UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



__________________

SCHEDULE 14A INFORMATION

__________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

(Amendment No.       )



Filed by the Registrant

þ

Filed by a Party other than the Registrant

o

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)14a-6(e)(2))

þ

Definitive Proxy Statement

o

Definitive Additional Materials

o

Soliciting Material under Rule 14a-12§240.14a-12

Stewart Information Services Corporation


(Name of registrantRegistrant as specified in its charter)Specified In Its Charter)

________________________________________________________________

(Name of person(s) filing proxy statement,Person(s) Filing Proxy Statement, if other than the registrant)Registrant)

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

þ

No fee required.

oFee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1)Title of each class of securities to which transaction applies:

(2)Aggregate number of securities to which transaction applies:

(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)Proposed maximum aggregate value of transaction:

(5)Total fee paid:

oFee paid previously with preliminary materials.

oCheck box if any part of the fee is offset as provided

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rule 0-11(a)(2)Rules 14a-6(i)(1) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.0-11

(1)Amount Previously Paid:

(2)Form, Schedule or Registration Statement No.:

(3)Filing Party:

(4)Date Filed:


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STEWART INFORMATION SERVICES CORPORATION
1980
1360
Post Oak Boulevard, Suite 800
100
Houston, Texas 77056

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 28, 2017


To Be Held May 8, 2024

Notice is hereby given that Stewart Information Services Corporation, a Delaware corporation, will hold its 20172024 Annual Meeting on April 28, 2017,Wednesday, May 8, 2024, at 8:30 a.m., CDT,Central Time. This year’s Annual Meeting will be a completely virtual meeting of stockholders, conducted solely online. There is no physical location for the Annual Meeting. You will be able to attend and participate in the First Floor Conference RoomAnnual Meeting online, vote your shares electronically and submit your questions during the meeting by visiting meetnow.global/MHW52STand using the 15-digit control number provided on your Notice of Three Post Oak Central, 1990 Post Oak Boulevard, Houston, Texas 77056,Internet Availability of Proxy Materials (the “Notice”) or proxy card which are being delivered (by postal service or e-mail) to you on or around March 26, 2024. Details regarding how to participate in the meeting online and the business to be conducted at the Annual Meeting are more fully described in the accompanying proxy statement. This meeting is being held for the following purposes:

(1)To elect Stewart Information Services Corporation’s directors;
(2)To approve an advisory resolution regarding the compensation of Stewart Information Services Corporation’s named executive officers;
(3)To consider and act upon an advisory resolution regarding the frequency at which Stewart Information Services Corporation should include an advisory resolution in its proxy statement regarding the compensation of its named executive officers;
(4)To ratify the appointment of KPMG LLP as Stewart Information Services Corporation’s independent auditors for 2017; and
(5)To transact such other business as may properly come before the meeting or any adjournment(s) thereof.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE:

FOR the nine nominees for director,
FOR the approval of the advisory resolution regarding the compensation of StewartInformation Services Corporation’s named executive officers,
FOR an advisory vote on the compensation of StewartInformation Services Corporation’s named executive officers EVERY YEAR, and
FOR the ratification of KPMG LLP as Stewart Information Services Corporation’s independent auditors for 2017.

(1)To elect ten directors to the Stewart Information Services Corporation Board of Directors;

(2)To approve an advisory resolution regarding the compensation of Stewart Information Services Corporation’s named executive officers;

(3)To ratify the appointment of KPMG LLP as Stewart Information Services Corporation’s independent auditors for 2024;

(4)To approve an amendment to the Stewart Information Services Corporation 2020 Incentive Plan; and

(5)To transact such other business as may properly come before the meeting or any adjournment(s) thereof.

In addition to the foregoing, the Annual Meeting will include the transaction of such other business as may properly come before the Annual Meeting, or any adjournment(s), continuation(s), rescheduling(s) or postponement(s) thereof.

The holders of record of Stewart Information Services Corporation’sCorporation Common Stock at the close of business on March 3, 201711, 2024, will be entitled to vote at the 2017 Annual Meeting.

By OrderAs permitted by the Securities and Exchange Commission rules, the Company will furnish 2024 proxy materials over the Internet. On or around March 26, 2024, we are delivering (by postal service or e-mail) to most of our stockholders the Notice instead of a paper copy of our proxy materials, which includes the Notice of Annual Meeting, our Proxy Statement, our 2023 Annual Report and a proxy card or voting instruction form. The Notice contains instructions on how to access those documents on the Internet and how to cast your vote via the Internet. The Notice also contains instructions on how to request a paper copy of our proxy materials. All stockholders who do not receive the Notice will receive a paper copy of the Boardproxy materials by postal service or by e-mail. If you receive a paper copy of Directors,
our proxy materials, you can cast your vote by completing the enclosed proxy card and returning it in the postage-prepaid envelope provided, or by utilizing the telephone or Internet voting systems. Returning a signed proxy card or submitting a proxy over the Internet or by telephone will not affect your right to vote at the virtual Annual Meeting. Please submit your proxy promptly to avoid the expense of additional proxy solicitation.

By Order of the Board of Directors,

Elizabeth K. Giddens

March 26, 2024

Corporate Secretary

[GRAPHIC MISSING]
J. Allen Berryman
SecretaryTable of Contents

March 29, 2017


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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE STOCKHOLDERS’ MEETING TO BE HELD APRIL 28, 2017

MAY 8, 2024

OurThe proxy statement for the 20172024 Annual Meeting and our Annual Report on Form 10-K for the fiscal year ended December 31, 20162023 are available atwww.stewart.com/2017-annual-meetingfree 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 20172024 Annual Meeting in person. Even ifonline. YOUR VOTE IS IMPORTANT. Whether or not you plan to be present, you are urged to sign, date and mail the enclosed proxy promptly. If you attend the 2017virtual Annual Meeting, please vote as soon as possible. As an alternative to voting at the 2024 Annual Meeting, you canmay vote eithervia the Internet, by telephone or, if you receive a paper proxy card in person orthe 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 4 of the proxy statement. You may revoke a previously delivered proxy at any time prior to the 2024 Annual Meeting. If you are a registered holder and decide to attend the 2024 Annual Meeting and wish to change your proxy.

proxy vote, you may do so automatically by voting at the Annual Meeting.


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Page

General Information

2

Security Ownership of Certain Beneficial Owners and Management

3
Proposal No. 1 — Election of Directors

5

6

Corporate Governance

9

12

Executive OfficersSustainability Responsibility & Commitment

14

17

Executive Officers

19

Compensation Discussion and Analysis

17

21

Executive Compensation

33

36

Pay Ratio Disclosure

44

Pay v. Performance Table

45

Compensation Committee Report

42

49

Proposal No. 2 — Advisory Vote Regarding the Compensation of Stewart Information Services Corporation’s Named Executive Officers

43

50

Proposal No. 3 — Advisory Vote on the Frequency of the Advisory Vote on the Compensation of Stewart Information Services Corporation’s Named Executive Officers

44
Proposal No. 4 — Ratification of the Appointment of KPMG LLP as Stewart Information Services Corporation’s Independent Auditors for 20172024

45

51

Proposal No. 4 — Approval of the First Amendment to the Stewart Information Services Corporation 2020 Incentive Plan

52

Report of the Audit Committee of the Board of Directors

46

60

Security Ownership of Certain TransactionsBeneficial Owners and Management

48

62

Certain Transactions

64

Stockholder Proposals for Next Annual Meeting

49

65

Householding

49

65

Other Matters

65

Appendix I — First Amendment to the Stewart Information Services Corporation 2020 Incentive Plan

49

A-1

i


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STEWART INFORMATION SERVICES CORPORATION
1980
1360
Post Oak Boulevard, Suite 800
100
Houston, Texas 77056

(713) 625-8100

PROXY STATEMENT FOR THE
ANNUAL
MEETING OF STOCKHOLDERS
TO BE HELD APRIL 28, 2017


To Be Held May 8, 2024

EXECUTIVE SUMMARY

Except as otherwise specifically noted, the “Company,” “SISCO,” “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, 2024. This proxy statement contains information on the matters to be presented at our 2024 Annual Meeting of Stockholders to be held on May 8, 2024, 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.

2024 Annual Meeting Information

DATE AND TIME

PLACE

RECORD DATE

8:30 AM CT
Wednesday, May 8, 2024

Virtual;
meetnow.global/MHW52ST

March 11, 2024

MATTERS TO BE VOTED ON AT OUR 2024 ANNUAL MEETING

Board
Recommendation

Proposal 1:

Election of Directors

FOR each director

Proposal 2:

Advisory Vote on Executive Compensation (Say on Pay)

FOR

Proposal 3:

Ratification of the Appointment of KPMG LLP as our Independent Auditors for 2024

FOR

Proposal 4:

Approval of the First Amendment to the 2020 Stewart Information Services Corporation 2020 Incentive Plan

FOR

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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 annual meeting2024 Annual Meeting of stockholders we are holding Friday, April 28, 2017,on Wednesday, May 8, 2024, at 8:30 a.m., CDT, in the First Floor Conference Room of Three Post Oak Central 1990 Post Oak Boulevard, Houston, Texas, 77056Time (the “2017“2024 Annual Meeting”), or for any adjournment(s) of that meeting. For directions to

As permitted by the 2017 Annual Meeting, please contact Nat Otis in Investor Relations at (713) 625-8360.

Proxies in the form enclosed, properly executed by stockholdersSecurities and received in time for the 2017 Annual Meeting, will be voted as specified therein. Unless you specify otherwise, the shares represented by your proxy will be voted (i) for the Board of Directors’ nominees listed therein, (ii) for the approval of the advisory resolution regarding the compensation of Stewart Information Services Corporation’s named executive officers, (iii) for an advisory vote on the compensation of Stewart Information Services Corporation’s named executive officers every year, and (iv) for the ratification of KPMG LLP as Stewart Information Services Corporation’s independent auditors for 2017. If after sending in your proxy you wish to vote in person or change your proxy instructions, you may, before your proxy is voted, deliver (i) a written notice revoking your proxy or (ii) a timely, later-dated proxy. Such notice or later-dated proxy shall be delivered either (i) in careExchange Commission (“SEC”), we are providing most of our Secretary, Stewart Information Services Corporation, 1980 Post Oak Boulevard, Suite 800, Houston, Texas 77056, or (ii)stockholders with access to our proxy materials over the Internet rather than in person at the 2017 Annual Meeting. Please note that stockholders who hold their shares in our 401(k) plan must provide their voting instructions no later than 11:30 a.m., EDT, two days prior to the 2017 Annual Meeting. We are mailing this proxy statementpaper form. Accordingly, on or about March 29, 2017,26, 2024, we will deliver (by postal service or e-mail) to most stockholders a Notice of record atInternet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the closeproxy materials over the Internet and mail printed copies of businessthe 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 March 3, 2017.how to access and review all the important information contained in this proxy statement and our 2023 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 3, 2017, 23,641,111 11, 2024 (the “Record Date”), 27,626,289shares of our Common Stock were outstanding and entitled to vote, and only the holders of record on such datethe Record Date may vote at the 20172024 Annual Meeting. A quorum will exist if a majority of the holders 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 2024 Annual Meeting constitutes presence in person for purposes of a quorum at the 2024 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 the votes cast against his or her election. In this case, any director nominee who does not receive a majority of votes cast “for”“FOR” his or her election would be required to tender his or her resignation following the failure to receive the required vote. For the 2024 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,By-Laws, if the Secretary of the Company determineshad determined that the number of director nominees exceedsexceeded the number of directors to be elected as of the date seven days prior to the scheduled mailingmail date of thethis proxy statement, a plurality voting standard willwould apply and a director nominee receiving a plurality of votes cast willwould 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-votesnon-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. Both abstentions and broker non-votes are counted for purposesIf 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 determining the presence of a quorum.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 20172024 Annual Meeting. Brokers do not have discretionary authority to vote shares on this proposal


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without direction from the beneficial owner. Broker non-votes will not be counted. Abstentions, which will be counted as shares present for purposes of determining a quorum,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 with respect to the advisory resolution regarding the frequency at which we should include an advisory resolution in our proxy statement regarding the compensation of our named executive officers. The form of proxy allows stockholders to vote to recommend an advisory resolution regarding the compensation of our named executive officers every one, two or three years or abstain from voting. The frequency (every one, two or three years) that receives the highest number of votes will be deemed to be the choice of the stockholders. Abstentions, which will be counted as votes 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, we will vote them for an advisory resolution on the compensation of our named executive officers EVERY YEAR.

Our Common Stockholders will vote on the ratification of the appointment of KPMG LLP as our independent auditors for 2017.2024. The ratification of this proposal requires the affirmative vote of thea majority of the shares voted on this proposal at the 20172024 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

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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 approval of an amendment to the Stewart Information Services Corporation 2020 Incentive Plan (“Incentive Plan”). A summary of key terms of the amendment is provided in Proposal 4 on page 52. Approval of this proposal requires the affirmative vote of the majority of the shares voted on this proposal at the 2024 Annual Meeting. Brokers do not have discretionary authority to vote shares on this proposal without direction from the beneficial owner. Abstentions and broker non-votes 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 20172024 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 internetInternet by following the instructions on the enclosed proxy card. Please note, however, that if you wish to vote in person at the 20172024 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, (iii) for the ratification of KPMG LLP as Stewart Information Services Corporation’s independent auditors for 2024, and (iv) for the approval of the First Amendment to the Stewart Information Services Corporation 2020 Incentive Plan.

Recommendation of the Board of Directors

The Board of Directors recommends that you vote:

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

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

FORthe ratification of KPMG LLP as Stewart Information Services Corporation’s independent auditors for 2024 (Proposal 3); and

FOR the approval of the First Amendment to the Stewart Information Services Corporation 2020 Incentive Plan (Proposal 4).

Revocation of Proxies

You may revoke youror change a previously delivered proxy at any time prior to its exercise at the 20172024 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 2024 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 May7, 2024.

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How You Can Vote

You may vote by attending the 2024 Annual Meeting which is being held virtually and changevoting at the meeting, or you may vote by submitting a proxy. If you are the record holder of your stock, you may 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 7, 2024.

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 signingmail. If you receive a paper copy of the proxy materials and dating a newwish to vote by mail, simply mark your proxy card, with a later date and returningsign it, and return it in the postage-paid envelope providedpostage-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 byother 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 orInternet and may also permit you to submit your voting instructions by telephonetelephone. In addition, you may request paper copies of this proxy statement and proxy card by following the instructions on the enclosedNotice provided by your broker, bank, or other nominee.

Stockholders who submit a proxy card.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 2024 Annual Meeting

The 2024 Annual Meeting will be completely virtual, conducted solely online at meetnow.global/MHW52ST.You are entitled to participate in the 2024 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 2024 Annual Meeting.

You will be able to attend the 2024 Annual Meeting online and may submit your questions during the meeting by visiting meetnow.global/MHW52ST. You will also be able to vote your shares online by attending the 2024 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 2024 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 delivervisit meetnow.global/MHW52ST and use the 15-digit control number provided on your Notice or proxy card which were mailed to you on or around March 26, 2024 to access additional information.

If you were a written notice revokingbeneficial holder of record of our Common Stock 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 virtually attend the 2024 Annual Meeting. 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 3, 2024. 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/MHW52STand enter your 15-digit control number.

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.

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During the meeting, registered holders will be able to submit questions by logging into the virtual platform at meetnow.global/MHW52ST and following the instructions within.

Questions pertinent to meeting matters will be answered during the 2024 Annual Meeting. The 2024 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 2024 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 2024 Annual Meeting will be available for inspection by stockholders at our headquarters during normal business hours, during the 10 days prior to the 2024 Annual Meeting.

Registering to Attend the 2024 Annual Meeting

If you are a registered stockholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the 2024 Annual Meeting virtually on the Internet. Please follow the instructions on the Notice or proxy card that you received.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the 2024 Annual Meeting virtually on the Internet.

To register to attend the 2024 Annual Meeting online you must submit proof of your proxy (i) in carepower (legal proxy) reflecting your Stewart holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 3, 2024.

You will receive confirmation of our Secretary, your registration by email after we receive your registration materials. 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 1980 Post Oak Boulevard, Suite 800, Houston, Texas 77056 or (ii) in person at the 2017 Annual Meeting.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,e-mail, proxies may be solicited personally, via the internetInternet or by telephone or facsimile, or by a few of our regular 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 $8,000.00$9,500 plus out-of-pocketout-of-pocket expenses.

Questions

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

____________

*As stated above, you must include your email address in the solicitation, at 888-750-5834.your request.


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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information as of March 3, 2017 with respect to persons we believe to be the beneficial owners of more than 5% of our voting shares:

   
Name Title of Class Amount and
Nature of
Beneficial
Ownership
 Percent of
Class
BlackRock, Inc.
55 East 52nd Street
New York, New York 10055
  Common Stock   2,592,382(1)   10.965 
Dimensional Fund Advisors LP
Palisades West, Building One
6300 Bee Cave Road
Austin, Texas 78746
  Common Stock   1,754,850(2)   7.423 
Starboard Value LP
777 Third Avenue, 18th Floor
New York, New York 10017
  Common Stock   2,315,000(3)   9.792 
Driehaus Capital Management LLC
25 East Erie Street
Chicago, IL 06011
  Common Stock   2,088,918(4)   8.836 

(1)BlackRock, Inc. reported sole voting power with respect to 2,540,843 of such shares and sole dispositive power with respect to 2,592,382 shares in its report on Schedule 13G/A filed December 9, 2016.
(2)Dimensional Fund Advisors LP reported sole voting power with respect to 1,680,430 of such shares and sole dispositive power with respect to 1,754,850 shares in its report on Schedule 13G/A filed February 9, 2017. Dimensional Fund Advisors LP is an investment adviser registered under Section 203 of the Investment Advisors Act of 1940 and disclaims beneficial ownership of all securities reported in such Schedule 13G.
(3)Starboard Value LP reported sole voting power with respect 2,315,000 shares and sole dispositive power with respect to 2,315,000 shares in its report on Schedule 13D/A filed October 17, 2016.
(4)Driehaus Capital Management LLC reported sole voting power with respect to 2,088,918 shares and sole dispositive power with respect to 2,088,918 shares in its report on Schedule 13D/A filed January 23, 2017.

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The following table sets forth information as of March 3, 2017 with respect to each class of our capital stock beneficially owned by our named executive officers, directors and nominees for director, and by all our executive officers, directors and nominees for director as a group:

   
Name Title of Class Amount and
Nature of
Beneficial
Ownership(1)
 Percent of
Class
Matthew W. Morris  Common Stock   309,046(2)   
J. Allen Berryman  Common Stock   36,390(3)   
John L. Killea  Common Stock   6,236(4)   
David Fauth  Common Stock   7,224.7(5)   
Arnaud Ajdler  Common Stock   5,311   
Thomas G. Apel  Common Stock   28,513   
C. Allen Bradley, Jr.  Common Stock   435   
James Chadwick  Common Stock   33,598(6)   
Frederick H. Eppinger  Common Stock   435   
Glenn C. Christenson  Common Stock   43,311(7)   
Robert L. Clarke  Common Stock   48,478   
Clifford Press  Common Stock   695   
All executive officers, directors and nominees for director as a group (12 persons)  Common Stock   519,672.7   2.198 

The mailing address of each director and executive officer shown in the table above is in care of Stewart Information Services Corporation, 1980 Post Oak Boulevard, Suite 800, Houston, Texas 77056.

Section 16(a) Beneficial Ownership Reporting Compliance

Each of our directors and certain officers are required to report to the U.S. Securities and Exchange Commission (the “SEC”), by a specified date, his or her transactions related to our Common Stock. Based solely on a review of the copies of reports furnished to us or written representations that no other reports were required, we believe that all filing requirements applicable to our executive officers, directors and greater-than 10% beneficial owners were met during 2016.

*Less than 1%.
(1)Unless otherwise indicated, the beneficial owner has sole voting and dispositive power with respect to all shares indicated.
(2)Includes 14,422 shares of restricted stock and 483 shares owned through the Company’s 401(k) plan.
(3)Includes 4,574 shares of restricted stock.
(4)Includes 4,574 shares of restricted stock.
(5)Includes 3,602 shares of restricted stock.
(6)Mr. Chadwick is a portfolio manager of Ancora Catalyst Fund, LP, which owns 30,000 shares of the Company’s Common Stock. Mr. Chadwick disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
(7)Mr. Christenson indirectly owns the reported shares through the Christenson Family Trust.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

At our 20172024 Annual Meeting, our stockholders will elect nineten 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.

During 2016, in connection with agreements entered into with Starboard Value LP and certain of its affiliates, and with Foundation Asset Management, LP and certain of its affiliates, certain members of our Board of Directors resigned and were replaced by new directors (the “Settlement Agreements”). On October 17, 2016, Malcolm S. Morris and Stewart Morris, Jr. resigned from our Board of Directors and the Board of Directors appointed Matthew W. Morris and Clifford Press as new directors of the Company. On December 28, 2016, Laurie C. Moore and Governor Frank Keating resigned from the Board of Directors and the Board of Directors appointed C. Allen Bradley, Jr. and Frederick H. Eppinger as new directors of the Company. For additional information regarding the Settlement Agreements, our new directors and the changes to the structure and composition of our Board of Directors and its committees during 2016, see our current reports on Form 8-K filed on October 18, 2016 and January 3, 2017.

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 20172024 Annual Meeting, your proxy will be voted for another nominee, or other nominees, selected by our Board of Directors.

Nominee

Age

Position

Since

Thomas G. Apel

63

Director and Chairman of the Board

2009

C. Allen Bradley, Jr.

72

Director

2016

Robert L. Clarke(1)

81

Director

2004

William S. Corey, Jr.

64

Director

2020

Frederick H. Eppinger, Jr.

65

Director and Chief Executive Officer

2016

Deborah J. Matz

73

Director

2020

Matthew W. Morris

52

Director

2016

Karen R. Pallotta

60

Director

2019

Manolo Sánchez

58

Director

2019

Helen Vaid

52

Director

2023

Nominee, Age, and Position with StewartDirector Since
Thomas G. Apel, 56, Director and Chairman2009
Arnaud Ajdler, 42, Director2014
Glenn C. Christenson, 67, Director2014
James Chadwick, 43, Director2015
Robert L. Clarke, 74, Director2004
Matthew W. Morris, 45, Director and Chief Executive Officer2016
Clifford Press, 63, Director2016
C. Allen Bradley, Jr., 65, Director2016
Frederick H. Eppinger, 58, Director2016

Each(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 Messrs. Ajdler, Apel, Chadwick, Christenson,skills, experience and Clarke was elected as a director at our 2016 annual meeting of stockholders.

Mr. Arnaud Ajdler has served as the managing partner of Engine Capital L.P., a value-oriented investment firm focused on companies going through changes, since February 2013. Mr. Ajdler has served as a director of Destination Maternity Corporation (NASDAQ: DEST), the world's largest designer and retailer of maternity apparel, since March 2008, and as Non-Executive Chairman of its board of directors since February 2011. He has also served as a board member of Startek, Inc. since May 2015. He was previously a partner at Crescendo Partners, a value-oriented activist investment firm, from 2005 to 2013. Mr. Ajdlerother characteristics that is also an adjunct professor of Value Investing at the Columbia Business School. Previously, Mr. Ajdler served as a director of Charming Shoppes, Inc. from 2008 until June 2012; O’Charley’s Inc. from March 2012 until April 2012; The Topps Company from August 2006 until October 2007; and Imvescor from July 2013 to March 2016.

Mr. Ajdler received a Bachelor of Science in mechanical engineering from the Free University of Brussels, Belgium, a Master of Science in Aeronautics from the Massachusetts Institute of Technology (MIT) and a Master of Business Administration from Harvard Business School.


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Qualifications:  Mr. Ajdler’s significant experience in value-oriented investing offers focused knowledge of businesses and their fundamentals, providing insight on elements that will strengthen the intrinsic value of the Company’s stock. His participation on boards in the retail, restaurant, and consumer-goods industries provides further expertise in management and consumer-facing activities.

Mr. Thomas G. Apel is the Chairman ofdesired by the Board of Directors. He is Chief Executive Officer of VLN, Inc., a non-conforming mortgage lending operationto ensure optimal performance, the Board, in Edmond, Oklahoma. He is also a research affiliateconsultation with the Massachusetts Institute of Technology (MIT), currently focused on business model taxonomy and IT portfolio strategies. From 2006 until January 1, 2013, Mr. Apel was President of Intrepid Ideas Inc., a product development, technology evaluation, and business strategy-consulting firm for financial services and real estate finance companies. Additionally, from 2006 to September 2009, Mr. Apel served as Chairman of Adfitech, Inc., which filed for bankruptcy along with its parent company Thornburg Mortgage, Inc. in May 2009, and emerged from bankruptcy in 2010.

Prior to 2006, he served as President and Chief Executive Officer of Centex Title and Ancillary Services, and was responsible for management, strategy development and implementation of a highly profitable business unit containing national title, escrow, title insurance and property and casualty insurance operations. His background also includes extensive experience in mortgage lending and related real estate lending operations.

Qualifications:  Mr. Apel has significant knowledge and experience in the mortgage, title, insurance and technology industries, as well as in corporate management, strategy, finance and start-up businesses. His familiarity with mortgage and other real estate lending provides a useful perspective on one of the Company’s essential customer segments.

Mr. C. Allen Bradley, Jr.served as executive chairman of Amerisafe, Inc. from 2005 to 2016. He served at Amerisafe as Chief Executive Officer from 2003 to 2015, president from 2002 to 2008, and Executive Vice President from 2000 to 2002. Mr. Bradley was Amerisafe’s Executive Vice President General Counsel from 1996 to 2000. As Executive Vice President-Operations from 1994 to 1996, he managed operations for Mor-Tem Systems, Inc.

Mr. Bradley practiced law in Louisiana from 1984 to 1992 and was elected to the Louisiana House of Representatives, where he served as a state representative from 1984 to 1992. He also served on the board of the National Council on Compensation Insurance, Inc. from 2012 – 2016, and is a past board member of Amerisafe, Inc. He earned his Bachelor of Arts at Southeastern Louisiana University. He was awarded his Juris Doctor degree from Louisiana State University.

Qualifications:  Having served for over 24 years in corporate leadership positions, Mr. Bradley has extensive financial, legal, and operational expertise. Given his comprehensive knowledge of the insurance industry and appreciation of the title space, his contributions and insights bring substantial value to the Company.

Mr. James Chadwick began working with Ancora Advisors LLC in 2014. His primary responsibilities are Portfolio Management and Research for the firm’s Alternative Investments. Prior to joining Ancora Advisors LLC, Mr. Chadwick was the Managing Director of the private equity firm Harlingwood Equity Partners, LLC from 2009 through 2013. He previously founded and managed two special situations-focused hedge funds, PCI Partners LLC and Monarch Activist Partners LP. He began his investment career in 1999 working for the pioneering engagement investment fund Relational Investors LLC. At Relational Investors LLC, Mr. Chadwick participated in the fund’s investments in, among others, Aetna, Inc., Prudential, National Semiconductor, Mattel, Dial, and Sovereign Bancorp.

Mr. Chadwick is currently a director of Emergent Capital, Inc. and Riverview Bancorp, Inc. He received a Bachelor of Arts with Honors from the University of California, Los Angeles.

Qualifications:  Mr. Chadwick’s over 17 years of investment experience with a focus on micro and small cap companies will enable him to provide valued expertise to the Company. The Company benefits not only from his experience in investment activities, which include operating companies, banks and closed-end funds in a wide array of industries, but also from his experience serving as a director of six public companies.


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Mr. Glenn C. Christenson has been managing director of Velstand Investments, LLC, a private investment management company, since 2004. Between 1989 and 2007, Mr. Christenson held various positions, including director, Chief Financial Officer, Chief Administrative Officer, and Executive Vice President as well as other management roles at Station Casinos, Inc. (now Red Rock Resorts, Inc.), a gaming entertainment company. Prior to that, Mr. Christenson was a partner of Deloitte Haskins & Sells (now Deloitte & Touche LLP) from 1983 until 1989, with duties including partner-in-charge of Audit Services for the Nevada Practice and National Audit Partner for the Hospitality Industry.

He served as a director of NV Energy from 2007 until 2013, where he served as Chairman of the Audit Committee and as a member of the Compensation and other committees. Mr. Christenson was a director of First American Financial Corporation from 2008 until 2011, where he served as Chairman of the Audit Committee. He served as director of Tropicana Entertainment, Inc. during 2010. Mr. Christenson is a Certified Public Accountant (“CPA”) and holds an undergraduate degree in Business Administration from Wittenberg University and Master of Business Administration in Finance from The Ohio State University.

Qualifications:  Mr. Christenson’s distinguished career as a CPA and range of roles in financial management provide in-depth understanding of practices and procedures regarding the Company’s financial and risk management interests. His significant experience and honors in the gaming, hospitality, and energy industries offer a unique business perspective to advancing the Company.

Mr. Robert L. Clarke serves as Chair of the Audit Committee. He is Of Counsel to Bracewell LLP, where he founded the law firm’s national and international financial services practice. Mr. Clarke was appointed as U.S. Comptroller of the Currency by President Ronald Reagan in 1985, and served until 1992 under Presidents Reagan and George H. W. Bush. He has extensive experience in bank ownership and operations, and expert knowledge of banking laws, regulations, and supervision, both in the U.S. and internationally.

