STC Stewart Information Services

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________

SCHEDULE 14A

__________________

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.       )

Check the appropriate box:

Stewart Information Services Corporation
(Name of Registrant as Specified In Its Charter)

________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS’ MEETING TO BE HELD MAY 7, 2025

The proxy statement for the 2025 Annual Meeting and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available free of charge at:
For registered holders: www.envisionreports.com/STC
For beneficial holders: www.edocumentview.com/STC

IMPORTANT

You are cordially invited to attend the 2025 Annual Meeting online. YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the virtual Annual Meeting, please vote as soon as possible. As an alternative to voting at the 2025 Annual Meeting, you may vote via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing a completed proxy card. For detailed information regarding voting instructions, please refer to the section entitled “How You Can Vote” on page 3 of the proxy statement. You may revoke a previously delivered proxy at any time prior to the 2025 Annual Meeting. If you are a registered holder and decide to attend the 2025 Annual Meeting and wish to change your proxy vote, you may do so automatically by voting at the Annual Meeting.

TABLE OF CONTENTS

STEWART INFORMATION SERVICES CORPORATION
1360 Post Oak Boulevard, Suite 100
Houston, Texas 77056
(713) 625-8100

PROXY STATEMENT FOR THE
ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 7, 2025

EXECUTIVE SUMMARY

Except as otherwise specifically noted, the “Company,” “Stewart,” “we,” “our,” “us,” and similar words in this proxy statement refer to Stewart Information Services Corporation. This proxy statement and the accompanying materials are being made available to Stewart Information Services Corporation stockholders beginning on or about March 26, 2025. This proxy statement contains information on the matters to be presented at our 2025 Annual Meeting of Stockholders to be held on May 7, 2025, to assist you in voting your shares. You should read the entire proxy statement carefully before voting. This executive summary highlights selected information throughout this proxy statement.

2025 Annual Meeting Information

MATTERS TO BE VOTED ON AT OUR 2025 ANNUAL MEETING

Stewart Information Services Corporation is furnishing this proxy statement to our stockholders in connection with the solicitation by our board of directors (the “Board” or the “Board of Directors”) of proxies for the 2025 Annual Meeting of stockholders we are holding on Wednesday, May 7, 2025, at 8:30 a.m., Central Time (the “2025 Annual Meeting”), or for any adjournment(s) of that meeting.

As permitted by the Securities and Exchange Commission (“SEC”), we are providing most of our stockholders with access to our proxy materials over the Internet rather than in paper form. Accordingly, on or about March 26, 2025, we will deliver (by postal service or e-mail) to most stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the proxy materials over the Internet and mail printed copies of the proxy materials to the rest of our stockholders. If you receive the Notice by mail, you will not receive a printed copy of the proxy materials by postal delivery. Instead, the Notice instructs you on how to access and review all the important information contained in this proxy statement and our 2024 Annual Report to Stockholders. The Notice also instructs you on how to submit your proxy via the Internet. If you receive the Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained in the Notice.

Record Date; Voting Rights; and Outstanding Shares

At the close of business on March 11, 2025 (the “Record Date”), 28,026,117 shares of our Common Stock were outstanding and entitled to vote, and only the holders of record on the Record Date may vote at the 2025 Annual Meeting. A quorum will exist if a majority of Common Stock issued and outstanding and entitled to vote, are present in person or represented by proxy. We will count the shares held by each stockholder who is present in person or represented by proxy at the meeting to determine the presence of a quorum at the meeting. Virtual attendance at our 2025 Annual Meeting constitutes presence in person for purposes of a quorum at the 2025 Annual Meeting. We will count broker non-votes and abstentions as being present at the Annual Meeting for purposes of determining whether a quorum exists.

Each holder of our Common Stock will be entitled to cast one vote per share for or against each of the director nominees.

Unless there are director nominees other than those nominated by the Board of Directors, a director nominee will be elected as a director if the votes cast for his or her election exceed votes cast against his or her election. In this case, any director nominee who does not receive a majority of votes cast “FOR” his or her election would be required to tender his or her resignation following the failure to receive the required vote. For the 2025 Annual Meeting, the number of director nominees equals the number of directors to be elected, so this voting standard will apply. Pursuant to the Company’s By-Laws, if the Secretary of the Company had determined that the number of director nominees exceeded the number of directors to be elected as of the date seven days prior to the scheduled mail date of this proxy statement, a plurality voting standard would apply and a director nominee receiving a plurality of votes cast would be elected as a director. Brokers do not have discretionary authority to vote shares on this proposal without direction from the beneficial owner. For the purpose of electing directors, broker non-votes and abstentions are not treated as a vote cast affirmatively or negatively, and therefore will not affect the outcome of the election of directors. If your properly executed proxy does not specify how you want your shares voted, the shares represented by your proxy will be voted “FOR” each of the director nominees proposed by the Company.

Our stockholders will vote on the approval of the advisory resolution regarding the compensation of our named executive officers. Approval of this proposal requires the affirmative vote of the majority of the shares voted on this proposal at the 2025 Annual Meeting. Brokers do not have discretionary authority to vote shares on this proposal without direction from the beneficial owner. Broker non-votes and abstentions will not be considered in determining the results of the voting for this proposal. Your shares will be voted as you specify on your proxy. If your properly executed proxy does not specify how you want your shares voted, the shares represented by your proxy will be voted “FOR” the approval of this proposal.

Our stockholders will vote on the ratification of the appointment of KPMG LLP as our independent auditors for 2025. The ratification of this proposal requires the affirmative vote of a majority of the shares voted on this proposal at the 2025 Annual Meeting. Under New York Stock Exchange (“NYSE”) rules, the approval of our independent auditors is considered a routine matter, which means that brokerage firms may vote in their discretion on this proposal if the beneficial owners do not provide the brokerage firms with voting instructions. Abstentions, which will be counted as

shares present for purposes of determining a quorum, will not be considered in determining the results of the voting for this proposal. Your shares will be voted as you specify on your proxy. If your properly executed proxy does not specify how you want your shares voted, the shares represented by your proxy will be voted “FOR” the approval of this proposal.

Whether or not you plan to attend the 2025 Annual Meeting, and whatever the number of shares you own, if you received proxy materials by mail please complete, sign, date and promptly return the enclosed proxy card. Please use the accompanying envelope, which requires no postage if mailed in the United States. You may also vote your shares by telephone or Internet by following the instructions on the enclosed proxy card. Please note, however, that if you wish to vote in person at the 2025 Annual Meeting and your shares are held of record by a broker, bank or other nominee, you must obtain a “legal” proxy issued in your name from that record holder.

If a proxy is duly granted and returned over the Internet, by telephone or by mailing a proxy card in the accompanying form, the shares represented by the proxy will be voted as directed. Unless you specify otherwise, the shares represented by your proxy will be voted (i) for the ten Board of Directors’ nominees proposed by the Company listed therein, (ii) for the approval of the advisory resolution regarding the compensation of Stewart Information Services Corporation’s named executive officers, and (iii) for the ratification of KPMG LLP as Stewart Information Services Corporation’s independent auditors for 2025.

Recommendation of the Board of Directors

The Board of Directors recommends that you vote:

•        FOR the ten nominees for director proposed by the Company (Proposal 1);

•        FOR the approval of the advisory resolution regarding the compensation of Stewart Information Services Corporation’s named executive officers (Proposal 2); and

•        FOR the ratification of KPMG LLP as Stewart Information Services Corporation’s independent auditors for 2025 (Proposal 3).

Revocation of Proxies

You may revoke or change a previously delivered proxy at any time prior to its exercise at the 2025 Annual Meeting by the following methods:

•        if you voted by Internet or telephone, by subsequent voting via the Internet or by telephone;

•        by voting your shares electronically during the online 2025 Annual Meeting by using the “Cast Your Vote” link on the meeting site;

•        if you have instructed a broker, bank or other nominee to vote your shares, by following the directions received from your broker, bank or other nominee to change those instructions; or

•        mailing your request to our Secretary at Stewart Information Services Corporation, 1360 Post Oak Boulevard, Suite 100, Houston, Texas 77056, specifying such revocation, so that it is received no later than 4:00 p.m. Central Time, on May 6, 2025.

How You Can Vote

If you are a record holder of your stock, you may vote by attending the 2025 Annual Meeting which is being held virtually and voting at the meeting, or you may vote by submitting a proxy. You may also submit your proxy via the Internet, by telephone or through the mail.

To vote via the Internet, follow the instructions on the Notice or go to the Internet address stated on your proxy card. To vote by telephone, call the number on your proxy card. If you receive only the Notice, you may follow the procedures outlined in the Notice, which contains instructions on how to vote via the Internet or receive a paper proxy card to vote by mail. Internet and telephone voting for Common Stock are available through 11:59 p.m. Eastern Time on May 6, 2025.

As an alternative to voting by telephone or via the Internet, you may vote by mail. If you receive only the Notice, you may follow the procedures outlined in the Notice to request a paper proxy card to submit your vote by mail. If you receive a paper copy of the proxy materials and wish to vote by mail, simply mark your proxy card, date and sign it, and return it in the postage-prepaid envelope. Proxy cards sent by mail, if received in time for voting and not revoked, will be voted at the Annual Meeting according to the instructions on the proxy cards. If no instructions are indicated, the shares represented by the proxy will be voted as set forth above under “Record Date; Voting Rights; and Outstanding Shares.”

If you hold your shares of our Common Stock in street name, you will receive the Notice from your broker, bank, or other nominee that includes instructions on how to vote your shares. Your broker, bank, or other nominee will allow you to deliver your voting instructions via the Internet and may also permit you to submit your voting instructions by telephone. In addition, you may request paper copies of this proxy statement and proxy card by following the instructions on the Notice provided by your broker, bank, or other nominee.

Stockholders who submit a proxy via the Internet should be aware that they may incur costs to access the Internet, such as usage charges from telephone companies or Internet service providers and that these costs must be borne by such stockholders. Stockholders who submit a proxy via the Internet or by telephone need not return a proxy card or the form forwarded by your broker, bank, or other nominee by mail.

Attending the 2025 Annual Meeting

The 2025 Annual Meeting will be completely virtual, conducted solely online at meetnow.global/MLATN5T. You are entitled to participate in the 2025 Annual Meeting only if you were a stockholder of the Company as of the close of business on the Record Date, or if you hold a valid proxy for the 2025 Annual Meeting.

You will be able to attend the 2025 Annual Meeting online and may submit your questions during the meeting by visiting meetnow.global/MLATN5T. You will also be able to vote your shares online by attending the 2025 Annual Meeting. If you encounter technical difficulties accessing the virtual Annual Meeting, please call 1-888-724-2416 for common issues and questions.

To participate in the 2025 Annual Meeting virtually, you will need to review the information included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. You may also visit meetnow.global/MLATN5T and use the 15-digit control number provided on your Notice or proxy card which were mailed to you on or around March 26, 2025 to access additional information.

The Annual Meeting will begin promptly at 8:30 a.m., Central Time. We encourage you to access the virtual meeting platform prior to the start time leaving ample time for check-in. Please follow the registration instructions as outlined in this proxy statement.

