OLD REPUBLIC INTERNATIONAL CORP (ORI)
Sector: Financials
2026 Annual Meeting Analysis
OLD REPUBLIC INTERNATIONAL CORP · Meeting: May 21, 2026
Directors FOR
2
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of two Class 3 Directors
Ms. Adachi has served since 2021 (about 5 years), brings relevant insurance and human capital expertise, and ORI's 3-year price return of 102.6% outperforms the XLF benchmark by +41.7 percentage points — well below the 65-point threshold needed to trigger a vote against under our policy for strong-positive TSR companies.
Mr. Smiddy is the CEO and has served as a director since 2019; ORI's 3-year price return of 102.6% outperforms XLF by +41.7 percentage points, which does not meet the 65-point threshold required to trigger a vote against executive directors under our policy, and the Say on Pay program passes independently.
Both Class 3 nominees pass all policy screens: no overboarding, no attendance issues, no familial conflicts, and ORI's strong 3-year total return of 102.6% versus the XLF ETF benchmark (+41.7pp gap versus 65pp trigger threshold) means the TSR underperformance trigger does not fire for either director.
Say on Pay
✓ FORCEO
Craig R. Smiddy
Total Comp
$8,238,993
Prior Support
97%%
CEO total compensation of $8,238,993 is within a reasonable range for the head of a ~$9.8 billion financial services company, and the prior year Say on Pay received overwhelming 97% shareholder support indicating no significant shareholder concern. The pay program is meaningfully performance-based — the majority of CEO pay consists of performance stock awards (PSUs tied to 3-year operating return on equity and book value growth), time-vesting stock units, options, and a cash bonus tied to net earned premiums and combined ratio targets — and ORI's 3-year stock return of 102.6% substantially outperforms the XLF benchmark by 41.7 percentage points, confirming that above-benchmark variable pay is aligned with strong shareholder outcomes. The company maintains a clawback policy, prohibits hedging and pledging, and has no employment contracts or golden parachutes for executives.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$7,028,680
Non-Audit Fees
$195,000
Non-audit fees (audit-related fees of $195,000) represent only about 2.8% of audit fees ($7,028,680), far below the 50% threshold that would raise independence concerns; KPMG is a Big 4 firm appropriate for ORI's ~$9.8B market cap; auditor tenure is not explicitly disclosed in the proxy so the tenure trigger cannot fire per policy; no material restatements were identified.
Overall Assessment
ORI's 2026 annual meeting presents a clean ballot with no significant governance concerns: both director nominees are qualified and unaffected by the TSR trigger given ORI's outstanding 3-year return, KPMG's non-audit fee ratio is minimal at under 3%, and the Say on Pay program reflects a well-structured, performance-linked compensation design that earned 97% shareholder support in 2025. All three proposals warrant a FOR vote under the policy.