Investors Title : April 2025 Proxy Statement

Published: 2025-04-11 17:51:09 ET ITIC

121 North Columbia Street, Chapel Hill, North Carolina 27514

(919) 968-2200

April 11, 2025

Dear Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders (the ''Annual Meeting'') of Investors Title Company (the ''Company'') to be held at The Siena Hotel, 1505 East Franklin Street, Chapel Hill,

North Carolina on Wednesday, May 21, 2025, at 11:00 a.m. EDT.

The Annual Meeting will begin with a review of the activities of the Company for the past year and a report on current operations during the first quarter of 2025, followed by discussion and voting on the matters set forth in the accompanying Notice of Annual Meeting and Proxy Statement.

Whether or not you plan to attend the meeting, I urge you to review the Proxy Statement and vote as soon as possible to ensure that your shares are represented at the meeting. The Proxy Statement explains more about proxy voting, so please read it carefully.

Cordially,

J. Allen Fine

Chief Executive Officer

121 North Columbia Street, Chapel Hill, North Carolina 27514

(919) 968-2200

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 21, 2025

The Annual Meeting of Shareholders of Investors Title Company will be held at The Siena Hotel,

1505 East Franklin Street, Chapel Hill, North Carolina, on Wednesday, May 21, 2025, at 11:00 a.m. EDT, for the following purposes:

Shareholders of record of common stock of the Company at the close of business on April 1, 2025, are entitled to notice of and to vote at the meeting and any adjournments or postponements thereof.

By Order of the Board of Directors:

W. Morris Fine

Secretary

April 11, 2025

IMPORTANT - Please vote by Internet, telephone or mail as soon as possible so your shares will be voted promptly, even if you plan to attend the meeting in person. Additional information about voting is included in the accompanying Proxy Statement and on your proxy card.

TABLE OF CONTENTS

Page

GENERAL INFORMATION

Proxy Solicitation by the Board of Directors

Annual Report to Shareholders

Submitting and Revoking a Proxy

Voting Securities

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of

Shareholders to be Held on May 21, 2025

General Information

CORPORATE GOVERNANCE

Code of Business Conduct and Ethics

Shareholder Communications with Directors

Independent Directors

Executive Sessions

Board of Directors and Committees

Identification of Director Candidates

Board Leadership Structure

The Board's Role in Risk Oversight

Insider Trading Policy

Policies on Hedging and Pledging

Equity Award Practices

COMPENSATION OF DIRECTORS

STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PROPOSALS REQUIRING YOUR VOTE

Proposal 1 - Election of Directors

Information Regarding Nominees for Election as Directors

Information Regarding Directors Continuing in Office

Proposal 2 - Advisory Vote to Approve Executive Compensation

Proposal 3 - Advisory Vote on Frequency of Advisory Vote to Approve Executive

Compensation

Proposal 4 - Ratification of Appointment of Independent Registered Public Accounting Firm. . . .

Audit and Non-Audit Fees

Audit and Non-Audit Services Pre-Approval Policy

AUDIT COMMITTEE REPORT

EXECUTIVE COMPENSATION

PAY VERSUS PERFORMANCE

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

SHAREHOLDER PROPOSALS FOR 2026 ANNUAL MEETING

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS OF

INVESTORS TITLE COMPANY

To Be Held on May 21, 2025

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Investors Title Company (the ''Company'') of proxies to be voted at the Annual Meeting of Shareholders (the ''Annual Meeting'') to be held at The Siena Hotel, 1505 East Franklin Street, Chapel Hill, North Carolina, on May 21, 2025, at 11:00 a.m.

EDT, and at all adjournments or postponements thereof. Shareholders of record at the close of business on April 1, 2025, are entitled to notice of and to vote at the meeting and any adjournments or postponements thereof.