During the meeting, registered holders will be able to submit questions by logging into the virtual platform at meetnow.global/MLATN5T and following the instructions within.

Questions pertinent to meeting matters will be answered during the 2025 Annual Meeting. The 2025 Annual Meeting is not to be used as a forum to present personal matters, or general economic, political, or other views that are not directly related to the business of Stewart and the matters properly before the 2025 Annual Meeting, and therefore questions on such matters will not be answered.

In accordance with our By-Laws, a complete list of stockholders entitled to vote at the 2025 Annual Meeting will be available for inspection by stockholders at our headquarters during normal business hours, during the 10 days prior to the 2025 Annual Meeting.

Registering to Attend the 2025 Annual Meeting

If you were a registered stockholder as of the Record Date (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the 2025 Annual Meeting virtually on the Internet. Please follow the instructions on the Notice or proxy card that you received.

If you were a beneficial stockholder as of the Record Date, (i.e., you hold your shares in “street name” through an intermediary, such as a bank or broker), you must register in advance to attend the 2025 Annual Meeting virtually on the Internet.

To register, you must obtain a legal proxy, executed in your favor, from the holder of record and submit proof of your legal proxy reflecting the number of shares of our Common Stock you held as of the Record Date, along with your name and email address, to Computershare. Please forward the email from your broker or attach an image of your legal proxy to legalproxy@computershare.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 2, 2025. You will then receive confirmation of your registration, with a control number, by email from Computershare. At the time of the meeting, go to meetnow.global/MLATN5T and enter your 15-digit control number. Requests for registration should be directed to us at the following:

By email:

Forward the email from your broker, or attach an image of your legal proxy, to
legalproxy@computershare.com.

By mail*:

Computershare
Stewart Information Services Corporation Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001

Cost of Solicitation

We will bear the cost of the solicitation of our proxies. In addition to mail and e-mail, proxies may be solicited personally, via the Internet or by telephone or facsimile, or by a few of our employees and officers without additional compensation and by certain officers or employees of Innisfree M&A Incorporated (“Innisfree”). We have hired Innisfree, 501 Madison Avenue, 20th Floor, New York, NY 10022 to assist us in the solicitation of proxies for a fee of $9,500 plus out-of-pocket expenses.

Questions

If you have any questions or need assistance in voting your shares, please call Innisfree at 888-750-5834.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

At our 2025 Annual Meeting, our stockholders will elect ten directors, constituting the entire Board of Directors. The Chairman of the Board is elected by the Board of Directors following the annual meeting of stockholders.

Director Nominees

The following persons have been nominated by the Board of Directors for election as directors by our stockholders. The persons named in your proxy intend to vote the proxy for the election of each of these nominees, unless you specify otherwise. Although we do not believe that any of these nominees will become unavailable, if one or more should become unavailable before the 2025 Annual Meeting, your proxy will be voted for another nominee, or other nominees, selected by our Board of Directors.

(1)      Under our Guidelines on Corporate Governance, directors are generally expected to retire at age 80. The Board may waive this age limitation in special circumstances. After careful consideration as to the mix of skills, experience and other characteristics that are desired by the Board to ensure optimal performance, the Board, in consultation with the Nominating and Corporate Governance Committee, has decided that it is in the best interest of the Company to waive Mr. Clarke’s mandatory retirement at age 80 so that he may stand for reelection this year. Mr. Clarke’s extensive experience in legal, regulatory, and corporate governance matters, as well as his in-depth knowledge of banking and finance were considered in making this decision. Mr. Clarke recused himself from all Board discussions of the waiver and abstained from the vote.

All director nominees were elected as a director at our 2024 annual meeting of stockholders.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF THE ABOVE TEN NOMINEES FOR DIRECTOR.

CORPORATE GOVERNANCE

Corporate Governance Highlights

We have:

•        an independent Chairman of the Board, separate from the Chief Executive Officer role;

•        key board committees (Audit, Compensation and Nominating and Corporate Governance) comprised solely of independent directors;

•        a declassified board, meaning all of our directors are elected annually;

•        a majority voting standard for the election of directors in uncontested elections; and

•        a single class of common stock with equal voting rights, such that one share equals one vote.

In addition, we:

•        conduct annual board and committee evaluations;

•        prohibit hedging transactions and short sales by executive officers and directors; and

•        have minimum stock ownership guidelines for our executive officers and directors.

Board of Directors

We are currently managed by a Board of Directors comprised of ten members, the majority of whom are “independent” within the meaning of the listing standards of the NYSE. Assuming the election of the 2025 director slate set proposed by the Company and described above, these independent directors are: Thomas G. Apel, C. Allen Bradley, Jr., William S. Corey, Jr., Robert L. Clarke, Deborah J. Matz, Matthew W. Morris, Karen R. Pallotta, Manolo Sánchez, and Helen Vaid. The Board of Directors has determined that none of these directors has any material relationship with us or our management that would impair the independence of their judgment in carrying out their responsibilities to us. In making its independence determination with respect to Mr. Morris, the Board considered his past employment as an executive officer of the Company and concluded that sufficient time had passed since his tenure, such that it does not impair his independence.

The roles of Chairman of the Board and CEO are separate, and each role is held by a different individual. The Chairman of the Board is elected by the Board of Directors following the annual meeting of stockholders. As discussed below, the Chairman of the Board presides over the regular and any special meetings of our non-management directors. Our non-management directors meet after each regularly scheduled Board meeting.

All of our directors shall be elected at the 2025 Annual Meeting and hold office until the next annual election of directors or until his or her successor shall be chosen and shall be qualified, or until his or her death or the effective date of his or her resignation or removal for cause. Currently, the act of the majority of a quorum of the directors shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, the Certificate of Incorporation, or the By-Laws.

The Company has a majority voting standard such that votes cast for any director must exceed the votes cast against such director in an uncontested election. The Company also requires a director who fails to receive a majority vote in an uncontested election to tender his or her resignation. Under the Company’s By-Laws, in a contested election (i.e., where the Secretary of the Company determines that the number of nominees exceeds the number of directors to be elected as of the date seven days prior to the scheduled mailing date of the proxy statement for such annual meeting of stockholders), the plurality voting standard would apply and a director nominee receiving a plurality of votes cast will be elected as a director. During 2024, the Board of Directors held seven meetings and executed seven consents in lieu of meetings. No director attended less than 75% of the aggregate of all meetings of the Board and the committees (if any) on which the director served.

The Board of Directors has adopted the Stewart Code of Business Conduct and Ethics, Guidelines on Corporate Governance, and Code of Ethics for Chief Executive Officer, Principal Financial Officer, and Principal Accounting Officer, each of which is available on our website at stewart.com/corporate-governance and in print to any stockholder

who requests it. We intend to disclose any amendment to or waiver under our Code of Ethics for Chief Executive Officer, Principal Financial Officer, and Principal Accounting Officer by posting such information on our website. In 2024, we had no such waivers. Our Guidelines on Corporate Governance and the charters of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee are available on our website at stewart.com/corporate-governance and in print to any stockholder who requests them. Our Guidelines on Corporate Governance strongly encourage attendance in person by our directors at our annual meetings of stockholders. All except one of our then elected directors attended our 2024 annual meeting of stockholders.

Director Qualifications

Each of our directors is an individual of high character and integrity, with an inquiring mind, and works well with others. Each director nominee brings a unique background and set of skills to the Board, giving the Board of Directors, as a whole, competence and experience in a wide variety of areas, including insurance, real estate, technology, strategic planning, corporate governance, executive management, accounting, finance, government and international business. For information regarding the qualifications, backgrounds, and experience of our director nominees, please see each nominee’s biographical information set forth in “Proposal 1” above.

Pursuant to our Guidelines on Corporate Governance, the Board of Directors has adopted a director education policy in order to encourage our directors to periodically attend director continuing education programs. Under the policy, directors are reimbursed for attending continuing education programs consistent with their duties as directors, and we also reimburse directors for reasonable expenses incurred to attend such programs. The Company and each director are members of the National Association of Corporate Directors (“NACD”). As members of NACD, our directors have access to various educational programs, materials, and reports. In addition to encouraging director education through external programs, the Board of Directors also routinely incorporates educational topics into its meeting agendas.

Risk Oversight

The Board of Directors has ultimate responsibility for protecting value for all stakeholders. Among other things, the Board of Directors is responsible for understanding the risks to which we are exposed, approving management’s strategy to manage these risks, and monitoring and measuring management’s performance in implementing the strategy. The Board of Directors reviews the Company’s enterprise risk management program and receives quarterly updates. In addition, the Board of Directors works with its committees and management to effectively implement its risk oversight role.

The Audit Committee, with the assistance of management, oversees the risks associated with the integrity of our financial statements, our compliance with legal and regulatory requirements, our liquidity requirements, cybersecurity protections and procedures, other exposures to financial risk, and the Company’s enterprise risk management program. The Audit Committee reviews with management, independent accountants, and internal auditors (which internal audit function has been outsourced to Deloitte & Touche LLP) the accounting policies, the systems of internal controls and the quality and appropriateness of disclosure and content in the financial statements or other external financial communications. The Audit Committee, with the assistance of our legal, human resources, and compliance departments, also performs oversight of our various conduct and ethics programs and policies, including the Stewart Code of Business Conduct and Ethics, reviews these programs and policies and monitors the results of our compliance efforts. To the extent the Audit Committee identifies any material risks or related issues, the risks or issues are addressed with the full Board of Directors.

Stewart and its Board of Directors recognize the importance of protecting our clients’ and partners’ privacy, confidentiality, and data integrity. As such, we continuously and methodically evaluate cyber risks, monitor how they evolve, and evaluate their impact. The Board’s oversight of cybersecurity risks occurs at both the full Board level and at the Board committee level through the Audit Committee. The Board receives, at each regularly scheduled meeting, a risk report which includes an updated cybersecurity risk exposure assessment, a summary of existing cybersecurity controls and risk mitigations, and further planned controls and risk mitigation activities. Our Chief Information Security Officer reports quarterly to the Audit Committee concerning the Company’s cybersecurity program and operations.

The Nominating and Corporate Governance Committee, with the assistance of management, oversees risks associated with administering our Guidelines on Corporate Governance and is responsible for reviewing and making recommendations for selection of nominees for election as directors by our stockholders and reviewing the various governance policies affecting the Company, including the Company’s sustainability policies and practices.

The Nominating and Corporate Governance Committee receives, at each regularly scheduled meeting, an update on matters relating to sustainability. To the extent the Nominating and Corporate Governance Committee identifies any material risks or related issues, the risks or issues are addressed with the full Board of Directors.

The Compensation Committee, with the assistance of management, oversees risks associated with our compensation programs and policies. To the extent the Compensation Committee identifies any material risks or related issues, the risks or issues are addressed with the full Board of Directors.

Committees of the Board of Directors

For 2025, the Board of Directors will have the following committees (the “Committees”): an Audit Committee, a Nominating and Corporate Governance Committee, and a Compensation Committee.