Mr. Clarke has served as a consultant to the World Bank, and senior advisor to the President of the National Bank of Poland. He also serves as an Advisory Director of Mutual of Omaha Bank. Mr. Clarke has previously served as a director and member of the Audit and Nominating and Corporate Governance CommitteesCommittee, has decided that it is in the best interest of the board of directors of Eagle Materials Inc., a NYSE-listed manufacturer of building materials (1994 – 2016), and as Chair of the Risk Committee and member of the Audit Committee of Mutual of Omaha Insurance Company (2006 – 2016).to waive Mr. Clarke is a Trustee Emeritus of Rice University from whichClarke’s mandatory retirement at age 80 so that he received its Distinguished Alumnus and Gold Medal awards, and continues to serve as a member of its Audit and Public Affairs Committees. Additionally,may stand for reelection this year. Mr. Clarke is a Trustee of the Santa Fe Chamber Music Festival and its supporting Foundation, an Advisory Trustee of the Museum of New Mexico Foundation, a Trustee of the Financial Services Volunteer Corps, and a Trustee of the National Foundation for Credit Counseling. He received a Bachelor of Arts in economics from Rice University, and an LL.B. from Harvard Law School.

Qualifications:  Mr. Clarke is a veteran attorney and banking professional withClarke’s extensive experience in legal, regulatory, and corporate governance matters. His tenurematters, as well as his in the U.S. government, along with his in-depth-depth knowledge of banking and finance provide valued expertise towere considered in making this decision. Mr. Clarke recused himself from all Board discussions of the Company.

Mr. Frederick H. Eppinger served as President, Chief Executive Officer,waiver and Executive Director for The Hanover Insurance Group from 2003 until his retirement in 2016. Mr. Eppinger was Executive Vice President of Property & Casualty Field and Service Operations for The Hartford Financial Services Group, Inc. from 2001 to 2003. From 2000 to 2001, he served as Executive Vice President of industry services, marketing, and service operations of ChannelPoint, Inc. He also served as a senior partner in the financial institutions group at McKinsey & Company.

Mr. Eppinger served on the board of directors for Hanover Insurance Group from 2003 to 2016. He currently sits on the board of Centene Corporation, a Fortune 500 healthcare company that provides services to government healthcare programs, commercial organizations and other healthcare providers. Mr. Eppinger earned his Bachelor of Artsabstained from the College of the Holy Cross and a Master of Business Administration from Dartmouth.


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Qualifications:  Mr. Eppinger has more than 30 years of experience in the insurance industry. As CEO of Hanover Insurance, Mr. Eppinger led the company’s growth from its regional status to a global property/casualty carrier. During his tenure, the company grew its total capital, book value, and earnings power and more than doubled in size.

Mr. Matthew W. Morris wasAll director nominees were elected CEO of the Company in November of 2011. Having served for the prior five years as Senior Executive Vice President of the Company, Stewart Title Company, and Stewart Title Guaranty Company (“STGC”), in addition to serving as President of the Shared Services Division, Mr. Morris has an intimate knowledge of the Company and the industry. He provides strategic leadership for the future of the Company, focusing on the people strategy, operational alignment, smart growth and maximizing stockholder value. In 2004, Mr. Morris joined the Company’s executive management team as Senior Vice President, Planning & Development. Previously, he was the Director of a strategic litigation-consulting firm, offering trial and settlement sciences and crisis management.

Mr. Morris received a Bachelor of Business Administration in organizational behavior and business policy from Southern Methodist University, and a Master in Business Administration with a concentration in finance from The University of Texas.

Qualifications:  As a member of the Company’s founding family, with more than 13 years of management tenure, Mr. Morris has intimate knowledge of the Company’s associates, operations, legal and regulatory matters and history. The Company benefits from his business experience, his highly respected leadership and his extensive knowledge of the title industry.

Mr. Clifford Press has been a Managing Member at Oliver Press Partners, LLC, since 2005. He currently serves as a director at our 2023 annual meeting of Drive Shack, Inc and Quantum Corporation. Mr. Press has recently served as a directorstockholders, with the exception of GM Network, Ltd., a private holding company providing internet-based digital currency services and SeaBright Holdings, Inc., a specialty underwriterMs. Vaid, who was appointed to the Board effective August 1, 2023.

6

Table of multi-jurisdictional workers’ compensation insurance. He co-founded Hyde Park Holdings, Inc., a private investment firm where he served as general partner from 1986 to 2003 and which engaged principally in the ownership and operationContents

Thomas G. Apel

Director Since: 2009

Age: 63

Committees: Compensation

Mr. Apel is Chairman of the Board. He has an extensive background in technology, mortgage lending, and related real estate lending operations.

Experience:

Chairman of the Board of Stewart Information Services Corporation since 2014

Chief Executive Officer of Adfitech, Inc. (mortgage services), 2018 to 2023 and Chairman, 2006 to 2009

Research Affiliate with Massachusetts Institute of Technology (focusing on business model taxonomy, corporate board effectiveness, and IT portfolio strategies), 2003 to 2019

President of Intrepid Ideas Inc. (product development, technology evaluation, and business strategy-consulting for financial services and real estate finance companies), 2006 to present

President and Chief Executive Officer of Centex Title and Ancillary Services, 2002 to 2005

Director, CompSource Mutual Insurance Company, 2022 to present

Director, Parlance Corporation, 2006 to present

Other Public Company Directorships: None

Qualifications:

Mr. Apel has significant knowledge and experience in the mortgage, title, insurance and technology industries, as well as in corporate management, strategy, finance and start-up businesses. His familiarity with mortgage and other real estate lending provides a valuable perspective on one of the Company’s essential customer segments.

C. Allen Bradley, Jr.

Director Since: 2016

Age: 72

Committees: Nominating and Corporate Governance (Chair)

Experience:

Executive Chairman of Amerisafe, Inc., 2005 to 2016; Chief Executive Officer 2003 to 2015; President 2002 to 2008; and Vice President and General Counsel 1996 to 2000

Director, National Council on Compensation Insurance, 2012 to 2016

Executive Vice President — Operations of Mor-Tem Systems, Inc. (an independent insurance agency and claims management firm), 1994 to 1996

State Representative, Louisiana House of Representatives, 1984 to 1992

Other Public Company Directorships:

Tiberius Acquisition Corporation (NASDAQ: TIBR), 2018 to 2020

Acacia Research Corporation (NASDAQ: ACTG), 2018 to 2019

Amerisafe, Inc. (NASDAQ: AMSF), 2003 to 2016

Qualifications:

Mr. Bradley is an attorney with extensive financial, legal, and operational expertise, having served for over 26 years in corporate leadership positions. Given his comprehensive knowledge of the insurance industry and appreciation of the title industry, his contributions and insights bring substantial value to the Company.

7

Table of a broad rangeContents

Robert L. Clarke

Director Since: 2004

Age: 81

Committees: Audit (Chair)

Experience:

Partner, Bracewell, LLP, 1969 to 1985 and 1992 to 2017, where he founded the firm’s national and international financial services practice

U.S. Comptroller of the Currency under Presidents Ronald Reagan and George H.W. Bush, 1985 to 1992

Consultant to the World Bank, 1995 to 1997

Senior Advisor to the President of the National Bank of Poland, 1992 to 2000

Director of the Dubai Financial Services Authority, 2004 to 2015; Consultant 2015 to 2021

Director, Mutual of Omaha Bank, 2016 to 2019

Director, Mutual of Omaha Insurance Company, 2008 to 2016

Rice University, Trustee, Audit Committee 2006 to 2022, Academic Affairs Committee 2006 to 2011 and 2022 to present, and Public Affairs Committee 2006 to 2022

Trustee, Financial Services Volunteer Corps, Audit Committee (Chairman), 2008 to present

Trustee, Southwestern Graduate School of Banking, 1995 to present

Trustee Emeritus, Rice University, 2010 to present

Other Public Company Directorships:

Eagle Materials, Inc. (NYSE: EXP), 2006 to 2016

Qualifications:

Mr. Clarke is a veteran attorney and banking professional experienced in legal, regulatory, and corporate governance matters. He has extensive experience in bank ownership and operations, and expert knowledge of banking laws, regulations, and supervision, both in the U.S. and internationally. His tenure in the U.S. government, along with his in-depth knowledge of banking and finance, as well as his prior board service, provide valued expertise to the Company.

William S. Corey, Jr.

Director Since: 2020

Age: 64

Committees:

Audit

Compensation

Experience:

Audit, Senior Relationship and National Pursuit Team Partner, and Office Managing Partner, PricewaterhouseCoopers LLP, 2002 to 2020

Board of Advisors, StepStone VC Diversity, L.P. (venture capital fund), 2021 to present

LP Advisory Committee, Squadra Ventures (venture capital fund), 2020 to present

Board of Advisors, StepStone VC Global Partners, L.P. (venture capital fund), 2020 to present

Board of Advisors, James Madison University College of Business, 2013 to present

Member, Finance Committee, Atlantic General Hospital, Berlin, MD, 2023 to present

Director, Fundbox, Ltd. (provides working capital loans for small businesses), 2021 to present

Director, Port Discovery Children’s Museum, 2010 to present

Other Public Company Directorships:

GSE Systems, Inc. (NASDAQ: GVP), 2020 to present

Qualifications:

Mr. Corey, a certified public accountant licensed in Maryland, has over 37 years of experience in public accounting with extensive experience in auditing SEC registrants, financial reporting, complex accounting, and internal controls evaluation. For over 37 years, he audited public and large private companies, and advised boards of directors and audit committees on financial reporting, internal controls, internal and external investigations, disaster recovery, regulatory reviews and cyber-attacks. Mr. Corey’s financial insights and his expertise in risk and audit matters bring added depth and strength to the Board.

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Table of industrial manufacturing companies.Contents

Frederick H. Eppinger

Director Since: 2016

Age: 65

Committees: None

Mr. Eppinger is an accomplished insurance industry veteran with more than 35 years of experience. As Chief Executive Officer, Mr. Eppinger is focused on creating opportunities that inspire growth and build off the Company’s financial strength. As Chief Executive Officer of Hanover Insurance, Mr. Eppinger led the company’s growth from its regional status to a global property/casualty carrier.

Experience:

Chief Executive Officer of Stewart Information Services Corporation, 2019 to present

President and Chief Executive Officer of The Hanover Insurance Group, Inc. (insurance and financial services industries), 2003 to 2016

Executive Vice President of Property and Casualty Field and Service Operations at The Hartford Financial Service Group (investment and insurance company), 2001 to 2003

Executive Vice President for Channel Point, Inc. (business-to-business technology firm for insurance companies), 2000 to 2001

Senior Partner at McKinsey & Company, 1985 to 2000

Other Public Company Directorships:

Centene Corporation (NYSE: CNC), 2006 to present

QBE Insurance Group Limited (NASDAQ: QBEIF), January 2019 to December 2019

Hanover Insurance Group, Inc. (NYSE: THG), 2003 to 2016

Qualifications:

Mr. Eppinger’s in-depth experience and understanding of the insurance industry and the Company’s business and operations qualify him to serve as director.

Deborah J. Matz

Director Since: 2020

Age: 73

Committees:

Audit

Nominating and Corporate Governance

Experience:

Advisor, RenoFi, a start-up that has developed a platform which enables financial institutions to make consumer home renovation loans based on the post-renovation value of the homes, 2020 to 2023

Board of Advisors of elphi, a start-up up company that uses cutting edge technology to streamline the mortgage lending process, 2019 to present

Director, Mutual of Omaha Bank, 2016 to 2019

Board Chair, National Credit Union Administration (appointed by President Barack Obama), 2009 to 2016

Voting Member, Financial Stability Oversight Council, 2010 to 2016

Chair, Federal Financial Institutions Examination Council, 2011 to 2013

Twelve years on Capitol Hill in various capacities, including Economist, Congressional Joint Economic Committee, 1977 to 1989

Other Public Company Directorships: None

Qualifications:

Ms. Matz has extensive experience in regulatory oversight and risk management. Her background and expertise bring valuable insight to Board discussions and decisions.

9

Mr. Press received his undergraduate degree from Oxford University and earned a MasterTable of Business Administration from Harvard Business School.Contents

Matthew W. Morris

Director Since: 2016

Age: 52

Committees: None

Experience:

Chief Executive Officer of Stewart Information Services Corporation, 2011 to 2019 and President, 2019 to 2020

Founder and Chief Executive Officer of Lutroco, LLC (a private firm targeting purpose-driven strategic opportunities), 2022 to present

Other Public Company Directorships:

Stabilis Solutions, Inc. (NASDAQ: SLNG), 2021 to present

Cornerstone Strategic Value Fund, Inc. (NYSE American: CLM), 2017 to present

Cornerstone Total Return Fund, Inc. (NYSE American: CRF), 2017 to present

Qualifications:

As a member of the Company’s founding family, and his time in executive management with the Company, Mr. Morris has intimate knowledge of the Company’s associates, operations, legal and regulatory matters, and history. The Company benefits from his business experience, his highly respected leadership, and his extensive knowledge of the title industry.

Karen R. Pallotta

Director Since: 2019

Age: 60

Committees:

Compensation (Chair)

Nominating and Corporate Governance

Experience:

President, KRP Advisory Services, (business strategy and risk management consulting), 2012 to present

Retired Executive Vice President of the Single-Family Credit Guaranty Division Fannie Mae, leading Fannie Mae’s largest business segment, with direct responsibility for managing the firm’s $2.5 trillion guaranteed mortgages and overseeing all aspects of the acquisition and securitization of $50 billion in mortgages each month, 2009 to 2011

Served on Fannie Mae’s 8-member executive committee responsible for setting and executing the overall strategic direction of the firm, 2009 to 2011

Progressive positions of leadership within Fannie Mae, encompassing leadership for product development, negotiated transactions, sales, marketing, risk management, customer technology and credit guaranty pricing, 1990 to 2009

Other Public Company Directorships:

Redwood Trust (NYSE: RWT), 2014 to 2019

Qualifications:

Ms. Pallotta has more than 30 years of management experience in financial services, risk management and mortgage banking. The industry knowledge she brings is a tremendous asset to Stewart as the Company focuses on growth strategies going forward.

10

Qualifications:  Mr. Press has extensive investment banking and transaction-oriented experience in executing investment strategies. He has more than 25 yearsTable of experience investing in a broad range of public and private companies and is an experienced governance-oriented investor.Contents

Manolo Sánchez

Director Since: 2019

Age: 58

Committees:

Audit

Nominating and Corporate Governance

Experience:

Adjunct Professor, Jones Graduate School of Business at Rice University, 2018 to present

Chairman and Chief Executive Officer, BBVA Compass Bank, 2008 to 2017

Director, American Bankers Association, 2015 to 2017

Director, Institute of International Bankers, 2015 to 2017

Director, Greater Houston Partnership, 2015 to 2017

Other Public Company Directorships:

Affirm Holdings, Inc. (NASDAQ: AFRM), 2023 to present

Fannie Mae (NASDAQ: FNMA), 2018 to present

Elevate Credit, Inc. (NYSE: ELVT), 2021 to 2023

OnDeck Capital, Inc. (NYSE: ONDK), 2018 to 2021

Qualifications:

In his 27-year banking career, Mr. Sánchez has held executive roles in risk management, real estate, correspondent, community, corporate and investment banking. He brings to the Stewart board more than 27 years of experience in the banking industry, working in the U.S., Mexico, France, and Spain, having served in executive roles in risk management, real estate, correspondent, community, corporate and investment banking. His global insight, as well as his in-depth knowledge of banking and finance, provide valued expertise to the Company.

Helen Vaid

Director Since: 2023

Age: 52

Committees:

Audit

Compensation

Experience:

Consultant, Mayfair Equity (a private equity firm), 2023 to present

Chief Executive Officer, Foundry Brands (a brand platform that grows omni-digital brands), 2021 to 2023 and Director, 2023 to 2024

Global Chief Customer Officer, Pizza Hut, a subsidiary of Yum! Brands, 2016 to 2021

Vice President of Digital Store Operations and Experience, Web & Mobile, Walmart.com, a division of Walmart, Inc., 2015 to 2016

Vice President of Customer Experience, Web & Mobile, Walmart.com, a division of Walmart, Inc., 2013 to 2015

Other Public Company Directorships:

Abercrombie & Fitch Co. (NYSE: ANF), 2023 to present

Groupon, Inc. (NASDAQ: GRPN), 2020 to 2023

Qualifications:

Ms. Vaid is a seasoned executive with extensive experience in growing and scaling businesses that operate in both the digital and physical space. She has a passion for customer-centric product management and technology, as well as emerging media and digital engagement strategies that build brands online and transform the customer experience. The Company benefits from her valuable insight as well as business and leadership experience.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTEFOR THE ELECTION OF THE NINEABOVE TEN NOMINEES FOR DIRECTOR.


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TABLE OF CONTENTSTable of Contents

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 nineten members, and the majority of the members of the Board of Directorswhom are “independent” within the meaning of the listing standards of the NYSE. Assuming the election of the 20172024 director slate set proposed by the Company and described above, these independent directors are: Thomas G. Apel, Glenn C. Christenson, Arnaud Ajdler,Allen Bradley, Jr., William S. Corey, Jr., Robert L. Clarke, James Chadwick, Clifford Press, C. Allen Bradley, Jr.Deborah J. Matz, Karen R. Pallotta, Manolo Sánchez, and Frederick H. Eppinger.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 this determination, the Board of Directors considers any transaction, or series of similar transactions, or any currently proposed transaction, or series of similar transactions, between us or any of our subsidiaries and a director to be material if the amount involved exceeds $120,000, exclusive of directors’ fees, in any of our last three fiscal years.

The roles of Chairman of the Board of Directors and CEO are separate, and each role is held by a different individual. The Chairman of the Board of Directors 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-managementnon-management directors. Our non-managementnon-management directors meet prior toafter each regularly scheduled Board meeting.

All of our directors shall be elected at the 20172024 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 athe 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.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,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 2016,2023, the Board of Directors held 4 regular meetings, 10 specialseven meetings and executed 10six consents in lieu of meetings. All directorsNo director attended less than 75% of the aggregate of all meetings of such meetings, except that onethe Board and the committees (if any) on which the director missed one meeting. For 2017, theserved.

The Board of Directors will have an Audit Committee, a Nominating and Corporate Governance Committee and a Compensation Committee. See “Committees of the Board of Directors” below.

The Board has adopted theStewart Code of Business Conduct and Ethics, Guidelines on Corporate Governance,andCode of Ethics for Chief Executive Officers,Officer, Principal Financial Officers,Officer, and Principal Accounting Officer, each of which is available on our website athttp://stewart.com/corporate-governanceand in print to any stockholder who requests it. We intend to disclose any amendment to or waiver under ourCode of Ethics for Chief Executive Officers,Officer, Principal Financial Off|ficers,Officer, and Principal Accounting Officerby posting such information on our website. In 2023, we had no such waivers. OurGuidelines on Corporate Governanceand the charters of the Audit Committee, the

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Compensation Committee, and the Nominating and Corporate Governance Committee are available on our website athttp://stewart.com/corporate-governanceand in print to any stockholder who requests them. OurGuidelines on Corporate Governancestrongly encourage attendance in person by our directors at our annual meetings of stockholders. All of our then elected directors attended our 20162023 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,


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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 stockholder value.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 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, department and human resources, department,and compliance departments, also performs oversight of our various conduct and ethics programs and policies, including theStewart Code of Business Conduct and Ethics, reviews these programs and policies to assure compliance with applicable laws and regulations, 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 ourGuidelines on Corporate Governanceand is responsible for reviewing and making recommendations for selection of nominees for election as directors by our stockholders and reviewing the Common Stockholders.various governance policies affecting the Company, including the Company’s sustainability policies and practices. 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.

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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 2017,2024, 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.  It is theThe Audit Committee’s duty is to assist the Board of Directors in fulfilling its oversight responsibility of (i)

the integrity of the financial statements of the Company, (ii) Company;

the independent registered accountants’ qualifications, independence, and performance, (iii) 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, and (iv) Company;

the compliance by the Company with legal and regulatory requirements. 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. TheFor a complete list of the Audit Committee’s responsibilities, please see the Audit Committee operates under a written charter adopted by our Board of Directors, a copy of which is available on our website athttp://stewart.com/corporate-governance.corporate-governance.

The Audit Committee currently consists of Robert L. Clarke (Chair), Glenn C. Christenson,William S. Corey, Deborah Matz, Manolo Sánchez, and Frederick H. Eppinger. During 2016,Helen Vaid, each of whom possesses the Audit Committee held 8 regular meetings, at which all members were present.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 Messrs. Clarke, Christenson and Eppinger arethe following members of the Audit Committee meet the requirements of an “audit committee financial experts”expert” as defined in the rules of the SEC.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 2023, the Audit Committee held nine 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.


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Persons wishing to communicate with the Audit Committee may do so by writing in care of the Chair, Audit Committee, Stewart Information Services Corporation, 19801360 Post Oak Boulevard, Suite 800,100, Houston, Texas 77056.

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

identify individuals who may become Board members or advisory directors, (ii) directors;

select or recommend director nominees for the next annual meeting of stockholders, (iii) stockholders;

develop and recommend to the Board of Directors a set of corporate governance principles applicable to the Company, (iv) Company;

provide oversight of the Company’s corporate governance, and (v) governance;

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

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

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The Nominating and Corporate Governance Committee currently consists of Clifford PressC. Allen Bradley, Jr. (Chair), Thomas Apel,Deborah Matz, Karen R. Pallotta, and James Chadwick,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 sixfourteen meetings during 2016, at which all members were present. Our2023. 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 athttp://stewart.com/corporate-governance.

OurGuidelines on Corporate Governancerequire 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, ourGuidelines on Corporate Governancealso 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-settingpolicy-setting level, or otherwise possess a high level of specialized expertise, and the ability to work well with others. Specialized knowledge andSpecial expertise or experience that will augment Board effectiveness and supportbenefit the growth of the CompanyCompany’s business is also considered.

particularly desirable.

Each director should have sufficient time available to devote to ourthe affairs of the Company in order to carry out the responsibilities of a director and, absent special circumstances approved by the Board;Board of Directors; no director should simultaneously serve on the boardsboard of directors of more than three public companies.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 only ifunless they are able to make a commitment to prepare for, and attend, on a regular basis meetings of the Board of Directors and its Committees.

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 ourthe holders of Company Common StockholdersStock 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.

Directors should

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

TheWhile the Board of Directors does not have a formal quantitative policy with respect to Board nominee diversity.diversity, the Nominating and Corporate Governance Committee of the Board of Directors considers Board diversity an integral part of the nominating selection 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.

Each For further information on director is required to own an amount of Common Stock equal to a multiple of five times the director’s annual retainer, beginning in 2017. Each director has five years, from the later of their initial election and January 2017, to acquire the required amount of Common Stock. Stock ownership requirements have been designed in such a way that the ability of the Board of Directors to recruit diverse Board candidates will not be impaired, yet Board members will have a strong alignment with stockholders’ interests. Currently, six of nine directors hold shares in excess of the shares required to meet the ownership guideline.


TABLE OF CONTENTSqualification, see our Guidelines on Corporate Governance located at stewart.com/corporate-governance.

Pursuant to our By-Laws,By-Laws, the Nominating and Corporate Governance Committee will accept and consider director nominations made by stockholders of persons for election by our Common Stockholders to our Board of Directors.stockholders. To be considered for nomination at our 20182024 annual meeting of stockholders, stockholder nominations must be received by us no later than January 28, 2018February 7, 2024, and no earlier than December 29, 2017. January 8, 2024. 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, 19801360 Post Oak Boulevard, Suite 800,100, 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.

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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 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 Glenn ChristensonKaren R. Pallotta (Chair), Arnaud AjdlerThomas G. Apel, William S. Corey and James Chadwick.Helen Vaid. During 2016,2023, the Compensation Committee held 11six meetings at which all members were present, except that one member missed one meeting, and executed two consentsone consent in lieu of meetings.a meeting. 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.

TheFor a complete list of the responsibilities of the Compensation Committee, functions pursuant to itsplease see our Compensation Committee charter, which is available on our website athttp://stewart.com/corporate-governance.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.

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-basedequity-based plans and relevant metrics and target award levels.

levels;

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

CEO;

Recommending a pay-for-performancepay-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.

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.

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-basedequity-based compensation plans of the Company.

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.

TheIn 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


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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.

Share Ownership Guidelines; Restrictions on Trading in Company Securities

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, seven

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of the ten directors hold shares in excess of the shares required to meet the ownership guideline. The acquisition period for the remaining three shorter-tenured directors has not expired and each is progressing appropriately toward the required holdings.

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.

Compensation Committee Interlocks and Insider Participation

During 2023, 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, is involved insubsidiaries. 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 relationship requiring disclosure as an interlocking executive officer/director,member of our Board of Directors or had any relationship requiring disclosure under Item 404 of Regulation S-K.Compensation Committee. Please refer to “Certain Transactions” for information regarding Mr. Apel.

Sessions of IndependentNon-Management Directors

Our independentnon-management directors meet at regularly scheduled sessions without management.sessions. The Chairman of the Board presides at those sessions. Persons wishing to communicate with our non-managementnon-management directors may do so by writing in care of the Chair, Audit Committee, Stewart Information Services Corporation, 19801360 Post Oak Boulevard, Suite 800,100, 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 fourth 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 2023.

Sustainability: A Year in Review

Governance

Added a new board member, Helen Vaid, who was named to the Audit and Compensation Committees;

Reviewed the Company’s cybersecurity profile and risk mitigation with the full Board of Directors and continued quarterly reporting to the Audit Committee on the Company’s cybersecurity program and operations;

Reviewed the Company’s enterprise risk management program with the full Board with regular updates to the Board on the program;

Updated, on a regular basis, our Nominating and Corporate Governance Committee and Board on matters relating to sustainability;


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Formalized the Disclosure Committee process, with adoption of Committee charter, appointment of committee members, and regular cadence of meetings; and

Adopted and implemented a revised Director Orientation Program.

Social

Through The Stewart Title Foundation, Inc. and our Culture of Caring, Stewart supports the local communities of our employees. We have:

Increased our charitable donations through our semi-annual Community Service Awards program by 60% from 2021, supporting employee-designated charities, foundations and other non-profit organizations in all 50 states and the District of Columbia. The program was honored with NEI Global Relocation’s Corporate Responsibility Award for Community Service;

Strengthened communities in 9 cities across the U.S. by funding home repairs though our charitable partner, Rebuilding Together, providing opportunities for our employees to give back; and

Expanded the newest Stewart Scholarship class by 35% from 2022, giving $136,000 to 68 students pursuing their undergraduate degrees and who are dependents of Stewart employees.

Continued Diversity Equity & Inclusion (DE&I) Council efforts through an increased focus on community service and employee resources and remained committed to our employee value proposition through enhanced, inclusive benefits offerings and learning opportunities;

Delivered an employee appreciation bonus in the first quarter to all employees;

Partnered with an outside firm to complete a U.S. Employee Engagement Survey in 2022 and gauge progress with a U.S. Employee Pulse Survey delivered in 2023, with our results affording us recognition in the Top Workplaces program as a 2023 Top Workplace USA; and

Continued enhancements to our employee health and welfare programs to improve our overall value proposition:

Expanded wellness resources for our employees through our new Stewart Wellness Program, powered by Virgin Pulse, focused on improving physical health and well-being, as well as social, mental, and financial wellness;

Introduced a Childbirth and Bonding Paid Leave Program through our ongoing efforts to create inclusive programs and practices that appropriately support our employees and their families; and

Transitioned our Short-Term Disability program to be fully Company-paid, reducing cost and expanding access for our employees.

Environmental

Home office now powered 100% by renewable energy;

Impacted the environment positively through recycling efforts that resulted in:

More than 13,500 trees kept from being harvested

Continued our emphasis on reduced water usage and use of technology to reduce paper consumption by more than 5.3 million sheets of paper; and

Our NotaryCam subsidiary performed over 31,000 signings remotely online — eliminating the associated carbon emissions of vehicles traveling for those signings.

Additional information regarding our governance, sustainability initiatives and progress is available through our website at stewart.com/sustainabilityand 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.

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EXECUTIVE OFFICERS

The following table sets forth the names and positions of our executive officers as of March 3, 2017:11, 2024:

Frederick H. Eppinger

Matthew W. Morris

Chief Executive Officer

J. Allen Berryman(1)

Elizabeth K. Giddens

Chief Legal Officer and Corporate Secretary

David C. Hisey

Chief Financial Officer Secretary and Treasurer

John L. Killea

Emily A. Kain

Chief Legal Officer
Timothy OkrieChief Operating Officer
Patrick H. BeallGroup President
David FauthGroup President
Ann Manal

Chief Human Resources Officer

Samuel Jay Milligan

Steven M. Lessack

Chief Revenue Officer

Group President

Brad A. Rable

Group President

Tara S. Smith

Chief Information Officer

Group President

(1)On February 9, 2017, the Company announced that its chief financial officer, Allen Berryman, had announced his plans to retire from the Company. Mr. Berryman will remain with the Company through the transition to his successor.

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

Matthew W. Morris.  Matthew W. Morris, 45Elizabeth K. Giddens.Elizabeth K. Giddens, 53 years old, was elected CEOserves 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 Company in Novemberboard of 2011. Having served for the prior five years as Senior Executive Vice Presidentdirectors of theStewart Title Guaranty Company, Stewart Title Company, and Stewart Title Guaranty Company (“STGC”),Insurance Company. She joined Stewart in addition2022 as Deputy Chief Legal Officer and was promoted to serving as President of the Shared Services Division, Mr. Morris has an intimate knowledge of the Company and the industry. He provides strategic leadership for the future of the Company, focusing on the people strategy, operational alignment, smart growth, and maximizing stockholder value. In 2004, Mr. Morris joined the Company’s executive management teamChief Legal Officer in 2023. Prior to joining Stewart, Ms. Giddens served as Senior Vice President, PlanningGeneral Counsel, Chief Ethics & Development. Previously, he wasCompliance 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 DirectorUniversity of Oklahoma College of Law, a strategic litigation-consulting firm, offering trialMaster of Business Administration from the University of Tulsa, and settlement sciences and crisis management. Mr. Morris received a Bachelor of Business AdministrationArts from Trinity University. She is a member of the Texas and Oklahoma Bar Associations and is licensed to practice law in organizational behaviorTexas and business policy from Southern Methodist University, and a Master in Business Administration with a concentration in finance from The University of Texas.Oklahoma.

