STEWART INFO SERVICES CORP (STC)
Sector: Financials
2026 Annual Meeting Analysis
STEWART INFO SERVICES CORP · Meeting: May 7, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Ten Directors
Director since 2009 with relevant mortgage, title, and technology industry experience; no overboarding, attendance, or TSR trigger concerns — STC's 3-year return of +63.9% exceeds the peer group median of +42.7% by +21.2pp, well below the 50pp underperformance threshold required to trigger a vote against.
Director since 2016 with extensive insurance industry and legal expertise; no overboarding, attendance, or TSR trigger concerns given STC's strong 3-year relative performance versus its disclosed peer group.
Director since 2004 with deep financial, regulatory, and banking expertise; chairs the Audit Committee with clear financial qualifications; the Board has provided a specific rationale for waiving the mandatory age-80 retirement, and no TSR trigger applies given STC's outperformance versus its peer group over 3 years.
Director since 2020 with over 37 years of public accounting experience and CPA credentials, making him well-suited for both the Audit and Compensation committees; no TSR trigger, attendance, or overboarding concerns.
CEO and director since 2016 with deep insurance industry experience; as an executive director, the same TSR trigger applies — STC's 3-year return of +63.9% outperforms the peer group median by +21.2pp, so the TSR trigger does not fire; he holds one outside public board seat (Centene Corporation), which is within the two-seat limit for sitting CEOs.
Director since 2020 with extensive regulatory and financial services expertise including service as National Credit Union Administration Board Chair; no overboarding, attendance, or TSR trigger concerns.
Director since 2016 and former CEO with deep institutional knowledge of Stewart's operations; the proxy discloses he is a member of the founding family but he is classified as independent with a Board determination that sufficient time has passed since his executive tenure, and no TSR trigger applies given STC's peer-group outperformance; currently holds three public company board seats, within the four-seat limit for non-executive directors.
Director since 2019 with over 30 years of financial services and mortgage banking experience; chairs the Compensation Committee; no overboarding, attendance, or TSR trigger concerns.
Director since 2019 with extensive banking, real estate, and risk management expertise; currently holds two active public company board seats (Affirm Holdings and Fannie Mae), which is within the four-seat limit; no TSR trigger concerns given STC's strong peer-relative 3-year performance.
Director since 2023, which is within the 24-month exemption window from the TSR trigger; brings digital, customer experience, and technology expertise; no overboarding or attendance concerns.
All ten director nominees receive a FOR vote. STC's 3-year price return of +63.9% outperforms the disclosed compensation peer group median of +42.7% by +21.2 percentage points, which is well below the 50pp underperformance threshold that would trigger votes against directors under the strong-positive-TSR policy tier. No overboarding, attendance below 75%, independence, or audit/compensation committee non-independence concerns are identified for any nominee. Helen Vaid joined in 2023 and is within the 24-month new-director exemption in any case.
Say on Pay
✓ FORCEO
Frederick H. Eppinger
Total Comp
$7,865,929
Prior Support
97.7%%
The CEO received total compensation of approximately $7.9 million in 2025, which is within a reasonable range for a CEO at a $1.8 billion financial services company, and the prior Say on Pay vote received overwhelming support of 97.7%. The pay mix is strongly performance-oriented — 85% of the CEO's target total direct compensation is variable and at-risk, well above the 50-60% minimum threshold in our policy, with a healthy split between a short-term cash bonus tied to pre-tax margin and revenue goals and long-term equity awards (50% performance-based, 50% time-based). The company also has a meaningful clawback policy, stock ownership guidelines, no excise tax gross-ups, and double-trigger change-in-control vesting, all of which reflect shareholder-friendly practices.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not include an auditor fee table with specific dollar amounts for audit and non-audit fees, so the non-audit fee ratio trigger cannot be evaluated and per policy a FOR vote is the default. KPMG is a Big 4 firm appropriate for a $1.8 billion market cap company. Auditor tenure is not disclosed in the excerpted filing text, so per policy the tenure trigger does not fire — the absence of tenure disclosure is noted as a minor negative factor but does not override the default FOR vote. No material financial restatements attributable to audit failure are disclosed.
Overall Assessment
The 2026 Stewart Information Services annual meeting presents three standard proposals: election of ten directors, a Say on Pay advisory vote, and ratification of KPMG as auditor. All proposals receive a FOR vote determination — the director slate is well-qualified with no TSR, attendance, overboarding, or independence concerns (STC's 3-year return actually outperforms its disclosed peer group), the CEO compensation program is heavily variable and shareholder-aligned with 97.7% prior-year support, and no auditor fee or tenure data is available in the filing to trigger a negative vote on KPMG.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing