excluding J. Allen Fine)			$76,300
Annual total compensation of J. Allen Fine, Chief Executive Officer (the Company’s PEO)			$952,842
Ratio of the PEO to median employee compensation			12:1


Pay Versus Performance
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 $100 Based On:		Net Income⁽⁷⁾	Non-GAAP Operating Margin⁽⁸⁾
Year	Summary Compensation Table Total for PEO ($) ⁽¹⁾	Compensation Actually Paid to PEO ($) ⁽²⁾		Average Compensation Actually Paid to Non-PEO NEOs ($) ⁽⁴⁾	Total Shareholder Return ⁽⁵⁾	Peer Group Total Shareholder Return⁽⁶⁾	Net Income⁽⁷⁾	Non-GAAP Operating Margin⁽⁸⁾
2025	$952,842	$952,842	$912,283	$912,283	$211.45	$169.22	$35,180,200	17.60%
2024	$928,696	$928,696	$841,228	$841,228	$192.64	$162.78	$31,073,000	15.38%
2023	$731,233	$731,233	$654,602	$654,602	$124.27	$147.52	$21,685,600	16.21%
2022	$1,616,073	$1,616,073	$1,538,705	$1,538,705	$108.78	$107.18	$23,903,300	16.78%
2021	$1,558,657	$1,558,657	$1,492,167	$1,492,167	$140.95	$145.79	$67,020,300	22.25%


			BY ORDER OF THE BOARD OF DIRECTORS:

			W. Morris Fine, Secretary
			April 13, 2026