Sector: Financials
INVESTORS TITLE · Meeting: May 20, 2026
Directors FOR
2
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
W. Morris Fine is the son of CEO J. Allen Fine and brother of CFO James A. Fine, Jr., placing him in a direct familial relationship with senior management; under the policy, a director with a familial relationship to senior management — especially the CEO or founder — warrants a vote against, regardless of his operational qualifications.
For Analysis
Ms. Coley has served since 2020 (more than 24 months), is independent, is a CPA with strong financial expertise, and the company's 3-year stock return of +78.8% outperformed the XLF benchmark by +13.5pp, well below the 65pp threshold needed to trigger a vote against, so no performance concern applies.
Mr. Hutson is designated as an independent director and Lead Independent Director, has relevant corporate and business law experience, attended at least 75% of meetings, and the company's strong 3-year TSR of +78.8% versus XLF does not trigger any performance-based concern.
Of the three nominees, W. Morris Fine receives an AGAINST vote due to his direct familial relationship to both the CEO (his father) and CFO (his brother), which creates a governance concern about true independence and board oversight of management. Tammy F. Coley and Richard M. Hutson II both receive FOR votes; neither is overboarded, both have appropriate qualifications, attendance is adequate, and the company's 3-year stock return of +78.8% outperforms the XLF benchmark by +13.5pp, far below the 65pp threshold required to trigger a performance-based against vote.
CEO
J. Allen Fine
Total Comp
$952,842
Prior Support
98%%
The CEO's total pay of $952,842 is modest and reasonable for a financial services company of ITIC's size (~$438M market cap), consisting of a base salary of $593,475, a discretionary cash bonus of $300,000, and modest benefits — no equity awards were granted. The company has a clawback policy in place, shareholders overwhelmingly approved executive pay at 98% in 2025, and the company's 3-year stock return of +78.8% significantly outperformed the XLF benchmark, supporting the view that incentive pay is broadly aligned with shareholder experience. No individual executive pay level triggers the policy thresholds, and the pay structure is straightforward and transparent.
Auditor
Forvis Mazars, LLP
Tenure
N/A
Audit Fees
$528,000
Non-Audit Fees
$0
In 2025, Forvis charged $528,000 in audit fees and zero in non-audit fees, resulting in a non-audit fee ratio of 0% — well within the 50% threshold; auditor tenure is not disclosed so no tenure trigger fires, and there are no known material restatements; Forvis is appropriate for a company of ITIC's size and complexity.
The 2026 ITIC annual meeting ballot contains two management proposals (director election and auditor ratification) plus a say-on-pay advisory vote that is implied by the proxy's compensation discussion but not listed as a separate numbered proposal in the notice; auditor ratification earns a clean FOR given zero non-audit fees, CEO pay is modest and well-supported, but W. Morris Fine's director nomination draws an AGAINST vote due to his direct familial relationship with the CEO and CFO, which undermines the board's ability to independently oversee management.