Audit Committee.    The Audit Committee’s duty is to assist the Board of Directors in fulfilling its oversight responsibility of

•        the integrity of the financial statements of the Company;

•        the independent registered accountants’ qualifications, independence, and performance;

•        the Company’s system of controls over financial reporting, performance of its internal audit function and the independent registered accountants, and compliance with ethical standards adopted by the Company;

•        the compliance by the Company with legal and regulatory requirements; and

•        the procedures relating to the Company’s cybersecurity and data oversight.

The Audit Committee has sole authority to appoint or replace our independent registered accountants. The Audit Committee has the authority to engage independent counsel and other advisors as it determines necessary to carry out its duties. For a complete list of the Audit Committee’s responsibilities, please see the Audit Committee charter adopted by our Board of Directors, which is available on our website at stewart.com/corporate-governance.

The Audit Committee currently consists of Robert L. Clarke (Chair), William S. Corey, Deborah Matz, Manolo Sánchez, and Helen Vaid, each of whom possesses the necessary levels of financial literacy required to serve. Each of the members of the Audit Committee is “independent” as defined under the listing standards of the NYSE and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Board of Directors has determined that the following members of the Audit Committee meet the requirements of an “audit committee financial expert” as defined in the rules of the SEC: Robert L. Clarke, William S. Corey, Deborah Matz, Manolo Sánchez, and Helen Vaid. No member of our Audit Committee serves on the audit committees of more than three public companies. During 2024, the Audit Committee held eight regular meetings.

The Audit Committee has established procedures for the receipt, retention, and treatment of complaints received by us regarding accounting, internal accounting controls and auditing matters, and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.

Persons wishing to communicate with the Audit Committee may do so by writing in care of the Chair, Audit Committee, Stewart Information Services Corporation, 1360 Post Oak Boulevard, Suite 100, Houston, Texas 77056.

Nominating and Corporate Governance Committee.    It is the Nominating and Corporate Governance Committee’s duty to

•        identify individuals who may become Board members or advisory directors;

•        select or recommend director nominees for the next annual meeting of stockholders;

•        develop and recommend to the Board of Directors a set of corporate governance principles applicable to the Company;

•        provide oversight of the Company’s corporate governance;

•        oversee the evaluation of the Board of Directors, its Committees and management; and

•        review and evaluate the Company’s sustainability policies and practices.

The Nominating and Corporate Governance Committee currently consists of C. Allen Bradley, Jr. (Chair), Deborah Matz, Karen R. Pallotta, and Manolo Sánchez, each of whom is “independent” as that term is defined in the listing standards of the NYSE. The Nominating and Corporate Governance Committee held four meetings during 2024. For a complete list of the responsibilities of the Nominating and Corporate Governance Committee, please see our Nominating and Corporate Governance Committee’s charter, which is available on our website at stewart.com/corporate-governance.

Our Guidelines on Corporate Governance require that a majority of our Board of Directors be “independent” as that term is defined in the rules of the NYSE. As described above, a majority of our current Board of Directors is “independent” under the listing standards of the NYSE. In considering candidates for election as independent directors, our Guidelines on Corporate Governance also provide that the Nominating and Corporate Governance Committee shall be guided by the following principles:

•        Each director should be an individual of the highest character and integrity and have an inquiring mind, experience at a strategic or policy-setting level, or otherwise possess a high level of specialized expertise, and the ability to work well with others. Special expertise or experience that will benefit the growth of the Company’s business is particularly desirable.

•        Each director should have sufficient time available to devote to the affairs of the Company in order to carry out the responsibilities of a director and, absent special circumstances approved by the Board of Directors; no director should simultaneously serve on the board of directors of more than three other entities, excluding non-public companies such as those related to personal or family business and charitable, educational or other non-profit entities. Directors are not qualified for service on the Board of Directors unless they are able to make a commitment to prepare for, and attend, meetings of the Board of Directors and its committees on a regular basis.

•        Each independent director should be free of any significant conflict of interest that would interfere with the independence and proper performance of the responsibilities of a director. Directors to be nominated for election by the holders of Company Common Stock should not be chosen as representatives of a constituent group or organization; rather, each should utilize his or her unique experience and background to represent and act in the best interests of all stockholders as a group.

•        Each director is required to have equity ownership in the Company.

While the Board of Directors does not have a formal quantitative policy with respect to Board nominee diversity, the Nominating and Corporate Governance Committee of the Board of Directors considers a broad range of factors as part of the nomination process. In recommending proposed nominees to the full Board of Directors, the Nominating and Corporate Governance Committee is charged with building and maintaining a Board that has an ideal mix of talent and experience to achieve our business objectives in the current environment. In particular, the Nominating and Corporate Governance Committee is focused on relevant subject matter expertise, depth of knowledge in key areas that are important to us, and diversity of thought, background, perspective, and experience as well as diversity including, but not limited to race, gender, national origin, age and sexual orientation so as to facilitate robust debate and broad thinking on strategies and tactics pursued by us. There are no minimum requirements for nomination. For further information on director qualification, see our Guidelines on Corporate Governance located at stewart.com/corporate-governance.

Pursuant to our By-Laws, the Nominating and Corporate Governance Committee will accept and consider director nominations made by stockholders. To be considered for nomination at our 2025 annual meeting of stockholders, stockholder nominations must be received by us no later than February 8, 2025, and no earlier than January 9, 2025. In addition to satisfying the foregoing requirements under our By-Laws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act.

Persons wishing to submit the names of candidates for consideration by the Nominating and Corporate Governance Committee may submit such nominations in writing addressed to the Nominating and Corporate Governance Committee in care of the Secretary, Stewart Information Services Corporation, 1360 Post Oak Boulevard, Suite 100, Houston, Texas 77056. Any such submission should include the information required by our By-Laws, including the candidate’s name, credentials, contact information and consent to be considered as a candidate.

Compensation Committee.    It is the duty of the Compensation Committee to assist the Board of Directors in discharging its responsibilities relating to the Company’s compensation policies, the compensation of the Company’s directors, officers and senior managers, and to produce the required report on executive compensation for inclusion in the Company’s annual proxy statement. The Compensation Committee currently consists of Karen R. Pallotta (Chair), Thomas G. Apel, William S. Corey and Helen Vaid. During 2024, the Compensation Committee held six meetings and executed four consents in lieu of meetings. Our Board of Directors has determined that each member of our Compensation Committee is “independent” as that term is defined under the listing standards of the NYSE.

For a complete list of the responsibilities of the Compensation Committee, please see our Compensation Committee charter, which is available on our website at stewart.com/corporate-governance. The Compensation Committee’s specific duties and responsibilities include, but are not limited to, the following:

•        Establishing and monitoring the basic philosophy and policies governing the compensation of executive officers and employees or officers of the Company who are also serving as members of the Board of Directors;

•        Reviewing, evaluating, and making recommendations to the Board of Directors relating to the compensation of the Company’s non-employee directors;

•        Reviewing recommendations submitted by the CEO, then approving and submitting to the Board of Directors for formal ratification any decisions with respect to the compensation for executive officers and officers of the Company who also are serving as members of the Board of Directors. These recommendations may include base pay, incentive compensation plans, perquisites, equity-based plans and relevant metrics and target award levels;

•        Approving and submitting to the Board of Directors for formal ratification compensation decisions with respect to the compensation plan of the CEO;

•        Recommending a pay-for-performance based CEO compensation plan to the Board of Directors and overseeing administration of the plan, including evaluating the CEO’s performance in light of the goals under the plan;

•        Reviewing and approving employment agreements, severance agreements and change in control agreements with the executive officers and any employees or officers of the Company who are also serving as members of the Board of Directors;

•        Reviewing the overall compensation structure and programs for all employees (including a review of any risks to the Company that may arise from such structure or programs);

•        Approving the equity-based compensation plans of the Company; and

•        Reviewing and discussing with management the disclosures in this proxy statement’s Compensation Discussion and Analysis (the “CD&A”), making a recommendation to the Board of Directors regarding the inclusion of the CD&A in this proxy statement, and producing a Compensation Committee Report for inclusion in the Company’s proxy statement, each in accordance with the requirements of the SEC.

In addition, the Compensation Committee has the sole authority to retain and terminate any independent compensation consultant. The Compensation Committee is responsible for determining the independence of its advisors by taking into consideration all factors relevant to advisor independence, including the factors set forth in the NYSE Listed Company Manual. The Compensation Committee has authority to direct the work of the compensation consultants and establish the consultants’ fees. It may also obtain advice and assistance from other advisors it determines necessary for effective completion of its duties. The Company is required to fund (i) the Compensation Committee’s approved expenses for any independent advisors employed by the Compensation Committee, and (ii) any other reasonable expenses incurred by the Compensation Committee.

Securities Trading and Investment Policy; Restrictions on Trading in Company Securities

The Company has adopted a written insider trading policy, our Securities Trading and Investment Policy, that governs the purchase, sale, and other dispositions of the Company’s securities by directors, officers, and employees, reasonably designed to comply with all applicable laws and regulations regarding insider trading. Our Securities Trading

and Investment Policy prohibits directors, officers, and employees with access to material non-public information from buying or selling the Company’s securities while in possession of such information. The policy includes provisions for pre-clearance of trades, designated black-out periods, and reporting requirements for all insider transactions. A full copy of our Securities Trading and Investment Policy is available as Exhibit 19.1 to our Annual Report on Form 10-K.

Because short-range speculation in our securities based on fluctuations in the market may cause conflicts of interests with our stockholders, our Securities Trading and Investment Policy, applicable to our directors, executive officers (including the Named Executive Officers (as defined herein)) and all other employees prohibits trading in options, warrants, and puts and calls related to our securities and prohibits selling our securities short, holding our securities in margin accounts or pledging our securities as collateral for a loan except under very limited circumstances. Further, our Securities Trading and Investment Policy contains an anti-hedging policy that prohibits our directors, executive officers (including the Named Executive Officers) and all other employees from entering into hedging transactions, such as zero-cost collars and forward sale contracts, that are designed to hedge or offset any decrease in the market value of Company securities.

Share Ownership Guidelines

In an effort to more closely link our non-employee directors’ financial interests with those of our stockholders, our Board established share ownership guidelines for our non-management directors. Each director is required to own an amount of Common Stock equal to a multiple of five times the stock portion of the annual director retainer. Each director has five years from initial election to acquire the required amount of Common Stock. Currently, nine of the ten directors hold shares in excess of the shares required to meet the ownership guideline. The acquisition period for the remaining director has not expired and she is progressing appropriately toward the required holdings.

Compensation Committee Interlocks and Insider Participation

During 2024, the Compensation Committee members were Karen R. Pallotta (Chair), Thomas G. Apel, William S. Corey and Helen Vaid. None of the current or former members of the Compensation Committee is a former or current officer or employee of the Company or any of its subsidiaries. None of our executive officers currently serve, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee. Please refer to “Certain Transactions” for information regarding Mr. Apel.

Sessions of Non-Management Directors

Our non-management directors meet at regularly scheduled sessions. The Chairman of the Board presides at those sessions. Persons wishing to communicate with our non-management directors may do so by writing in care of the Chair, Audit Committee, Stewart Information Services Corporation, 1360 Post Oak Boulevard, Suite 100, Houston, Texas 77056. Persons wishing to communicate with our other directors may do so by writing in care of the Secretary, Stewart Information Services Corporation, at the same address.