J. Allen Berryman.  J. Allen Berryman, 59David C. Hisey.    David C. Hisey, 63 years old, has served as Chief Financial Officer (“CFO”), Secretary and Treasurer of the Company since September 2008. Prior to joining Stewart,2017. He leads Stewart’s financial organization and strategy, overseeing financial planning and analysis, accounting, treasury and audit functions, as well as investor relations, corporate development, lender services and property management. As CFO, Mr. Berryman served over 2 years as Vice President — Finance of Contract Research Solutions, Inc., d/b/a Cetero Research, oneHisey partners with each area of the world’s largest providers of early clinical trialbusiness to help with their financial and bio-analytical laboratory services to pharmaceutical, biotechnologycommercial success, focusing on top-line growth and generic drug companies. In addition, he spent nine years in the electronic payments industry, holding Chief Financial Officer and Chief Operating Officer positions with Retriever Payment Systems and TeleCheck International, and serving as Corporate Controller and Chief Accounting Officer of First Data Corporation.bottom-line improvement. Mr. Berryman alsoHisey has 12 years’ experience with the public accounting firm of Deloitte & Touche LLP. Mr. Berryman received his Bachelor of Business Administration in accounting from the University of Georgia, and is a licensed CPA.

John L. Killea.  John L. Killea, 61 years old, is the Chief Legal Officer of the Company. Mr. Killea is responsible for the underwriting, claims, litigation, compliance, corporate governance and regulatory areas for SISCO and its affiliated companies. With more than 35 years of legalfinancial leadership experience Mr. Killea joined the Company and holds a Bachelor of Business Administration magna cum laude in 2000Accounting from James Madison University and is licensed as Counsela Certified Public Accountant in the claims and agency underwriting areas for Stewart Title Insurance Company (“STIC”), the Company’s New York underwriter. HeCommonwealth of Virginia.

Emily A. Kain.Emily A. Kain, 41 years old, has served as Chief Claims Counsel and General Counsel for STIC, and continues to serve as General Counsel for STGC since his appointment in 2008. Mr. Killea received a Bachelor of Arts cum laude from Lafayette College and a Juris Doctorate from Fordham University School of Law. He is a member of the New York State Bar Association and has been admitted to practice in the State of New York and the United States District Court for both the Eastern and Southern Districts of New York.


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Timothy J. Okrie.  Timothy J. Okrie, 51 years old, is the Chief Operating Officer (“COO”) of the Company. As Chief Operating Officer, Mr. Okrie is responsible for all of Stewart’s daily operations, business strategy development, execution, transformation, and operational excellence. Mr. Okrie joined Stewart in 2016 with more than 30 years of experience developing and executing professional services, industry alignment, market strategies, and business operating models. He most recently served as a senior partner within the Advisory Services practice at Deloitte & Touche LLP where he gained extensive experience with strategy development and execution, business transformation and international business experience. Okrie received a Bachelor of Science from DePaul University in Chicago, is also a licensed CPA, and is a member of the American Institute of Certified Public Accounts.

Patrick H. Beall.  Patrick H. Beall, 61 years old, has been with the Company for 30 years. Mr. Beall currently serves as Group President, and is responsible for the Company’s independent title agency network across the United States. In addition, he oversees Mortgage and Title Services, Stewart Vacation Ownership and technology sales for our independent agency network. Mr. Beall served as Executive Vice President, Senior Director of Agency Operations from January 2014 through December 2014. From December 2008 until December 2013, Mr. Beall was the South Central States District Manager for Agency Operations, with direct and indirect responsibility for the Company’s independent agency network in 22 states. Mr. Beall has served as President of two affiliated entities, Professional Real Estate Tax Service and Baca Landata, since joining the Company in 1986. He is currently a member of the American Land Title Association's Board of Governors, and serves on the association’s Best Practices Executive Committee and the Underwriter Section Executive Committee. Additionally, he is a member of the Texas Land Title Association (TLTA) and serves on the association’s finance committee; he is also a former member of the Oklahoma Land Title Association’s board of directors. He attended the University of Oklahoma in Norman.

David Fauth.  David Fauth, 55 years old, serves as Group President, responsible for direct operations, as well as title and escrow fulfillment services. In this role, he oversees the Company’s direct retail operations throughout the U.S., and the title and escrow fulfillment services supporting our local residential operations. In addition, Fauth is responsible for leading a redesign of processes and technology to improve revenue and market share, facilitate regulatory compliance, and offer greater adaptability to changing customer requirements through our fulfillment service centers. Fauth's more than 30 years of title industry experience include sales, escrow, and production. A Stewart associate since 1985, he was previously Group Senior Vice President, overseeing direct operations in the Midwest, Mid-Atlantic, and Northeast; Group Vice President — Midwest states; Minnesota state manager; Minnesota Division President; and Oregon Division President. Fauth received a Bachelor of Arts in Business Administration with a minor in economics from Bethel University.

Ann M. Manal.  Ann M. Manal, 50 years old, is the Chief Human Resources Officer (“CHRO”) of the Company. Ms. Manalsince 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 corporate communications and community relations functions. Ms. Kain serves as an essential member of both Stewart’s DE&I Council and Sustainability Executive Leadership Council. 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 Stewart Celebrates global recognition program. As CHRO, she leads the organization in the areas of talent management, organizational design and succession planning, performance management, inclusion and diversity, 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’s degree in accounting from Louisiana State University and a Master’s degree in accounting, with a concentration in internal communications and change management.audit, from the University of New Orleans. She also completed the Executive Education, Emerging Leaders Program at Rice University in 2011.

Steven M. Lessack.Steven M. Lessack, 71 years old, has served as Group President of the Company since 2019. With more than 2535 years of experience, Ms. Manal joinedtitle insurance and related real estate knowledge, he also holds the position of Group President for Stewart Title Guaranty Company in 2016 after a career in human resources consulting focusing onand Stewart Title Company. He is responsible for and oversees Direct Operations throughout the financial services, consumer productsUnited States as well as our Commercial Services group, Asset Preservation, Inc., and energy industries. Ms. Manal received her Bachelor

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Samuel Jay Milligan.  Samuel Jay Milligan, 56 years old, serves asStewart Insurance Risk Management within the Chief Revenue Officer ofUnited States. In 1997, he opened the Company. Mr. Milligan leads the Enterprise Revenue GroupCompany’s Canadian operation and is responsible for driving integrationthe Company’s expansion activities outside of the United States. He serves as Executive Director of Stewart Title Europe Limited and alignment among all revenue-related functions, including economic forecasting, marketing, enterprise sales, sales operations,Stewart Title Malta as well as CEO for Stewart Title Limited and revenue management. Mr. Milligan joinedChairman of the Board of Stewart Title Insurance Company. He attended California State University in San Bernardino.

Brad A. Rable.Brad Rable, 57 years old, has served as Group President, Technology and Operations of the Company in 2014 as Chief Enterprise Sales Officer bringing over 30 years of experience in sales, sales operations, marketing and finance within the Professional Services and Financial Services sectors.since 2022. Prior to joining the Company,being promoted to his current role, Mr. Milligan held advisory positions with Deloitte & Touche LLP and KPMG LLP, and alsoRable served in lending and risk management roles with several financial institutions. Mr. Milligan received his Bachelor of Business Administration from the University of Mississippi.


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Brad Rable.  Brad Rable, 50 years old, serves as Chief Information Officer (CIO) for Stewart Information Services Corporation.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 solution standards, infrastructure, administrationsolutions, enterprise operations, and production support, alignment of enterprise technology, and the related strategy.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 Technologytechnology and Product Developmentproduct 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.

Tara S. Smith.Tara S. Smith, 44 years old, has served as Group President of Stewart’s Agency Operations since 2019. In this role, she manages Stewart’s independent title agency network and all products and services offered to our agents, while also having oversight of Stewart’s corporate marketing function. Ms. Smith joined Stewart in 2013 after 12 years in public accounting through which she provided strategic guidance to clients in the oil-and-gas and financial services industries. Her leadership, deep knowledge, strategy implementation and problem-solving led to her rising through leadership roles at Stewart that included the positions of Vice President, Agency Financial Director, and Executive Vice President. Ms. Smith serves on the American Land Title Association’s Board of Governors and was named one of Housing Wire’s “Women of Influence” in both 2017 and 2021 for her contributions to the industry. She earned a Bachelor of Business Administration in finance from the University of Texas at Austin.


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COMPENSATION DISCUSSION AND ANALYSIS

Introduction

The followingThis Compensation Discussion and Analysis (“(‘‘CD&A”&A’’) describes the Company’s executive compensation program in 2016. The objective of our executive compensation program is to maintain a strong pay-for-performance culture in order to attract, retain, and motivate the key leaders who serve our Company and our stockholders.for 2023. The following pages explain the process, objectives and structure of the executive compensation decisions undertakenmade by our Compensation Committee (the “Committee”) and our Board of Directors for 2016.2023. This CD&A is intended to be read in conjunction with the tables beginning on page 3336 below, which provide detailed historical compensation information for our Named Executive Officers (“NEOs”(‘‘NEOs’’).

For 2016,2023, our NEOs are:were:

NEO

Title

NEO

Frederick H. Eppinger‎

Title
Matthew W. Morris

Chief Executive Officer

J. Allen Berryman

David C. Hisey

Chief Financial Officer

and Treasurer

John L. Killea

Steven M. Lessack

Group President

Tara S. Smith

Group President

Elizabeth K. Giddens

Chief Legal Officer

Steven M. LessackGroup President
David A. FauthGroup President and Corporate Secretary

Executive Summary

We are committedOur financial performance in 2023 continued to providing valuebe negatively impacted by the rise in and volatility of interest rates that resulted in historically low real estate activity levels. This led us to our stockholders. While we acknowledge the strong support for our compensation programs expressed in our 2016 Say on Pay Vote, we continue to dedicatemanage the business with a focus on cost discipline while also seeking out opportunities for targeted investments in skills and capabilities to best position us for the long term. We continued to make significant efforts to ensure our executive compensation programs evolve with our long-term business strategy, feedback from our stockholders, and market best practices. We are confident that the discussion below makes it clear that we maintain an executive compensation program that aligns the interests of our executives with those of our stockholders.

2016 Business Highlights and Performance

Since its inception in 1893, Stewart has grown to be one of the largest title insurance companies in the nation, and one whose name is synonymous with trust, integrity, and service.

In 2016 Stewart completed our conversion to a best-practices governance structure with the elimination of the dual class stock and the addition of new independent board members, including two very experienced former insurance industry CEOs. We enhanced the capability and capacity of our team with the addition of a new Chief Operating Officer to deliverprogress on our growthlong-term strategic investments and bottom line performance objectives.enterprise initiatives critical to building a stronger and more resilient business. We generated revenueachieved share growth in attractive Direct, Agency, and Commercial markets and improved our core markets while continuing our planstechnology to improveenhance the customer experience, gain efficiency in our operating model and we took action to significantly improve the results of our ancillary services operations, and focus onimprove our core business. We continued to benefit from the costdata management initiativesand access. Additionally, our stock price performance was strong, gaining 37.5% during 2023. Results of 2014 and 2015, as well as enhanced financial discipline within our core operations and shedding non-core businesses, resulting in total employee and other operating expenses decreasing at a rate faster than the decline in total operating revenues.

Other matters of note for the year include:

2016 revenues declined approximately 1 percent

Net Income Attributable to $2.0 billion,the Company:$30.4M ($1.11 per diluted share) compared to $162.3M ($5.94 per diluted share) in 2022;

Total Revenues:$2.3B compared to $3.1B in 2022;

Direct Title Revenues:$962.7M compared to $1,246.3M in 2022;

Gross Agency Revenues:$986.0M compared to $1,466.2M in 2022;

Return on Equity:2.2% compared to 11.9% in 2022;

Reported Pre-Tax Margin:    2.7% compared to 7.6% in 2022; and

Stock Performance:Increase of 37.5% compared to a decrease of 46.4% in 2022.

2023 Pay Decisions

Although the Company’s financial results were adversely impacted by the continued weakness in the real estate market including rapidly rising interest rates and their negative impact on loan originations, the Compensation Committee believes the Company’s executive officers and NEOs appropriately balanced cost management activities with increased core title revenues offset by lower ancillary services revenues duedemonstrated progress and achievement on key strategic initiatives that better position the Company for long term success. As a result, the Compensation Committee believes that the compensation paid to exiting (announcedthe Company’s NEOs for 2023 was well aligned with Company performance and consistent with our long-standing track record of demonstrating a strong pay-for-performance philosophy. Decisions made for 2023 included:

Focusing NEO target pay packages on variable compensation (78% for our CEO and 69% for our other NEOs), as described in 2015) non-core business within that segment.

2016 EBITDA, adjusting for non-operating and non-recurring charges and credits (as detailedthe “2023 Pay Mix” section;

Widening performance target levels on the financial metrics in our fourth quarter 2016 earnings release)Short-Term Incentive Plan (“STIP”), grew 7 percent to $123.8 million while total operating revenues declined 1.5 percent due to the exitwhich resulted in payouts between 75-78% of the non-core businesses, demonstrating the effectivenesstarget; and

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Table of our cost containment programs, as well as the flexibility of our transformed operating model.

Our title segment’s full year 2016 pretax earnings grew 16.8 percent, from $119.0 (6.3 percent margin) to $139.1 million (7.2 percent margin), although revenues net of agent retention for the segment were essentially unchanged from 2015.

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In December, we completed the sale

Emphasizing performance-based awards (60%) with a continued balance of the government servicestime-based awards (40%) to promote retention and loan file review and audit operations of the ancillary services segment. We took this action to improve the financial outlook of that segment while allowing for more focused management attention to our core title operations.

We generated $123.0 million of operating cash flow in 2016, up 52.7 percent from 2015, due to significantly improved net income, continued low cash claims payments, and reduced operating expenses.
We closed out 2016 on a strong positive note, with fourth quarter adjusted pretax earnings (as detailedshareholder alignment in our fourth quarter earnings release) increasing $19 million on a $32 million increase in adjusted revenues, representing a pretax margin on the incremental revenues of 60 percent.
We paid a total of $1.20 per share in cash dividends to common stockholders during 2016, compared to $0.80 per share in 2015. In total, we returned $27.8 million to our stockholdersLong-Term Incentive Plan (“LTIP”), as described in the form of dividends, up 55 percent from 2015’s $18.0 million.

We continue to generate significant growth in stockholder value, with a five-year total return to stockholders of 324%, which is at the 100th percentile of our comparator group.“Long Term Incentives” section.

[GRAPHIC MISSING]Say-on-Pay Proposal


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CEO Pay At-A-Glance

The majority of CEO pay is variable and linked to drivers of financial performance or growth in stockholder value. The chart below shows the elements of CEO total directCompany holds an advisory vote on executive compensation (base salary, annual bonus, and grant date or target value of annual equity grants) for the past three years, a period over which we have continued to grow stockholder value eachevery year.

As shown, for each year in the chart CEO compensation has been variable between 64% and 80%. Our annual short-term incentive plan (“STI”) is tied to annual operational and financial performance, while our long-term incentive plan (“LTI”) is tied to long-term financial and stock price performance.

[GRAPHIC MISSING]

Response to 2016 “Say on Pay” Vote and Program Changes

Similar to 2015, an An overwhelming majority (98.5%) of the votes on our 20162023 Say on Pay-on-Pay proposal were cast in favor of the proposal. Specifically, 98.8% of shares were voted in favor ofproposal, which was similar to our Say on Pay proposal.2022 result. The Compensation Committee interprets this continued strong level of support as affirmation of the overall structure of our executive compensation program and our approach to making compensation decisions. As our business continues to evolve,evolves, we are committed to the continuous improvement of our executive compensation program to ensure alignment with our strategic business priorities, leadership strategyto support our ability to attract, motivate and stockholder interests.retain top executive talent, and to align executive compensation with performance.

Our Executive Compensation Practices

Below we highlight our corekey 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 stockholders’shareholders’ interests.


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What We Do

What We Don’t Do Not Do

þ

Performance-based short-termPerformance-based, “at risk” short-term and long-termlong-term compensation

x×

No liberal share recycling under long-termour long-term incentive plan

þ

Heavy emphasis on variable (“at-risk”) pay

x×

No excise tax gross-ups upongross-ups on a change in control

þ

Double-trigger vesting of cash severance payments

xEquity ownership guidelines

×

No repricing of underwater stock options

þ

Clawback policy

xDouble-trigger vesting of cash severance payments and equity on a change in control

×

No hedging transactions or short sales by executive officers or directors permitted

þ

Equity ownership guidelines

x

No guaranteed cash bonus or cash retention bonus for executive officers

þ

Independent compensation consultant

x×

Severance multiple not greater than 3.0x for any executive officerNo significant perquisites

þ

Regular review of share utilization

x

No significant perquisitesClaw back policy to recover wrongfully earned performance-based compensation associated with material financial misstatement

What Guides Our Program

Compensation Philosophy and Objectives

The Compensation CommitteeCompany’s executive compensation structure follows a pay-for-performance“pay-for-performance philosophy inby 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 structure, which is designedprogram 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 following:interests and financial incentives of our executives with shareholders’ interests; and

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

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Align executive financial interests with those of the stockholders.
Focus management on achieving annual business plans while remaining accountable for the consequences of longer-term risks.
Manage executive expense relative to performance.
Provide fully-competitive pay opportunities that are realized when performance approaches fully-competitive peer levels.
Exhibit to investors and other stakeholders our commitment to specific achievements and to our management discipline.

Our executive compensation program is also is intended to provide a market-competitive pay opportunity that is realized when specific financial and non-financial objectives are achieved.be market competitive. For 2016,2023, the Committee approved a ‘‘total direct compensation opportunity’’ for each executive officer consisting of base salary, short-termtarget short-term incentive compensation, and long-termtarget long-term incentive compensation (together, “totalcompensation. The intent is for total direct compensation”) for each executive. Total direct compensation is intended to be competitive with our peeramong the comparator group, directionally targeted tospecifically targeting the peerpay comparator group median. The Compensation Committee also takes into considerationconsiders historical and individual circumstances, including tenure, and experience, individual performance, retention factors, and the availability of comparable data for each position.

The Compensation Committee believes that athe majority of executive officer compensation should be “at-risk”“at-risk,’’ with the realized value of compensation heavily dependent upon the Company’s financial, operational, and stockholdershareholder return performance. During periods when our financial performance meets or exceeds established objectives, weWe believe that executivesexecutive officers should be rewarded appropriately for their efforts in achieving our goals.when financial performance meets or exceeds established objectives. Likewise, when ourincentive compensation may be below target or not be earned if performance does not meet the 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, may be reduced or may not be earned.

Incentive compensationwhich is designed to help achieve the appropriateappropriately balance between annual results and the Company’s sustained, multi-year success of the Company. Short-termmulti-year success. Short-term awards primarily are payable in cash, while long-termlong-term awards are equity-based awards.equity-based.


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Implementing the Philosophy

in 2023

InWe believe one of the most important and primary objectives 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. During 2023, in support of this objective, the Committee determined that the performance goals under the STIP set in the fourth quarter of 2022 did not appropriately reflect the increased risk that the business forecasts used to establish 2023 performance goals could be materially inaccurate as a result of the Company’s inability to reasonably predict the timing, magnitude or direction of Federal Reserve monetary policy decisions and their resulting impact on the housing finance market. In response, the Committee widened the STIP performance ranges by lowering the threshold and increasing the maximum goals for our performance metrics. This resulted in threshold performance targets reflective of the downside risk to real estate activity and more rigorous maximum performance targets to minimize the risk of excessive payouts. The target performance goal for each performance metric was not adjusted and the payout opportunities for each NEO were not modified. The Committee believed this approach would better align with our pay-for-performance philosophy by reducing the risk of inaccurate forecasts contributing to either excessive or overly punitive payouts. See the “2023 Performance Metrics, Goals, Results and Bonus Payouts” section for more information.

To provide our NEOs and other executive officers with compensation philosophy:

We generallythat is competitive, target pay levels withinare generally set at the median range for our peerthe pay comparator group in order to provide each of our NEO’s with a competitive compensation opportunity that is also reasonable from a stockholder perspective. Our NEOs then have thean opportunity to earn realized compensation in excess of the median in return for exceeding performance goals.
Base salarylevels for our NEOs are established after taking into account the executive’s specific responsibilities, external market rates, executive and Company performance, experience and capabilities, and internal equity.
Short-term incentiveplan opportunities are designed to reward our NEOs when annual business plan objectives are achieved. Actual payout corresponds to Company results (and business unit/individual results in 2016), with the expectation that performance above market levels will lead to above-market compensation, and vice-versa.
Long-term incentiveplan grants provide an illiquid investment stake in the Company that over time creates a balance with shorter-term annual goals and incentives, aligningconversely respond in cases where performance goals are not met.

Element

Purpose

Base Salary

Provides competitive fixed compensation and is established after considering external market rates, executive officer performance, company performance, experience, and desired pay mix.

Annual Short-Term Incentive

Designed to motivate our NEOs and other executive officers to achieve key annual measures of financial performance and to assess qualitative performance on key strategic objectives and demonstrated leadership competencies. Consistent with our philosophy, STIP awards are linked to metrics that our NEOs and other executive officers can directly influence and that we believe correlate strongly to positive shareholder returns.

Long-Term Incentives

LTI grants further incentivize our NEOs and other executive officers to drive shareholder value and foster a sense of company ownership. Our LTI’s equity-based awards and multi-year vesting schedule align NEO and other executive officer interests with those of our shareholders through the common goal of sustained stock price appreciation. Without positive stock price returns, the realized value of LTI grants will be less than the target value at the time of grant. Alignment is also reinforced through share ownership guidelines.

Our NEOs investment stake with those of investors, and mitigating excessive risk.

Our executivesother executive officers are also eligible for otheradditional benefits and limited perquisites that are in line with market practice,practices as well as the same health and welfare benefits that are the same asavailable to our general employee population.

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2023 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” performance-based‘‘at-risk’’ variable compensation.

We have three elements of target total direct compensation: base salary, STI target opportunityshort-term incentive, and LTI target opportunity.long-term incentive. As illustrated in the chartcharts below, in 2016, 80%2023, 78% of target total direct compensation to Mr. Eppinger, our CEO, was variable and at risk,“at-risk”, while 56%the average mix of other NEO target total direct compensation was at-risk.

2016 Target Total Direct Compensation

[GRAPHIC MISSING]

The Decision Making Process

The Compensation Committee, management,69% variable and the committee-retained compensation consultant work together in the design of the executive compensation plan with the shared goal of developing and implementing a plan which will assist the Company in the accomplishment of its strategic objectives, fairly reward executives, and be stockholder friendly — as discussed below.


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The Role of the Compensation Committee

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

The Compensation Committee is responsible for determining the components and amount of compensation for our executive officers and provides overall guidance for our employee compensation policies and programs. The Compensation Committee retains an independent compensation consultant to provide relevant information and to advise on best practices. The Compensation Committee reviews and sets the compensation of the CEO. The Compensation Committee evaluates CEO performance and compensation in executive session without any member of management present. The Compensation Committee consults with the CEO for compensation recommendations for other executive officers and for the purpose of assuring that executive compensation programs do not distort our overall compensation structure. The CEO’s recommendations are based upon the achievement of targeted metrics, the performance of the individual’s respective business or function, and employee retention considerations. The Compensation Committee reviews current compensation best practices with its 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, including Human Resources, assist the Compensation Committee by providing recommendations that management believes will recognize individual contribution where appropriate, and in the aggregate provide a market-competitive compensation opportunity for each executive officer, consistent with the Company’s compensation philosophy. As part of this process, management collaborates with the Compensation Committee regarding the information provided on market trends, potential compensation plan designs, and industry trends, before making recommendations to the Compensation Committee. In preparation for the 2016 compensation plans, management:

Recommended base salaries and cash and incentive targets for executive officers other than the CEO; and
Proposed incentive metrics and targeted performance levels for the short- and long-term incentive plans, including target value (or number of shares) of time-based restricted stock and performance-based restricted shares.

At the end of the 2016 performance year, management reviewed metric-based performance relative to expectations in 2016 of each executive officer, and the CEO presented recommendations regarding STI and LTI award payouts for each of the executive officers besides himself.

The Compensation Committee reviews and discusses management’s recommendations 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 2016 plan year, the Compensation Committee engaged Pearl Meyer & Partners, LLC to assist in providing a comprehensive assessment of its executive compensation programs. The Compensation Committee retained the sole authority to select, retain, terminate, and approve fees and other retention terms of the relationship with Pearl Meyer. In May 2016, after the 2016 plans were finalized, the Compensation Committee discontinued its engagement with Pearl Meyer and engaged Board Advisory, LLC. Board Advisory assisted the Committee in reviewing existing executive pay programs and practices, and advising the Committee on 2017 pay-related matters.

The Committee’s compensation consultant provides various executive compensation services to the Compensation Committee. Generally, these services include advising the Compensation Committee on the principles of our executive compensation program and providing market information and analysis regarding the competitiveness of our program design and award values in relation to performance.


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During 2016, the compensation consultants performed the following services for the Committee in addition to the executive compensation services noted above:

Developed a pay comparator group (peer group) of comparable-size insurance companies to assist in evaluating the competitiveness of total compensation of executive officers of the Company;
Conducted an evaluation of incentive compensation program design for executive officers;
Provided independent recommendations on incentive plan metrics;
Reviewed and provided independent recommendations on the annual and long-term incentive plan design;
Conducted an evaluation of the total compensation of executive officers of the Company (conducted in late 2016 for 2017);
Provided independent recommendations for CEO compensation; and
Reviewed CEO recommendations for the compensation of other executive officers with the Compensation Committee in executive session.

In addition, the consultants attended meetings of the Compensation Committee, as requested by the Compensation Committee Chair.

The NYSE has adopted guidelines for compensation committees to consider when identifying compensation committee advisor independence. The Compensation Committee reviewed these guidelines and determined that both Pearl Meyer and Board Advisory were independent consultants under these guidelines. This independence was confirmed in writing by the respective consultants. Neither consultant performed services for the Company other than those specific to Board Committee assignments regarding executive and non-employee director compensation.

Our management communicated with the consultants, and provided data to the consultants regarding our executive officers, but did not direct the consultants’ activities.

Benchmarking and Pay Comparison

When considering our compensation practices and pay levels, the Compensation Committee reviews the compensation practices and pay levels of thea 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 Compensation Committee periodically reviews the composition of our comparatorthis 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 responsibilitiessimilar scope and scope similar to ours. In order toresponsibilities.

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

During 2016, the consultant compiled compensation data from the comparator companies using proxy statements and other publicly filed documents. The consultant also provided published survey compensation data from multiple sources on a size-adjusted basis.


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Prior to 2016,For 2023, the Committee had established a peer group for purposes of pay comparison. In a review of pay practices conductedconsidered the Company’s size relative to the companies in 2016, the Committee selected a new paylast year’s comparator group consisting of companies that more closely matched the size of Stewart. The following companies comprise our group of pay comparator companies for 2016 and for 2017:

    
Company Market
Capitalization
($M)
 Revenue
($M)
 Former
Peer Group
 New Pay
Comparator
Group
Ambac Financial Group, Inc. $1,015  $645        x 
American National Insurance Company $3,261  $3,017   x      
Argo Group Int'l Hldgs, Ltd. $1,996  $1,555        x 
Aspen Insurance Hldgs Ltd $3,389  $2,847        x 
Crawford & Company $573   NA   x      
Donegal Group Inc. $460  $688        x 
EMC Insurance Group Inc. $603  $645   x   x 
Employers Holdings, Inc. $1,190  $752   x   x 
First American Financial Corporation $4,290  $5,576   x      
Hilltop Holdings Inc. $2,777  $1,684   x      
Horace Mann Educators Corp $1,688  $1,129        x 
Infinity Property & Casualty $984  $1,484   x   x 
Kemper Corporation $2,242  $2,522   x   x 
Maiden Holdings, Ltd. $1,443  $2,573        x 
MBIA Inc. $1,391  $853        x 
Mercury General Corp $3,219  $3,228   x   x 
MGIC Investment Corp $3,652  $1,062        x 
National General Holdings $2,690  $2,511        x 
National Interstate Corp  NA  $619        x 
Navigators Group, Inc. $1,628  $1,198   x   x 
Old Republic International Corporation $5,417  $5,900   x      
OneBeacon Insur. Group $1,525  $1,194        x 
PHH Corporation $664  $622   x      
ProAssurance Corporation $3,011  $772        x 
Radian Group Inc. $4,076  $1,238   x   x 
RLI Corp. $2,612  $827   x   x 
Safety Insurance Group $1,108  $798   x   x 
Selective Insurance Group $2,524  $2,284        x 
State Auto Financial Corp $1,087  $1,405   x   x 
United Fire Group, Inc. $1,048  $1,137   x   x 
Old Peer Median $1,628  $1,322   17      
New Pay Comparator Group Median $1,628  $1,166        24 
Stewart Information Services, Inc. $1,055  $2,007           
STC Percentile Rank within New Group  18.9%   69.2%           

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Executive Compensation Risk Management

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

Setting base compensation for executives within reasonable ranges of our competitive market and rewarding executives through our STI and LTI plans for exceptional performance when the Company outperforms, which we believe aligns management’s interests with stockholders’ interests;
Utilizing financial, operational and individual performance measurements under the STI plan that require both objective and subjective performance determinations, with discretion retained by the Compensation Committee to consider any imprudent risk assumption that led to short-term gains and adjust the awards produced under such plan accordingly;
Incorporating performance-based long-term incentives, which encourage consistent behavior and reward long-term, sustained performance of the Company;
Prohibiting trading of derivatives or hedging by executive officers as required in the Company’s Security Trading and Investment Policy;
Employing a clawback policy to recover any wrongfully earned performance-based compensation, including stock-based awards, which isapproved changes designed to determaintain companies of comparable size. American Equity Investment Life Holding Company, CNO Financial Group, and prevent detrimental behaviorHilltop Holdings were removed considering business focus, and to protect our investors from financial misconduct;
Regularly benchmarking our current compensation practices, policiesEmployers Holdings, Enstar Group, James River Group Holdings, Safety Insurance Group, and pay levels with our pay comparator group;United Fire Group were all removed considering their relatively smaller revenue size. American National Insurance Company was acquired in May 2022 and is no longer publicly traded. Cincinnati Financial Corporation, Rocket Companies, Erie Indemnity Company, Mr. Cooper Group, UWM Holdings Corporation, and PennyMac Financial Services were all added.

