XML 40 R2.htm IDEA: XBRL DOCUMENT

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance

The Board of Directors and the Compensation Committee, in particular, consider Company performance in connection with the determination of compensation for the executive officers and certain senior managers of the Company. The Company makes an effort to align executive officer compensation with shareholder value on an annual and long-term basis. The Company believes that its history of growth over many decades is, in part, a result of its compensation programs that encourage longer-term growth and the building of long-term shareholder value rather than short-term results and that compensation has been aligned and balanced with shareholder returns.

During the periods presented in the table and charts below, the Board of Directors and Compensation Committee retained Fredrick W. Cook, Inc. to review the Company’s compensation programs and procedures applicable to the Company’s executive officers and directors. The consultant was asked to provide a comparison of the compensation programs of companies similar in size, operation and organization to the Company, including a review of a peer group of companies determined by the Committee to be appropriate for comparison. As a result of this review, during the periods presented in the following tables and charts, the Company made appropriate and necessary adjustments to the named executive officers’ compensation, including a shift to a larger percentage of the named executive officers’ compensation to long-term incentive awards.

As required by Item 402(v) of Regulation S-K, we are providing the following table that illustrates the relationship between executive “compensation actually paid” (as defined by Item 402(v) of Regulation S-K) and certain measures of financial performance of the Company. The table below illustrates the compensation for our principal executive officer (PEO, also known as our CEO) and the average compensation amounts for our remaining named executive officers (NEOs).

	Year			Summary Compensation Table Total for CEO⁽¹⁾			Compensation Actually Paid to CEO^(1,3)			Average Summary Compensation Table Total for remaining NEOs⁽¹⁾						Value of Initial Fixed $100 Investment Based On:						Net Income			Net Operating Income⁽²⁾			Underwriting Income⁽²⁾
													Compensation Actually Paid to remaining NEOs^(1,3)			Old Republic Total Shareholder Return (TSR)			Peer Group TSR⁽⁴⁾			Net Income			Net Operating Income⁽²⁾			Underwriting Income⁽²⁾
													Compensation Actually Paid to remaining NEOs^(1,3)			Old Republic Total Shareholder Return (TSR)			Peer Group TSR⁽⁴⁾			($ Millions)
	2023			$5,887,317			$8,767,147			$2,545,333			$3,466,466			$180.36			$147.60			$598.6			$749.5			$430.6
	2022			4,540,010			5,056,150			2,056,345			2,196,828			142.78			138.20			686.4			845.1			665.8
	2021			2,392,292			3,259,180			1,243,941			1,471,040			133.84			124.70			1,534.3			935.9			785.9
	2020			1,882,098			1,643,582			1,268,335			1,175,383			92.36			92.69			558.6			670.8			435.2

1.

Mr. Smiddy was the Company's CEO for each year presented. For 2023, the remaining NEOs were Messrs. Sodaro, Gray, Lange, and Oberst. For 2022, the remaining NEOs were Messrs. Sodaro, Gray, Oberst, and Yeager. Mr. Yeager retired from the Company on June 31, 2023. For 2021, the remaining NEOs were Messrs. Mueller, Sodaro, Gray, Oberst, and Yeager. Mr. Mueller retired from the Company on June 30, 2021. Mr. Sodaro was appointed the Company's CFO on July 1, 2021 and became an NEO at that time. For 2020, the remaining NEOs were Messrs. Mueller, Gray, Oberst, and Yeager.

2.

The Company has determined that net operating income and underwriting income are the financial measures that best link company performance to compensation actually paid to the Company's NEOs for the most recently completed fiscal year. Net operating income reflects net income excluding investment gains (losses) which is used in calculating operating return on equity, one of the performance measures of our long-term incentive compensation plan. Underwriting income reflects net premiums and fees earned and the associated combined ratio, both of which are performance measures of our short-term incentive compensation plans. The evaluation of periodic and long-term results via these measures excluding consideration of all investment gains (losses) provides a better way to analyze, evaluate and establish accountability for the results of the insurance operations.