Sustainability Responsibility & Commitment

The Role of Sustainability in Our Journey

As we map the future of the Company and its employees, we recognize the role we play in our customers’ businesses, our industry, and the greater world community. As part of our corporate responsibility commitment, we intend to soon publish the fifth edition of our Sustainability Report which can be found at stewart.com/sustainability. We view the Sustainability Report and the work that forms its core as central to our path ahead. Our Sustainability Committee, with representation from each of our business units and internal support services, will continue to guide us on this journey. Our Sustainability Executive Leadership Council, which is comprised of the Chief Legal Officer, the Chief Human Resources Officer, and the Controller, oversees the Sustainability Committee. The Sustainability Executive Leadership Council reports to the Nominating and Corporate Governance Committee at each of its regularly scheduled meetings. Below are some of the highlights of our sustainability journey and progress made in 2024.

Sustainability: A Year in Review

For our Employees

•        Introduced key enhancements to strengthen the new hire onboarding experience, including welcome sessions, feedback surveys, and employee guides and learning resources

•        Enhanced our Paid Time Off Program to include more time off and broader accessibility, as well as dedicated volunteer time off, providing space for employees to give back to their local communities

•        Achieved active engagement from more than 85% of our global employees with the LinkedIn LearningTM platform

•        Expanded our engagement survey to include all global employees

•        Achieved 1,200 active plan participants in our Employee Stock Purchase Plan

For our Company

•        Enhanced our foundational leadership development programs and new discipline-specific leadership offerings

•        Stewart named as one of the Best Companies to Work For 2024-2025 by U.S. News & World Report

•        Awarded three Culture Excellence awards in the areas of employee well-being, professional development, and employee appreciation as part of the Top Workplaces award program

•        Received individual employee recognition including HousingWire, Tech100, HousingWire Women of Influence, HousingWire Tech Trendsetter, Inman’s Best of Finance, CIO Views Magazine’s Top 10 Empowering Women Leaders, and National Mortgage Processes’ 40-Under-40

For Our Community and Environment

•        Contributed 15,737 volunteer hours from over 1,400 employees to help local communities

•        Reached a major Stewart Title Foundation, Inc. giving milestone by surpassing $1 million in donations to 902 organizations and 100 students

•        Positively impacted the environment through efforts that resulted in:

⸰        Saving more than 12,900 trees from being harvested1

⸰        Reducing paper consumption by more than 5.6 million sheets through electronic signing of documents2

•        Our NotaryCam® subsidiary performed over 154,000 signings remotely online, eliminating the associated carbon emissions of vehicles traveling to those signings

Additional information regarding our governance, sustainability initiatives and progress is available through our website at stewart.com/sustainability and stewart.com/corporate-governance. The information on our website, including our most recent Sustainability Report, is not, and shall not be deemed to be incorporated by reference into this Proxy Statement or any other filings with the SEC unless expressly noted in any such other filings.

EXECUTIVE OFFICERS

The following table sets forth the names and positions of our executive officers as of March 11, 2025:

Below is biographical information for our executive officers (except Mr. Eppinger, whose biographical information is contained on page 9):

Iain M. Bryant.    Iain M. Bryant, 39 years old, has served as Group President, responsible for Stewart’s agency operations, since 2024. He oversees Stewart’s independent title agency network of Stewart Trusted Providers™ and all products and services offered to Stewart’s agency network. Mr. Bryant is also a member of the board of directors of Stewart Title Guaranty Company and Stewart Title Insurance Company. Prior to his current role as Group President, Mr. Bryant served as a member of Stewart’s Agency Services leadership team and as District Manager for the Central U.S., overseeing 17 states, from 2022 – 2024. Mr. Bryant began his career at Stewart in 2021 after the acquisition of his company, ASK Services, of which he was principal and co-owner, from 2013 through acquisition. Today, ASK Services is a wholly owned entity of Stewart and serves as the platform to provide title production to agents nationwide. Prior to Stewart, Mr. Bryant served in business development and management roles in various industries. He also served as board member of the Michigan Land Title Association. Mr. Bryant holds a Bachelor of Arts from Cedarville University and has completed executive education at both the University of Michigan and Harvard University.

Elizabeth K. Giddens.    Elizabeth K. Giddens, 54 years old, serves as Stewart’s Chief Legal Officer and Corporate Secretary. She leads Stewart’s legal organization, overseeing underwriting, claims, litigation, compliance, corporate governance, and regulatory areas for Stewart and its subsidiaries. Ms. Giddens is also a member of the board of directors of Stewart Title Guaranty Company, Stewart Title Company, and Stewart Title Insurance Company. She joined Stewart in 2022 as Deputy Chief Legal Officer and was promoted to Chief Legal Officer in 2023. Prior to joining Stewart, Ms. Giddens served as Senior Vice President, General Counsel, Chief Ethics & Compliance Officer, and Corporate Secretary for Integer Holdings Corporation from 2019 – 2021. From 2012 – 2019, she served as Senior Vice President, Deputy General Counsel, and Corporate Secretary for Mr. Cooper Group Inc. (formerly Nationstar Mortgage). Ms. Giddens has more than 25 years of legal experience practicing in law firms and public companies and holds a Juris Doctor from the University of Oklahoma College of Law, a Master of Business Administration from the University of Tulsa, and a Bachelor of Arts from Trinity University. She is a member of the Texas and Oklahoma Bar Associations and is licensed to practice law in Texas and Oklahoma.

David C. Hisey.    David C. Hisey, 64 years old, has served as Chief Financial Officer (“CFO”) and Treasurer of the Company since 2017. He leads Stewart’s financial organization and strategy, overseeing financial planning and analysis, accounting, treasury and risk management functions, as well as investor relations, corporate development, lender services and property management. As CFO, Mr. Hisey partners with each area of the business to help with their financial and commercial success, focusing on top-line growth and bottom-line improvement. Mr. Hisey has more than 35 years of financial leadership experience and holds a Bachelor of Business Administration magna cum laude in Accounting from James Madison University and is licensed as a Certified Public Accountant in the Commonwealth of Virginia.

Emily A. Kain.    Emily A. Kain, 42 years old, has served as Stewart’s Chief Human Resources Officer (“CHRO”) since 2020. She is responsible for the people side of the business, focusing on the development and execution of the broader human resource and talent strategies, and also leads the marketing, corporate communications and community relations functions. Ms. Kain joined Stewart in 2014 as the manager of employee onboarding and re-engineered the hiring and onboarding processes, employee experience and employee referral program, and developed and launched the global recognition program. Upon appointment to the CHRO role,

she has led the organization in the areas of talent management, organizational design and succession planning, performance management, inclusion and belonging, employee engagement, total rewards, and all aspects of HR operations transformation. Prior to joining Stewart, Ms. Kain worked in public accounting and held multiple human resources positions in both the professional services and oil and gas industries. She draws on experience from both domestic and international roles of increasing scope and responsibility and has applied her extensive experience to advancing Stewart’s HR function and strategy in support of the overall business plan and strategic direction of the organization. She holds a Bachelor of Science in Accounting from Louisiana State University and a Master of Science in Accounting, from the University of New Orleans.

Brad A. Rable.    Brad Rable, 58 years old, has served as Group President, Technology and Operations of the Company since 2022. Prior to being promoted to his current role, Mr. Rable served as Chief Information Officer of the Company from 2015 – 2022. A veteran IT leader and executive with significant experience in developing major initiatives, Mr. Rable is responsible for all areas of digital business enablement, enterprise technology solutions, enterprise operations, and related strategies. Prior to joining Stewart, Mr. Rable was an executive partner with Gartner Executive Programs. He previously served as Executive Vice President, CIO, and Chief Strategy Officer for AIG/ United Guaranty, leading the technology and product development divisions, as well as the innovation team that launched the AIG Mortgage Advisory Company. Mr. Rable received a Master of Arts in computer information resource management from Webster University, Missouri, and a Bachelor of Science in management information systems from Bowling Green State University, Ohio.

Erin E. Sheckler.    Erin Sheckler, 49 years old, has served as Group President responsible for Stewart’s National Commercial Services since 2025. She also oversees the Company’s international operations and 1031 exchange entity, Asset Preservation, Inc. Prior to her current role as Group President, Ms. Sheckler served as Senior Division President within Stewart’s Direct Operations, from 2020 – 2023. Prior to joining Stewart, she served as Senior Vice President of National Commercial Services for WFG National Title Insurance from 2017 – 2020. Ms. Sheckler has more than 25 years’ experience in the title industry spanning many different areas She holds a Bachelor of Arts from Western Washington University and a Juris Doctor, cum laude, from Seattle University School of Law. She is a member of the Washington State Bar Association and is licensed to practice in Washington.

Ryan M. Swed.    Ryan M. Swed, 43 years old, has served as Group President responsible for Stewart’s Direct Operations and all business channels within Stewart’s distributed Direct locations since 2025. He also oversees the Company’s Relocation Services group. Prior to his current role as Group President, Mr. Swed served as Head of Direct Operations from 2023 – 2024, as well previously holding roles in Stewart that comprised Head of National Commercial Services from 2021 – 2023 and Group Senior Vice President of Southwest U.S. Direct Operations from 2020 – 2023. Mr. Swed began his career at Stewart in August 2020 as Group Senior Vice President, Southwest U.S. Direct Operations. Prior to joining Stewart, Mr. Swed was employed by First American Financial from 2010 – 2020, most recently serving as Managing Director for Midwest U.S. Operations. Mr. Swed holds a Bachelor of Arts from Thurgood Marshall College at University of California, San Diego in Political Science — Public Law as well as a Juris Doctor from Fowler School of Law at Chapman University.

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This Compensation Discussion and Analysis (“CD&A”) describes the Company’s executive compensation program for 2024. The following pages explain the process, objectives and structure of the executive compensation decisions made by our Compensation Committee (the “Committee”) and our Board of Directors for 2024. This CD&A is intended to be read in conjunction with the tables beginning on page 36 below, which provide detailed historical compensation information for our Named Executive Officers (“NEOs”).

For 2024, our NEOs were:

(1)      Mr. Lessack retired from the position of Group President effective December 31, 2024.

Executive Summary

Despite continued headwinds from a high interest rate environment that resulted in another year of historically low real estate activity levels, our financial performance in 2024 was strong compared to 2023. We remained focused on managing the business with cost discipline while also seeking opportunities for targeted investments in skills and capabilities to best position us for the long term. We continued to make progress on building a stronger and more resilient business through our long-term strategic investments and enterprise initiatives and by achieving share growth in attractive Direct, Agency, and Commercial markets. Improvements in our technology continued to enhance the customer experience, facilitated efficiency gains in our operations, and improved our data management and ability to leverage our data. Additionally, our stock price performance was positive, gaining 14.9% during 2024. Results of the year include:

Net Income Attributable to the Company:    $73.3M ($2.61 per diluted share) compared to $30.4M ($1.11 per diluted share) in 2023;

Total Revenues:    $2.5B compared to $2.3B in 2023;

Direct Title Revenues:    $1,020.4M compared to $962.7M in 2023;

Gross Agency Revenues:    $1,043.2M compared to $986M in 2023;

Return on Equity:    5.2% compared to 2.2% in 2023;

Reported Pre-Tax Margin:    4.6% compared to 2.7% in 2023; and

Stock Performance:    Share price increase of 14.9% compared to an increase of 37.5% in 2023.