Requiring a mandatory forfeiture

24

Table of grants of unvested equity upon a termination by the Company for cause; and

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Ensuring that our executive compensation program is overseen by a committee of independent directors, who are advised as needed by both internal and external risk experts.

Pay Comparator Group:

Argo Group International Holdings, Ltd.

PennyMac Financial Services, Inc.

Cincinnati Financial Corporation

ProAssurance Corporation

Erie Indemnity Company

Radian Group Inc.

First American Financial Corporation

RLI Corp.

Horace Mann Educators Corporation

Rocket Companies, Inc.

Mercury General Corporation

Selective Insurance Group, Inc.

MGIC Investment Corporation

The Hanover Insurance Group, Inc.

Mr. Cooper Group Inc.

UWM Holdings Corporation

Old Republic International Corporation

Elements of 20162023 NEO Compensation

Base Salaries

We payThe Company pays an annual base salary to each of our NEOs in orderNEO to provide themthe executive officer with a fixed rate of cash compensation that is “non-variable” during the fiscal year. In establishing base salaries, the Compensation Committee considers a variety of factors including, internal pay equity,but not limited to, leadership and operational performance as it relates to an executive’sexecutive officer’s level of duties and responsibilities, applicablethe executive officer’s impact on the Company’s achievement of its strategic objectives, and the executive officer’s base salary relative to the position held, and historical compensation information. We believe that this is critical to motivate and retain our executives who each have leadership talents and business expertise that make them attractive to otherbase salaries of individuals in a similar role in peer companies.

In connection with its annual review of executive officer compensation, the Compensation Committee increased certainconsidered each NEO’s base salaries, effective January 1, 2016. These increases reflectedsalary, and in response to the Compensation Committee’s evaluation ofdownturn in the real estate market, data and the performance of the executives. The base salaries of each NEO areelected not to make changes to salary levels for 2023 as shown in the table below:

NEO

2022
Base Salary

2023
Base Salary

%
Change

Frederick H. Eppinger

         953,000

         953,000

0.0%

David C. Hisey

         513,500

         513,500

0.0%

Steven M. Lessack

         674,267

         674,267

0.0%

Tara S. Smith

         359,900

         359,900

0.0%

Elizabeth K. Giddens(1)

 

         350,000

 

(1)Ms. Giddens became an executive officer January 1, 2023.

   
NEO 2015 Base
Salary
($)
 2016 Base
Salary
($)
 %
Change
Matthew W. Morris $500,000  $550,000   10.00
J. Allen Berryman $350,000  $375,000   7.14
John L. Killea $350,000  $375,000   7.14
Steven M. Lessack $400,000  $475,000   18.75
David A. Fauth $315,000  $350,000   11.11

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Short-Term Incentives

Short-Term Incentive Plan for 2016

2023

The Compensation Committee believes STIshort-term incentive compensation is an important part of a competitive compensation package and a necessary component in providing a competitive pay opportunity. Further, we believe our STIshort-term incentive approach reinforcesshould 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 executivesstock performance and giving the importance of meeting our financialCommittee the ability to consider leadership competencies and strategicindividual contributions and achievements on key non-financial company objectives.

Setting Target Award Opportunities

The Compensation 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 earned award. In addition, a maximum award opportunity of 200% of target was established.earned. The Compensation Committee sets the target award opportunities based on each NEO’s level of responsibilitiesresponsibility and ability to impact our business results, as well as consideration of benchmarkingrelative to benchmark pay data, as outlined on page 24.

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The 20162023 short-term incentive target award opportunities, which were the same as in 2022, were as follows:

NEO

Base Salary

Short-Term
Incentive
Target
(as a % of
Base Salary)

Short-Term
Incentive
Target
($)

Frederick H. Eppinger

         953,000

125%

$       1,191,250

David C. Hisey

         513,500

100%

         513,500

Steven M. Lessack

         674,267

100%

         674,267

Tara S. Smith

         359,900

100%

         359,900

Elizabeth K. Giddens

         350,000

100%

         350,000

  
NEO STI Target
(as a % of
Base Salary)
 STI Target
($)
Matthew W. Morris  100 $550,000 
J. Allen Berryman  50 $187,500 
John L. Killea  50 $187,500 
Steven M. Lessack  60 $285,000 
David A. Fauth  75 $262,500 

20162023 Performance Metrics, Goals, Results and Bonus Payouts

under the STIP

The CompensationConsistent with the previous year, the Committee established performance goals for each NEO for 2016, as wellchose to maintain Net Revenue and Pre-Tax Margin as the applicable weight for eachfinancial metrics and maintain an Individual Qualitative metric in our 2023 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. The Individual Qualitative metric was maintained because we believe it further aligns our STIP to our compensation philosophy of incentivizing our executives to achieve financial and strategic goals basedin a way that creates and sustains long-term value. A heavier weighting on their respective roles withinPre-Tax Margin was maintained because we believe it provides the organization. Our CEObest measure of our progress towards improving our operating performance and CFO’s STIexecuting 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.

For Mr. Eppinger, Mr. Hisey, and Ms. Giddens, short-term incentive bonus payouts are 100% dependentbased on the achievement of corporate goals. Our other NEOs’ STIFor Mr. Lessack and Ms. Smith, the short-term incentive bonus payouts are also dependentpayout is a mix of corporate-level and business-specific goals tied to the business units they lead, as set forth in the tables below. Mr. Lessack was given a heavier weighting on his business-specific goals to reflect the significant influence his business unit’s performance has on the Company’s overall results. Ms. Smith was given a heavier weighting on her Business Unit Net Operating Revenue as compared to Business Unit Contribution Margin to align with the financials goals for Agency Services.

For each financial goal, the achievement of threshold performance results in a payout multiple of 50% of target, and the same corporateachievement 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%.

Our performance target goals asare set in alignment with our annual financial plan, which is developed in the CEO,fourth quarter of the preceding year and reviewed and approved by the Company’s Board of Directors no later than early in the first quarter. The development of our annual financial plan is a rigorous process that considers many factors including, but are further balanced with other business-specificnot limited to, prior year performance, industry data, key economic data and forecasts, Company strategic objectives, and long-term financial goals. The resulting target performance goals reflect performance 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. Target performance goals may be set above or below prior year actual results depending upon whether industry and financial forecasts expect a more favorable or challenging market environment compared to the previous year. Threshold and maximum performance target levels are then adjusted from target performance goals.

The target performance goals approved in the fourth quarter of 2022 for Pre-Tax Margin and Net Revenue were 5.15% – 5.65% and $1,632M, respectively. These targets were set below the prior year’s results and reflected the expectation that the housing market softening that started in the second half of 2022 would continue into 2023. Forecasts by Fannie Mae and the MBA expected total mortgage originations to decline 22% from 2022 and existing and new home sales to be lower by 17% and 9%, respectively. Additionally, the average 30-year mortgage interest rate was expected to be 5.8% for the full year compared to 5.3% for 2022.

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Although we follow a rigorous process to develop our annual plan and use forecasts from sources such as Fannie Mae and the Mortgage Bankers Association, forecasting future rates and real estate activity can be difficult and unpredictable and result in market forecast assumptions that prove to be inaccurate. Since the title insurance business is highly sensitive to changes in the level of activity and sales prices in the real estate market, driven primarily by mortgage interest rates, sharp and unexpected changes in rates can significantly impact our revenues and margin. As a result, setting threshold and maximum performance goals is a difficult exercise. The Committee strives to set performance levels that create a range of achievement from threshold to maximum that reflects the risks and uncertainty of the anticipated business environment and align with payout opportunities that together, lead to strong pay-for-performance outcomes.

During 2023, following the release of the Federal Reserve meeting minutes in Q1 that significantly changed the expected direction of interest rates for the year, the Committee determined that the performance levels originally established in the fourth quarter of the preceding year were too narrow and did not create a range of achievement that accurately reflected the increased forecast risks associated with the uncertainty of interest rates. Additionally, the Committee considered the historical performance and payouts under the STIP and determined the use of narrower performance ranges contributed to significant volatility in the yearly payouts. As a result, the Committee decided to modify the original narrower ranges and adopt wider performance ranges to more appropriately reflect increased forecast risks and strengthen the alignment between payouts and performance achieved relative to actual market conditions. The Committee believed this approach would better align with our pay-for-performance philosophy by reducing the risk of inaccurate forecasts contributing to either excessive or overly punitive payouts.

In revising the threshold and maximum performance target goals for 2023, the Committee considered the increased uncertainty and volatility around interest rates and responded by setting wider performance ranges on both financial metrics compared to previous years. The target performance goal for each performance metric was not modified. For Pre-Tax Margin, the threshold performance goal was set 350 basis points below the low end of the target range and the maximum performance goal was set 350 basis points above the high end of the target range. This created a performance achievement range of 1.65% to 9.15%. For Net Revenue, the threshold and maximum performance goals were set 20% below and above the target performance goal, respectively, to create a performance achievement range of $1,306M to $1,958M. The Committee believed wider performance ranges would:

More effectively motivate and reward management to balance navigating a highly uncertain real estate market with creating long-term value.

More closely tiedalign with our pay-for-performance philosophy by reducing the impact of sharp and unexpected changes to their roles within the organization.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.

For 2016, our goals were based upon internal financial projections, an evaluation2024, in recognition of the overall economic environment,continuing uncertainty of future rates and increased risk of forecasts being materially inaccurate as a subjective assessmentresult, the Committee intends to maintain the use of market expectations, and specific tactics to support our strategy.wider performance ranges.

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

Corporate Goals — CEO and CFO

The table below provides a summary of the level of achievement and payout earned by our CEO and CFO under our STI program.

       
Corporate Goal Performance Range Actual
Performance
 Resulting
Payout
Factor
[a]
 Weight
[b]
 % of target
Earned
[a] x [b]
 Min Target Max
Modified EBITDA(1)  -30.00  0.00  20.00  -12.38  79.37  40  31.75
Modified Pretax Margin(2)  3.15  5.40  9.26  4.72  84.88  30  25.46
Modified Return on Equity(3)  5.09  8.72  14.95  8.87  102.42  30  30.73
Combined Payout Factor                                87.94% 

 Performance range numbers are rounded.

Financial Goal

(1)

Description

Pre-Tax Margin

Modified EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is calculated by adjusting EBITDA to remove the effect of investment and other gains (losses), as well as the effects of non-recurring, unusual and/or extraordinary items as determined by the Board of Directors of the Company, from EBITDA. The Performance Range of -30% to 20% denotes the deviation from Target performance with 0% being performance at Target.

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(2)Modified Pretax

Pre-Tax Margin is on an adjusted basis and calculated by dividing modified pretax profits by modified gross revenues.

(3)Modified Return on Equity is calculated by dividing modified net income attributable to Company, which is calculated by removing effect of certain items including, but not limited to, certain unusual income tax expense or benefit as determined by the Board of Directors of the Company, from net earnings attributable to Company, by modified average stockholders’ equity, which is calculated by subtracting accumulated other comprehensive income and accumulated non-controlling interest from stockholders’ equity.

Corporate and Business-Specific Goals — Other NEOs

The table below provides a summary of the level of achievement and payout earned by each of our NEOs, excluding our CEO and CFO, under our STI program. The STI payout for these NEOs is based on combination of Corporate Goals and Business-Specific Goals.

        
NEO Business-Specific Goal Performance Range Actual
Performance
 Resulting
Payout
Factor
[a]
 Weight
[b]
 % of
target
Earned
[a] x [b]
 Min Target Max
John L. Killea  Modified EBITDA(1)
   -30.00  0.00  20.00  -12.38  79.37  24  19.05
    Modified Pretax Margin(2)
   3.15  5.40  9.26  4.72  84.88  18  15.28
    Modified Return on Equity(3)
   5.09  8.72  14.95  8.87  102.42  18  18.44
    Project Attainment(4)
   65.00  80.00  95.00  100.00  200.00  30  60.00
    Budget Attainment(5)
   5.00  0.00  -5.00  -6.20  200.00  10  20.00
Combined Payout Factor                                132.76% 
Steven M. Lessack  Modified EBITDA(1)
   -30.00  0.00  20.00  -12.38  79.37  30  23.81
    Modified Pretax Margin(2)
   3.15  5.40  9.26  4.72  84.88  15  12.73
    Modified Return on Equity(3)
   5.09  8.72  14.95  8.87  102.42  15  15.36
    Modified Operating Revenue Improvement(6) – International Operations, Commercial Services, Specialty Services, Specialty Insurance & Risk Management and Asset Preservation   -20.17  14.04  36.85  4.30  85.72  10  8.57
    Modified EBITDA(1) –  International Operations, Commercial Services, Specialty Services, Specialty Insurance & Risk Management and Asset Preservation   25.67  36.68  44.01  30.30  71.12  30  21.34
Combined Payout Factor                                81.81% 
David A. Fauth  Modified EBITDA(1)
   -30.00  0.00  20.00  -12.38  79.37  30  23.81
    Modified Pretax Margin(2)
   3.15  5.40  9.26  4.72  84.88  15  12.73
    Modified Return on Equity(3)
   5.09  8.72  14.95  8.87  102.42  15  15.36
    Modified Operating Revenue Improvement(6) – Title & Escrow Fulfillment Services, Direct Operations Core Retail, and Relocation Services   -28.97  1.47  21.77  1.95  102.40  10  10.24
    Modified EBITDA(1) – Title & Escrow Fulfillment Services, Direct Operations Core Retail, and Relocation Services   17.10  24.44  29.32  21.45  79.60  30  23.88
Combined Payout Factor                                86.03% 

(1)Modified EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is calculated by adjusting EBITDA to remove the effect of investment and other gains (losses), as well as the effects of non-recurring, unusual and/or extraordinary items as determined by the Board of Directors of the

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Company, from EBITDA. The Performance Range of -30% to 20% denotes the deviation from Target performance with 0% being performance at Target.
(2)Modified Pretax Margin is calculated by dividing modified pretaxpre-tax profits by modified gross revenues. Modifications remove the effect of investment and other gains (losses), as well as the effects of non-recurring,non-recurring, unusual and/or extraordinary items as determined by the Board of Directors of the Company.Committee.

Net Revenue

(3)Modified Return

Net Revenue is on Equity is calculated by dividing modified net income attributable to Company by modified average stockholders’ equity, which isan adjusted basis and calculated by subtracting accumulated other comprehensive income and accumulated non-controlling interest“Amounts retained by independent agencies” from stockholders’ equity.modified gross revenue. Modifications remove the effect of investment and other gains (losses), as well as the effects of non-recurring,non-recurring, unusual and/or extraordinary items as determined by the Board of Directors of the Company.Committee.

(4)Project Attainment is measured by the percentage completion of the annual strategic initiatives assigned to the specific executive as assessed by the CEO and as approved by the Compensation Committee.
(5)Budget Attainment is the percentage variance between actual expenses and budget expenses for service center executives.
(6)Modified Operating Revenue Improvement is calculated by dividing the year-over-year change in Modified Operating Revenue by the prior year Modified Operating Revenue.Modified Operating Revenue is calculated by adjusting Operating Revenue to remove the effect of investment and other gains (losses), as well as the effects of non-recurring, unusual and/or extraordinary items as determined by the Board of Directors of the Company.

Calculating STI Payout

Actual STI award27

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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

Made and integrated acquisitions to expand service offerings, enhance technological capabilities, and grow market presence in certain strategic markets;

Continued to strengthen talent in key senior leadership positions;

Continued to lead the Company’s efforts to make progress on Sustainability objectives;

Continued to champion a culture of caring and community outreach; and

Continued to improve our employee value proposition by dedicating resources to enhance our health and welfare benefits offering, provide more learning and development opportunities for eachall employees, and support employee engagement.

David C. Hisey

Improved processes to more effectively support acquisitions in different stages;

Demonstrated progress towards enhancing capital, cash management and investment frameworks to improve returns; and

Continued to strengthen organization talent through successful hiring and succession planning.

Steven M. Lessack

Demonstrated progress on key leadership succession plans;

Demonstrated progress in market share growth in key markets; and

Implemented and executed operational improvements to increase revenue and reduce costs.

Tara S. Smith

Completed title production state expansion and enhanced the quality of our NEOsproduct in several key states;

Implemented model to support growth of key commercial accounts;

Continued deployment of technology solutions and enhancements to improve the experience of our Agents; and

Demonstrated progress towards revenue growth in key markets.

Elizabeth K. Giddens

Supported the Company’s sustainability efforts in partnership with the Sustainability Committee, and advised the Board and management with respect to corporate governance matters;

Demonstrated progress on leadership education for newly hired and acquired leaders;

Expanded Underwriter Mentorship Program; and

Launched new initiatives focused on Underwriter development.

Additionally, payout on the individual qualitative metric is capped at the higher of 1) Financial Metrics result or 2) Target payout.

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Table of Contents

Corporate Performance Goals — Mr. Eppinger, Mr. Hisey, and Ms. Giddens

Goal Weight

Goal


Performance Range

2023 Result

Actual
Payout as a
% of Target

Minimum

Target

Maximum

60%

Corporate Pre-Tax Margin

1.65%

5.15% – 5.65%

9.15%

3.2%

72.1%

20%

Corporate Net Revenue

$1,306M

$1,632M

$1,958M

$1,444M

71.2%

Corporate and Business Unit Performance Goals — Mr. Lessack

Goal Weight

Goal


Performance Range

2023 Result

Actual Payout as a % of Target

Minimum

Target

Maximum

16%

Corporate Pre-Tax Margin

1.65%

5.15% – 5.65%

9.15%

3.2%

72.1%

4%

Corporate Net Revenue

$1,306M

$1,632M

$1,958M

$1,444M

71.2%

48%

Contribution Margin (BU)(1)

19.7%

26.2%

32.7%

22.2%

69.2%

12%

Net Operating Revenue (BU)(1)

$788.8M

$1,051.7M

$1,314.7M

$879.2M

67.2%

(1)The Business Unit (“BU”) for Mr. Lessack includes Direct Operations, Commercial Services, Asset Preservation Inc., Relocation Services, Stewart Insurance & Risk Management, and International Operations. Contribution Margin and Net Operating Revenue are calculated by combiningbased on aggregate results and on an adjusted basis following the weighted payout factorssame description for Pre-Tax Margin and Net Revenue, respectively.

Corporate and Business Unit Performance Goals — Ms. Smith

Goal Weight

Goal


Performance Range

2023 Result

Actual Payout as a % of Target

Minimum

Target

Maximum

32%

Corporate Pre-Tax Margin

1.65%

5.15% – 5.65%

9.15%

3.2%

72.1%

8%

Corporate Net Revenue

$1,306M

$1,632M

$1,958M

$1,444M

71.2%

8%

Contribution Margin (BU)(1)

32.1%

45.8%

59.5%

36.1%

64.7%

32%

Net Operating Revenue (BU)(1)

$158.3M

$243.5M

$328.8M

$187.2M

67.0%

(1)The Business Unit (“BU”) for Ms. Smith is Agency Services. Contribution Margin and Business-Specific Goals,Net Operating Revenue are calculated based on aggregate results and multiplyingon an adjusted basis following the combined factor bysame description for Pre-Tax Margin and Net Revenue, respectively.

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The following table shows the calculation of each NEO’s actual 2023 short-term incentive bonus based on the target STI opportunity — asand total payout multiple from the results shown in the table below:tables above. The Committee approved the payout of the individual qualitative metric at target for each NEO in recognition of their individual achievements and demonstrated leadership competencies. The Committee also considered the performance of the Company and believed that the executive officers and NEOs appropriately balanced short-term disciplined cost management activities with long-term investments that will benefit the Company and shareholders in the long term in a difficult operating environment.

NEO

Short-Term
Incentive
Target

Financial
Metrics Payout
(80% Weight)

Individual
Qualitative
Metric Payout
(20% Weight)

Total
Payout
Multiple
(1)

2023
Short-Term
Incentive
Payout

Frederick H. Eppinger

$       1,191,250

71.9%

100.0%

77.5%

         923,527

David C. Hisey

         513,500

71.9%

100.0%

77.5%

         398,096

Steven M. Lessack

         674,267

69.6%

100.0%

75.7%

         510,896

Tara S. Smith

         359,900

69.2%

100.0%

75.4%

         271,358

Elizabeth K. Giddens

         350,000

71.9%

100.0%

77.5%

         271,341

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

         
 Corporate Goals Business-Specific Goals
NEO Payout
Factor
 Times
Weight
 [a]
Equals
Corp. Factor
 Payout
Factor
 Times
Weight
 [b]
Equals
Bus.
Factor
 [a] + [b]
Percent
of Target
Earned
 Times
Target STI
Opportunity
 Equals
Actual STI
Award
Matthew W. Morris  87.94  100  87.94           87.94 $550,000  $483,658 
J. Allen Berryman  87.94  100  87.94           87.94 $187,500  $164,883 
John L. Killea  87.94  60  52.76  200.00  40  80.00  132.76 $187,500  $248,930 
Steven M. Lessack  86.51  60  51.91  74.77  40  29.91  81.81 $285,000  $233,167 
David A. Fauth  86.51  60  51.91  79.66  40  31.86  86.03 $262,500  $225,846 

Long-Term Incentives

Long-Term Incentive (LTI) Plan for 2016

2023

We believe that long-termlong-term incentives that balance performance-based opportunities with service-based restrictions help usare critical to helping the Company achieve alignment of stockholdershareholder and executive officer interests by rewarding NEOs for the creation of sustained stockholdershareholder value and providing us with a means to attract, retain, and motivate high-caliber executivesthe high-caliber executive officers needed to attainachieve our desired performance goals.

Over the last several years, our approach to long-term incentives has evolved with our business strategy, feedback from our stockholders,For 2023, performance-based and market trends. For 2016, we continued to place the heaviest emphasis on performance-based incentives, with two-thirdstime-based restricted stock units represented 60% and 40%, respectively, of the overall annualtotal value of the award vesting contingent uponbased on the grant date fair value. This mix is intended to balance the achievement of specified financialperformance goals over a three-year performance period. The remaining thirdwith the importance of the award is provided in the formretaining key executive officers critical to executing our long-term strategy and delivering strong returns to our shareholders, and also recognizes market practices.

2023 Long-Term Awards (Number of time-based restricted shares that vest ratably in annual increments throughout the performance period based on continued service.Shares Underlying Awards)

Performance-Based Incentive Award

The Compensation Committee believes both relativethat LTI awards with multi-year vesting schedules encourage retention of key leaders and absolute metrics provide appropriate goals forcontribute 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 long-term incentive awards. Performance-based incentivestock, which closely aligns to the interests of our shareholders and is a key objective of our executive compensation program.

NEO

Time-Based Restricted
Stock Units

Performance Based
Restricted Stock Units

Frederick H. Eppinger

20,975

31,463

David C. Hisey

10,046

15,069

Steven M. Lessack

6,595

9,893

Tara S. Smith

3,520

5,280

Elizabeth K. Giddens

3,423

5,135

Time-Based Restricted Stock Units

Time-based equity awards use both a relative total stockholder return (“TSR”) metric versus the Russell 2000 Financial Services Index Companies (“Comparative Group”) and an absolute earnings per share (“EPS”) growth metric. Each metric counts equally in the annual LTI plan for 2016.


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The following table shows the percentage of 2016 performance-based shares that will vest based on the level of performance achieved. No performance-based shares will vest if performance does not exceed the threshold level. Fifty-percent of the shares will vest if threshold performance is achieved, 100% will vest if target performance is achieved, and 200% of the shares will vest if maximum performance is achieved. Vesting is capped at 200% in the case of maximum performance:

    
                                                                                                                                                                                                    2016 Performance-Based Incentive Award*
   TSR vs. Comparative Group
50% of Performance-Based Award
 EPS Growth
50% of Performance-Based Award
   Level of
Performance
Achieved
 Percentage of
TSR Portion
Vesting
 Level of
Performance
Achieved
 Percentage
of EPS Portion
Vesting
Threshold  40th percentile   50  5  50
Target  60th percentile   100  10  100
Maximum  100th percentile   200  15  200

*Performance between performance levels will be interpolated.

Time-Based Incentive Award

Time-based incentive awards,are granted in the form of restricted stock units. These are intended to encourage the retention of our NEOs whileand align their interests with those of shareholders by providing a continuing incentive to increase stockholder value since theshareholder value. The realized value of the award will dependdepends on the Company’s share price at the time an award vests. This award receives a one-third weighting in the annual LTI plan for 2016.

Time-basedawarded units vest. The time-based restricted stock vestsunits vest in equal annual installments over three years from the grant date of the award.

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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 Pre-Tax Margin (as defined previously) in three out of seven quarters beginning with Q2 2023 and ending with Q4 2024. If the performance restriction is not met, then the full award grant.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. The time restriction is considered met on the third anniversary of the grant date.

The Committee considered many different metrics but decided to maintain 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 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 Pre-Tax Margin target for 2023, the Committee considered many factors including historical Pre-Tax Margin 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 2023 grant at 5.0%. 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 promote a strong pay and performance alignment. The use of 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. This means that for executive officers to realize any upside over the three-year vesting period, shareholder returns must be actively employed throughpositive.

The Decision-Making Process

The Committee, Management, and the three-year vesting periodCommittee’s independent compensation consultant collaborate in order to earndesigning the full award. At each vesting date, any awards earned are settledexecutive officer compensation plans with the shared goal of developing and implementing a program that will assist the Company in sharesthe accomplishment of SISCO Common Stock.its strategic objectives, provide meaningful reward opportunities for NEOs and other executive officers, and promote shareholder value.

2016 Target Award Grants

The target award valuesRole of the long-term incentives awarded to eachCompensation 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 was expressed as a percentageand 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 base salary as follows:

     
NEO Target LTI
(as a % of
Base Salary)
 Target LTI at Grant
 TSR
Performance
Shares
( 1/3)
 EPS
Performance
Shares
( 1/3)
 Time-Based
Restricted
Shares
( 1/3)
 Total Value
($)
Matthew W. Morris  200  9,821   9,821   9,821  $1,099,854 
J. Allen Berryman  85  2,845   2,845   2,845  $318,612 
John L. Killea  85  2,845   2,845   2,845  $318,612 
Steven M. Lessack  50  2,120   2,120   2,120  $237,419 
David A. Fauth  60  1,874   1,874   1,874  $209,869 

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 target number of shares isCEO’s recommendations are based on the target value divided by closing priceachievement of targeted metrics, performance of the stock ($37.33 on 12/31/2015) onindividual’s respective business or function, the trading day before the grant date (01/01/2016).

2016 Special CEO Award Grant

In additionindividual’s contribution to the awards set forth above,Company’s short-term and as an additional incentive to outperformlong-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.

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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 businesscompensation philosophy. As part of this process, management engages with the Committee regarding the information provided on market trends, potential compensation plan our CEO was given a special one-time grantdesigns, and industry trends, before making recommendations to the Committee. In support of 15,0002023 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 shares tied to achieving a specific level of earnings per share (“EPS”). The award will vest 100% if EPS equals or exceeds $4.00 as oflevels including threshold and maximum performance levels, and plan components for the short-term and long-term incentive plans.

At the end of any calendar years of 2016, 2017, or 2018. None of the shares will vest if EPS never equals or exceeds $4.00 during this three2023 performance year, period.

Using a closing stock price on 12/31/2015 of $37.33, this grant has a value of $559,950.


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2014 Performance Share Grants

In 2014, our NEOs were granted TSR performance share awards which could be earned based upon our TSRmanagement reviewed metric-based performance relative to goals in 2023 for each executive officer, and the companiesCEO 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 2023 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;

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, which encourage consistent behavior and reward long-term, sustained Company performance;

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Prohibiting trading of derivatives or hedging by executive officers and directors, as required in the Russell 2000 Financial Services Index throughCompany’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 a termination by the endCompany for cause;

Ensuring that the Company’s executive officer compensation program is overseen by a committee of 2016. Based upon our performance at the 50.25th percentileindependent 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 the index through the end of 2016, our NEOs earned a payout at 76.75% of target for those awards, as summarized below:equity awards.

   
NEO Target Number
of TSR
Performance
Shares
 Payout Factor
(% of Target)
 Number of
Shares Earned
Matthew W. Morris  8,053   76.75  6,180 
J. Allen Berryman  2,830   76.75  2,172 
John L. Killea  2,693   76.75  2,066 
Steven M. Lessack  2,250   76.75  1,726 
David Fauth  652   76.75  500 

In 2014, our NEOs were granted performance share awards tied to Earnings Per Share (EPS), which was one-third of their total target long-term incentive award, and one half of their performance based incentive award, which could be earned based upon our performance against pre-determined modified EPS growth targets, through the end of 2016. Based upon our performance of an EPS compounded annual growth rate of -10.72% through the end of 2016, our NEOs earned a payout at 0% of target for those awards, as summarized below:

   
NEO Target Number
of EPS
Performance
Shares
 Payout Factor
(% of Target)
 Number of
Shares Earned
Matthew W. Morris  8,053   0  0 
J. Allen Berryman  2,829   0  0 
John L. Killea  2,692   0  0 
Steven M. Lessack  2,249   0  0 
David Fauth  652   0  0 

2014 KEEP Awards

In 2014, our NEOs were granted a one-time “challenge” performance share award under the Key Employee Equity Plan (KEEP). The plan performance period for KEEP was January 2, 2014 through December 31, 2016 and was based on achievement of an aggressive threshold of $5 EPS. Performance shares would vest immediately if performance levels were met. If the $5 EPS threshold was not achieved by December 31, 2016, there would be no payout under this plan. These have subsequently expired with no shares earned.