3.

Amounts are calculated in accordance with the method required by Item 402(v) of Regulation S-K and do not reflect actual compensation paid to the CEO and the remaining NEOs. See table below for the details of amounts deducted and added to the Summary Compensation Table figure to calculate compensation actually paid.

				2023						2022						2021						2020
				CEO			Average of the remaining NEOs			CEO			Average of the remaining NEOs			CEO			Average of the remaining NEOs			CEO			Average of the remaining NEOs
	Total Compensation as reported on Summary Compensation Table			$5,887,317			$2,545,333			$4,540,010			$2,056,345			$2,392,292			$1,243,941			$1,882,098			$1,268,335
	Deduct change in present value (PV) of pension benefits as reported on Summary Compensation Table⁽ⁱ⁾			—			(8,275)			—			—			—			(1,159)			—			(42,264)
	Deduct fair value of stock options granted as reported in Summary Compensation Table			(652,000)			(244,500)			(554,400)			(213,860)			(261,800)			(93,500)			(220,800)			(65,550)
	Deduct fair value of stock awards granted as reported in Summary Compensation Table			(1,993,420)			(668,525)			(1,638,000)			(503,100)			—			—			—			—
	Add fair value at year end of stock options granted in current year			1,360,000			510,000			678,600			262,015			530,600			189,500			118,800			45,163
	Add fair value at year end of stock awards granted in current year			2,410,800			808,500			1,690,500			519,023			—			—			—			—
	Add change in fair value at year end from fair value of prior year end of unvested stock option awards granted in prior fiscal years			878,792			272,926			240,000			56,788			423,913			93,752			(101,573)			(19,009)
	Add change in fair value at year end from fair value of prior year end of unvested stock awards granted in prior fiscal years			245,123			70,035			—			—			—			1,830			—			(1,999)
	Add change in fair value at year end from prior year fair value of stock option awards granted in prior fiscal years that vested in current fiscal year			508,158			146,007			99,440			19,903			174,175			34,121			(34,943)			(6,896)
	Add change in fair value at year end from prior year fair value of stock awards granted in prior fiscal years that vested in current fiscal year			122,378			34,965			—			(286)			—			2,555			—			(2,397)
	Compensation Actually Paid			$8,767,147			$3,466,466			$5,056,150			$2,196,828			$3,259,180			$1,471,040			$1,643,582			$1,175,383

i.	Represents aggregate change in the actuarial present value of the named executive officer's accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table.

4.

The Peer Group consists of American Financial Group, Inc.; American International Group, Inc.; W.R. Berkley Corporation; Chubb Limited; Cincinnati Financial Corporation; CNA Financial Corporation; Fidelity National Financial, Inc.; First American Financial Corporation; The Hartford Financial Services Group, Inc.; Stewart Information Services Corporation; and The Travelers Companies, Inc.

Company Selected Measure Name

net operating income

Named Executive Officers, Footnote

1.

Mr. Smiddy was the Company's CEO for each year presented. For 2023, the remaining NEOs were Messrs. Sodaro, Gray, Lange, and Oberst. For 2022, the remaining NEOs were Messrs. Sodaro, Gray, Oberst, and Yeager. Mr. Yeager retired from the Company on June 31, 2023. For 2021, the remaining NEOs were Messrs. Mueller, Sodaro, Gray, Oberst, and Yeager. Mr. Mueller retired from the Company on June 30, 2021. Mr. Sodaro was appointed the Company's CFO on July 1, 2021 and became an NEO at that time. For 2020, the remaining NEOs were Messrs. Mueller, Gray, Oberst, and Yeager.

Peer Group Issuers, Footnote

4.

The Peer Group consists of American Financial Group, Inc.; American International Group, Inc.; W.R. Berkley Corporation; Chubb Limited; Cincinnati Financial Corporation; CNA Financial Corporation; Fidelity National Financial, Inc.; First American Financial Corporation; The Hartford Financial Services Group, Inc.; Stewart Information Services Corporation; and The Travelers Companies, Inc.