2024 Pay Decisions

Although real estate transaction volumes continued to remain near historically low levels driven primarily by high mortgage rates, the Committee believes the Company’s NEOs and other executive officers continued to effectively balance cost management activities with demonstrated progress and achievement on key strategic initiatives that are helping build a stronger, more resilient company better positioned for long term success. This was evident in the improvement of financial results for 2024 compared to 2023 despite overall real estate transaction volumes remaining flat year-over-year. This year-over-year improvement coupled with performance results that exceeded financial targets that were set above prior year results led to over-target payouts in our Short-Term Incentive Plan (“STIP”). Additionally, upon reviewing market pay comparator data and considering factors including performance throughout multiple years of challenging market conditions, the historical performance of previous grants, and their importance

to our long-term success, the Committee approved increases to Long-Term Incentive Plan (“LTIP”) awards for NEOs and other executive officers. The Committee believes that the compensation paid to the Company’s NEOs for 2024 was consistent with our long-standing track record of demonstrating a strong pay-for-performance philosophy while ensuring our compensation program aligns with shareholder interests. Other decisions made for 2024 included:

•        Focusing NEO target pay packages on variable compensation (80% for our CEO and 71% for our other NEOs), as described in the “2024 Pay Mix” section;

•        Maintaining wide performance target levels on the financial metrics in our STIP in consideration of the uncertainty in the interest rate environment, which resulted in payouts between 110-116.5% of target; and

•        Adjusting the mix in our LTIP to balance performance-based awards (50%) with time-based awards (50%) to promote retention and shareholder alignment, as described in the “Long Term Incentives” section.

Say-on-Pay Proposal

The Company holds an advisory vote on executive compensation every year. An overwhelming majority (97.6%) of the votes on our 2024 Say-on-Pay proposal were cast in favor of the proposal, an approval level similar to our 2023 result. The Committee interprets this continued strong level of support as affirmation of the overall structure of our executive compensation program and our approach to compensation decisions. As our business evolves, we are committed to the continuous improvement of our executive compensation program to ensure alignment with our strategic business priorities, to support our ability to attract, motivate and retain top executive talent, and to align executive compensation with performance.

Our Executive Compensation Practices

Below we highlight our key executive compensation practices, both the practices we have implemented to drive performance, and the practices we have not implemented because we do not believe they would serve our shareholders’ interests.

What Guides Our Program

Compensation Philosophy and Objectives

The Company’s executive compensation structure follows a “pay-for-performance” philosophy by providing a meaningful relationship between the compensation earned by our executives, the overall success of our organization, and the returns generated to our shareholders.

The overall objectives of our executive compensation program are to:

•        Attract and retain high-performing, industry-leading talent who will build and sustain our long-term success;

•        Incentivize our executives to achieve financial and strategic goals in a way that creates and sustains long-term value, balancing both risk and reward;

•        Align the interests and financial incentives of our executives with shareholders’ interests; and

•        Ensure performance-based compensation does not encourage excessive risk taking.

Our executive compensation program is also intended to be market competitive. For 2024, the Committee approved a ‘‘total direct compensation opportunity’’ for each executive officer consisting of base salary, target short-term incentive compensation, and target long-term incentive compensation. The intent is for total direct compensation to be competitive among the comparator group, specifically targeting the pay comparator group median. The Committee also considers historical and individual circumstances, including tenure, experience, individual performance, retention factors, and the availability of comparable data for each position.

The Committee believes the majority of executive officer compensation should be “at-risk,’’ with the realized value heavily dependent upon the Company’s financial, operational, and shareholder return performance. We believe executive officers should be rewarded appropriately for their efforts when financial performance meets or exceeds established objectives. Likewise, incentive compensation may be below target or not be earned if performance does not meet established goals or thresholds. Additionally, we believe executive officers should also be evaluated on their leadership competencies and individual contributions and achievements on key non-financial company objectives that contribute to our vision of being the premier title services company. These beliefs form the foundation of our incentive compensation, which is designed to appropriately balance annual results and the Company’s sustained, multi-year success. Short-term awards are payable in cash, while long-term awards are equity-based.

Implementing the Philosophy in 2024

The primary objective of our executive compensation program is to create a strong and meaningful relationship between the compensation earned by our executive officers and the long-term sustainable success of our Company and shareholders. In 2024, the Committee continued to prioritize this alignment by maintaining widened performance ranges in the STIP to reflect the uncertainty and difficulty in forecasting future interest rates and resulting real estate market volumes. This included establishing threshold performance targets reflective of the downside risk to real estate activity as well as more rigorous maximum performance targets to minimize the risk of excessive payouts. The Committee believed this approach would maintain alignment with our pay-for-performance philosophy in a highly unpredictable environment by reducing the risk of inaccurate forecasts contributing to either excessive or overly punitive payouts. See the “2024 Performance Metrics, Goals, Results and Bonus Payouts” section for more information.

In establishing the 2024 LTIP design, the Committee approved a balanced mix of 50% performance-based and 50% time-based stock. This adjustment to the mix relative to the prior year is intended to balance executive retention along with incentivizing executives’ contributions to driving long-term value creation that is aligned with shareholder interests. See the “Long-Term Incentive (LTI) Plan for 2024” section for more information.

To provide our NEOs and other executive officers with compensation that is competitive, target pay levels are generally set at the median for the pay comparator group with an opportunity to earn compensation above the median in return for exceeding performance goals and conversely respond in cases where performance goals are not achieved.

Our NEOs and other executive officers are eligible for additional benefits and limited perquisites in line with market practices as well as the same health and welfare benefits available to our general employee population.

2024 Pay Mix

The core principle of our executive compensation philosophy is to pay for performance. Accordingly, our executive officer compensation program is heavily weighted toward ‘‘at-risk’’ variable compensation.

We have three elements of total direct compensation: base salary, short-term incentive, and long-term incentive. As illustrated in the charts below, in 2024, 80% of target total direct compensation to Mr. Eppinger, our CEO, was variable and “at-risk”, while the average mix of other NEO target total direct compensation was 71% variable and “at-risk”.

Benchmarking and Pay Comparison

When considering our compensation practices and pay levels, the Committee reviews the compensation practices and pay levels of a comparator group of companies to determine market levels. Since there are only four publicly-held title insurance companies, and two of those are substantially larger than the Company, a pay comparator group was established by the Committee that reflects companies of comparable size that share a comparable labor market. The Committee periodically reviews the composition of this group to ensure that the companies in the group are relevant for comparative purposes and that the companies in the group have executive officer positions with similar scope and responsibilities.

To identify an appropriate comparison group, the Committee and its independent compensation consultant reviewed data for potential comparators relating to revenue (generally 0.5x to 2.0x our size), market capitalization, and sector within the insurance industry. The Committee also considered business focus (such as title companies, mortgage insurance companies, property/casualty insurance companies, mortgage banking companies, reinsurance companies, and similar companies within the insurance sector) and the relevance of the company as a comparator based on a ‘‘comparator of comparators’’ assessment, which includes comparator companies of the other publicly-held title companies.

For 2024, the Committee approved maintaining the same comparator group that was established in 2023 except for Argo Group International Holdings, Ltd, which was acquired.

Pay Comparator Group:

Elements of 2024 NEO Compensation

Base Salaries

The Company pays an annual base salary to each NEO to provide the executive officer with a fixed rate of cash compensation during the year. In establishing base salaries, the Committee considers a variety of factors including, but not limited to, leadership and operational performance as it relates to an executive officer’s level of duties and responsibilities, the executive officer’s impact on the Company’s achievement of its strategic objectives, and the executive officer’s base salary relative to the base salaries of individuals in a similar role in peer companies.

In connection with its annual review of executive officer compensation, the Committee considered each NEO’s base salary, and elected to make moderate changes to salary levels for 2024 as shown in the table below:

Ms. Giddens was given a more significant increase based upon evaluation of comparator pay data. Mr. Rable was not an NEO in 2023.

Short-Term Incentives

Short-Term Incentive Plan for 2024

The Committee believes short-term incentive compensation is a necessary component in providing a competitive pay opportunity. Further, we believe our short-term incentive approach should align to the Company’s overall objectives and contribute to creating shareholder value. We believe this is achieved by emphasizing financial metrics that our executive officers can directly influence and that strongly correlate to our stock performance while giving the Committee the ability to consider leadership competencies and individual contributions and achievements on key non-financial company objectives critical to our strategy and success.

Setting Target Award Opportunities

The Committee established a short-term incentive target award amount for each NEO as a percentage of base salary. This target is used at the end of the year as the base point for determining any actual award earned. The Committee sets the target award opportunities based on each NEO’s level of responsibility and ability to impact our business results, as well as relative to benchmark pay data, as outlined on page 24.

The 2024 short-term incentive target award opportunities were as follows:

Mr. Eppinger’s target was increased to 150% from 125% to recognize his performance and position relative to comparator pay data.

2024 Performance Metrics, Goals, Results and Bonus Payouts under the STIP

Consistent with the previous year, the Committee chose to maintain Pre-Tax Margin and Net Revenue as the financial metrics and maintain an Individual Qualitative metric in our 2024 STIP. The Committee believes Pre-Tax Margin and Net Revenue, as defined below, align our NEOs’ interests with the financial objectives of the Company and are two of the most important metrics used by shareholders to evaluate the financial performance of our business. We maintain a heavier weighting on Pre-Tax Margin relative to Net Revenue because we believe it provides the best measure of our progress towards improving our operating performance and executing on strategic priorities that will drive sustainable, long-term success. Additionally, we believe this heavier weighting better aligns our STIP with our shareholders because of the strong correlation of Pre-Tax Margin with stock price returns. The Individual Qualitative metric is incorporated because we believe it further aligns our STIP to our compensation philosophy of incentivizing our executives to achieve financial and strategic goals in a way that creates and sustains long-term value.

For Mr. Eppinger, Mr. Hisey, Mr. Lessack, Ms. Giddens, and Mr. Rable, short-term incentive bonus payouts are based on the achievement of corporate goals, with the relative weighting as shown in the table below. For Mr. Lessack and Mr. Rable, a heavier weighting was given on their Individual Qualitative metric to reflect their ownership of strategic initiatives and organization objectives critical to our long-term success.

For each financial goal, the achievement of threshold performance results in a payout multiple of 50% of target, and the achievement of maximum performance results in a payout multiple of 200% of target. Performance below threshold levels results in no payout for that incentive component, and performance between threshold and maximum levels results in an interpolated payout between 50% and 200%. Payout on the Individual Qualitative metric is capped at the higher of 1) the achievement on the financial performance metrics or 2) the target payout percentage.

We go through a rigorous process to establish performance target goals that we feel balance reasonable attainment in the anticipated market environment and objective progress towards our longer-term financial goals that will benefit our shareholders, inclusive of:

•        Developing our annual financial plan in the preceding fourth quarter, considering prior year performance, industry data, key economic data and forecasts, Company strategic objectives, and long-term financial goals, with review and approval by the Company’s Board of Directors no later than early in the first quarter.