Other Practices, Policies and Guidelines

Stock Ownership Guidelines

The Compensation Committee bases a large partA significant focus of itsour compensation philosophy is on aligning the interests of our executivesexecutive officers with those of our stockholders.shareholders. In 2017, the Company changed itsimplemented stock ownership guidelines, as presented in the table below.

Stock Ownership Guidelines — Required OwnershipUnder the established stock ownership guidelines, the required levels of ownership as a Multiplemultiple of Salary

  
 2016 2017
CEO  6.0x   5.0x 
Other NEOs  0.3x – 1.0x   2.0x 

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

The Compensation Committee annually monitors whether the executives have appropriate stock ownership requirements based on their incentive plan targets and stock price, and adjusts the requirements


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accordingly. In addition, they monitor whether the executives have satisfied or are making progress of executive officers toward satisfying the stock ownershipachieving those guidelines. In making this determination, the Compensation Committee considers Common Stock deemed to be held in the Stewart 401(k) Savings Plan, Common Stock beneficially owned by the executive officer (but excluding options whether or not exercisable), and time-basedtime-based restricted stock granted to the executive.executive officer.

As of December 31, 2016, each NEO had2023, Messrs. Eppinger, Hisey, Lessack and Ms. Smith have achieved the former stock ownership guidelines. The new guidelines, implemented in 2017, result in the CEO and the CFO having achieved thetheir respective guideline ownership levels. Ms. Giddens is still within the five-year timeframe to comply.

Named Executive Officer

Guideline Ownership Level as
Multiple of Salary

Frederick H. Eppinger

5x

David C. Hisey

2x

Steven M. Lessack

2x

Tara S. Smith

2x

Elizabeth K. Giddens

2x

Equity Award Policies

The Compensation Committee has a policy against making equity grants to our executivesexecutive officers until any material non-publicnon-public information has been disclosed to the public.

Clawback

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 Companyclaw 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 the Board reserve the right to recover (or “clawback”) from certain current and/or former key employees any wrongfully earned performance-based compensation, including stock-basedannual cash-based bonus awards under the following circumstances:our STIP.

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There is a restatement of Company financials due

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 material noncompliance with any financial reporting requirement;

The Board determines that the current or former employee has willfully committed an act of fraud, dishonesty or recklessnessinsulate them from changes in the performanceCompany’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 hisour securities, margin accounts or her dutiespledges of our securities, and hedges or monetization transactions involving our securities that contributed to the noncompliance that resulted in the requirement to restate Company financials; and
The cash incentive or performance-based equity compensation would have been less valuable than what was actually awarded or paid based upon the application of the correct financial results.

These provisions are designed to deteroffset 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 prevent detrimental behavior and to protectborrowing against any account in which our investors from financial misconduct.securities are held isprohibited.

Health and Welfare Plans

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

Defined Contribution Plan

The primary tax qualified long-termlong-term compensation plan we have for ouroffered to Company employees in the United States is the Stewart 401(k) Savings Plan. Our executives alsoExecutive officers participate in this plan on the same terms as our other associates.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. The Company established the Stewart Information Services Corporation 1999 Salary Deferred Compensation Plan (“the Deferred Compensation Plan”), effective January 1, 1999, and amended and restated it on January 1, 2005, in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations (T.D. 9321) thereunder, and further amended and restated it on August 27, 2009. 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. The followingNone of the NEOs were active incontributed to this plan for 2016: Matthew W. Morris and David A. Fauth.in 2023.


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Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code limits the deductibility of executive compensation paid in excess of $1,000,000 per year. The 2016 compensation program is intended to be deductible by the Company. Even though the Company believes it is currently in compliance with Section 162(m), there may be instances when certain awards cannot be designed, or otherwise fail, to satisfy the requirements of Section 162(m) and may not be deductible.

ExecutiveOfficer Employment Agreements

The Board has approved, based on the recommendation of the Compensation Committee, the provision of certain post-terminationpost-termination benefits to our executive officers to obtainencourage their continued leadership and commitment in the benefitsevent of their services and attention to our affairs.a change in control. In exchange for the benefits we provideprovided under each agreement, our executive officers are required to agree to certain confidentiality, non-competitionnon-competition, and cooperationnon-solicitation covenants which our Compensationthe Committee believes are valuable to us when an executive’sexecutive officer’s employment terminates. In addition, the Compensation Committee believes that weexecutive officers should providebe provided with an inducement for our executive officers 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’sexecutive 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:initial three-year employment term for the CEO and one-year employment term for all other executives. Followingfollowing the completion of the initial term, each agreement will automatically be extended annually for one-year terms,a one-year term, unless at least ninety90 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 December31, 2025. 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 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.

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

STI

Short-Term and LTILong-Term Incentive Participation:opportunity to participate in the Company’s STIshort- and LTIlong-term incentive plans are subject to annual review by the Compensation Committee. No agreements include any guaranteed amounts are paid under either our STIshort-term or LTI,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 so called “fringefringe benefits.

Perquisites:perquisites are limited to car allowance,include normal paid association and membership dues, as needed for the position, executive development up to $5,000, financial planning services, and additional executive life insurance and disability benefits for all NEOs,NEOs. Mr. Eppinger received a monthly housing allowance and country club dues forparticipated in the CEO.

Severance and Change in Control Provisions:  described in more detail in the “Potential Payments upon Termination or Change in Control” section, starting on page 37. Based on a review of peer group practices by Pearl Meyer, it was determined that the multiples for base salary in the event of termination under Change in Control were below market. The Compensation Committee approved this change in principle to 3x for the CEO and 2x for the other NEOs on January 22, 2015.
Director Charitable Matching Gift Program in 2023. 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-FriendlyStockholder-Friendly Requirements:minimum Company stock ownership requirements and restricted covenants including confidentiality, non-competition,non-competition, and non-solicitation.

non-solicitation.

TheOption Agreement Amendment

As previously disclosed, on March 8, 2023, the Compensation Committee believes the employment agreements provide assuranceadopted an amendment (the “Option Amendment”) to the NEOsoutstanding stock option award agreements, other than any such agreements with Mr. Eppinger. The Option Amendment provides that, if the option holder’s employment with the Company is terminated in connection with a Qualifying Retirement (as defined below), the exercise period for such option shall be extended to the lesser of five years from the date of such Qualifying Retirement and the remaining term of the option. The Compensation Committee adopted the Option Amendment in order to harmonize the terms of its stock option award agreements with the terms of its restricted stock unit award agreements — which was an issue initially highlighted for the Compensation Committee in connection with the retirement of a former executive officer at the end of 2022. Additionally, the Compensation Committee determined that it was appropriate to extend the exercise period so that retirement eligible employees would not defer retirement when stock options may be underwater due to factors primarily related to the current macroeconomic environment.

A Qualifying Retirement means (a) such employee’s employment is terminated by articulatingreason of (i) voluntary resignation by the employee at or after age sixty (60) with at least five (5) years of continuous employment termswith the Company or a subsidiary of the Company or (ii) voluntary resignation by the employee at or after age sixty-five (65), and (b) such employee executes, delivers, and does not subjectrevoke, a full release of claims against the Company on or after the date the employee ceases to change exceptbe employed by annual action.the Company in the form provided by the Company.


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EXECUTIVE COMPENSATION

Summary of Compensation

The following table summarizes compensation information for each of our NEOs for the three years ended December 31, 2016,2021, 2022, and 2023, for each year they were NEOs.

Summary Compensation Table

Name and Principal Position

Year

Salary

Stock Awards(1)

Option Awards(2)

Non-Equity Incentive Plan Compensation(3)

All Other Compensation(4)

SEC Total

Frederick H. Eppinger
Chief Executive Officer

2023

$

953,000

$

2,144,190

  

$

923,527

$

142,210

$

4,162,926

2022

$

953,000

$

2,144,198

  

$

671,432

$

171,683

$

3,940,313

2021

$

879,750

$

1,583,464

$

406,440

$

2,199,375

$

78,626

$

5,147,655

David C. Hisey
Chief Financial Officer and Treasurer

2023

$

513,500

$

1,026,952

  

$

398,096

$

48,826

$

1,987,374

2022

$

513,500

$

1,396,900

  

$

289,427

$

103,980

$

2,303,807

2021

$

493,750

$

789,975

$

202,763

$

987,500

$

128,578

$

2,602,566

Steven M. Lessack
Group President

2023

$

674,267

$

674,194

  

$

510,896

$

52,144

$

1,911,501

2022

$

674,267

$

674,139

  

$

374,045

$

62,360

$

1,784,811

2021

$

565,000

$

701,863

$

116,008

$

1,130,000

$

89,170

$

2,602,041

Tara S. Smith
Group President

2023

$

359,900

$

359,832

  

$

271,358

$

38,935

$

1,030,025

2022

$

359,900

$

359,867

  

$

224,193

$

38,111

$

982,071

2021

$

305,000

$

243,946

$

62,619

$

610,000

$

29,922

$

1,251,487

Elizabeth K. Giddens
Chief Legal Officer and Corporate Secretary

2023

$

350,000

$

349,937

  

$

271,341

$

23,305

$

994,583

(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, 2023. More information on fiscal 2023 Stock Awards is set forth in ‘‘Compensation Discussion and Analysis — Elements of 2023 NEO Compensation — Long-term Incentives’’ and in ‘‘Grants of Plan-Based Awards’’ below.

        
Name and Principal
Position
(a)
 Year
(b)
 Salary
($)
(c)
 Bonus
($)(1)
(d)
 Stock
Awards
($)(2)(3)
(e)
 Non-Equity
Incentive Plan
Compensation
($)(4)
(g)
 Change in
Defined
Benefit Plan
Value &
Nonqualified
Deferred
Compensation
Earnings
($)(5)
(h)
 All Other
Compensation
($)(6)
(i)
 SEC
Total
($)
(j)
Matthew W. Morris
Chief Executive Officer
  2016   550,000        1,659,804   483,658        59,609   2,753,071 
  2015   500,000        874,959   520,164        69,716   1,964,839 
  2014   450,000        3,487,494        1,051   24,157   3,962,702 
J. Allen Berryman(7)
Chief Financial Officer
  2016   375,000        318,612   164,883        29,476   887,971 
  2015   350,000        297,468   185,754        33,764   866,986 
  2014   325,500        2,229,673   58,113        12,615   2,625,901 
John L. Killea
Chief Legal Officer
  2016   375,000        318,612   248,930        60,186   1,002,728 
  2015   350,000        297,468   231,124        65,124   943,716 
Steven M. Lessack(8)
Group President
  2016   475,000   125,000   237,419   233,167        396,919   1,467,505 
  2015   400,000        220,018   318,695        285,245   1,223,958 
  2014   400,000        2,620,002   190,526        187,544   3,398,072 
David A. Fauth
Group President
  2016   350,000        209,869   225,846        10,674   796,389 

(2)Represents grant date fair value of stock options granted to each NEO in the designated year completed in accordance with FASB ASC Topic 718.

(1)Represents a bonus for repatriation back to the U.S. for Mr. Lessack.
(2)Represents grant date fair value of stock awards granted in the designated year completed in accordance with FASB ASC Topic 718. For additional information regarding such computations and any related assumptions, see Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016. More information on fiscal 2016 Stock Awards is set forth in “Compensation Discussion and Analysis — Elements of 2016 NEO Compensation — Long-term Incentives” on page 28 and in “Grants of Plan-Based Awards” below. The grant date fair value is the closing price of the stock ($37.33 on 12/31/2015) on the trading day before the grant date (01/01/2016). For Mr. Morris, this also includes the special one-time award in 2016 tied to achieving an EPS of at least $4.00 in calendar years 2016, 2017, or 2018. This grant consists of 15,000 performance shares with a grant value of $559,950 if performance is achieved.
(3)Stock awards in 2014 include the value of a one-time “challenge” Performance Share Award under the Key Employee Equity Plan (KEEP). The plan performance period for the KEEP was January 1, 2014 through December 31, 2016. The award was only earned upon achievement of an earnings per share threshold of $5 by December 31, 2016. The $5.00 EPS goal was not achieved by December 31, 2016 and all shares were forfeited.
(4)The dollar amounts listed represent cash incentive awards paid to the NEOs. More information on fiscal 2016 Non-Equity Incentive Plan Compensation is set forth in “Compensation Discussion and Analysis —  Elements of 2016 Named Executive Officer Compensation,” and “Compensation Discussion and Analysis — 2016 Performance Metrics, Goals, Results, and Bonus Payouts.”
(5)No NEO realized nonqualified deferred compensation plan earnings in 2016 that were above market (greater than 120% of the applicable federal long-term rate). More information may be found in the “Nonqualified Deferred Compensation” table below.
(6)See the following table captioned “All Other Compensation.”

TABLE OF CONTENTS(3)Represents cash incentive awards paid to the NEOs. More information on fiscal 2023 Non-Equity Incentive Plan Compensation is set forth in “Compensation Discussion and Analysis — Elements of 2023 Named Executive Officer Compensation,” and “Compensation Discussion and Analysis — 2023 Performance Metrics, Goals, Results, and Bonus Payouts.”

(7)On February 9, 2017, the Company announced that its Chief Financial Officer, Allen Berryman, had announced his plans to retire from the Company. Mr. Berryman will remain with the Company through the transition to his successor.
(8)Effective Jan 30, 2017, Mr. Lessack relinquished his duties on senior management's executive team and is no longer an executive officer. He will continue to serve in his current position and report to our Chief Operating Officer, Timothy Okrie.

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

All Other Compensation

Item

Frederick H.
Eppinger

David C.
Hisey

Steven M.
Lessack

Tara S.
Smith

Elizabeth K.
Giddens

Other Compensation

      

Life Insurance

$

7,848

$

6,480

$

15,157

$

922

$

1,190

Long-Term Disability Insurance Premiums – UNUM IDI

$

5,027

$

6,836

$

3,132

$

3,768

$

1,133

Long-Term Disability Insurance Premiums Group Basic LTD

$

723

$

723

$

723

$

723

$

723

Restricted Stock Dividends

$

49,287

$

24,387

$

10,732

$

7,197

$

0

401(k) Matching Contribution

$

10,400

$

10,400

$

10,400

$

10,400

$

10,400

Perquisites

          

Auto Allowance

    

$

12,000

    

Director Charitable Matching Gift Program

$

5,000

        

Financial Planning Services

$

15,925

    

$

15,925

$

9,860

Housing Allowance

$

48,000

        

Total

$

142,210

$

48,826

$

52,144

$

38,935

$

23,305

36

Table of Contents

     
Item Matthew W.
Morris
 J. Allen
Berryman
 John L.
Killea
 Steven M.
Lessack
 David A.
Fauth
Other Compensation
                         
Life insurance premiums(1)  1,169   4,937   33,897   40,445   2,696 
Long-term disability insurance premiums  4,154   5,913   6,961   6,680   5,835 
Restricted stock dividends(2)  33,211   11,426   10,928   9,028   2,143 
Cost of living adjustment related to foreign assignment(3)                 17,349      
Taxes related to foreign assignment(3)                 281,999      
Tax equalization related to foreign assignment(3)                 16,559      
Tax return preparation(3)                 11,859      
Perquisites
                         
Personal use of company-owned auto or car allowance  12,400   7,200   8,400   13,000      
Country club dues  8,675                     
Totals $59,609  $29,476  $60,186  $396,919  $10,674 

(1)A bonus for life insurance premiums for Mr. Killea includes $5,284 for executive group variable universal life insurance, and $28,613 for split dollar insurance. A bonus for life insurance premiums for Mr. Lessack includes $7,848 for group variable universal life insurance, and $32,597 for split dollar insurance.
(2)Includes dividends paid in cash (on 2014 grant that vested December 31, 2016) as well as accumulated dividends that were payable upon vesting (on 2016 time based grant that vested on December 31, 2016) as follows: Matthew W. Morris: $29,284(cash)/$3,928 (accumulated); J. Allen Berryman: $10,289 (cash)/$1,138 (accumulated); John L. Killea: $9,791 (cash)/$1,138 (accumulated); David Fauth: $1,394 (cash)/$749 (accumulated); Steven M. Lessack: $8,180 (cash)/$847 (accumulated).
(3)These amounts for Steven M. Lessack are in relation to working outside the home country.

TABLE OF CONTENTS

Grants of Plan-Based Awards

The following table sets forth information concerning individual grants of plan-basedplan-based equity and non-equitynon-equity awards for the year ended December 31, 2016.2023.

Name

2023
Grant
Date

Short-Term Incentive Plan Awards

Performance
Based
Long-Term
Incentive Plan
Awards

Time Based
Long-Term
Incentive
Plan Awards

Stock
Options

Grant Date
Fair Value of
LTI Awards

Threshold

Target

Maximum

Frederick H.
Eppinger

Jan 1(1)

$

595,625

$

1,191,250

$

2,382,500

     

Mar 8(2)

      

31,463

  

$

1,286,522

Mar 8(3)

       

20,975

 

$

857,668

David C. 
Hisey

Jan 1(1)

$

256,750

$

513,500

$

1,027,000

     

Mar 8(2)

      

15,069

  

$

616,171

Mar 8(3)

       

10,046

 

$

410,781

Steven M.
Lessack

Jan 1(1)

$

337,134

$

674,267

$

1,348,534

     

Mar 8(2)

      

9,893

  

$

404,525

Mar 8(3)

       

6,595

 

$

269,670

Tara S.
Smith

Jan 1(1)

$

179,950

$

359,900

$

719,800

     

Mar 8(2)

      

5,280

  

$

215,899

Mar 8(3)

       

3,520

 

$

143,933

Elizabeth K.
Giddens

Jan 1(1)

$

175,000

$

350,000

$

700,000

     

Mar 8(2)

      

5,135

  

$

209,970

Mar 8(3)

       

3,423

 

$

139,966

(1)Reflects 2023 Short-term Incentive Award. More information on fiscal 2023 Non-Equity Incentive Plan Awards is set forth in “Compensation Discussion and Analysis — 2023 Performance Metrics, Goals, Results, and Bonus Payouts.”

Estimated Future Payouts under
Non-Equity Incentive Plan Awards
Estimated Future Payouts under
Equity Incentive Plan Awards
All Other
Stock Awards:
Number of
Shares of Stock
or Units
(#)
(i)
Grant Date
Fair Value of
Stock and
Option
Awards
($)
(l)
Name
(a)
Grant Date
(b)
Threshold
($)
(c)
Target
($)
(d)
Maximum
($)
(e)
Threshold
(#)
(f)
Target
(#)
(g)
Maximum
(#)
(h)
Matthew W. Morris1/1/2016(1)
275,000550,0001,100,000
1/1/2016(2)
9,82119,64239,284733,236
1/1/2016(3)
15,000559,950
1/1/2016(4)
9,821366,618
J. Allen Berryman1/1/2016(1)
93,750187,500375,000
1/1/2016(2)
2,8455,69011,380212,408
1/1/2016(4)
2,845106,204
John L. Killea1/1/2016(1)
93,750187,500375,000
1/1/2016(2)
2,8455,69011,380212,408
1/1/2016(4)
2,845106,204
Steven M. Lessack1/1/2016(1)
142,500285,000570,000
1/1/2016(2)
2,1204,2408,480158,279
1/1/2016(4)
2,12079,140
David A. Fauth1/1/2016(1)
131,250262,500525,000
1/1/2016(2)
1,8743,7487,496139,913
1/1/2016(4)
1,87469,956

(1)Reflects 2016 Short-term Incentive Award. More information on fiscal 2016 Non-Equity Incentive Plan Awards is set forth in “Compensation Discussion and Analysis — 2016 Performance Metrics, Goals, Results, and Bonus Payouts.”
(2)Reflects Long-term Performance Share Award. More information on fiscal 2016(2)Reflects grant of Performance-Based Restricted Stock Units. For the performance restriction to be met, the Company must achieve 5.0% or greater Pre-Tax Margin in three of seven quarters from Q2 2023 through Q4 2024. 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 ($40.89 on March 8, 2023) on the grant date. More information on fiscal 2023 Equity Incentive Plan Awards is set forth in “Compensation Discussion and Analysis — Long-Term Incentive Plan for 2016.” The grant date fair value is the closing price of the stock ($37.33 on 12/31/2015) on the trading day before the grant date (01/01/2016).
(3)Reflects a special one-time award in 2016 tied to achieving an EPS of at least $4.00 in calendar years 2016, 2017, or 2018. This grant consists of 15,000 performance shares. More information on fiscal 2016 Equity Incentive Plan Awards is set forth in “Compensation Discussion and Analysis — Long-Term Incentive Plan for 2016.”
(4)Reflects Long-term Incentive Restricted Stock Award. More information on fiscal 2016 Equity Incentive Plan Awards is set forth in “Compensation Discussion and Analysis — Long-Term Incentive Plan for 2016.” The grant date fair value is the closing price of the stock ($37.33 on 12/31/2015) on the trading day before the grant date (01/01/2016).

TABLE OF CONTENTS

Option Exercises and Analysis — Long-Term Incentive Plan for 2023.”

(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 ($40.89 on March 8, 2023) on the grant date. More information on fiscal 2023 Equity Incentive Plan Awards is set forth in “Compensation Discussion and Analysis — Long-Term Incentive Plan for 2023.”

Stock Vested

The following table includes time-based shares granted in 2020, 2021, and 2022 that vested in the 2023 calendar year.

Name

Number of
Shares Acquired
on Vesting

Value Realized
on Vesting

Frederick H. Eppinger

15,805

$

699,705

David C. Hisey

7,783

$

344,826

Steven M. Lessack

3,798

$

162,189

Tara S. Smith

2,378

$

104,267

37

Table of Contents

    
 Option Awards Stock Awards
Name
(a)
 Number of
Shares
Acquired on
Exercise
(#)
(b)
 Value Realized on
Exercise
($)
(c)
 Number of
Shares
Acquired on
Vesting
(#)
(d)
 Value Realized
on Vesting
($)
(e)
Matthew W. Morris  1,600   32,976   18,750   850,210 
J. Allen Berryman            6,835   303,925 
John L. Killea            5,788   266,711 
Steven M. Lessack            4,750   218,880 
David A. Fauth            2,286   105,338 

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, 2016.2023.

Outstanding Equity Awards at Fiscal Year-End

This table includes time-based restricted stock units granted in 2021, 2022 and 2023 and performance-based units granted in 2021, 2022, and 2023. 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. The closing price on December 31, 2023, the last trading day in 2023, was $58.75.

 

Option Awards

Stock Awards

Name
(a)

Grant Date

Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)

Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)

Option
Exercise
Price
($/Sh)

Option
Expiration
Date

Number of
Time-Based
Shares or
Units That
Have Not
Vested
(#)

Market
Value of
Time-Based
Shares or
Units That
Have Not
Vested
($)

Number of
Performance-
Based Shares
or Units That
Have Not
Vested
(#)

Market
Value of
Performance-
Based Shares
or Units That
Have Not
Vested
($)

Frederick H.
Eppinger

2/7/2020

143,437

 

39.76

2/7/2030

    

3/10/2021

21,993

21,994

53.24

3/10/2031

4,967

291,811

9,904(1)

581,860

3/9/2022

    

8,879

521,641

0(2)

0

3/8/2023

    

20,975

1,232,281

31,463(3)

1,848,451

David C.
Hisey

2/7/2020

71,250

 

39.76

2/7/2030

    

3/10/2021

10,972

10,972

53.24

3/10/2031

2,477

145,524

4,942(1)

290,343

3/9/2022

    

9,997(4)

587,324

0(2)

0

3/8/2023

    

10,046

590,203

15,069(3)

885,304

Steven M. 
Lessack

2/7/2020

22,125

 

39.76

2/7/2030

    

3/10/2021

6,278

6,277

53.24

3/10/2031

1,418

83,308

2,826(1)

166,028

3/9/2022

    

2,791

163,971

0(2)

0

3/8/2023

    

6,595

387,456

9,893(3)

581,214

Tara S. 
Smith

2/7/2020

19,443

 

39.76

2/7/2030

    

3/10/2021

3,388

3,389

53.24

3/10/2031

765

44,944

1,526(1)

89,653

3/9/2022

    

1,490

87,538

0(2)

0

3/8/2023

    

3,520

206,800

5,280(3)

310,200

Elizabeth K.
Giddens

3/8/2023

    

3,423

201,101

5,135(3)

301,681

(1)Performance-based Restricted Stock Units that vest following the end of the three-year measurement period when the Committee certifies if the performance restriction is met. For the performance restriction to be met, the Company must achieve 6.75% or greater Pre-Tax Margin in two of the four calendar year quarters in 2021, 2022, and 2023, with each calendar year representing approximately one-third of the granted units. As of December 31, 2023, the performance restriction was expected to be met for 2021 and 2022 and not met for 2023. Units shown in the table reflect the expected payout of approximately two-thirds of the granted units. On February 28, 2024, the Committee certified that the performance restriction was met for the 2021 and 2022 performance periods. The performance restriction was not met for the 2023 performance period.

(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 7.75% or greater Pre-Tax Margin in three of seven quarters from Q2 2022 through Q4 2023. As of December 31, 2023, the performance restriction was not expected to be met. Units shown in the table reflect the expected payout of 0% of the granted units. On February 28, 2024, the Committee certified that the performance restriction was not met and 100% of the granted units were forfeited.

(3)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 5.0% or greater Pre-Tax Margin in three of seven quarters from Q2 2023 through Q4 2024.

(4)Includes 5,745 Time-based Restricted Stock Units that vest on the second anniversary of the grant date.

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Table of Contents

       
 Option Awards   Stock Awards
Name
(a)
 Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
(b)
 Option
Exercise
Price
($)
(e)
 Option
Expiration
Date
(f)
 Number of
Shares or Units
of Stock That
Have Not
Vested
(#)
(g)
 Market Value
of Shares or
Units of Stock
That Have Not
Vested
($)
(h)
 Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)
(i)
 Equity
Incentive Plan
Awards:
Market or
Payout Value of
Unearned
Shares, Units of
Other Rights
That Have Not
Vested
($)
(j)
Matthew W. Morris(1)                 14,422   664,566   50,390   2,321,971 
J. Allen Berryman(1)                 4,574   210,770   11,044   508,908 
John L. Killea(1)                 4,574   210,770   11,044   508,908 
Steven M. Lessack(1)                 3,394   156,396   8,200   377,856 
David A. Fauth(1)                 3,602   165,980   7,150   329,472 

(1)Represents performance-based and time-vested restricted stock awards granted in 2015 and 2016. The shares granted in 2014 have a vesting date of December 31, 2016. The closing price on 12/30/2016, the last trading day in 2016, was $46.08. The shares granted in 2015 have a vesting date of December 31, 2017. For Mr. Morris, this includes a special one-time award in 2016 tied to achieving an EPS of at least $4.00 in calendar years 2016, 2017, or 2018. This grant consists of 15,000 performance shares.

Nonqualified Deferred Compensation Plans

The Company previously established the Stewart Information Services Corporation 1999 Salary Deferred Compensation Plan (the “Deferred Compensation Plan”), effective January 1, 1999, and amended and restated on August 27, 2009. The Deferred Compensation Plan is a nonqualified deferred compensation plan maintained primarily to provide deferred compensation benefits for a select group of management or highly compensated employees. 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. The following NEOs participated in the Deferred Compensation Plan in 2016: Matthew W. Morris and David A. Fauth.as described on page 34. None of our NEOs deferred 2023 compensation under the plan or have an existing balance.

Nonqualified Deferred Compensation

     
Name
(a)
 Executive
Contributions
in Last
Fiscal Year
($)
(b)
 Company
Contributions
in Last
Fiscal Year
($)
(c)
 Aggregate
Earnings
in Last
Fiscal Year
($)
(d)
 Aggregate
Withdrawals/
Distributions
in Last
Fiscal Year
($)
(e)
 Aggregate
Balance at
Last Fiscal
Year-End
($)
(f)
Matthew W. Morris  30,336        6,950        88,283 
John L. Killea            8,055        125,592 
David A. Fauth  16,004        4,747        72,073 

TABLE OF CONTENTS

Potential Payments upon Termination or Change in Control

Each of the executivesNEOs (or their beneficiaries) would beare entitled to certain payments upon termination of employment. InThe table below represents the casepayments owed under each termination category.

Payment

Death

Disability

Retirement(1)

Involuntary Termination without “Cause” or Voluntary Resignation for “Good Reason”(1)

Involuntary Termination without “Cause” or Voluntary Resignation for
“Good Reason” in
connection with
Change in
Control
(1)

Accrued Amounts(2)

Yes

Yes

Yes

Yes

Yes

Retirement or Severance Payments

Not applicable

Not applicable

None for CEO; 1 times base salary for other NEOs

2 times base salary for CEO; 1 times base salary for other NEOs

2 times base salary for all NEOs

Short-Term Incentive

Prorated incentive target for full months employed

Prorated incentive target for full months employed

None for CEO; 1 times incentive target for other NEOs

Not applicable

2 times incentive target for all NEOs

Time-Based Long-Term Incentive

Delivered per vesting schedule on a pro-rata basis

Delivered per vesting schedule on a pro-rata basis

None for CEO; Delivered per vesting schedule without proration for other NEOs

Delivered per vesting schedule on a pro-rata basis

Accelerated and fully vested at target(3)

Performance-Based Long-Term Incentive

Delivered per vesting schedule on a pro-rata basis, upon attainment of performance criteria

Delivered per vesting schedule on a pro-rata basis, upon attainment of performance criteria

None for CEO; Delivered per vesting schedule on a pro-rata basis, upon attainment of performance criteria for other NEOs

Delivered per vesting schedule on a pro-rata basis, upon attainment of performance criteria

Accelerated and fully vested at target(3)

Stock Options(4)

Only vested Stock Options are exercisable

Only vested Stock Options are exercisable

Only vested Stock Options are exercisable

Only vested Stock Options are exercisable

Accelerated and fully vested

COBRA Continuation (Medical Insurance)

Not applicable

Employer paid portion up to 12 months

None for CEO; Employer paid portion up to 12 months for other NEOs

Employer paid portion up to 18 months for CEO; 12 months for other NEOs

Employer paid portion up to 18 months for CEO; 12 months for other NEOs

Outplacement Services

Not applicable

Not applicable

Not applicable

None for CEO; Up to $10,000 for other NEOs

None for CEO; Up to $10,000 for other NEOs

(1)A general release of death, these would include the following “Accrued Amounts”: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.