GENERAL INFORMATION

Proxy Solicitation by the Board of Directors. The solicitation of proxies is made on behalf of the Company's Board of Directors and will be made either by mail or, as described below, by electronic delivery. The cost of solicitation of proxies will be borne by the Company. Copies of proxy materials and the Company's 2024 Annual Report will be provided to brokers, dealers, banks and voting trustees or their nominees for the purpose of soliciting proxies from the beneficial owners, and the Company will reimburse these record holders for their out-of-pocket expenses.

Annual Report to Shareholders. A copy of the Company's 2024 Annual Report including financial statements and the independent registered public accounting firm's opinions, along with the Notice of Annual Meeting, Proxy Statement and proxy card, are being first mailed to the Company's shareholders on or about April 11, 2025.

Submitting and Revoking a Proxy. If you complete and submit your proxy, whether by mail, by telephone or by Internet voting, the persons named as proxy holders will vote the shares represented by your proxy in accordance with your instructions. If you are a shareholder of record and submit a proxy but do not fill out the voting instructions, the persons named as proxy holders will vote your shares in the manner recommended by the Board of Directors on all matters presented in this proxy statement. In addition, if other matters are properly presented for voting at the meeting, the persons named as proxies will vote on such matters in accordance with their best judgment. The Company has not received notice of other matters that may be properly presented for voting at the meeting.

To ensure that your vote is recorded properly, please vote your shares as soon as possible, even if you plan to attend the meeting in person.

You may vote your shares by any of the following methods:

If you vote by Internet or by telephone, please have your proxy card available. The control number appearing on your card is necessary to process your vote. An Internet or telephone vote authorizes the named proxy holders in the same manner as if you marked, signed and returned a proxy card by mail. Each proxy executed and returned by a shareholder may be revoked at any time thereafter except as to any matter or matters upon which, prior to such revocation, a vote shall have been cast pursuant to the authority conferred by such proxy. Shareholders with shares registered directly in their names may revoke their proxy by (1) sending written

notice of revocation to the Corporate Secretary, P.O. Box 2687, Chapel Hill, North Carolina 27515-2687,

Voting Securities. On April 1, 2025, the Company had a total of 2,177,944 shares of common stock, no par value per share (''Common Stock'') outstanding, its only class of issued and outstanding capital stock. Of these shares, 1,886,268 shares are entitled to one vote per share and 291,676 shares are held by a subsidiary of the Company and, pursuant to North Carolina law, are not entitled to vote. A majority of the shares entitled to vote at the meeting, represented at the meeting in person or by proxy, will constitute a quorum.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of

Shareholders to be Held on May 21, 2025. The Notice of Annual Meeting and Proxy Statement and the Company's 2024 Annual Report (collectively, the ''Proxy Materials'') are available on the Company's website at http://www.invtitle.com/investors-proxy-materials. Shareholders who have arranged through their broker to receive the Proxy Materials electronically may also receive them online. Shareholders who hold their shares in a brokerage account may have the opportunity to receive future Proxy Materials electronically. Please contact your broker for information regarding the availability of this service.

General Information. A copy of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission (the ''SEC''), including copies of the exhibits to the Form 10-K, can be obtained without charge by contacting Investor Relations at [email protected] or P.O. Box 2687, Chapel Hill, North Carolina 27515-2687.

CORPORATE GOVERNANCE

Code of Business Conduct and Ethics

The Company has a Code of Business Conduct and Ethics that is applicable to all the Company's employees, officers and directors, including its Chief Executive Officer, Chief Financial Officer and

Chief Accounting Officer. This Code addresses a variety of issues, including conflicts of interest, the protection of confidential information, insider trading and employment practices. It also requires strict compliance with all laws, rules and regulations governing the conduct of the Company's business.

The Code of Business Conduct and Ethics is posted in the Corporate Governance area of the Investor Relations section of the Company's website at www.invtitle.com. The Company intends to disclose future substantive amendments to or waivers from the Code of Business Conduct and Ethics on its website within four business days after such amendment or waiver.