•        Performing a secondary review of industry forecasts in the middle of the first quarter before performance target goals and threshold and maximum performance target levels are approved in late first quarter, allowing us to consider the variability and unpredictability of forecasting future rates and real estate transaction volumes.

•        Setting target performance goals relative to prior year actual results depending upon whether industry and financial forecasts expect a more favorable or challenging market environment compared to the previous year.

•        Adjusting threshold and maximum performance target levels from target performance goals to create a range of achievement that reflects the risks and uncertainty of the anticipated business environment and aligns with overall payout opportunities that lead to strong pay-for-performance outcomes.

The target performance goals approved for Pre-Tax Margin and Net Revenue were 3.75% – 4.25% and $1,500M, respectively. These targets were set slightly above the prior year’s results and reflected the expectations of Fannie Mae and the MBA that the housing market would begin to slowly recover based on an expected gradual decline in interest rates over the course of the year. Based on published industry data as of December 31, 2023, total mortgage originations were forecast to increase 23% from 2023 and existing and new home sales to increase 3% and 4%, respectively. The threshold and maximum performance goals for Pre-Tax Margin were set 200 basis points below the low end of the target range and 300 basis points above the high end of the target range, respectively. This created a performance achievement range of 1.75% to 7.25%. For Net Revenue, the threshold and maximum performance goals were set $200M below and $225M above the target performance goal, respectively, to create a performance achievement range of $1,300M to $1,725M. The Committee believed these performance ranges would:

•        Effectively motivate and reward NEOs and other executive officers to balance navigating a highly uncertain real estate market with creating long-term value.

•        Closely align with our pay-for-performance philosophy by reducing the impact of sharp and unexpected changes to the real estate market relative to the assumptions used to set performance target levels.

•        Create more rigor in achieving a maximum payout while reducing the risk of a demotivating outcome.

The following tables provide a breakdown of targeted award opportunities, metrics used to determine short-term incentive payout, performance levels, performance results, and the actual short-term incentive payout as a percent of the target amount indicated in the table above for each NEO. Performance range numbers are rounded.

Financial Performance Metrics (80% Weighting) — Mr. Eppinger, Mr. Hisey, and Ms. Giddens

Financial Performance Metrics (50% Weighting) — Mr. Lessack and Mr. Rable

Individual Qualitative Metric

The Committee used the Individual Qualitative metric to consider each executive officer’s contributions towards key company strategic objectives and demonstrated leadership competencies. The following contributions and accomplishments were considered in evaluating each NEO’s individual performance:

Frederick H. Eppinger

•        Pursued investments to expand service offerings, enhance technological capabilities, and grow market presence in specific strategic markets;

•        Strengthened talent in key senior leadership positions and executed on key succession planning objectives;

•        Championed a culture of caring and community outreach which drove engagement and teamwork that elevated the experience of internal and external constituents; and

•        Improved our employee value proposition by dedicating resources to enhance our health and welfare benefits offering, provide more learning and development opportunities for all employees, and support employee engagement activities across the organization. Efforts resulted in the Company being recognized in the Top Workplaces program as a 2024 Top Workplace by the Houston Chronicle and recipient of three Culture Excellence Awards for employee well-being, employee appreciation, and professional development. Additionally, U.S. News & World Report recognized the Company as one of the 2024 – 2025 Best Companies to Work For.

David C. Hisey

•        Improved processes to more effectively support acquisitions in different stages;

•        Enhanced our capital, cash management and investment frameworks to improve returns; and

•        Strengthened organizational talent through successful hiring, coaching and succession planning.

Steven M. Lessack

Given the significant scope of Mr. Lessack’s responsibilities, we believed it was critical for Mr. Lessack to focus on the execution of his succession plan to ensure a smooth leadership transition and position the Company for long-term success.

•        Executed extensive succession plan that included the appointments of Ryan Swed and Erin Sheckler to executive officers and transition of responsibilities across his organization.

Elizabeth K. Giddens

•        Demonstrated success on building leadership talent and bench strength and executed on key succession plans;

•        Improved claims and litigation management functions that helped lower our claims loss ratio from 4.1% in 2023 to 3.9% in 2024;

•        Drove success with leadership education for newly hired and acquired leaders and in the Underwriter Mentorship Program; and

•        Established a Legal Operations function to enhance our technology and reporting and data analytics.

Brad A. Rable

•        Launched the implementation of a multi-year effort to replace the Company’s title production system;

•        Invested in and championed the Company’s continued focus on cyber security awareness, security solutions, and incident response and demonstrated continued progress to strengthen cyber security controls; and

•        Successfully focused on building depth of expertise and talent across his organization.

The payout on the Individual Qualitative metric for each executive is capped at the higher of 1) Achievement of Financial Performance Metrics result or 2) Target payout. For Mr. Eppinger, Mr. Hisey, and Ms. Giddens, the maximum weighted payout that could be earned on their Individual Qualitative metric was 23.3% (116.5% x 20%). For Mr. Lessack and Mr. Rable, the maximum weighted payout that could be earned on their Individual Qualitative metric was 57.1% (114.3% x 50%).

The following table shows the calculation of each NEO’s actual 2024 short-term incentive bonus based on the target opportunity and total payout multiple from the results shown in the tables above. In approving the payouts in the table below, the Committee considered the strong performance of the Company compared to the prior year despite operating in a similar challenging market environment and believed that the executive officers and NEOs effectively balanced short-term disciplined cost management activities along with strategic investments that will benefit the Company and shareholders in the long term.

(1)      Reflects the aggregate payout multiple from the results shown in the tables above.

Long-Term Incentives

Long-Term Incentive (LTI) Plan for 2024

We believe that long-term incentives are critical to helping the Company achieve alignment of shareholder and executive officer interests by rewarding NEOs for the creation of sustained shareholder value and providing us with a means to attract, retain, and motivate the high-caliber executive officers needed to achieve our desired performance goals.

For 2024, performance-based and time-based restricted stock units each represented 50% of the total value of the award based on the grant date fair value compared to 60% and 40%, respectively, for 2023. This mix is intended to balance the alignment of pay and performance by linking vesting with the achievement of performance goals and the importance of retaining key executive officers critical to executing our long-term strategy.

2024 Long-Term Awards

The Committee believes that LTI awards with multi-year vesting schedules encourage retention of key leaders and contribute to a culture of ownership. Additionally, to realize any upside from the target grant value, we need to continue to execute on key long-term strategic objectives and deliver results that drive long-term growth in our stock, which closely aligns to the interests of our shareholders and is a key objective of our executive compensation program.

In establishing the award opportunities for our NEOs, factors considered include, but are not limited to:

•        market pay comparator data;

•        the importance of the NEO’s responsibilities and expected contributions to our long-term success;

•        recognition of performance and/or changes in scope of responsibilities;

•        recruitment and retention considerations; and

•        historical compensation including performance of previous grants.

For 2024, the Committee considered these factors and approved increases for Mr. Eppinger, Mr. Hisey, Mr. Lessack, and Ms. Giddens as follows. Mr. Rable was not an NEO in 2023.

Time-Based Restricted Stock Units

Time-based equity awards are granted in the form of restricted stock units. These are intended to encourage the retention of our NEOs and align their interests with those of shareholders by providing a continuing incentive to increase shareholder value. The realized value of the award depends on the Company’s share price at the time awarded units vest. The time-based restricted stock units vest in equal annual installments over three years from the grant date of the award.

Performance Based Restricted Stock Units

Performance-based equity awards are granted in the form of restricted stock units and are subject to both performance and time restrictions and are either earned at 100% of the target grant or forfeited. For the performance restriction to be met, the Company must achieve a certain target percentage of Adjusted Pre-Tax Margin (as defined and reported in Appendix A of our quarterly earnings release) in three out of seven quarters beginning with Q2 2024 and ending with Q4 2025. If the performance restriction is not met, then the full award will be forfeited. The Committee felt achievement of the target in three out of seven quarters provided the best balance of incentivizing sustainable long-term performance with the risk and challenges of predicting future performance in the real estate market which can be highly volatile largely due to interest rate changes. In the case where the performance restriction is met, the time restriction is then considered met on the third anniversary of the grant date.

The Committee considered many different metrics but decided to maintain Adjusted Pre-Tax Margin because it provides a strong measure of management’s operational performance and has a strong correlation to shareholder returns. Additionally, a key part of our long-term strategy is to build a stable and resilient company that can sustain the ups and downs of a full real estate cycle. The Committee believes Adjusted Pre-Tax Margin aligns well to measuring management’s execution on our long-term strategy, which can have a significant impact on long-term shareholder returns. Although Pre-Tax Margin is also used in our STIP, the Committee believes that along with the approach used to set the targets in each plan as well as the design of each plan, it provides the best and most direct way to retain and reward our NEOs for their performance and align their compensation with the interests of our shareholders.

In setting the Adjusted Pre-Tax Margin target for 2024, the Committee considered many factors including historical performance, key economic and real estate market forecasts, and progress made on our long-term strategy. These factors were weighed against the objectives of our LTI program and the Committee decided to set the target for the 2024 grant at 4.5%. We believed this target provided a balance between setting an attainable and sustainable level of operational performance and the difficulty and uncertainty of predicting future performance. Additionally, we believed it was appropriate to set the target below the prior year’s target because of the softening of the real estate market largely due to rising interest rates.

The Committee believes the design of our performance-based restricted stock units promotes a strong pay and performance alignment. The use of Adjusted Pre-Tax Margin provides a metric that strongly contributes to total shareholder returns and is a metric that management can directly influence. It is measured over a period that can be reasonably forecast and balances attainability with a sustainable level of operational performance. Additionally, the award can only be earned at a maximum 100% of the target grant if the performance restriction is met, which removes the risk of excessive payouts. This means that for executive officers to realize any upside over the three-year vesting period, shareholder returns must be positive. If shareholder returns are negative over the vesting period, then the realized value of the award will be below the target value of the grant.

The Decision-Making Process

The Committee, Management, and the Committee’s independent compensation consultant collaborate in designing the executive officer compensation plans with the shared goal of developing and implementing a program that will assist the Company in the accomplishment of its strategic objectives, provide meaningful reward opportunities for NEOs and other executive officers, and promote shareholder value.

The Role of the Compensation Committee

The Committee is comprised solely of independent, non-employee members of the Board of Directors and oversees all components of the executive officer compensation program. Details of the Committee’s authority and responsibilities are specified in its Charter, which is available at stewart.com/corporate-governance.

The Committee determines the components and amount of compensation for our NEOs and other executive officers and provides overall guidance for employee compensation policies and programs. The Committee reserves the right to make modifications to annual incentive plans and retains an independent compensation consultant to receive guidance and insight on best practices. The Committee reviews and sets the compensation of the CEO, evaluates CEO performance and compensation in executive session without management present, and consults with the CEO for compensation recommendations for other executive officers. The CEO’s recommendations are based on the achievement of targeted metrics, performance of the individual’s respective business or function, the individual’s contribution to the Company’s short-term and long-term success and employee retention considerations. The Committee reviews current compensation best practices with its independent compensation consultant, considers our CEO’s recommendations and approves, in its sole discretion, any compensation changes affecting our executive officers.