39

Table of Contents

Any portion

(2)As of the executive’sdate of termination, any accrued but unpaid base salary, and accrued but unused vacation time, that shall have been earned prior to the termination but not yet paid;

Any short-termunpaid short-term incentive and long-termlong-term incentive payments for the prior fiscal year, that shall have been earned prior to the termination and not yet paid;
Anyvested employee benefits (401(k) Plan) that have vestedand 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 date of termination as2018 Incentive Plan and 2020 Incentive Plan, all grants require a result of participation in any of the Company’s benefit plans; and

Any expenses with respect“double trigger” to which they are entitled to reimbursement.

In addition, the executive would generally be entitled to an amount equal to the executive’s STI target for the fiscal year the death occurs, pro-rated for the number of full months of employment completed in that fiscal year.

In the case of disability resulting in the executive’s termination of employment, the executive is generally entitled to:

Accrued Amounts;
An extension of medical and dental benefits at the employee rate for up to 12 months; and
An amount equal to the executive’s STI target for the fiscal year the disability occurs, pro rated for the number of full months of employment completed in that fiscal year;

In the case of retirement and in exchange for a general release of claims, the executive is generally entitled to:

Accrued Amounts;
Twelve to twenty-four months of base salary (2x base for CEO; 1x base for all other executives);
A continuation of the employer paid portion of medical benefits for up to 12 months under COBRA;
All unvested time-based long-term incentive compensation according to theaccelerate or modify vesting schedule;
All unvested performance-based long-term incentive compensation vested on a pro-rata basis at the end of the performance period, based on actual results compared to target objectives at the end of the incentive period, provided threshold performance objectives are achieved.

In the case of involuntary termination without “Cause” or in the case of voluntary termination by the executive for “Good Reason” in exchange for a general release of claims, the executive is generally entitled to:

Accrued Amounts;
Twelve to thirty-six months of base salary (3x base for CEO; 1x base for all other executives);
A continuation of the employer paid portion of medical benefits for up to 12 months under COBRA;
All unvested time-based long-term incentive compensation according to the vesting schedule if executive was actively employed at least 25% of the applicable performance period;
All unvested performance-based long-term incentive compensation vested on a pro-rata basis at the end of the performance period, based on actual results compared to target objectives at the end of the incentive period, provided threshold performance objectives are achieved; and
Outplacement services not to exceed $10,000.

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In case of termination in connection withconditions after a change in control, requiring both a change in exchange forcontrol event and a general releasequalifying termination of claims,employment before any vesting will be accelerated.

(4)In the executive is generally entitled to:

Accrued Amounts;
Twenty-four to thirty-six monthsevent of base salary (3x base for CEO; 2x base for alldeath 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 executives), plus target short term incentive;
Twotermination categories, vested Stock Options must be exercised on the earlier of 60 days following the termination of employment or three times the annual short-term incentive plan target (3x target for CEO; 2x target for all other executives);
A continuation of the employer paid portion of medical benefits for up to 12 months under COBRA;
All unvested long-term incentive compensation becomes fully vested at target and unrestricted as a result of this type of termination; and
Outplacement services not to exceed $10,000.
Expiration Date.

All executivesNEOs are required to sign a document obligating confidentiality, non-competitionas well as a 12-month non-competition and non-solicitation agreement.non-solicitation covenant. If executive violates the NEOs violate any provisions, the executive forfeits anythey 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 upon the conclusion of the employment term on 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, 2023. Long-term incentive values reflect the closing price of our Common Stock of $58.75 on December 31, 2023 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 $58.75 on December 31, 2023 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.

Frederick H. Eppinger

Death

Disability

Retirement(1)

Involuntary
Termination
without “Cause”
or Voluntary
Resignation for
“Good Reason”

Involuntary
Termination
without “Cause”
or Voluntary
Resignation for
“Good Reason” in
connection with
Change in Control

Cash Severance or Retirement Payments

      

$

1,906,000

$

1,906,000

Short-Term Incentive

$

1,191,250

$

1,191,250

    

$

2,382,500

Time-Based Long-Term Incentive

$

1,050,215

$

1,050,215

  

$

1,050,215

$

2,045,734

Performance-Based Long-Term Incentive

$

2,272,215

$

2,272,215

  

$

2,272,215

$

3,895,771

Stock Options

$

2,845,050

$

2,845,050

  

$

2,845,050

$

2,966,237

COBRA Continuation (Medical Insurance)

  

$

18,045

  

$

27,067

$

27,067

Total

$

7,358,730

$

7,376,775

$

0

$

8,100,547

$

13,223,309

(1)As of December 31, 2023, per his employment agreement Mr. Eppinger was not eligible for retirement benefits and would therefore not receive any payments under that termination category.

40

Table of Contents

       
Matt Morris Retirement
($)
 Involuntary
Termination
Without Cause
or Termination
for Good
Reason
($)
 For Cause
Termination
($)
 Termination
in Connection
with a
Change in
Control
($)
 Change in
Control
($)
 Disability
($)
 Death
($)
Cash Severance  1,100,000   1,650,000   0   1,650,000   0   0   0 
Nonequity Incentive Compensation  0   1,650,000   0   1,650,000   0   550,000   550,000 
Performance Shares and Restricted Stock  2,333,491   2,333,491   0   2,986,537   2,986,537   2,333,491   2,333,491 
Continuation of Insurance Benefits  16,523   16,523   0   16,523   0   16,523   0 
Excise Tax Gross-Up  0   0   0   0   0   0   0 
Outplacement  0   10,000   0   10,000   0   0   0 
Total  3,450,014   5,660,014   0   6,313,060   2,986,537   2,900,014   2,883,491 

David C. Hisey

Death

Disability

Retirement

Involuntary
Termination
without “Cause”
or Voluntary
Resignation for
“Good Reason”

Involuntary
Termination
without “Cause”
or Voluntary
Resignation for
“Good Reason” in
connection with
Change in Control

Cash Severance or Retirement Payments

    

$

513,500

$

513,500

$

1,027,000

Short-Term Incentive

$

513,500

$

513,500

$

513,500

  

$

1,027,000

Time-Based Long-Term Incentive

$

846,235

$

846,235

$

1,323,050

$

846,235

$

1,323,050

Performance-Based Long-Term Incentive

$

1,105,675

$

1,105,675

$

1,105,675

$

1,105,675

$

1,883,290

Stock Options

$

1,413,493

$

1,413,493

$

1,413,493

$

1,413,493

$

1,473,949

COBRA Continuation (Medical Insurance)

  

$

18,045

$

18,045

$

18,045

$

18,045

Outplacement Services

      

$

10,000

$

10,000

Total

$

3,878,903

$

3,896,948

$

4,887,263

$

3,906,948

$

6,762,333

Steven M. Lessack

Death

Disability

Retirement

Involuntary
Termination
without “Cause”
or Voluntary
Resignation for
“Good Reason”

Involuntary
Termination
without “Cause”
or Voluntary
Resignation for
“Good Reason” in
connection with
Change in Control

Cash Severance or Retirement Payments

    

$

674,267

$

674,267

$

1,348,534

Short-Term Incentive

$

674,267

$

674,267

$

674,267

  

$

1,348,534

Time-Based Long-Term Incentive

$

321,656

$

321,656

$

634,735

$

321,656

$

634,735

Performance-Based Long-Term Incentive

$

689,020

$

689,020

$

689,020

$

689,020

$

1,199,558

Stock Options

$

454,746

$

454,746

$

454,746

$

454,746

$

489,332

COBRA Continuation (Medical Insurance)

  

$

7,909

$

7,909

$

7,909

$

7,909

Outplacement Services

      

$

10,000

$

10,000

Total

$

2,139,689

$

2,147,597

$

3,134,943

$

2,157,597

$

5,038,601

41

Table of Contents

       
J. Allen Berryman Retirement
($)
 Involuntary
Termination
Without Cause
or Termination
for Good
Reason
($)
 For Cause
Termination
($)
 Termination
in Connection
with a
Change in
Control
($)
 Change in
Control
($)
 Disability
($)
 Death
($)
Cash Severance  375,000   375,000   0   750,000   0   0   0 
Nonequity Incentive Compensation  0   0   0   375,000   0   187,500   187,500 
Performance Shares and Restricted Stock  591,160   591,160   0   719,677   719,677   591,160   591,160 
Continuation of Insurance Benefits  11,008   11,008   0   11,008   0   11,008   0 
Excise Tax Gross-Up  0   0   0   0   0   0   0 
Outplacement  0   10,000   0   10,000   0   0   0 
Total  977,168   987,168   0   1,865,685   719,677   789,668   778,660 

Tara S. Smith

Death

Disability

Retirement(1)

Involuntary
Termination
without “Cause”
or Voluntary
Resignation for
“Good Reason”
(1)

Involuntary
Termination
without “Cause”
or Voluntary
Resignation for
“Good Reason” in
connection with
Change in Control

Cash Severance or Retirement Payments

      

$

359,900

$

719,800

Short-Term Incentive

$

359,900

$

359,900

    

$

719,800

Time-Based Long-Term Incentive

$

172,138

$

172,138

  

$

172,138

$

339,281

Performance-Based Long-Term Incentive

$

369,303

$

369,303

  

$

369,303

$

641,785

Stock Options

$

387,890

$

387,890

  

$

387,890

$

406,564

COBRA Continuation (Medical Insurance)

  

$

18,578

  

$

18,578

$

18,578

Outplacement Services

      

$

10,000

$

10,000

Total

$

1,289,230

$

1,307,809

$

0

$

1,317,809

$

2,855,808

(1)As of December 31, 2023, Ms. Smith was not retirement eligible due to her age and therefore would not receive any payments under that termination category.

Elizabeth K. Giddens

Death

Disability

Retirement(1)

Involuntary
Termination
without “Cause”
or Voluntary
Resignation for
“Good Reason”

Involuntary
Termination
without “Cause”
or Voluntary
Resignation for
“Good Reason” in
connection with
Change in Control

Cash Severance or Retirement Payments

      

$

350,000

$

700,000

Short-Term Incentive

$

350,000

$

350,000

    

$

700,000

Time-Based Long-Term Incentive

$

66,975

$

66,975

  

$

66,975

$

201,101

Performance-Based Long-Term Incentive

$

100,521

$

100,521

  

$

100,521

$

301,681

Stock Options

          

COBRA Continuation (Medical Insurance)

          

Outplacement Services

      

$

10,000

$

10,000

Total

$

517,496

$

517,496

$

0

$

527,496

$

1,912,783

(1)As of December 31, 2023, Ms. Giddens was not retirement eligible due to her age and therefore would not receive any payments under that termination category.


42

Table of Contents

TABLE OF CONTENTS

       
John L. Killea Retirement
($)
 Involuntary
Termination
Without Cause
or Termination
for Good
Reason
($)
 For Cause
Termination
($)
 Termination
in Connection
with a
Change in
Control
($)
 Change in
Control
($)
 Disability
($)
 Death
($)
Cash Severance  375,000   375,000   0   750,000   0   0   0 
Nonequity Incentive Compensation  0   0   0   375,000   0   187,500   187,500 
Performance Shares and Restricted Stock  591,160   591,160   0   719,677   719,677   591,160   591,160 
Continuation of Insurance Benefits  10,375   10,375   0   10,375   0   10,375   0 
Excise Tax Gross-Up  0   0   0   0   0   0   0 
Outplacement  0   10,000   0   10,000   0   0   0 
Total  976,536   986,536   0   1,865,053   719,677   789,036   778,660 

       
Steven M Lessack Retirement
($)
 Involuntary
Termination
Without Cause
or Termination
for Good
Reason
($)
 For Cause
Termination
($)
 Termination
in Connection
with a
Change in
Control
($)
 Change in
Control
($)
 Disability
($)
 Death
($)
Cash Severance  475,000   475,000   0   950,000   0   0   0 
Nonequity Incentive Compensation  0   0   0   570,000   0   285,000   285,000 
Performance Shares and Restricted Stock  438,712   438,712   0   534,252   534,252   438,712   438,712 
Continuation of Insurance Benefits  5,911   5,911   0   5,911   0   5,911   0 
Excise Tax Gross-Up  0   0   0   0   0   0   0 
Outplacement  0   10,000   0   10,000   0   0   0 
Total  919,624   929,624   0   2,070,163   534,252   729,624   723,712 

       
David Fauth Retirement
($)
 Involuntary
Termination
Without Cause
or Termination
for Good
Reason
($)
 For Cause
Termination
($)
 Termination
in Connection
with a
Change in
Control
($)
 Change in
Control
($)
 Disability
($)
 Death
($)
Cash Severance  350,000   350,000   0   700,000   0   0   0 
Nonequity Incentive Compensation  0   0   0   525,000   0   262,500   262,500 
Performance Shares and Restricted Stock  411,756   411,756   0   495,452   495,452   411,756   411,756 
Continuation of Insurance Benefits  16,523   16,523   0   16,523   0   16,523   0 
Excise Tax Gross-Up  0   0   0   0   0   0   0 
Outplacement  0   10,000   0   10,000   0   0   0 
Total  778,279   788,279   0   1,746,975   495,452   690,779   674,256 

TABLE OF CONTENTS

Compensation of Directors

Our directors received fees as follows during the year ended December 31, 2016:2023:

Name

Fees Earned or
Paid in Cash

Stock
Awards
(1)

All Other
Compensation
(2)

Total

Thomas G. Apel

$

220,000

$

85,000

$

5,000(3)

$

310,000

C. Allen Bradley, Jr.

$

102,500

$

85,000

$

5,000(3)

$

192,500

Robert L. Clarke

$

35,000

$

170,000

$

5,000(3)

$

210,000

William S. Corey

$

110,000

$

85,000

$

5,000(3)

$

200,000

Deborah Matz

$

107,500

$

85,000

$

5,000(3)

$

197,500

Matthew W. Morris

$

85,000

$

85,000

$

5,000(3)

$

175,000

Karen R. Pallotta

$

112,500

$

85,000

$

0   

$

197,500

Manolo Sanchez

$

107,500

$

85,000

$

5,000(3)

$

197,500

Helen Vaid

$

80,327

$

67,388

$

0   

$

147,715

(1)The annual stock award to non-management directors elected at the 2023 annual meeting of stockholders was valued based on the market value per share of Common Stock at the close of business on May 17, 2023. The non-management directors received approximately $85,000 or $170,000 in unrestricted stock as noted, rounded to the nearest whole share, with the exception of Helen Vaid, who was appointed to the Board effective August 1, 2023, and appointed to committees effective November 9, 2023, for which she received pro-rated annual and committee retainers.

(2)The directors are eligible to participate in the Director Compensation

Charitable Matching Gift Program from the Stewart Title Foundation. Under this program, an eligible director’s total charitable gifts of up to $5,000 per calendar year will qualify. The Stewart Title Foundation will contribute to charitable organizations an amount equal to 1 to 1 the contribution made by the eligible director.

       
Name
(a)
 Fees Earned
or Paid in
Cash
($)
(b)
 Bonus
($)
 Stock
Awards(1)
($)
(c)
 Change in
Defined Benefit
Plan Value and
Nonqualified
Deferred
Compensation
Earnings
($)
(d)
 Non-Equity
Incentive Plan
Compensation
($)
(e)
 All Other
Compensation
($)
(g)
 Total
($)
(h)
Arnaud Ajdler  110,000        60,000             3,000   173,000 
Thomas G. Apel  155,250        60,000(2)             5,000   220,250 
C. Allen Bradley(3)  13,150        19,726                  32,876 
James Chadwick  102,000        60,000             4,000   166,000 
Glenn C. Christenson  119,250        60,000             4,000   183,250 
Robert L. Clarke  74,250        106,000                  180,250 
Frederick H.
Eppinger(3)
  13,150        19,726                  32,876 
Frank Keating(3)  76,000        106,000             5,000   187,000 
Laurie C. Moore(3)  123,000        60,000                  183,000 
Malcolm S. Morris(4)  275,000(5)   150,000(6)                  1,980,435(7)   2,405,435 
Stewart Morris, Jr.(4)  275,000(5)   150,000(6)                  1,700(7)   426,700 
Clifford Press(4)  34,000        32,400             1,000   67,400 

(1)The annual stock award to non-management directors elected at the 2016 annual meeting of stockholders was valued based on the market value per share of Common Stock at the close of business on the first business day following the 2016 annual meeting. The annual stock retainer for directors elected subsequent to the 2016 annual meeting was prices as of the date of appointment, and prorated from date of appointment until the 2017 annual meeting of stockholders.
(2)In 2015, in addition to his annual stock Board retainer of $60,000, we paid Mr. Apel an additional stock bonus of $100,000 for his additional workload and settlement negotiations in connection with a potential proxy contest.
(3)On December 28, 2016, Laurie C. Moore and Governor Frank Keating resigned from the Board of Directors and the Board of Directors appointed C. Allen Bradley and Frederick H. Eppinger as new directors of the Company.
(4)On October 17, 2016, Malcolm S. Morris and Stewart Morris, Jr., resigned from the Board of Directors in connection with the Company’s settlements with Starboard and Foundation, and, concurrent therewith, the Board appointed Matthew W. Morris and Clifford Press as directors.
(5)Malcolm S. Morris and Stewart Morris, Jr. received salaries under their employment agreements with the Company in lieu of SISCO’s director fees.
(6)Malcolm S. Morris and Stewart Morris, Jr. received transition incentive payments under their employment agreements with the Company. More information may be found under “Compensation of Malcolm S. Morris and Stewart Morris, Jr.” in this section.
(7)As more fully described in our 2016 proxy statement, the Company paid $1.98 million to Malcolm S. Morris in settlement of certain claims related to his split-dollar life insurance policy. The anticipated deadline for settlement of certain claims related to a split dollar life insurance policy for Stewart Morris, Jr. as disclosed in the Company’s 2016 proxy statement has been extended and negotiations are pending at this time.

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

Compensation for our non-managementnon-management directors for 20162023 consisted of:of cash compensation consisting offor annual retainers, for all Board members and Committee Chairs, equity compensation consisting of stock awards, and certain other compensation. Each of the current components of our non-managementnon-management director compensation is described in more detail below. In 2016,2023, we paid an annual retainerretainers to Board members, Committee Chairs, and Committee Chairsmembers as follows:

Annual

Board cash Board retainer of $40,000

Annual$85,000

Board unrestricted stock Board retainer of $60,000, which is fully vested at the time of grant

Annual cash $85,000

Chairman of the Board cash retainer of $70,000

Annual cash $125,000

Committee Chair cash retainers in the following amounts:

ºExecutive1 — $10,000
ºAudit — $15,000
ºCompensation — $10,000
ºNominating and Corporate Governance — $10,000

Meeting feesAudit — $35,000

Compensation — $20,000

Nominating and Corporate Governance — $17,500

Committee member cash retainers in the following amounts:

ºBoard of Directors — $3,000 in-person/$2,000 telephonic
ºAudit — $2,500
ºCompensation — $2,000
ºNominating and Corporate Governance — $2,000

Audit — $15,000

Compensation — $10,000

Nominating and Corporate Governance — $7,500

Directors have the option to take thetheir entire retainer in stock. They must notify the Secretary of such election by January 31 of each year. If they choose this option, they will be granted a 15% bonus on the portion that would otherwise be paid in cash, payable in stock only.

In the event a director must travel from out of state, an additional $1,000 fee is paid. 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.

43

Table of Contents

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 2023 total compensation, as disclosed in the Summary Compensation Table on page36, was used for this calculation since he served as the CEO of the Company for the entirety of 2023. The following methodology was used to calculate the median employee total compensation:

The Company’s total employee population was approximately 6,800 employees globally on December31, 2023. Compensation paid to employees in local currencies was converted to USD using exchange rates on December31, 2023.

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 2023.

Based on the foregoing, the CEO’s annual total compensation was 79.16 times the median of the annual total compensation of all employees, excluding the CEO, of $52,528.

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.

44

Table of Contents

Pay versus Performance Table

Year

Summary
Compensation
Table Total for
CEO
(1)

Compensation
Actually Paid to
CEO
(1,4)

Average
Summary
Compensation
Table Total
for Non-CEO
NEOs
(2)

Average
Compensation
Actually Paid
to Non-CEO
NEOs
(2,4)

Value of Initial Fixed $100
Investment Based On:

Net
Income
(In $M)

Pre-Tax
Margin

Total
Shareholder
Return

Peer Group
Total
Shareholder
Return
(3)

2023

$

4,162,926

$

5,057,657

$

1,480,871

$

1,736,423

163.93

161.31

$

30.40

2.70%

2022

$

3,940,313

$

(1,589,146)

$

1,722,672

$

153,723

114.37

117.11

$

162.30

7.60%

2021

$

5,147,655

$

10,064,576

$

2,132,088

$

3,589,953

206.56

123.24

$

323.20

13.10%

2020

$

4,037,845

$

5,933,605

$

1,557,325

$

2,381,666

122.55

94.84

$

154.90

9.50%

(1)Mr. Eppinger was the CEO for 2020, 2021, 2022, and 2023.

(2)Messrs. Hisey, Lessack, and Killea and Ms. Smith were non-CEO NEOs for 2020, 2021, and 2022. Mr. Hisey, Mr. Lessack, Ms. Smith, and Ms. Giddens were non-CEO NEOs for 2023.

(3)Peer Group used in 2023 calculations is the group of companies disclosed in the “Pay Comparator Group” section of the CD&A portion of the 2024 Stewart Information Services Corp. proxy filing, which discusses the companies that were added and removed from the peer group in 2023 and the criteria used to make such determinations.

Peer Group used in 2022 calculations, for fiscal year ended December 31, 2022, below:

(1)

American Equity Investment Life Holding Company

MGIC Investment Corporation

Argo Group International Holdings, Ltd.

Old Republic International Corporation

CNO Financial Group, Inc.

ProAssurance Corporation

Employers Holdings, Inc.

Radian Group Inc.

Enstar Group Limited

RLI Corp.

First American Financial Corporation

Safety Insurance Group, Inc.

Hilltop Holdings Inc.

Selective Insurance Group, Inc.

Horace Mann Educators Corporation

The Company will not have an Executive Committee starting in 2017Hanover Insurance Group, Inc.

James River Group Holdings, Ltd.

United Fire Group, Inc.

Mercury General Corporation

All Other Compensation

State Auto Financial Corporation was removed from the 2022 peer group since it was taken private and is no longer publicly traded.

        
Item Arnaud
Ajdler
 Thomas G.
Apel
 Clifford
Press
 James
Chadwick
 Glenn C.
Christenson
 Frank
Keating
 Malcolm
S. Morris
 Stewart
Morris, Jr.
Other Compensation
                                        
Travel fees(1)  3,000   5,000   1,000   4,000   4,000   5,000           
Restricted stock dividends                                        
Life insurance premiums                                435   1,700 
Split Dollar Insurance settlement(2)                                1,980,000      

Peer Group used in 2021 calculations, for fiscal year ended December 31, 2021, below:

(1)Directors who reside outside of the state receive a travel fee of $1,000 for attendance at in-person meetings.

American Equity Investment Life Holding Company

MGIC Investment Corporation

American National Insurance Company

Old Republic International Corporation

Argo Group International Holdings, Ltd.

ProAssurance Corporation

CNO Financial Group, Inc.

Radian Group Inc.

Employers Holdings, Inc.

RLI Corp.

Enstar Group Limited

Safety Insurance Group, Inc.

First American Financial Corporation

Selective Insurance Group, Inc.

Hilltop Holdings Inc.

State Auto Financial Corporation

Horace Mann Educators Corporation

The Hanover Insurance Group, Inc.

James River Group Holdings, Ltd.

United Fire Group, Inc.

Mercury General Corporation

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Table of Contents

National General Holdings Corporation was removed from the 2021 peer group, as it was acquired and is no longer publicly traded.

Peer Group used in 2020 calculations, for fiscal year ended December 31, 2020, below:

(2)

American Equity Investment Life Holding Company

MGIC Investment Corporation

American National Insurance Company

National General Holdings Corporation

Argo Group International Holdings, Ltd.

Old Republic International Corporation

CNO Financial Group, Inc.

ProAssurance Corporation

Employers Holdings, Inc.

Radian Group Inc.

Enstar Group Limited

RLI Corp.

First American Financial Corporation

Safety Insurance Group, Inc.

Hilltop Holdings Inc.

Selective Insurance Group, Inc.

Horace Mann Educators Corporation

State Auto Financial Corporation

James River Group Holdings, Ltd.

The Company paid $1.98 million to Malcolm S. Morris in settlement of certain claims related to a life insurance policy for Mr. Morris. The anticipated deadline for settlement of certain claims related to a split dollar life insurance policy for Stewart Morris, Jr. as disclosed in the Company’s 2016 proxy statement has been extended and negotiations are pending at this time.Hanover Insurance Group, Inc.

Mercury General Corporation

United Fire Group, Inc.

(4)The following table reflects the adjustments made to the Summary Compensation Table to determine Compensation Actually Paid.

2023

2022

2021

2020

Adjustments

CEO

Average
non-CEO NEOs

CEO

Average non-CEO NEOs

CEO

Average
non-CEO
NEOs

CEO

Average
non-CEO
NEOs

Summary Compensation Table Total

$

4,162,926

$

1,480,871

$

3,940,313

$

1,722,672

$

5,147,655

$

2,132,088

$

4,037,845

$

1,557,325

(-) Grant Date Fair Value of Stock Awards Granted in FY

$

2,144,190

$

602,729

$

2,144,198

$

786,920

$

1,583,464

$

533,345

$

764,982

$

197,905

(-) Grant Date Fair Value of Option Awards Granted in FY

$

0

$

0

$

0

$

58,070

$

406,440

$

120,859

$

763,085

$

197,429

(+) Stock Awards Granted in CFY and Unvested as of end of CFY

$

3,080,733

$

865,990

$

1,422,695

$

522,129

$

2,371,330

$

798,715

$

930,446

$

240,712

(+) Option Awards Granted in CFY and Unvested as of end of CFY

$

0

$

0

$

0

$

0

$

1,254,522

$

373,045

$

2,381,299

$

616,102

(+) Stock Awards Granted in Prior Years and Unvested as of end of CFY

$

685,382

$

141,837

$

(1,154,548)

$

(334,147)

$

866,847

$

141,439

$

112,081

$

65,028

(+) Option Awards Granted in Prior Years and Unvested as of end of CFY

$

221,475

$

51,955

$

(2,806,312)

$

(751,583)

$

2,471,764

$

639,508

$

0

$

0

(+) Stock Awards Granted in Prior Years and Vested during CFY

$

24,358

$

3,704

$

(500,682)

$

(67,164)

$

(1,475)

$

173,892

$

0

$

297,834

(+) Option Awards Granted in Prior Years and Vested during CFY

$

402,738

$

78,469

$

(346,414)

$

(93,194)

$

(56,163)

$

(14,531)

$

0

$

0

= Compensation Actually Paid

$

5,062,657

$

1,736,423

$

(1,589,146)

$

153,723

$

10,064,576

$

3,589,953

$

5,933,605

$

2,381,666


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The following graphs illustrate the relationship between compensation actually paid and Company performance using the metrics within the Pay versus Performance Table.

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Compensation of Malcolm S. Morris and Stewart Morris, Jr.

In 2011, the former Co-CEOs, Malcolm S. Morris and Stewart Morris, Jr. moved into non-operational roles with the Company, as Vice Chairmen

The following table provides a list of the Board, each with an annual salary of $275,000. At that time,most important performance measures used to ensure that their non-operational advisor relationships were clear and that their employment was limited in time, the Company entered into employment agreements with each of the Vice Chairmen. Per the terms of such employment agreements, an aggregate transition payment of $750,000 was to belink compensation actually paid to eachCompany performance.

Company-selected performance measures

Pre-Tax Margin

Company Total Revenue

Title Segment Operating Revenue

Title Market Share

Diluted EPS

Employee Engagement

Securities Authorized for Issuance under Equity Compensation Plans

The following table summarizes information relating to our common stock that may be issued under the Stewart Information Services Corporation 2020 Incentive Plan, as of December 31, 2023.

Plan category

Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights

Weighted-average
exercise price of
outstanding options,
warrants and rights

Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))

Equity compensation plans approved by security holders

1,192,053(1)

$

42.33

449,697

Equity compensation plans not approved by security holders

 

Total

1,192,053

$

42.33

449,697

(1)Consists of 546,363 Restricted Stock Units and Stock Options unvested and/or unexercised that were granted from the Vice Chairmen at a rate not to exceed $150,000 each year duringStewart Information Services Corporation 2018 Incentive Plan and 645,690 Restricted Stock Units, Performance Stock Units, and Stock Options unvested and/or unexercised that were granted from the first four yearsStewart Information Services Corporation 2020 Incentive Plan.