Shareholder Communications with Directors

Shareholders can communicate with members of the Company's Board of Directors in one of two ways. Shareholders may mail correspondence to the attention of the Corporate Secretary, P.O. Box 2687, Chapel Hill, North Carolina 27515-2687. Any correspondence sent via mail should clearly indicate that it is a communication intended for the Board of Directors. Shareholders may also use electronic mail to contact the Board of Directors at [email protected]. The Corporate Secretary regularly monitors this email account. Any communication that is intended for a particular member of the Board of Directors or Board committee should clearly state the intended recipient.

The Corporate Secretary will review all communications sent to the Board of Directors via mail and email and will forward all communications concerning Company or Board matters to the Board members within five business days of receipt. If a communication is directed to a particular Board member or Board committee,

it will be passed on only to that member or the members of that committee. Otherwise, relevant communications will be forwarded to all Board members.

The Board of Directors has directed that the Corporate Secretary not forward communications which (1) are not reasonably related to the business of the Company; (2) concern individual grievances or other interests that are personal to the shareholder submitting the communication and that cannot reasonably be construed to present a matter of concern to shareholders generally; or (3) under community standards, contain offensive, scurrilous or abusive content or that advocate engaging in illegal activities. If the Corporate Secretary, in his or her judgment, deems a communication inappropriate under the foregoing criteria, it will be returned to the person who submitted it together with a brief explanation of the reason why it has been deemed inappropriate for delivery.

Independent Directors

The Board of Directors has determined that the following directors and nominees for director are ''independent'' directors within the meaning of the applicable listing standards of The Nasdaq Stock Market LLC (''Nasdaq'') and the Company's Board of Directors Independence Standards: Tammy F. Coley, Joseph B. Dempster, Jr., David L. Francis, Richard M. Hutson II, Elton C. Parker, Jr., James E. Scott, and James H.

Speed, Jr. The Board of Directors Independence Standards can be found on the Company's website at www.invtitle.com/independence-standards.

In considering the independence of Mr. Dempster, the Board considered that the law firm of Poyner

Spruill LLP, where Mr. Dempster is a Partner, provided legal services to the Company in 2024 and 2023. The Board determined that Mr. Dempster is ''independent'' within the meaning of the applicable listing standards of Nasdaq.

Executive Sessions

Executive sessions that include only the independent members of the Board of Directors are held periodically.

Board of Directors and Committees

During the fiscal year ended December 31, 2024, the Board of Directors held four meetings. All incumbent directors attended 75% or more of the aggregate number of meetings of the Board of Directors and committees

of the Board on which they served during fiscal 2024. The Company expects each of its directors to attend the Annual Meeting unless an emergency prevents them from attending. All of the Board members were present at the 2024 Annual Meeting.

The Company's Board of Directors has a standing Audit Committee, Compensation Committee and Nominating Committee.

The Audit Committee. During fiscal 2024, the Audit Committee was composed of Ms. Coley, Mr. Parker and Mr. Scott. The Audit Committee met seven times during fiscal 2024.

The Audit Committee is directly responsible for overseeing the Company's accounting and financial reporting processes and appointing, retaining, compensating, and overseeing the Company's independent registered public accounting firm and reviewing the scope of the annual audit proposed by the independent registered public accounting firm. In addition, the Audit Committee reviews and approves related party transactions and potential conflicts of interest and periodically consults with the independent registered public accounting firm on matters relating to internal financial controls and procedures. The Audit Committee is responsible for establishing and administering complaint procedures related to accounting and auditing matters.

The Audit Committee operates under a written charter adopted by the Board of Directors, a copy of which is posted on the Company's website at www.invtitle.com/committees. The Audit Committee reviews and assesses the adequacy of the charter on an annual basis.

The Board of Directors has determined that each member of the Company's Audit Committee is ''independent'' as defined under applicable Nasdaq listing standards and SEC rules, including the special independence requirements applicable to Audit Committee members. The Board of Directors has also determined that all the current Audit Committee members-Ms. Coley, Mr. Parker and Mr. Scott-are ''audit committee financial experts'' as defined under applicable SEC rules. See ''Audit Committee Report'' below for the formal report of the Audit Committee for fiscal 2024.