The Role of Management

Members of management assist the Committee by providing individual and aggregate pay recommendations that management believes recognize individual contributions and provide market-competitive compensation for executive officers that is consistent with the Company’s compensation philosophy. As part of this process, management engages with the Committee regarding the information provided on market trends, potential compensation plan designs, and industry trends, before making recommendations to the Committee. In support of 2024 compensation plans, management:

•        Recommended base salaries and short-term and long-term incentive target levels for executive officers other than the CEO; and

•        Proposed incentive metrics, targeted performance levels including threshold and maximum performance levels, and plan components for the short-term and long-term incentive plans.

At the end of the 2024 performance year, management reviewed metric-based performance relative to goals in 2024 for each executive officer, and the CEO presented recommendations regarding short-term and long-term incentive award payouts for each of the executive officers aside from himself.

The Committee reviews and discusses management’s recommendations in executive session in conjunction with its independent compensation consultant, when making compensation decisions or recommendations to the full Board.

The Role of the Compensation Consultant

For the 2024 plan year, the Committee engaged Mercer (US) LLC (“Mercer”) to assist in providing a comprehensive assessment of its executive officer compensation programs.

The Committee’s independent compensation consultant provides various executive officer compensation services to the Committee. Generally, these services include advising the Committee on the principles of our executive officer compensation program and providing market information and analysis regarding the competitiveness of our program design and award values in relation to performance. In addition, the consultants attended meetings of the Committee, as requested by the Committee Chair.

The NYSE has adopted guidelines for compensation committees to consider when evaluating Compensation Committee advisor independence. The Committee reviewed these guidelines and determined that Mercer is an independent consultant under these guidelines. Mercer performed no services for the Company other than services for the Committee regarding executive officer and non-employee director compensation.

Management communicated with the consultants and provided data to them regarding executive officers but did not direct the consultants’ activities, which were directed by the Committee.

The Committee maintains sole authority to select, retain, terminate, and approve fees and other retention terms of the relationship with the compensation consultant.

Executive Compensation Risk Mitigation

The Committee does not believe that the Company’s compensation policies and practices encourage excessive or unnecessary risk-taking by our executive officers and other employees. Moreover, the Committee believes that our compensation program is designed with an appropriate mix of compensation to mitigate these risks. Practices include:

•        Setting base compensation for executive officers within reasonable ranges of our competitive market and rewarding executive officers through our short-term and long-term incentive plans for exceptional performance when the Company outperforms to align management’s interests with shareholders’ interests;

•        Setting threshold and maximum performance goals to create wide performance goal ranges that reduce the risk of demotivating or excessive payouts and aligning strategic initiatives to the Individual Qualitative metric that minimize enterprise risk and reward contributions to our long-term success;

•        Assuring the Committee maintains discretion to consider any imprudent risk assumption or action that led to short-term gains or otherwise unduly contributed to the attainment of specific objectives and to adjust awards accordingly;

•        Incorporating performance-based long-term incentives with payouts capped at Target, which encourage consistent behavior and reward long-term, sustained Company performance;

•        Prohibiting trading of derivatives or hedging by executive officers and directors, as required in the Company’s Securities Trading and Investment Policy;

•        Maintaining a claw back policy to recover any performance-based compensation paid to current and former executive officers, including stock-based awards that is determined to have been wrongfully earned in light of a financial restatement;

•        Benchmarking current compensation practices, policies and pay levels with our pay comparator group on a routine basis;

•        Requiring a mandatory forfeiture of grants of unvested equity upon termination by the Company for cause;

•        Ensuring that the Company’s executive officer compensation program is overseen by a committee of independent directors, who are advised as needed by both internal and external risk experts; and

•        Using share ownership guidelines that require executives to retain a specified ownership level of equity awards.

Stock Ownership Guidelines

A significant focus of our compensation philosophy is on aligning the interests of our executive officers with those of our shareholders. In 2017, the Company implemented stock ownership guidelines, as presented in the table below.

Under the established stock ownership guidelines, the required levels of ownership as a multiple of base salary is five times for the CEO and two times for other NEOs. These levels of ownership must be achieved within a five-year period from either the date the guidelines became effective or the time an individual becomes an executive officer, whichever is later.

The Committee annually monitors stock ownership requirements and the progress of executive officers toward achieving those guidelines. In making this determination, the Committee considers Common Stock beneficially owned by the executive officer (but excluding options whether or not exercisable), and time-based restricted stock granted to the executive officer.

As of December 31, 2024, Messrs. Eppinger, Hisey, Lessack and Rable and Ms. Giddens have all achieved their respective guideline ownership levels.

Equity Grant Timing Practices

The Committee approves all equity award grants to our executive officers on or before the grant date. Equity awards are generally made on a predetermined cycle in the first quarter of the fiscal year, though the Committee maintains discretion to grant additional equity awards outside of the annual grant cycle. The Committee has a policy against making equity grants to our executive officers until any material non-public information has been disclosed to the public and does not time the release of material non-public information in coordination with grants of equity awards in a manner that intentionally benefits the executive officers or otherwise for the purpose of affecting the value of executive compensation. In 2024, equity compensation for our executive officers consisted solely of restricted stock units; we did not grant options to executive officers in 2024.

Claw Back Policy

Effective October 2, 2023, we amended our compensation recovery policy (“claw back policy”) in compliance with the NYSE’s listing standards. Our claw back policy provides for the recovery of erroneously awarded incentive-based compensation paid to current and former executive officers in the event of an accounting restatement, without regard to any fault or misconduct, unless such recovery is impracticable. The claw back policy covers all incentive-based compensation as defined in the final rule, which includes performance-based awards granted under the 2020 Incentive Plan and annual cash-based bonus awards under our STIP.

Hedging and Pledging

The Company’s Securities Trading and Investment Policy prohibits any director, executive officer, employee, or any Section 16 Reporting Person from engaging in transactions designed to insulate them from changes in the Company’s stock price. The Company’s anti-hedging policy prohibits our directors, executive officers, Section 16 Reporting Persons, and all other employees from entering into transactions that include (without limitation) equity swaps or short sales of our securities, margin accounts or pledges of our securities, and hedges or monetization transactions involving our securities that are designed to offset any decrease in the market value of the Company’s securities. In addition, the purchase or sale of puts, calls, options, or other derivative securities based on the Company’s securities is prohibited under this policy and borrowing against any account in which our securities are held is prohibited.

Health and Welfare Plans

The Company’s executive officers, along with all other employees, are eligible to participate in our medical, dental, vision, life, accidental death and disability, long-term disability, short-term disability, and other applicable employee benefits. In addition, executive officers and other key personnel are provided an executive benefit plan that consists of additional Company-paid long-term disability and group variable life insurance basic coverage.

Defined Contribution Plan

The primary tax qualified long-term compensation plan offered to Company employees in the United States is the Stewart 401(k) Savings Plan. Executive officers participate in this plan on the same terms as our other employees.

Deferred Compensation Plan

The Salary Deferred Compensation Plan is a nonqualified, elective, deferred compensation plan designed to supplement any existing qualified plans and provide an extra financial benefit to key personnel and highly compensated employees. The Company supports this plan as an additional method for key personnel and highly compensated employees to defer all or a portion of their salary, commissions, and bonus to plan for retirement. Assets are held in a separate rabbi trust to pay plan benefits. Rabbi trust assets are subject to the claims of creditors of the Company in the event of bankruptcy. Of our NEOs, only Ms. Giddens enrolled and contributed to this plan in 2024.

Employment Agreement Amendment with Mr. Eppinger

As previously disclosed, on December 3, 2024, the Company entered into an Amended and Restated Employment Agreement (the “Employment Agreement”) with the Company’s Chief Executive Officer, Frederick H. Eppinger. The Employment Agreement extends the term of the Company’s prior employment agreement with Mr. Eppinger until December 31, 2028, which term was otherwise set to expire on December 31, 2025. Under the Employment Agreement, Mr. Eppinger’s base salary is initially set at $1,100,000 annually. Pursuant to the terms of the Employment Agreement, through December 31, 2025, Mr. Eppinger is entitled to receive certain benefits upon the termination of his employment under certain circumstances, as further described under “Potential Payments upon Termination or Change in Control” below. In addition, for periods commencing on and after January 1, 2026, which was the expiration date of his prior Employment Agreement, in the event Mr. Eppinger’s employment is terminated due to voluntary retirement, as defined in the Company’s Executive Voluntary Retirement Plan (the “Plan”), Mr. Eppinger shall be entitled to certain benefits as provided pursuant to the Plan, which are consistent with the benefits available to our other NEOs.

Transition Services Agreement with Mr. Lessack

On December 31, 2024, Mr. Lessack retired from his executive officer position as Group President at the Company. In order to provide for an orderly transition, Mr. Lessack and the Company entered into a Transition Services Agreement (the “Transition Services Agreement”), whereby Mr. Lessack assumed the role of Senior Advisor to the Company’s Chief Executive Officer to provide services and support to the Company in connection with his transition. The term of the Transition Services Agreement is from December 31, 2024 through March 31, 2025, unless extended by mutual agreement. Under the terms of the Transition Services Agreement, Mr. Lessack will not provide more than forty (40) hours of service during any calendar month and the Company agreed to pay Mr. Lessack $15,000 per month for performance of services under the Transition Services Agreement. The Committee approved this change to Mr. Lessack’s compensation arrangement, as documented by the Transition Services Agreement, on the basis that the Company would materially benefit from Mr. Lessack’s assistance in ensuring a smooth transition out of his former role at the Company.

Executive Officer Employment Agreements

The Board has approved, based on the recommendation of the Committee, the provision of certain post-termination benefits to executive officers to encourage their continued leadership and commitment in the event of a change in control. In exchange for the benefits provided under each agreement, executive officers are required to agree to certain confidentiality, non-competition, and non-solicitation covenants which the Committee believes are valuable to us when an executive officer’s employment terminates. In addition, the Committee believes that executive officers should

be provided with an inducement to remain in the service of our Company in the event of any proposed or anticipated change in control of our Company in order to facilitate an orderly transition, without placing the executive officer in a position where he or she is concerned about being terminated without compensation in connection with such a transaction.

Individual employment agreements exist between each NEO and the Company. The employment agreements articulate the terms and conditions of an executive officer’s employment with the Company, including termination provisions and applicable restrictive covenants. The Committee believes the employment agreements provide assurance to the executive officers by articulating employment terms not subject to change except by annual action.

Generally, each agreement contains the following provisions:

•        Term:    following the completion of the initial term, each agreement will automatically be extended annually for a one-year term, unless at least 90 days prior to the applicable renewal date either party gives written notice that the term should not be further extended after the next termination date. Mr. Eppinger has an employment term concluding on December 31, 2028. Following the completion of the existing term for Mr. Eppinger, the agreement will automatically be extended annually for additional one-year terms, unless at least 60 days prior to the applicable renewal date either party gives written notice that the term should not be further extended after the next termination date.

•        Salary:    initial annual base salary, subject to annual review and increase by the Board.