48

Table of the employment term. The final $150,000 annual payment is being made in March 2017.Contents

In 1986, we entered into agreements with each of Malcolm S. Morris and Stewart Morris, Jr., pursuant to which he or his designee is entitled to receive, commencing upon his death or attainment of the age of 65 years, 15 annual payments in amounts that will, after payment of federal income taxes thereon, result in a net annual payment of $133,333 to him. For purposes of such agreements, each beneficiary is deemed to be subject to federal income taxes at the highest marginal rate applicable to individuals. Such benefits are fully vested and are forfeited only if a beneficiary’s employment with us is terminated by reason of fraud, dishonesty, embezzlement or theft. Malcolm S. Morris began receiving his payments in 2011 when he turned age 65. Stewart Morris, Jr. began receiving his payments in 2013 when he turned age 65. Each receives his payment on or as soon as administratively feasible after his birthday each year.

Consistent with Company policy, as employees of the Company, the former Vice Chairmen received no cash, stock, or other fees for their service on the Board through October 17, 2016.

COMPENSATION COMMITTEE REPORT

To the Board of Directors of Stewart Information Services Corporation:

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section of thethis proxy statement with the Company’s management and, based on that review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

Members of the Compensation Committee

Glenn Christenson,Karen R. Pallotta, Chair
Arnaud Ajdler
James Chadwick

Dated: March 8, 2017Thomas G. Apel


TABLE OF CONTENTSWilliam S. Corey

PROPOSAL NO. 2

ADVISORY VOTE REGARDING THE COMPENSATION OF
STEWART INFORMATION SERVICES CORPORATION’S
NAMED EXECUTIVE OFFICERS

The Compensation Discussion and Analysis beginning on page 17 of this proxy statement describes the Company’s executive compensation program and the compensation decisions made by the Compensation Committee and the Board of Directors for 2016 with respect to our CEO and other executive officers named in the Summary Compensation Table on page 33 (whom we refer to as the NEOs). The Board of Directors is asking stockholders to cast a non-bindingHelen Vaid

Dated: March 22, 2024

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PROPOSAL NO. 2

ADVISORY VOTE REGARDING THE COMPENSATION OF
STEWART INFORMATION SERVICES CORPORATION’S
NAMED EXECUTIVE OFFICERS

The Compensation Discussion and Analysis beginning on page 21 of this proxy statement describes the Company’s executive compensation program and the compensation decisions made by the Compensation Committee and the Board of Directors for 2023 with respect to the CEO and other executive officers named in the Summary Compensation Table on page 36 (whom we refer to as the NEOs). The Board of Directors is asking stockholders to cast a non-binding advisory vote on the following resolution:

“RESOLVED, that the stockholders of the Company approve, on an advisory basis, the compensation of the Company’s executive officers named in the Summary Compensation Table, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis, the executive compensation tables and the related footnotes and narrative accompanying the tables).”

The Board of Directors is asking stockholders to support this proposal. While the advisory vote we are asking you to cast is non-binding, the Compensation Committee and the Board of Directors value the views of our stockholders and will take into account the outcome of the vote when considering future compensation decisions for our NEOs.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE ADVISORY RESOLUTION REGARDING THE COMPENSATION OF STEWART INFORMATION SERVICES CORPORATION’S NAMED EXECUTIVE OFFICERS.

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Table of Contents

PROPOSAL NO. 3

RATIFICATION OF THE APPOINTMENT OF
KPMG LLP
AS STEWART INFORMATION SERVICES CORPORATION’S
INDEPENDENT AUDITORS FOR 2024

KPMG LLP served as our principal independent auditors for our fiscal year ended December 31, 2023 and 2022. Our Audit Committee has reappointed KPMG LLP as our principal independent auditors for our fiscal year ending December 31, 2024. Our stockholders are being asked to vote to ratify the appointment of KPMG LLP. If the stockholders do not ratify the appointment, the Audit Committee will reconsider its selection of KPMG LLP and will either continue to retain this firm or appoint new independent auditors. Even if the appointment is ratified, the Audit Committee may, in its discretion, appoint different independent auditors at any time during the year if it determines that such a change would be in the Company’s and the stockholders’ best interests. We expect representatives of KPMG LLP to be present at the 2024 Annual Meeting with the opportunity to make a statement if they desire to do so, and to be available to respond to appropriate questions.

Audit and Other Fees

The following table sets forth the aggregate fees billed for professional services rendered by KPMG LLP for each of our last two fiscal years:

Year Ended December 31

2023

2022

Audit fees(1)

$       3,231,966

$       2,620,366

Audit-related

Tax fees(2)

$              6,345

$              2,070

All other fees

(1)Fees for the audit of our annual financial statements, the audit of the effectiveness of our internal controls over financial reporting, review of consolidated financial statements included in our Quarterly Reports on Form 10-Q, and services that are normally provided by KPMG LLP in connection with statutory and regulatory filings or engagements for the fiscal years shown.

(2)Fees for professional services rendered by KPMG LLP for tax compliance services.

The Audit Committee must preapprove all audit services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent auditors. Since May 6, 2003, the effective date of the SEC’s rules requiring preapproval of audit and non-audit services, 100% of the services identified in the preceding table were preapproved by the Audit Committee. The Audit Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant preapprovals of audit and permitted non-audit services, provided that the subcommittee will present all decisions to grant preapprovals to the full Audit Committee at its next scheduled meeting.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS STEWART INFORMATION SERVICES CORPORATION’S INDEPENDENT AUDITORS FOR 2024.

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Table of Contents

PROPOSAL NO. 4

APPROVAL OF THE FIRST AMENDMENT TO
THE STEWART INFORMATION SERVICES CORPORATION
2020 INCENTIVE PLAN

The Company is seeking the approval by its shareholders of an amendment to its 2020 Incentive Plan (the “Incentive Plan”). The Incentive Plan was originally approved by our Board of Directors on April 17, 2020, and by shareholders at the annual meeting of the Company’s shareholders held on June 4, 2020. The Incentive Plan initially authorized the issuance of 1,200,000shares, increased by the number of shares subject to awards forfeited under the Company’s 2018 Incentive Plan.

As of March 12, 2024, there were 507,067shares remaining available for future grants under the Incentive Plan. The Incentive Plan is the only Company equity plan from which shares remain available for future grants (excluding the Company’s Employee Stock Purchase Plan). The Compensation Committee of the Board of Directors and the Board of Directors considers this number to be inadequate to achieve the stated purpose of the Incentive Plan in the future; namely, to promote the long-term financial interests of the Company by: (i) encouraging directors, officers and employees of the Company to acquire an ownership position in the Company; (ii) enhancing the ability of the Company to attract and retain directors, officers and key employees of outstanding ability; and (iii) providing directors, officers and key employees with an interest in the Company aligned with that of the Company’s stockholders.

The Board of Directors has approved (upon the recommendation of the Compensation Committee and subject to stockholder approval), and stockholders are being asked to approve, an amendment to the Incentive Plan to increase the number of shares available for grant under the Incentive Plan from 1,200,000 to 2,300,000, increased by the number of shares subject to awards forfeited under the Company’s 2018 Incentive Plan, which will be documented through the First Amendment to the Incentive Plan (the “Amendment”). The Amendment is provided as Appendix I to this Proxy Statement. You should read Appendix I in its entirety, as the following summary of the Amendment is not exhaustive.

We expect the additional share authorization under the Amendment to the Incentive Plan to provide us with enough shares to make critical grants to our executives and other employees and non-employee directors for at least the next 4 years, with such timing dependent on a variety of factors, including the price of our shares and hiring activity during the next few years, forfeiture of outstanding awards, and noting that future circumstances may require us to change our current equity grant practices. However, we cannot predict our future equity grant practices, the future price of our shares or future hiring activity with any degree of certainty at this time, and the additional shares authorized under the Amendment to the Incentive Plan could last for a shorter or longer time.

The following table includes information regarding (i) all of the Company’s outstanding equity awards as of March 12, 2024, including outstanding stock options and (ii) the number of shares available for future awards under the Incentive Plan as of March 12, 2024:

Number of shares underlying outstanding options

635,872

Weighted average exercise price of outstanding options

$42.49

Weighted average remaining contractual term of outstanding options

6.1 years

Number of shares underlying outstanding full value awards

287,473

Shares available under the Incentive Plan

507,067

Shares requested for approval pursuant to the compensation disclosure rulesAmendment

1,100,000

Estimated total number of shares available for issuance under all plans (assuming approval of the U.S. Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis, the executive compensation tables and the related footnotes and narrative accompanying the tables).”Amendment)

The Board1,607,067

Number of Directors is asking stockholders to support this proposal. While the advisory vote we are asking you to cast is non-binding, the Compensation Committee and the Boardshares of Directors value the views of our stockholders and will take into account the outcome of the vote when considering future compensation decisions for our NEOs.common stock outstanding

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTEFOR THE APPROVAL OF THE ADVISORY RESOLUTION REGARDING THE COMPENSATION OF STEWART INFORMATION SERVICES CORPORATION’S NAMED EXECUTIVE OFFICERS.27,626,289


TABLE OF CONTENTS

PROPOSAL NO. 3

ADVISORY VOTE ON THE FREQUENCY OF
THE ADVISORY VOTE ON COMPENSATION OF
STEWART INFORMATION SERVICES CORPORATION’S
NAMED EXECUTIVE OFFICERS

Stockholders may vote on the resolution below regarding how often the Company will conduct a stockholder advisory vote on the compensation of our named executive officers. You may vote on whether you prefer an advisory vote every one, two, or three years, or to abstain.

“RESOLVED, that the stockholders be provided an opportunity for an advisory vote on the compensation of the Company’s named executive officers at the frequency (every one, two or three years) selected by the stockholders.”

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR AN ADVISORY VOTE ON THE COMPENSATION OF STEWART INFORMATION SERVICES CORPORATION’S NAMED EXECUTIVE OFFICERS EVERY YEAR.


TABLE OF CONTENTS

PROPOSAL NO. 4

RATIFICATION OF THE APPOINTMENT OF
KPMG LLP
AS STEWART INFORMATION SERVICES CORPORATION’S
INDEPENDENT AUDITORS FOR 2017

KPMG LLP served as our principal independent auditors for our fiscal year ended December 31, 2016. Our Audit Committee has reappointed KPMG LLP as our principal independent auditors for our fiscal year ending December 31, 2017. Our stockholders are being asked to vote to ratify the appointment of KPMG LLP. If the stockholders do not ratify the appointment, the Audit Committee will reconsider its selection of KPMG LLP and will either continue to retain this firm or appoint new independent auditors. Even if the appointment is ratified, the Audit Committee may, in its discretion, appoint different independent auditors at any time during the year if it determines that such a change would be in the Company’s and the stockholders’ best interests. We expect representatives of KPMG LLP to be present at the 2017 Annual Meeting with the opportunity to make a statement if they desire to do so, and to be available to respond to appropriate questions.

Audit and Other Fees

The following table sets forth the aggregate fees billed for professional services rendered by KPMG LLP for each of our last two fiscal years:

  
 Year Ended December 31
   2016 2015
Audit fees(1) $1,720,400  $1,718,000 
Audit-related fees  42,300   92,700 
Tax fees(2)  37,400   5,100 
All other fees      

(1)Fees for the audit of our annual financial statements, the audit of the effectiveness of our internal controls over financial reporting, review of financial consolidated statements included in our Quarterly Reports on Form 10-Q, and services that are normally provided by KPMG LLP in connection with statutory and regulatory filings or engagements for the fiscal years shown.
(2)Fees for professional services rendered by KPMG LLP primarily for tax compliance, tax advice and tax planning.

The Audit Committee must preapprove all audit services and permitted non-audit services (including the fees and terms thereof) to be performed for us by our independent auditors. Since May 6, 2003, the effective date of the SEC’s rules requiring preapproval of audit and non-audit services, 100 percent of the services identified in the preceding table were preapproved by the Audit Committee. The Audit Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant preapprovals of audit and permitted non-audit services, provided that the subcommittee will present all decisions to grant preapprovals to the full Audit

Highlights of the Incentive Plan

No Annual Evergreen Increase.    The Incentive Plan does not provide for any automatic annual increase in the number of shares of common stock available for issuance under the Incentive Plan.

Share Recycling.    The Incentive Plan prohibits the re-granting of shares that are tendered or withheld as full or partial payment of withholding or other taxes, or as payment for the exercise or conversion price of an award.

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No Repricing of Options or SARs.    The Incentive Plan prohibits repricing of stock options or SARs without stockholder approval (except for adjustments in accordance with changes in the Company’s capital structure).

Dividends & Dividend Equivalents Not Paid Until Award Vests.    Awards under the Incentive Plan may accrue dividends or dividend equivalents during the vesting or forfeiture restriction period, but payment shall not be permitted until such award’s restriction lapse or vesting is completed.

Limit on Awards to a Single Participant.    No Participant may receive awards with respect to more than 400,000shares in any calendar year and maximum number of shares that may be subject to options or restricted stock awards issued to a non-employee director during any calendar year may not exceed 10,000shares (subject, in each case, to adjustments in accordance with changes in the Company’s capital structure).

Administered by an Independent Committee.    The Incentive Plan is administered by our Compensation Committee, which is made up entirely of independent directors.

Information Regarding Overhang and Dilution

In developing our request to increase the number of shares of common stock under the Amendment to the Incentive Plan and in analyzing the impact of utilizing equity as a means of compensation on our stockholders, we considered both our “overhang” and our “burn rate.”

Overhang is a measure of potential dilution which we define as the sum of (i) the total number of shares underlying all equity awards outstanding and (ii) the total number of shares available for future award grants, divided by the sum of (a) the total number of shares underlying all equity awards outstanding, (b) the total number of shares available for future awards and (c) the number of shares outstanding. As of March 12, 2024, there were 923,345shares underlying all equity awards outstanding, 507,067shares available for future awards and the number of shares of common stock outstanding as of March 12, 2024 was 27,626,289. Accordingly, our overhang on March 12, 2024 was 4.9%. If the 1,100,000 additional shares of common stock proposed to be authorized for issuance under the Incentive Plan are included in the calculation, our overhang on March 12, 2024 would have been 8.4%.

Burn rate provides a measure of the potential dilutive impact of our equity award program which we calculate by dividing the number of shares subject to equity awards granted during the year by the basic weighted average number of shares outstanding. Set forth below is a table that reflects our burn rate for the 2023, 2022 and 2021 calendar years as well as an average over those years.

Calendar Year

Awards
Granted
(1)

Basic Weighted
Average
Number of
Shares of
Common Stock
Outstanding

Gross Burn
Rate
(2)

2023

299,008

27,452,514

1.09%

2022

188,302

27,219,411

0.69%

2021

349,613

26,999,680

1.29%

Three-Year Average

278,974

27,223,868

1.02%

(1)“Awards granted” includes shares subject to stock options and shares subject to RSUs, in each case counted on a one-for-one basis.

(2)We define “Gross burn rate” as the number of equity awards granted in the year divided by the basic weighted average number of shares of common stock outstanding.

Purpose of the Incentive Plan

The purpose of the Incentive Plan is to provide a means through which the Company may attract qualified persons to serve as directors or consultants or to enter the employ of the Company and to provide a means whereby those individuals upon whom the responsibilities of the successful administration and management of the Company rest, and whose present and potential contributions to the Company are of importance, can acquire and maintain stock

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Table of Contents

ownership, thereby strengthening their concern for the welfare of the Company. A further purpose of the Incentive Plan is to provide such individuals with additional incentive and reward opportunities designed to enhance the profitable growth of the Company.

Purpose of the Amendment

The purpose of the Amendment is to increase the number of shares available for grants under the Incentive Plan. If the Amendment is not approved, we will be significantly limited in our ability to issue long term equity awards in 2025 and in subsequent years, which we believe will significantly impair our efforts in aligning employee’s interests with those of stockholders, hiring and retaining top talent, and effecting the pay for performance component of our compensation philosophy.

The Board continues to believe that equity compensation of the type available for grant under the Incentive Plan, a stock-based incentive plan, remains an appropriate means of accomplishing the purpose of the Incentive Plan, which will be further facilitated by the incorporation of this Amendment into the Incentive Plan. The Board is therefore seeking shareholder approval of the Amendment to the Incentive Plan in order to continue achieving its compensation goals.

Description of the Relevant Provisions of the Incentive Plan, as Amended by the Amendment

The following summary of the material features of the Incentive Plan, as amended by the Amendment, is qualified in its entirety by the full text of the Incentive Plan, as previously adopted, and the proposed Amendment that appears as Appendix I to this Proxy Statement. References to the Incentive Plan in this summary are to the Incentive Plan as so amended by the proposed Amendment. All references to the “Code” are to the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.

Administration

Generally, the Incentive Plan will be administered by the Compensation Committee, which is and will be composed of independent directors of the Company. The Compensation Committee will have full authority, subject to the terms of the Incentive Plan, to establish rules and regulations for the proper administration of the Incentive Plan, to select the employees, consultants and directors to whom awards are granted, and to set the date of grant, the type of award that shall be made and the other terms of the awards.

Eligibility

All employees, consultants and directors of the Company and its affiliates are eligible to participate in the Incentive Plan (any such individual participating in the Incentive Plan is referred to herein as a “Participant”). The selection of those employees, consultants and directors, from among those eligible, who will receive awards is within the discretion of the Compensation Committee. As of March 12, 2024, there were approximately 6,800 employees and approximately 0 consultants of the Company and its affiliates who were eligible to participate in the Incentive Plan. Each of our ten directors are eligible to participate in the Incentive Plan. It is not possible at this time to determine the benefits or amounts that will be received by or allocated to Participants under the Incentive Plan.

Term of the Plan

The Incentive Plan will terminate on June 4, 2030, after which time no additional awards may be made under the Incentive Plan.

Number of Shares Subject to Incentive Plan and Award Limits

Following adoption of the Amendment, a total of 2,300,000shares would be available for grants under the Incentive Plan, representing 8.3% of the Company’s outstanding shares as of March 12, 2024, which amount shall be increased by the number of shares subject to awards which are forfeited under the Company’s 2018 Incentive Plan. The closing price of a share of the Company’s common stock on the NYSE on March 12, 2024 was $60.75.

Any shares that are tendered or withheld as full or partial payment of withholding or other taxes or as payment for the exercise or conversion price of an award under the Incentive Plan shall not be added back to the number of

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shares available for issuance under the Incentive Plan. Whenever any outstanding option or other award (or portion thereof) expires, is cancelled or forfeited or is otherwise terminated for any reason without having been exercised or payment having been made in the form of shares, the number of shares available for issuance under the Incentive Plan shall be increased by the number of shares allocable to the expired, forfeited, cancelled or otherwise terminated option or other award (or portion thereof). To the extent that any award is forfeited, or any option or SAR terminates, expires or lapses without being exercised, the shares subject to such awards will not be counted as shares delivered under the Incentive Plan.

No Participant may receive awards with respect to more than 400,000shares in any calendar year. The maximum number of shares that may be subject to options or restricted stock awards issued to a non-employee director during any calendar year may not exceed 10,000shares. The limitations described in the preceding two sentences may be adjusted upon a reorganization, stock split, recapitalization or other change in the Company’s capital structure.

Types of Awards

The Incentive Plan permits the granting of any or all of the following types of awards (“Awards”): (1) stock options, (2) restricted stock awards, (3) restricted stock units, (4) performance grants, and (5) stock appreciation rights.

Stock Options

The term of each option shall be as specified by the Compensation Committee at the date of grant, but in no event shall an option be exercisable after the expiration of 10 years from the date of grant. An option shall be exercisable in whole or in such installments and at such times as determined by the Compensation Committee.

The Compensation Committee shall specify whether a given option shall constitute an incentive stock option or a nonqualified stock option. An incentive stock option may be granted only to an individual who is employed by the Company or any parent or subsidiary corporation at the time the option is granted.

Each option shall be evidenced by a Stock Option Award Agreement in such form and containing such provisions not inconsistent with the provisions of the Incentive Plan as the Compensation Committee from time to time shall approve, including, without limitation, provisions to qualify an Incentive Stock Option under Section 422 of the IRC. Each Stock Option Award Agreement shall specify the effect of termination of (i) employment, (ii) the consulting or advisory relationship, or (iii) membership on the Board, as applicable, on the exercisability of the Option. The terms and conditions of the respective Award Agreements need not be identical. Subject to the consent of the Participant, the Compensation Committee may, in its sole discretion, amend an outstanding Stock Option Award Agreement from time to time in any manner that is not inconsistent with the provisions of the Incentive Plan (including, without limitation, an amendment that accelerates the time at which the option, or a portion thereof; may be exercisable).

The option price will be determined by the Compensation Committee and will be no less than the fair market value of the shares on the date that the option is granted, except for adjustments for certain changes in the Company’s common stock. The Compensation Committee may determine the method by which the option price may be paid upon exercise. Moreover, a Stock Option Award Agreement may provide for a “cashless exercise” of the option by establishing procedures satisfactory to the Compensation Committee with respect thereto. Further, a Stock Option Award Agreement may provide for the surrender of the right to purchase shares under the option in return for a payment under a Stock Appreciation Right.

Except in connection with certain recapitalizations or reorganizations as contemplated by the Incentive Plan, the Compensation Committee may not, without approval of the stockholders of the Company, amend any outstanding Stock Option Award Agreement to lower the option price.

Restricted Stock Awards

Awards may be granted in the form of restricted stock (“Restricted Stock Award”). Shares of Common Stock that are the subject of a Restricted Stock Award shall be subject to restrictions on disposition by the Participant and an obligation of the Participant to forfeit and surrender the shares to the Company under certain circumstances (the “Forfeiture Restrictions”). The Forfeiture Restrictions shall be determined by the Compensation Committee in its sole discretion, and the Compensation Committee may provide that the Forfeiture Restrictions shall lapse upon (i) the attainment of one or more performance goals, (ii) the Participant’s continued employment with the Company

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or continued service as a consultant or director for a specified period of time, (iii) the occurrence of any event or the satisfaction of any other condition specified by the Compensation Committee in its sole discretion, or (iv) a combination of any of the foregoing. Each Restricted Stock Award may have different Forfeiture Restrictions, in the discretion of the Compensation Committee.

Common Stock awarded pursuant to a Restricted Stock Award shall be represented by a stock certificate registered in the name of the Participant. Unless provided otherwise in an Award Agreement, the Participant shall have the right to vote Common Stock subject thereto and to enjoy all other stockholder rights, except that (i) the Participant shall not be entitled to delivery of the stock certificate until the Forfeiture Restrictions have expired, (ii) the Company shall retain custody of the stock until the Forfeiture Restrictions have expired, (iii) the Participant may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the stock until the Forfeiture Restrictions have expired, and (iv) a breach of the terms and conditions established by the Compensation Committee pursuant to the Award Agreement shall cause a forfeiture of the Restricted Stock Award. Restricted Stock Awards shall not receive dividends during any forfeiture restriction period but shall have the right to receive an accrual of such dividends. Any accrued dividends will be paid to the Participant at the time the Forfeiture Restrictions for the underlying Restricted Stock Award expire. At the time of such Award, the Compensation Committee may, in its sole discretion, prescribe additional terms, conditions or restrictions relating to Restricted Stock Awards, including, but not limited to, rules pertaining to the termination of employment or service as a consultant or director (by retirement, disability, death or otherwise) of a Participant prior to expiration of the Forfeitures Restrictions. Such additional terms, conditions or restrictions shall be set forth in an Award Agreement made in conjunction with the Award. The terms and provisions of Restricted Stock Award Agreements need not be identical.

Restricted Stock Units

Restricted Stock Units are rights to receive shares of Common Stock (or the fair market value thereof), which vest over a period of time as established by the Compensation Committee and with the satisfaction of certain performance criteria or objectives. The Compensation Committee may, in its discretion, require payment or other conditions of the Participant respecting any Restricted Stock Unit. The Compensation Committee shall establish, with respect to and at the time of each Restricted Stock Unit, a period over which the award shall vest with respect to the Participant. In determining the value of Restricted Stock Units, the Compensation Committee shall take into account a Participant’s duties, past and potential contributions to the success of the Company, and such other considerations as it deems appropriate.

Following the end of the vesting period for a Restricted Stock Unit (or at such other time as the applicable Restricted Stock Unit Agreement may provide), the holder of a Restricted Stock Unit shall be entitled to receive one share of Common Stock for each Restricted Stock Unit then becoming vested or otherwise able to be settled on such date. Cash dividend equivalents will not be paid during the vesting period but may be accrued to the extent provided for in the Restricted Stock Unit Agreement and paid in cash at the time the underlying shares of Common Stock are delivered.

A Restricted Stock Unit shall terminate if the Participant does not remain continuously in the employ of the Company or its subsidiaries or does not continue to perform services as a consultant or a director for the Company or its subsidiaries at all times during the applicable vesting period, except as may be otherwise determined by the Compensation Committee. The terms and provisions of Restricted Stock Unit Agreements need not be identical.

Stock Appreciation Rights

A Stock Appreciation Right is an award that may or may not be granted in tandem with an option, and entitles the holder to receive an amount equal to the difference between the fair market value of the shares of Common Stock at the time of exercise of the Stock Appreciation Right and the base amount, subject to the applicable terms and conditions of the tandem options and the Incentive Plan.

A Stock Appreciation Right shall entitle the holder of an option to receive, upon the exercise of the Stock Appreciation Right, shares of Common Stock (valued at their fair market value at the time of exercise), cash, or a combination thereof, in the discretion of the Compensation Committee, in an amount equal in value to the excess of the fair market value of the shares of Common Stock subject to the Stock Appreciation Right as of the date of such exercise over the purchase price of the Stock Appreciation Right. If granted in tandem with an option, the exercise of a Stock Appreciation Right will result in the surrender of the related option and, unless otherwise provided by the

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Compensation Committee in its sole discretion, the exercise of an option will result in the surrender of a related Stock Appreciation Right, if any. The terms and provisions of Stock Appreciation Right Award Agreements need not be identical.

The “expiration date” with respect to a Stock Appreciation Right shall be determined by the Compensation Committee, and if granted in tandem with an option, shall be not later than the expiration date for the related option. If neither the right nor the related option is exercised before the end of the day on which the right ceases to be exercisable, such right shall be deemed exercised as of such date and payment shall be made to the holder in cash.

Performance Grants

The Incentive Plan provides the Compensation Committee the ability to (i) grant Restricted Stock Awards, Restricted Stock Unit Awards, and Stock Appreciation Rights, and (ii) grant Performance Grants that are settled in cash or shares of Common Stock based on the satisfaction of performance criteria.

A Performance Grant shall be awarded to a Participant contingent upon attainment of future performance goals of the Company or its affiliates during a performance cycle. The performance goals shall be pre-established by the Compensation Committee. Performance goals determined by the Compensation Committee may include, but are not limited to, increases in net profits, operating income, Stock price, earnings per share, sales and/or return on equity. In determining the value of Performance Awards, the Compensation Committee shall take into account a Participant’s duties, past and potential contributions to the success of the Company, and such other considerations as it deems appropriate. The Compensation Committee, in its sole discretion, may make downward adjustments to the amount payable under a Participant’s Performance Award during or after a performance period.

Following the end of the performance period, the holder of a Performance Grant shall be entitled to receive payment of an amount not exceeding the number of shares of Common Stock subject to, or the maximum value of, the Performance Award, based on the achievement of the performance measures for such performance period, as determined and certified in writing by the Compensation Committee. Payment of a Performance Award may be made in a lump sum in cash, Common Stock, or a combination thereof, as determined by the Compensation Committee, and shall be made no later than 90 days after the end of the performance period and certification by the Compensation Committee. If a Performance Award covering shares of Common Stock is to be paid in cash, such payment shall be based on the fair market value of the Common Stock on the payment date.

A Performance Award shall terminate if the Participant does not remain continuously in the employ of the Company or does not continue to perform services as a consultant or a director for the Company at all times during the applicable performance period, except as may be determined by the Compensation Committee.

Federal Income Tax Consequences

The following is a brief summary of the U.S. federal income tax consequences of the grant, vesting and exercise of awards under the Incentive Plan. This summary is based on the tax laws in effect as of the date of this Proxy Statement. Changes to these laws could alter the tax consequences described below. This summary is not intended to be exhaustive, and, among other things, does not describe state, local or non-United States tax consequences, or the effect of gift, estate or inheritance taxes. Individuals receiving option awards under the Incentive Plan should rely upon their own tax advisors for advice concerning the specific tax consequences applicable to them, including the applicability and effect of state, local and foreign tax laws.

Options granted under the Incentive Plan may be either incentive stock options, which satisfy the requirements of Section 422 of the IRC, or non-statutory stock options, which are not intended to meet such requirements. The federal income tax treatment for the two types of options differs, as described below.

Incentive Stock Options

An optionee will not recognize any taxable income at the time of the award of an incentive stock option. In addition, an optionee will not recognize any taxable income at the time of the exercise of an incentive stock option (although taxable income may arise at the time of exercise for alternative minimum tax purposes) if the optionee has been an employee of the Company at all times beginning with the option award date and ending three months before the date of exercise (or twelve months in the case of termination of employment due to disability). If the optionee has

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not been so employed during that time, the optionee will be taxed as described below for non-statutory stock options. If the optionee disposes of the shares purchased through the exercise of an incentive stock option more than two years after the option was granted and more than one year after the option was exercised, then the optionee will recognize any gain or loss upon disposition of those shares as capital gain or loss. However, if the optionee disposes of the shares prior to satisfying these holding periods (known as a “disqualifying disposition”), the optionee will be obligated to report as taxable ordinary income for the year in which that disposition occurs the excess, with certain adjustments, of (i) the fair market value of the shares disposed of on the date of exercise over (ii) the exercise price paid for those shares. Any additional gain realized by the optionee on the disqualifying disposition would be capital gain. If the total amount realized in a disqualifying disposition is less than the exercise price of the incentive stock option, the difference would be a capital loss for the optionee. The Company will, subject to Section 162(m) of the IRC, generally be entitled at the time of the disqualifying disposition to a tax deduction equal to that amount of ordinary income reported by the optionee.