PEO Total Compensation Amount

$ 5,887,317

$ 4,540,010

$ 2,392,292

$ 1,882,098

PEO Actually Paid Compensation Amount

$ 8,767,147

5,056,150

3,259,180

1,643,582

Adjustment To PEO Compensation, Footnote

3.

Amounts are calculated in accordance with the method required by Item 402(v) of Regulation S-K and do not reflect actual compensation paid to the CEO and the remaining NEOs. See table below for the details of amounts deducted and added to the Summary Compensation Table figure to calculate compensation actually paid.

				2023						2022						2021						2020
				CEO			Average of the remaining NEOs			CEO			Average of the remaining NEOs			CEO			Average of the remaining NEOs			CEO			Average of the remaining NEOs
	Total Compensation as reported on Summary Compensation Table			$5,887,317			$2,545,333			$4,540,010			$2,056,345			$2,392,292			$1,243,941			$1,882,098			$1,268,335
	Deduct change in present value (PV) of pension benefits as reported on Summary Compensation Table⁽ⁱ⁾			—			(8,275)			—			—			—			(1,159)			—			(42,264)
	Deduct fair value of stock options granted as reported in Summary Compensation Table			(652,000)			(244,500)			(554,400)			(213,860)			(261,800)			(93,500)			(220,800)			(65,550)
	Deduct fair value of stock awards granted as reported in Summary Compensation Table			(1,993,420)			(668,525)			(1,638,000)			(503,100)			—			—			—			—
	Add fair value at year end of stock options granted in current year			1,360,000			510,000			678,600			262,015			530,600			189,500			118,800			45,163
	Add fair value at year end of stock awards granted in current year			2,410,800			808,500			1,690,500			519,023			—			—			—			—
	Add change in fair value at year end from fair value of prior year end of unvested stock option awards granted in prior fiscal years			878,792			272,926			240,000			56,788			423,913			93,752			(101,573)			(19,009)
	Add change in fair value at year end from fair value of prior year end of unvested stock awards granted in prior fiscal years			245,123			70,035			—			—			—			1,830			—			(1,999)
	Add change in fair value at year end from prior year fair value of stock option awards granted in prior fiscal years that vested in current fiscal year			508,158			146,007			99,440			19,903			174,175			34,121			(34,943)			(6,896)
	Add change in fair value at year end from prior year fair value of stock awards granted in prior fiscal years that vested in current fiscal year			122,378			34,965			—			(286)			—			2,555			—			(2,397)
	Compensation Actually Paid			$8,767,147			$3,466,466			$5,056,150			$2,196,828			$3,259,180			$1,471,040			$1,643,582			$1,175,383

i.	Represents aggregate change in the actuarial present value of the named executive officer's accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table.

Non-PEO NEO Average Total Compensation Amount

$ 2,545,333

2,056,345

1,243,941

1,268,335

Non-PEO NEO Average Compensation Actually Paid Amount

$ 3,466,466

2,196,828

1,471,040

1,175,383

Adjustment to Non-PEO NEO Compensation Footnote

3.

Amounts are calculated in accordance with the method required by Item 402(v) of Regulation S-K and do not reflect actual compensation paid to the CEO and the remaining NEOs. See table below for the details of amounts deducted and added to the Summary Compensation Table figure to calculate compensation actually paid.