•        Short-Term and Long-Term Incentive Participation:    opportunity to participate in the Company’s short- and long-term incentive plans are subject to annual review by the Committee. No guaranteed amounts are paid under either our short-term or long-term incentive plans, except as set forth in any accelerated vesting provisions of the respective agreements.

•        Benefit Plan Participation:    opportunity to participate in other Benefits offered to employees such as group life, qualified Employee Stock Purchase Plan (“ESPP”), medical plan, and other fringe benefits.

•        Perquisites:    perquisites include normal paid association and membership dues, executive development up to $5,000, financial planning services, and additional executive life insurance and disability benefits for all NEOs. Mr. Eppinger received a monthly housing allowance and participated in the Director Charitable Matching Gift Program in 2024. Mr. Lessack received monthly auto allowances. These are described in more detail in the “All Other Compensation” section.

•        Severance and Change in Control Provisions:    described in more detail in the “Potential Payments upon Termination or Change in Control” section.

•        Additional Stockholder-Friendly Requirements:    minimum Company stock ownership requirements and restricted covenants including confidentiality, non-competition, and non-solicitation.

EXECUTIVE COMPENSATION

Summary of Compensation

The following table summarizes compensation information for each of our NEOs for the three years ended December 31, 2022, 2023, and 2024, for each year they were NEOs.

Summary Compensation Table

*        Mr. Lessack retired from his position as Group President effective December 31, 2024.

(1)      Represents grant date fair value of stock awards granted in the designated year calculated in accordance with FASB ASC Topic 718. For additional information regarding such computations and any related assumptions, see Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. More information on fiscal 2024 Stock Awards is set forth in ‘‘Compensation Discussion and Analysis — Elements of 2024 NEO Compensation — Long-term Incentives’’ and in ‘‘Grants of Plan-Based Awards’’ below.

(2)      Represents cash incentive awards paid to the NEOs. More information on fiscal 2024 Non-Equity Incentive Plan Compensation is set forth in “Compensation Discussion and Analysis — Elements of 2024 Named Executive Officer Compensation,” and “Compensation Discussion and Analysis — 2024 Performance Metrics, Goals, Results, and Bonus Payouts.”

(3)      See the following table captioned “All Other Compensation.”

All Other Compensation

Grants of Plan-Based Awards

The following table sets forth information concerning individual grants of plan-based equity and non-equity awards for the year ended December 31, 2024.

(1)      Reflects 2024 Short-term Incentive Award. More information on fiscal 2024 Non-Equity Incentive Plan Awards is set forth in “Compensation Discussion and Analysis — 2024 Performance Metrics, Goals, Results, and Bonus Payouts.”

(2)      Reflects grant of Performance-Based Restricted Stock Units. For the performance restriction to be met, the Company must achieve 4.5% or greater Pre-Tax Margin in three of seven quarters from Q2 2024 through Q4 2025. 100% of the granted units will be forfeited if the performance restriction is not met. The time restriction is considered met on the third anniversary of the grant date. The grant date fair value is the closing price of the stock ($61.44 on March 26, 2024) on the grant date. More information on fiscal 2024 Equity Incentive Plan Awards is set forth in “Compensation Discussion and Analysis — Long-Term Incentive Plan for 2024.”

(3)      Reflects grant of Time-Based Restricted Stock Units that vest ratably over three years, commencing on the first anniversary of the grant date. The grant date fair value is the closing price of the stock ($61.44 on March 26, 2024) on the grant date. More information on fiscal 2024 Equity Incentive Plan Awards is set forth in “Compensation Discussion and Analysis — Long-Term Incentive Plan for 2024.”

Stock Vested

The following table sets forth information concerning the value realized during 2024 of option exercises and/or shares acquired upon vesting of previously granted stock awards.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information concerning the outstanding equity awards held by each of our NEOs for the year ended on December 31, 2024.

This table includes time-based restricted stock units granted in 2022, 2023 and 2024, performance-based units granted in 2023 that are now only subject to time-based vesting restrictions, and performance-based units granted in 2024. The time-based restricted stock units vest in three equal annual installments on each of the first three anniversaries of the grant date unless otherwise noted. On February 28, 2024, the Committee certified that the performance restriction for the performance-based units granted in 2022 was not met and therefore, 100% of the units were forfeited. The closing price on December 31, 2024, the last trading day in 2024, was $67.49.

(1)      Performance-based Restricted Stock Units that will vest on the third anniversary of the grant date if the time restriction is met. On August 6, 2024, the Committee certified that the Company achieved 5.0% or greater Pre-Tax Margin in three of seven quarters from Q2 2023 through Q4 2024 to meet the performance restriction.

(2)      Performance-based Restricted Stock Units that vest on the third anniversary of the grant date if the performance restriction is met. For the performance restriction to be met, the Company must achieve 4.5% or greater Pre-Tax Margin in three of seven quarters from Q2 2024 through Q4 2025. On February 26, 2025, the Committee certified that the performance restriction was met. The Units will vest on the third anniversary of the grant date if the time restriction is met.

Nonqualified Deferred Compensation Plans

The Company previously established the Deferred Compensation Plan as described on page 34. Of our NEOs, only Ms. Giddens deferred 2024 compensation under the plan and has an existing balance. The following table outlines contributions and balances as of December 31, 2024. Ms. Giddens did not contribute to the deferred compensation plan prior to 2024.

Potential Payments upon Termination or Change in Control

Each of the NEOs (or their beneficiaries) are entitled to certain payments upon termination of employment. The table below represents the payments owed under each termination category.

(1)      A general release of claims is required in exchange for payments made for a termination tied to retirement, involuntary termination without cause, voluntary resignation for good reason, or in connection with a change in control. With respect to CEO retirement benefits, the above reflects the benefits available to Mr. Eppinger in the event of retirement prior to January 1, 2026. From and after January 1, 2026, he is entitled to the same retirement benefits as the other NEOs.

(2)      As of the date of termination, any accrued but unpaid base salary, accrued but unused vacation time, earned but unpaid short-term incentive and long-term incentive payments for the prior fiscal year, vested employee benefits (401(k) Plan) and expenses entitled for reimbursement are collectively known as “Accrued Amounts”. This payment applies to all types of terminations except termination for “Cause”.

(3)      Under the 2018 Incentive Plan and 2020 Incentive Plan, all grants require a “double trigger” to accelerate or modify vesting conditions after a change in control, requiring both a change in control event and a qualifying termination of employment before any vesting will be accelerated.

(4)      In the event of death or disability, vested Stock Options must be exercised on the earlier of one year following the termination of employment or the expiration date. In the event of retirement, vested Stock Options must be exercised on the earlier of five years following the termination of employment or the expiration date. For the other termination categories, vested Stock Options must be exercised on the earlier of 60 days following the termination of employment or the Expiration Date.

All NEOs are required to sign a document obligating confidentiality, as well as a 12-month non-competition and non-solicitation covenant. If the NEOs violate any provisions, they forfeit all unvested awards and incentive plan benefits.

In addition to the payments and provisions above, if Mr. Eppinger and the Company agree to mutually separate prior to or at December 31, 2025, he will be entitled to his unvested time-based long-term incentives delivered as per the vesting schedule, and unvested performance-based long-term incentives delivered as per the vesting schedule, upon attainment of performance criteria.

The tables below show details of payout amounts under each termination category if they would have occurred on December 31, 2024. Long-term incentive values reflect the closing price of our Common Stock of $67.49 on December 31, 2024 multiplied by the target number of unvested shares/units for each NEO. Stock Options values reflect the aggregate value of the difference between the closing price of our Common Stock of $67.49 on December 31, 2024 and the per share exercise prices multiplied by the number of vested Options for each NEO. Long-term incentive forfeiture provisions and pro-rata calculations have been incorporated as applicable.

(1)      As of December 31, 2024, per his Employment Agreement Mr. Eppinger was not eligible for retirement benefits and would therefore not receive any payments under that termination category.

(1)      As of December 31, 2024, Ms. Giddens was not retirement eligible due to her age and therefore would not receive any payments under that termination category.

(1)      As of December 31, 2024, Mr. Rable was not retirement eligible due to his age and therefore would not receive any payments under that termination category.

Compensation of Directors

Our directors received fees as follows during the year ended December 31, 2024:

(1)      The annual stock award to non-management directors elected at the 2024 annual meeting of stockholders was valued based on the market value per share of Common Stock at the close of business on May 8, 2024. The non-management directors received approximately $85,000 or $170,000 in unrestricted stock as noted, rounded to the nearest whole share.

(2)      The directors are eligible to participate in the Board of Directors Charitable Matching Gift Program from The Stewart Title Foundation, Inc. (the “Foundation”). Under this program, an eligible director’s total charitable gifts of up to $5,000 per calendar year will qualify. The Foundation will contribute to charitable organizations an amount equal to 1 to 1 the contribution made by the eligible director.

(3)      Includes a director charitable match of $5,000.

Compensation for our non-management directors for 2024 consisted of cash compensation for annual retainers, equity compensation consisting of stock awards, and certain other compensation. Each of the current components of our non-management director compensation is described in more detail below. In 2024, we paid annual retainers to Board members, Committee Chairs, and Committee members as follows:

•        Board cash retainer of $85,000

•        Board unrestricted stock retainer of $85,000

•        Chairman of the Board cash retainer of $125,000

•        Committee Chair cash retainers in the following amounts:

•        Audit — $35,000

•        Compensation — $20,000

•        Nominating and Corporate Governance — $17,500

•        Committee member cash retainers in the following amounts:

•        Audit — $15,000

•        Compensation — $10,000

•        Nominating and Corporate Governance — $7,500

Directors have the option to take their entire retainer in stock. They must notify the Secretary of such election by January 31 of each year. In addition, we reimburse reasonable expenses incurred for attendance at Board and Committee meetings.

Please see the Corporate Governance section on page 12 for information concerning stock ownership guidelines for directors.

CEO Pay Ratio Disclosure

The pay ratio has been calculated using CEO annual total compensation as a multiple of our median employee’s annual total compensation. Mr. Eppinger’s 2024 total compensation, as disclosed in the Summary Compensation Table on page 36, was used for this calculation since he served as the CEO of the Company for the entirety of 2024. The following methodology was used to calculate the median employee total compensation:

•        The Company’s total employee population was approximately 7,000 employees globally on December 31, 2024. Compensation paid to employees in local currencies was converted to USD using exchange rates on December 31, 2024.

•        Calculated total compensation in accordance with Item 402(c)(2)(x) of Regulation S-K (the same way total compensation was calculated for the CEO in the Summary Compensation Table) for each employee and annualized the total compensation for any permanent employee who worked less than a full year, based on the number of days they were employed in FY 2024.

Based on the foregoing, the CEO’s annual total compensation was 96.97 times the median of the annual total compensation of all employees, excluding the CEO, of $55,959.

We believe the pay ratio disclosed above is a reasonable estimate calculated in accordance with SEC rules, based on our records and the methodology described above. The SEC rules for identifying the median employee and calculating the pay ratio allow companies to use a variety of methodologies and apply various assumptions. The application of various methodologies may result in significant differences in the results reported by SEC reporting companies. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio we report above.