Non-Statutory Options

An optionee will not recognize any taxable income at the time of the award of a non-statutory option. The optionee will recognize ordinary income in the year in which the optionee exercises the option equal to the excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for the shares, and the optionee will be required at that time to satisfy the tax withholding requirements applicable to such income. Any appreciation or depreciation in the fair market value of those shares after the exercise date will generally result in a capital gain or loss to the optionee at the time he or she disposes of those shares. The Company will, subject to Section 162(m) of the IRC, generally be entitled to an income tax deduction at the time of exercise equal to the amount of ordinary income recognized by the optionee at that time.

Restricted Stock Awards

The recipient of shares of restricted stock will not recognize any taxable income at the time of the award so long as the shares of Common Stock are not transferable and are subject to a substantial risk of forfeiture. Accordingly, the Company is not entitled to a compensation deduction at that time. The recipient will have to report as ordinary income as and when those shares of Common Stock subsequently vest, that is, when they either become transferable or are no longer subject to a substantial risk of forfeiture, in an amount equal to the excess of (i) the fair market value of the shares upon vesting over (ii) the cash consideration (if any) paid for the shares. The Company will, subject to Section 162(m) of the IRC, then be entitled to a corresponding compensation deduction. All dividends and distributions (or the cash equivalent thereof) with respect to a restricted stock award paid to the employee before the risk of forfeiture lapses will also be compensation income to the Participant when paid. Notwithstanding the foregoing, the recipient of a restricted stock award may elect under Section 83(b) of the IRC to be taxed at the time of grant of the restricted stock award based on the fair market value of the shares of Common Stock on the date of the award, in which case (1) subject to Section 162(m) of the IRC, the Company will be entitled to a deduction at the same time and in the same amount, (2) dividends paid to the recipient during the period the forfeiture restrictions apply will be taxable as dividends and will not be deductible by the Company, and (3) there will be no further federal income tax consequences when the risk of forfeiture lapses. In such case, any appreciation or depreciation in the fair market value of those shares of Common Stock after grant will generally result in a capital gain or loss to the recipient at the time he or she disposes of those shares. This election must be made not later than thirty days after the grant of the restricted stock award and is irrevocable.

Restricted Stock Units

Restricted stock units are not subject to taxation at the time of grant, and the Company will not be entitled to a deduction at that time, assuming that the restrictions constitute a substantial risk of forfeiture for federal income tax purposes. Upon receipt of shares of Common Stock (or the equivalent value in cash or other property) in settlement of an award of restricted stock units, the Participant will realize ordinary income in an amount equal to the fair market value of the shares of Common Stock, and any previously unpaid dividends, received in settlement for the units at such time over the amount, if any, paid for the shares, and subject to Section 162(m) of the IRC, the Company will be entitled to a corresponding deduction.

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Stock Appreciation Rights

The recipient of a stock appreciation right will not recognize taxable income at the time of the award. The recipient will recognize ordinary income when the stock appreciation right is exercised in an amount equal to the excess of (i) the fair market value of the underlying shares of Common Stock on the exercise date over (ii) the base price in effect for the stock appreciation right, and the recipient will be required to satisfy the tax withholding requirements applicable to such income. The Company will generally be entitled at the time of exercise to an income tax deduction equal to the amount of ordinary income recognized by the recipient in connection with the exercise of the stock appreciation right.

Performance Grants

Performance Grants and Stock Units paid in cash generally result in taxable income to the Participant and, subject to Section 162(m) of the IRC, a compensation deduction by the Company at the time the cash payment is made. Performance Grants and Stock Units paid in shares of Common Stock result in taxable income to the Participant equal to the fair market value of the Common Stock on the date of transfer and result in a corresponding compensation deduction for the Company. Performance Grants and Stock Units are subject to federal income and employment tax withholding.

Effect of a Change of Control

Under certain circumstances, accelerated vesting, exercise or payment of awards under the Incentive Plan in connection with a “change of control” of the Company might be deemed an “excess parachute payment” for purposes of the golden parachute payment provisions of Section 280G of the IRC. To the extent it is so considered, the Participant holding the award would be subject to an excise tax equal to 20% of the amount of the excess parachute payment, and the Company would be denied a tax deduction for the excess parachute payment.

Deductibility of Executive Compensation

Section 162(m) of the IRC places a limit of $1,000,000 on the amount of compensation that the Company may deduct in any taxable year with respect to each “covered employee” within the meaning of Section 162(m) of the IRC.

Plan Benefits

Grants of Awards under the Incentive Plan to executive officers, non-employee directors and other eligible participants are subject to the discretion of the Compensation Committee. Therefore, it is not possible to determine the future benefits that will be received by these participants under the Incentive Plan.

Miscellaneous

The Board may amend or modify the Incentive Plan at any time; provided, however, that stockholder approval will be obtained for any amendment (1) to the extent necessary and desirable to comply with any applicable law, regulation or stock exchange rule, (2) to change the number of shares available for issuance as incentive stock options, (3) to change the class of employees eligible to receive incentive stock options or (4) to permit the exercise price of any outstanding option or stock appreciation right to be reduced to be below fair market value as of the grant date.

Recommendation and Vote

Approval of the Amendment to the Incentive Plan requires the affirmative vote of a majority of the votes cast on the matter in person or by proxy at the Meeting. As a result, abstentions, broker non-votes and the failure to submit a proxy or vote at the Meeting will have no effect on the outcome. Proxies solicited by management for which no specific direction is included will be voted “FOR” the approval of the Amendment.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO APPROVE THE FIRST Amendment to the STEWART INFORMATION SERVICES CORPORATION 2020 INCENTIVE PLAN.

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Board has established an Audit Committee (the “Committee”) of independent directors, which operates under a written charter adopted by the Board on November 9, 2023. The Charter is reviewed annually and is available in the “Corporate Governance” section of our web site: stewart.com/corporate-governance.

Under its charter, the primary function of the Committee is to assist the Board in fulfilling its oversight responsibilities as to, among other duties: (i) the integrity of the Company’s financial statements; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the performance of the internal audit function of the Company; (iv) the Company’s financial and operational risk management; (v) the Company’s information technology security protections and procedures; and (vi) the Board’s evaluation and control of the Company’s risk profile.

The Company’s management team has primary responsibility for preparing the consolidated financial statements and for the Company’s financial reporting process. The Company’s independent registered public accountants, KPMG LLP (“KPMG”), are responsible for expressing an opinion on the Company’s consolidated financial statements, and whether such financial statements are presented fairly in accordance with U.S. generally accepted accounting principles.

Each year, the Committee reviews and evaluates the qualifications, performance and independence of the independent registered public accountants and lead partner, including taking into account the opinions of management. In doing so, the Committee considers a number of factors including, but not limited to: quality of services provided; technical expertise and knowledge of the industry; effective communication, objectivity and independence; and the desirability and potential impact of changing independent registered public accountants. Further, the Committee selects the lead partner of the independent registered public accountants who generally rotates every five years in accordance with SEC rules. The current lead partner was engaged in 2024. Based on its next scheduled meeting.

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTEFOR THE PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS STEWART INFORMATION SERVICES CORPORATION’S INDEPENDENT AUDITORS FOR 2017.


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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Board has established an Audit Committee (the “Committee”) of independent directors, which operates under a written charter adopted by the Board on May 1, 2015. The Charter is reviewed annually and is available in the “Corporate Governance” section of our web site:http://stewart.com/corporate-governance.

The Committee currently consists of three members1:  Robert L. Clarke, Chair, Glenn C. Christenson, and Frederick H. Eppinger, each of whom possess the necessary levels of financial literacy required to enable him to serve, and Messrs. Clarke, Christenson and Eppinger qualify as Committee Financial Experts. For more information on Committee member qualifications and credentials, please see “Proposal 1 — Election of Directors — Information on nominees on page 5 above. A more detailed discussion of the Committee, including the number of meetings and attendance, is provided above under “Committees of the Board of Directors.”

The Company’s management team has primary responsibility for preparing the consolidated financial statements and for the Company’s financial reporting process. The Company’s independent registered public accountants, KPMG LLP, are responsible for expressing an opinion on the Company’s consolidated financial statements, and whether such financial statements are presented fairly in accordance with U.S. generally accepted accounting principles.

Under its charter, the primary function of the Committee is to assist the Board in fulfilling its oversight responsibilities as to, among other duties: (i) the integrity of the Company’s financial statements; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the performance of the internal audit function of the Company; (vi) the Company’s financial and operational risk management; (v) the Company’s information technology security protections and procedures; (vi) the Board’s evaluation and control of the Company’s risk profile, and the independent registered public accountants’ qualifications, independence, and performance; and (vii) the evaluation, appointment and retention of our independent registered public accountants, including a review of the firm’s qualifications, services, independence, fees and performance. Further, the Committee selects from a pool of proposed candidates for lead partner of the independent registered public accountants who generally rotates every five years in accordance with SEC rules. The current lead partner has been engaged since 2014.

Each year, the Committee reviews and evaluates the qualifications, performance and independence of the independent registered public accountants and lead partner, including taking into account the opinions of management. In doing so, the Committee considers a number of factors including, but not limited to: quality of services provided; technical expertise and knowledge of the industry; effective communication, objectivity, independence; and the potential impact of changing independent registered public accountants. Based on this evaluation, the Committee believes that it is in the best interest of the Company and its stockholders to continue retention of KPMG LLP (“KPMG”) as our independent registered public accountants.

The Committee reviews with the independent registered public accountants the scope of the external audit engagement, and oversees the internal audit, ethics and compliance functions, and regularly reviews the financial results prior to earnings announcements. The Committee regularly meets with the independent registered public accountants, the internal auditors, and the Chief Legal Officer, with and without management present, to discuss the results of their examinations and evaluations.

In this context, the Committee hereby reports as follows:

1.

1.The Committee has reviewed and discussed the audited financial statements with the Company’s management.

2.The Committee has discussed with the independent registered public accountants the matters required to be discussed under the applicable rules adopted by the Public Company Accounting Oversight Board (PCAOB).

(1)For 2016, Laurie Moore served on the Audit Committee until her resignation from the Board at the end of December, and Thomas Apel was then appointed. Mr. Eppinger was appointed to the Audit Committee on January 30, 2017, to replace Mr. Apel.

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2.The Committee has discussed with KPMG the matters required to be discussed under the applicable rules adopted by the Public Company Accounting Oversight Board (“PCAOB”).

3.

3.The Committee has received the written disclosures and the letter from the independent registered public accountants required by applicable requirements of PCAOB regarding the independent accountants’ communications with the Committee concerning independence, and has discussed with the independent registered public accountants the independence the independence of the registered public accountants.

4.Based on the review and discussions referred to in paragraphs (1) through (3) above, the Committee has recommended to the board of directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 for filing with the Securities and Exchange Commission.

Each of the members of the Committee is “independent” as defined under the listing standards of the PCAOB regarding the independent registered accountants’ communications with the Committee concerning independence and has discussed with KPMG their independence.

4.Based on the review and discussions referred to in paragraphs (1) through (3) above, the Committee has recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for filing with the Securities and Exchange Commission.

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In discharging its other primary functions, the Committee receives periodic reports from the Chief Legal Officer with respect to the Company’s compliance with legal and regulatory requirements; reviews with the Chief Legal Officer the status of major claims and litigation; meets with and reviews quarterly the activities of the internal auditors, particularly with respect to their continuous audit activities of independent agents; meets quarterly and receives reports from the Company’s Chief Information Security Officer and from the Company’s independent consultants and other experts; and reviews at least annually the Company’s risk profile.

The undersigned members of the Committee have submitted this report:

Robert L. Clarke, Chair

William S. Corey

Deborah Matz

Manolo Sánchez

Helen Vaid

Dated: February 28, 2024

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common stock as of March 11, 2024, for:

each stockholder known by us to be the beneficial owner of more than 5% of our common stock;

each of our directors and director nominees;

each of our named executive officers; and

all of our current directors and executive officers as a group.

Beneficial ownership has been determined in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the following table have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

Applicable percentage ownership is based on 27,626,289shares of common stock outstanding at March 11, 2024. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of common stock subject to options, or restricted stock units (RSUs) held by that person that are currently exercisable or releasable or that will become exercisable or releasable within 60 days of March 11, 2024. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each beneficial owner listed in the following table is c/o Stewart Information Services Corporation, 1360 Post Oak Boulevard, Suite 100, Houston, Texas 77056.

Beneficial Owner

Class

Amount and 
Nature of 
Beneficial 
Ownership
(1)

Percent of 
Class

5% Stockholders

BlackRock, Inc.

Common Stock

3,977,365(2)

14.40

50 Hudson Yards

New York, NY 10001

Dimensional Fund Advisors LP

Common Stock Exchange.

1,922,748(3)

6.96

6300 Bee Cave Road, Building One

Austin, TX 78746

The undersigned members of the Committee have submitted this report:Vanguard Group.

Common Stock

1,906,475(4)

6.90

100 Vanguard Blvd.

Robert L. Clarke, Chair
Glenn Christenson
Malvern, PA 19355

Allspring Global Investments Holdings, LLC.

Common Stock

1,649,809(5)

5.97

1415 Vantage Park Drive, 3rd Floor

Charlotte, NC 28203

Named Executive Officers, Directors and Nominees

Frederick H. Eppinger°

Dated: February 22, 2017Common Stock


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CERTAIN TRANSACTIONS

Pursuant to theStewart Code of Business Conduct and Ethicsand the Company’sCode of Ethics for Chief Executive Officers, Principal Financial Officer and Principal Accounting Officer,each of which are available on our web site athttp://stewart.com/corporate-governance(together, the “Company Codes”), if any director or executive officer has a conflict of interest (direct or indirect, actual or potential) with the Company, such as any personal interest in a transaction involving the Company, the conflict must be fully, fairly and timely disclosed to the Company (either to the Board of Directors or the Company’s Chief Legal Officer, as provided for by the Company Codes). Conflicts of interest may include transactions between the Company and the immediate family of a director or executive officer, such as their spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and cohabitants. Any transaction involving an actual and material conflict of interest between the Company and any of its directors or executive officers is prohibited unless approved by the Board of Directors. A director with a conflict of interest must recuse himself or herself from participating in any decision to approve any such transaction. Furthermore, any material transaction between the Company and any holder of 5% or more of the Company’s voting securities is also prohibited unless approved by the Board of Directors.*

Susan Duva is the wife of Elizabeth K. Giddens

Common Stock

1,452(7)

*

David C. Hisey

Common Stock

161,760(8)

*

Steven Lessack. During the year ended December 31, 2016, Susan Duva served as Vice President — Foreign Services, and received compensation of approximately $131,485.M. Lessack

Daniel N. Fauth is the brother of David Fauth. During the year ended December 31, 2016, Daniel Fauth served as Branch Operations Manager, and received compensation of approximately $165,637.Common Stock

Malcolm54,683(9)

*

Tara Smith

Common Stock

38,556(10)

*

Thomas G. Apel°

Common Stock

39,323

*

C. Allen Bradley, Jr.°

Common Stock

16,175

*

William S. Morris is the father of Matthew W. Morris, our Chief Executive Officer and a director of the Company. During 2016, Malcolm S. Morris served as a director and as a Vice Chairman of the Company and received certain compensation as more fully described under “Compensation of Directors” beginning on page 40 of this proxy statement.Corey, Jr.°


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STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING

To be included in the proxy statement and form of proxy relating to our 2018 annual meeting of stockholders, proposals of Common Stockholders must comply with Rule 14a-8 of the Exchange Act and be received by us at our principal executive offices, 1980 Post Oak Boulevard, Suite 800, Houston, Texas 77056, by November 29, 2017.Stock

HOUSEHOLDING

To reduce the expenses of delivering duplicate proxy materials, we may take advantage of the SEC’s “householding” rules that permit us to deliver only one set of proxy materials to stockholders who share an address, unless otherwise requested. If you share an address with another stockholder and have received only one set of proxy materials, you may request a separate copy of these materials at no cost to you by contacting us at Stewart Information Services Corporation, Attention: J. Allen Berryman, Secretary, 1980 Post Oak Boulevard, Suite 800, Houston, Texas 77056 or at (713) 625-8100. For future annual meetings, you may request separate voting materials, or request that we send only one set of proxy materials to you if you are receiving multiple copies, by calling or writing to us at the phone number and address given above.6,574(11)

OTHER MATTERS

Except as set forth in this proxy statement, our management does not know of any other matters that may come before the 2017 Annual Meeting. However, if any matters other than those referred to above should properly come before the 2017 Annual Meeting, the persons named in the enclosed proxy intend to vote such proxy in accordance with their best judgment.*

If you wish to bring any item of business, except to nominate an individual for election as a director, which is addressed in the immediately following sentence, before the stockholders at our 2018 annual meeting of stockholders, you must provide notice of your intention to do so in accordance with the advance notice of business procedures set forth in the Company’s By-Laws no later than January 28, 2018 and no earlier than December 29, 2017. If you wish to nominate an individual for election as a director at our 2018 annual meeting of stockholders, you must provide notice of your intention to do so in accordance with the advance notice of nomination procedures set forth in the Company’s By-Laws no later than January 28, 2018 and no earlier than December 29, 2017.

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Beneficial Owner

Class

Amount and 
Nature of 
Beneficial 
Ownership
(1)

Percent of
Class

Robert L. Clarke°

Common Stock

54,889

*

Deborah J. Matz°

Common Stock

6,710(12)

*

Matthew Morris°

Common Stock

76,878(13)

*

Karen R. Pallotta°

Common Stock

7,337

*

Manolo Sánchez°

Common Stock

8,737

*

Helen Vaid°

Common Stock

1,425

*

All executive officers and directors as a group (16 persons)**

Common Stock

825,988

2.99

*Less than 1%.

**Includes directors, nominees, and current executive officers.

Director nominee

°Current director

(1)Unless otherwise indicated, the beneficial owner has sole voting and dispositive power with respect to all shares indicated.

(2)BlackRock, Inc. reported sole voting power with respect to 3,927,714 of such shares and sole dispositive power with respect to 3,977,365shares in its report on Schedule 13G/A filed January 23, 2024.

(3)Dimensional Fund Advisors LP reported sole voting power with respect to 1,895,912shares and sole dispositive power with respect to 1,922,748 in its report on Schedule 13G filed on February 9, 2024.

(4)The Vanguard Group reported shared voting power with respect to 25,042shares, sole dispositive power with respect to 1,856,300shares, and shared dispositive power with respect to 50,175shares in its report on Schedule 13G/A filed February 13, 2024.

(5)Allspring Global Investments Holdings, LLC reported sole voting power with respect to 1,596,444shares and sole dispositive power with respect to 1,649,809shares and Allspring Global Investments, LLC reported sole voting power with respect to 242,742shares and sole dispositive power with respect to 1,648,147shares in their report on Schedule 13G filed January 12, 2024.

(6)The amount shown includes 187,424 vested and exercisable stock options. The amount shown does not include 49,887 unvested restricted stock units as of March 12, 2024.

(7)The amount shown includes 581shares held through the Company’s ESPP and 8shares acquired through the Company’s dividend reinvestment plan. The amount shown does not include 7,417 unvested restricted stock units as of March 12, 2024.

(8)The amount shown includes 93,194 vested and exercisable stock options. The amount shown does not include 23,893 unvested restricted stock units as of March 12, 2024.

(9)The amount shown includes 34,680 vested and exercisable stock options and 891shares held through the Company’s ESPP, and 522shares held by his spouse, including 514shares held through the Company’s ESPP and 8shares held directly. The amount shown does not include 15,685 unvested restricted stock units as of March 12, 2024.

(10)The amount shown includes 26,220 vested and exercisable stock options, 81shares acquired through the Company’s dividend reinvestment plan and 1,416shares held through the Company’s ESPP. The amount shown does not include 8,372 unvested restricted stock units as of March 12, 2024.

(11)The amount shown includes 11shares acquired through the Company’s dividend reinvestment plan.

(12)The amount shown includes 12shares acquired through the Company’s dividend reinvestment plan.

(13)The amount shown includes 11shares held in an IRA.

Delinquent Section 16(a) Reports

Each of our directors and certain officers is required to report to the SEC by a specified date, his or her transactions related to our Common Stock. Based solely on a review of the copies of reports furnished to us or written representations that no other reports were required, we believe that all filing requirements applicable to our executive officers, directors and greater-than 10% beneficial owners were met during 2023.

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CERTAIN TRANSACTIONS

Pursuant to the Stewart Code of Business Conduct and Ethics and the Company’s Code of Ethics for Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer, each of which are available on our website at stewart.com/corporate-governance(together, the “Company Codes”), if any director or executive officer has a conflict of interest (direct or indirect, actual or potential) with the Company, such as any personal interest in a transaction involving the Company, the conflict must be fully, fairly and timely disclosed to the Company (either to the Board of Directors or the Company’s Chief Legal Officer, as provided for by the Company Codes). Conflicts of interest may include transactions between the Company and the immediate family of a director or executive officer, such as their spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, brothers- and sisters-in-law and cohabitants. Any transaction involving an actual and material conflict of interest between the Company and any of its directors or executive officers is prohibited unless approved by the Audit Committee of the Board of Directors. A director with a conflict of interest must recuse himself or herself from participating in any decision to approve any such transaction. Furthermore, any material transaction between the Company and any holder of 5% or more of the Company’s voting securities is also prohibited unless approved by the Board of Directors. Additionally, the Company’s Audit Committee reviews and oversees all related party transactions as defined in Item 404 of Regulation S-K under the Exchange Act.

In 1986, the Company entered into an agreement with Malcolm S. Morris, the father of Matthew W. Morris who is one of our directors, pursuant to which he or his designee is entitled to receive, commencing upon his death or attainment of the age of 65 years, 15 annual payments in amounts that will, after payment of federal income taxes thereon, result in a net annual payment of $133,333 to him. For purposes of such agreement, the beneficiary is deemed to be subject to federal income taxes at the highest marginal rate applicable to individuals. Such benefits are fully vested and are forfeited only if a beneficiary’s employment with us is terminated by reason of fraud, dishonesty, embezzlement or theft. Mr. Morris began receiving his payments in 2011 when he turned age 65. He receives his payment on or as soon as administratively feasible after his birthday each year.

Susan K. Duva is the spouse of Steven M. Lessack. For the year ended December 31, 2023, Ms. Duva served as Operations Manager and received compensation of approximately $149,613.16.

Jordan M. Lessack is the son of Steven M. Lessack. For the year ended December 31, 2023, Mr. Jordan Lessack served as Assistant Operations Controller and received compensation of approximately $121,983.88.

In 2023, the Company, through its subsidiaries, provided Adfitech, Inc. with replacement title policies and appraisal/valuation products to support Adfitech’s diligence work for their customers. Thomas G. Apel is the Chairman of our Board and served as the CEO of Adfitech in 2023. For 2023, the amount involved in such transactions was $372,483. We do not believe that Mr. Apel had a direct or indirect material interest in the transactions that would impair his independence or status as a “non-employee director” or “outside director” under applicable rules of the NYSE, SEC or the Code. Furthermore, the amount involved is less than 1% of the revenues of each of the Company and Adfitech.

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STOCKHOLDER PROPOSALS FOR NEXT ANNUAL MEETING

To be included in the proxy statement and form of proxy relating to our 2025 annual meeting of stockholders, proposals of Common Stockholders must comply with Rule 14a-8 of the Exchange Act and be received by us at our principal executive offices, 1360 Post Oak Boulevard, Suite 100, Houston, Texas 77056, by November 26, 2024.

HOUSEHOLDING

To reduce the expenses of delivering duplicate proxy materials, we may take advantage of the SEC’s “householding” rules that permit us to deliver only one set of proxy materials, including the Notice of Internet Availability of Proxy Materials, to stockholders who share an address, unless otherwise requested. If you share an address with another stockholder and have received a single Notice of Internet Availability of Proxy Materials and, if applicable, a single set of the proxy materials, you may request a separate copy of these materials at no cost to you by contacting us at Stewart Information Services Corporation, Attention: Secretary, 1360 Post Oak Boulevard, Suite 100, Houston, Texas 77056 or at (713) 625-8100. For future annual meetings, you may request separate voting materials, or request that we send only one Notice or Internet Availability of Proxy Materials or, if applicable, set of proxy materials to you if you are receiving multiple copies, by calling or writing to us at the phone number and address given above.

OTHER MATTERS

Except as set forth in this proxy statement, our management does not know of any other matters that may come before the 2024 Annual Meeting. However, if any matters other than those referred to above should properly come before the 2024 Annual Meeting, the persons named in the enclosed proxy intend to vote such proxy in accordance with their best judgment.

If you wish to bring any item of business, except to nominate an individual for election as a director, which is addressed in the immediately following sentence, before the stockholders at our 2025 annual meeting of stockholders, you must provide notice of your intention to do so in accordance with the advance notice of business procedures set forth in the Company’s By-Laws no later than February 7, 2025 and no earlier than January 8, 2025. If you wish to nominate an individual for election as a director at our 2025 annual meeting of stockholders, you must provide notice of your intention to do so in accordance with the advance notice of nomination procedures set forth in the Company’s By-Laws no later than February 7, 2025 and no earlier than January 8, 2025. In addition, for any such nomination as a director to be included in the Company’s proxy card (the “universal proxy” as contemplated pursuant to Rule 14a-19 under the Exchange Act), you must also satisfy the requirements set forth in under Rule 14a-19 under the Exchange Act.

By Order of the Board of Directors,

[GRAPHIC MISSING]
J. Allen Berryman

Elizabeth K. Giddens

Corporate Secretary

March 29, 201726, 2024

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Appendix I

FIRST AMENDMENT TO THE
STEWART INFORMATION SERVICES CORPORATION 2020 INCENTIVE PLAN

Stewart Information Services Corporation (the “Company”) adopts this First Amendment (the “Amendment”) to the Stewart Information Services Corporation 2020 Incentive Plan (the “Plan”).

WHEREAS, the Article XI of the Plan allows the Board of Directors of the Company to amend, terminate or suspend the Plan at any time, in its sole and absolute discretion; and;

WHEREAS, the Company has determined it is appropriate to amend the Plan to authorize the issuance of additional shares of Stock available for grant under the Plan.

NOW, THEREFORE, the following amendment is made and shall be effective as of July 1, 2024, provided that the Amendment is approved by the requisite vote of the Company’s stockholders at the 2024 annual meeting of stockholders:

1.Section 4.2 of the Plan is hereby amended to be and read as follows:

4.2Dedicated Shares. The total number of shares of Stock with respect to which Awards may be granted under the Plan shall be the sum of (i) 2,300,000shares, and (ii) the number of shares of Common Stock subject to outstanding awards as of the Effective Date under the Prior Plan that on or after the Effective Date cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and non-forfeitable shares of Common stock), all of which may be issued as Incentive Stock Options. The shares of Stock may be treasury shares or authorized but unissued shares. The numbers of shares of Stock stated in this Section 4.2 shall be subject to adjustment in accordance with the provisions of Section 4.6.

2.AFFIRMATION. This Amendment is to be read and construed with the Plan as constituting one and the same agreement. Except as specifically modified by this Amendment, all remaining provisions, terms and conditions of the Plan shall remain in full force and effect.

3.DEFINED TERMS. All terms not herein defined shall have the meaning ascribed to them in the Plan.

4.RATIFICATION AS AMENDED. Except as amended by this Amendment, the terms and conditions of the Plan are confirmed, approved and ratified, and the Plan, as amended by this Amendment, shall continue in full force and effect.

[Signature Page Attached]

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IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Amendment or have caused this Amendment to be duly executed and delivered on their behalf.

STEWART INFORMATION SERVICES CORPORATION

By:

Name:

Title:

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Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing this card. Online Go to www.envisionreports.com/STC or scan the QR code — login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Annual Meeting To access the virtual Annual Meeting, please visit meetnow.global/MHW52ST. 2024 Annual Meeting Proxy Card MAIL, T IF VOTING BY SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. T 1. Against A Proposals — The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2, 3 and 4. Election of Ten Directors: For Against Abstain For Against Abstain For Abstain 01 - Thomas G. Apel 04 - William S. Corey, Jr. 07 - Matthew W. Morris 02 - C. Allen Bradley, Jr. 05 - Frederick H. Eppinger, Jr. 08 - Karen R. Pallotta 03 - Robert L. Clarke 06 - Deborah J. Matz 09 - Manolo Sánchez 01 10 - Helen Vaid 2. Approval of the compensation of Stewart Information Services Corporation’s named executive officers (Say-on-Pay). For Against Abstain 3. Ratification of the appointment of KPMG LLP as Stewart Information Services Corporation’s independent auditors for 2024. For Against Abstain 4. Approval of the First Amendment to the Stewart Information Services Corporation 2020 Incentive Plan. For Against Abstain Any other business that properly comes before the meeting. B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 03YFGC 1 P C F

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2024 Annual Meeting of Stewart Information Services Corporation Stockholders Wednesday, May 8, 2024, 8:30 a.m. CT The 2024 Annual Stockholders Meeting will be completely virtual. You may access the meeting online, vote your shares electronically and submit your questions during the meeting by visiting meetnow.global/MHW52ST. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders. The material is available at: http://www.envisionreports.com/STC and at meetnow.global/MHW52ST. T IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. T Proxy — Stewart Information Services Corporation Notice of 2024 Annual Meeting of Stockholders Proxy Solicited by Board of Directors for Annual Meeting — May 8, 2024 Elizabeth Giddens, David Hisey, and Julie Warnock, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Stewart Information Services Corporation to be held on May 8, 2024, or at any postponement or adjournment thereof. Unless otherwise marked, this proxy will be voted FOR the election of the nominees named in Proposal 1, FOR the approval of the compensation of Stewart Information Services Corporation’s named executive officers, FOR the ratification of KPMG LLP as the Company’s independent auditors for 2024 and FOR the approval of the First Amendment to the Stewart Information Services Corporation 2020 Incentive Plan and in accordance with the discretion of the persons designated above, with respect to any other business that may properly come before the annual meeting. Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below. C

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