				2023						2022						2021						2020
				CEO			Average of the remaining NEOs			CEO			Average of the remaining NEOs			CEO			Average of the remaining NEOs			CEO			Average of the remaining NEOs
	Total Compensation as reported on Summary Compensation Table			$5,887,317			$2,545,333			$4,540,010			$2,056,345			$2,392,292			$1,243,941			$1,882,098			$1,268,335
	Deduct change in present value (PV) of pension benefits as reported on Summary Compensation Table⁽ⁱ⁾			—			(8,275)			—			—			—			(1,159)			—			(42,264)
	Deduct fair value of stock options granted as reported in Summary Compensation Table			(652,000)			(244,500)			(554,400)			(213,860)			(261,800)			(93,500)			(220,800)			(65,550)
	Deduct fair value of stock awards granted as reported in Summary Compensation Table			(1,993,420)			(668,525)			(1,638,000)			(503,100)			—			—			—			—
	Add fair value at year end of stock options granted in current year			1,360,000			510,000			678,600			262,015			530,600			189,500			118,800			45,163
	Add fair value at year end of stock awards granted in current year			2,410,800			808,500			1,690,500			519,023			—			—			—			—
	Add change in fair value at year end from fair value of prior year end of unvested stock option awards granted in prior fiscal years			878,792			272,926			240,000			56,788			423,913			93,752			(101,573)			(19,009)
	Add change in fair value at year end from fair value of prior year end of unvested stock awards granted in prior fiscal years			245,123			70,035			—			—			—			1,830			—			(1,999)
	Add change in fair value at year end from prior year fair value of stock option awards granted in prior fiscal years that vested in current fiscal year			508,158			146,007			99,440			19,903			174,175			34,121			(34,943)			(6,896)
	Add change in fair value at year end from prior year fair value of stock awards granted in prior fiscal years that vested in current fiscal year			122,378			34,965			—			(286)			—			2,555			—			(2,397)
	Compensation Actually Paid			$8,767,147			$3,466,466			$5,056,150			$2,196,828			$3,259,180			$1,471,040			$1,643,582			$1,175,383

i.	Represents aggregate change in the actuarial present value of the named executive officer's accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table.

Compensation Actually Paid vs. Total Shareholder Return

Description of Relationship Between CEO and NEO Compensation Actually Paid and Company TSR

The following chart sets forth the relationship between compensation actually paid to our CEO, the average of compensation actually paid to our remaining NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years.

Compensation Actually Paid vs. Net Income

Description of Relationship Between CEO and NEO Compensation Actually Paid and Net Income

The following chart sets forth the relationship between compensation actually paid to our CEO, the average of compensation actually paid to our remaining NEOs, and the Company’s net income over the four most recently completed fiscal years.

Compensation Actually Paid vs. Company Selected Measure

Description of Relationship Between CEO and NEO Compensation Actually Paid and Net Operating Income and Underwriting Income

The following chart sets forth the relationship between compensation actually paid to our CEO, the average of compensation actually paid to our remaining NEOs, and the Company’s net operating income and underwriting income over the four most recently completed fiscal years.

Total Shareholder Return Vs Peer Group

Description of Relationship Between CEO and NEO Compensation Actually Paid and Company TSR

The following chart sets forth the relationship between compensation actually paid to our CEO, the average of compensation actually paid to our remaining NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years.

Tabular List, Table

2.

The Company has determined that net operating income and underwriting income are the financial measures that best link company performance to compensation actually paid to the Company's NEOs for the most recently completed fiscal year. Net operating income reflects net income excluding investment gains (losses) which is used in calculating operating return on equity, one of the performance measures of our long-term incentive compensation plan. Underwriting income reflects net premiums and fees earned and the associated combined ratio, both of which are performance measures of our short-term incentive compensation plans. The evaluation of periodic and long-term results via these measures excluding consideration of all investment gains (losses) provides a better way to analyze, evaluate and establish accountability for the results of the insurance operations.

Tabular List of Financial Performance Measures

The four items listed below represent the additional most important metrics used to determine compensation actually paid to company performance for the most recently completed year.

•	Growth in Net Premium and Fees Earned

•	Combined Ratio

•	Growth in Book Value per Share, Inclusive of Dividends

•	Operating Return on Equity

Total Shareholder Return Amount

$ 180.36

142.78

133.84

92.36

Peer Group Total Shareholder Return Amount

147.6

138.2

124.7

92.69

Net Income (Loss)

$ 598,600,000

$ 686,400,000

$ 1,534,300,000

$ 558,600,000

Company Selected Measure Amount

749,500,000

845,100,000

935,900,000

670,800,000

Mr. Smiddy

Mr. Smiddy

Mr. Smiddy

Mr. Smiddy

Pay vs Performance Disclosure

net operating income

Pay vs Performance Disclosure

Compensation Actually Paid vs. Other Measure

Description of Relationship Between CEO and NEO Compensation Actually Paid and Net Operating Income and Underwriting Income

The following chart sets forth the relationship between compensation actually paid to our CEO, the average of compensation actually paid to our remaining NEOs, and the Company’s net operating income and underwriting income over the four most recently completed fiscal years.

Other Performance Measure, Amount

430,600,000

665,800,000

785,900,000

435,200,000

underwriting income

Pay vs Performance Disclosure

Growth in Net Premium and Fees Earned

Pay vs Performance Disclosure

Combined Ratio

Pay vs Performance Disclosure

Growth in Book Value per Share, Inclusive of Dividends

Pay vs Performance Disclosure

Operating Return on Equity

PEO | Change in Present Value (PV) of Pension Benefits as Reported on Summary Compensation Table [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 0

$ 0

$ 0

$ 0

PEO | Fair Value of Stock Options Granted as Reported in Summary Compensation Table [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(652,000)

(554,400)

(261,800)

(220,800)

PEO | Fair Value of Stock Awards Granted as Reported in Summary Compensation Table [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(1,993,420)

(1,638,000)

0

0

PEO | Fair Value at Year End of Stock Options Granted in Current Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

1,360,000

678,600

530,600

118,800

PEO | Fair Value at Year End of Stock Awards Granted in Current Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

2,410,800

1,690,500

0

0

PEO | Change in Fair Value at Year End from Fair Value of Prior Year End of Unvested Stock Option Awards Granted in Prior Fiscal Years [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

878,792

240,000

423,913

(101,573)

PEO | Change in Fair Value at Year End from Fair Value of Prior Year End of Unvested Stock Awards Granted in Prior Fiscal Years [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

245,123

0

0

0

PEO | Change in Fair Value at Year End from Prior Year Fair Value of Stock Option Awards Granted in Prior Fiscal Years that Vested in Current Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

508,158

99,440

174,175

(34,943)

PEO | Change in Fair Value at Year End from Prior Year Fair Value of Stock Awards Granted in Prior Fiscal Years that Vested in Current Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

122,378

0

0

0

Non-PEO NEO | Change in Present Value (PV) of Pension Benefits as Reported on Summary Compensation Table [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(8,275)

0

(1,159)

(42,264)

Non-PEO NEO | Fair Value of Stock Options Granted as Reported in Summary Compensation Table [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(244,500)

(213,860)

(93,500)

(65,550)

Non-PEO NEO | Fair Value of Stock Awards Granted as Reported in Summary Compensation Table [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(668,525)

(503,100)

0

0

Non-PEO NEO | Fair Value at Year End of Stock Options Granted in Current Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

510,000

262,015

189,500

45,163

Non-PEO NEO | Fair Value at Year End of Stock Awards Granted in Current Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

808,500

519,023

0

0

Non-PEO NEO | Change in Fair Value at Year End from Fair Value of Prior Year End of Unvested Stock Option Awards Granted in Prior Fiscal Years [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

272,926

56,788

93,752

(19,009)

Non-PEO NEO | Change in Fair Value at Year End from Fair Value of Prior Year End of Unvested Stock Awards Granted in Prior Fiscal Years [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

70,035

0

1,830

(1,999)

Non-PEO NEO | Change in Fair Value at Year End from Prior Year Fair Value of Stock Option Awards Granted in Prior Fiscal Years that Vested in Current Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

146,007

19,903

34,121

(6,896)

Non-PEO NEO | Change in Fair Value at Year End from Prior Year Fair Value of Stock Awards Granted in Prior Fiscal Years that Vested in Current Fiscal Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 34,965

$ (286)

$ 2,555

$ (2,397)