The Compensation Committee. During fiscal 2024, the Compensation Committee was composed of

Mr. Francis, Mr. Hutson, and Mr. Speed. The Compensation Committee met twice during fiscal 2024. The Board of Directors has determined that each member of the Compensation Committee is ''independent'' as defined under applicable Nasdaq listing standards, including considering the special independence factors applicable to Compensation Committee members under applicable Nasdaq listing standards.

The Compensation Committee operates under a written charter that can be found on the Company's website at www.invtitle.com/committees. The Compensation Committee reviews and assesses the adequacy of the charter on an annual basis.

The Compensation Committee makes all compensation decisions for the Company's executive officers and approves recommendations regarding equity awards for all the Company's executive officers. The Compensation Committee may not delegate these responsibilities. Decisions regarding non-equity compensation of all other officers and employees are made by the Company's executive officers.

The Company's Chief Executive Officer annually reviews the performance of each of the other executive officers with respect to the achievement of the Company's objectives. Based on those reviews, the Chief Executive Officer makes recommendations with respect to compensation to the Compensation Committee. The Compensation Committee then can exercise its discretion in modifying any recommended adjustments or awards to those executive officers based upon its evaluation of their performance as well as other aspects of our compensation objectives.

The Compensation Committee's review of the Chief Executive Officer's compensation is subject to separate procedures. The Compensation Committee evaluates the Chief Executive Officer's performance, reviews the Compensation Committee's evaluation with him and based on that evaluation and review, determines the amount of his salary adjustment and bonus award. Consistent with the requirements of applicable Nasdaq listing standards, the Chief Executive Officer is excused from meetings of the Compensation Committee during voting deliberations regarding his compensation.

The Compensation Committee does not currently retain or use an executive compensation consultant for determining or recommending the amount or form of executive officer compensation. In making compensation decisions, the Compensation Committee is guided by the objectives of the Company's compensation program, the

Compensation Committee's own judgment and other information that it considers relevant. Based on the cyclical nature of the Company's business, the Compensation Committee believes that compensation of the executive officers should not be based on fixed formulas and that the prudent use of discretion in determining compensation is generally in the best interest of the Company and its shareholders.

Decisions regarding the compensation of the Company's directors are made by the Board of Directors, as described under ''Compensation of Directors'' below.

The Nominating Committee. During fiscal 2024, the Nominating Committee was composed of Ms. Coley, Mr. Francis and Mr. Speed. The Nominating Committee met twice during fiscal 2024.

The Nominating Committee operates under a written charter that can be found on the Company's website at www.invtitle.com/committees. The Nominating Committee reviews and assesses the adequacy of the charter on an annual basis.

The Board of Directors has determined that each member of the Company's Nominating Committee is ''independent'' as defined under applicable Nasdaq listing standards.

The Nominating Committee is responsible for identifying, evaluating and recommending to the Board of Directors candidates for election to the Board of Directors as well as appropriate members for the Audit and Compensation Committees. The slate of director nominees to be presented to shareholders is recommended to the Board of Directors by the Nominating Committee and determined by at least a majority vote of the members of the Board of Directors whose terms do not expire during the year in which the election of directors will occur. Mr. Dempster was originally recommended to the Nominating Committee by certain non-management directors and other executive officers.

Identification of Director Candidates

In recommending proposed nominees to the full Board, the Nominating Committee is charged with building and maintaining a Board that has an appropriate mix of talent and experience to achieve the Company's business objectives. In particular, the Nominating Committee considers all aspects of a candidate's qualifications in the context of the needs of the Company at that point in time with a view to creating a Board with a diversity of experience and perspective.

At a minimum, the Nominating Committee believes that a director nominee must demonstrate character and integrity, have an inquiring mind, possess substantial experience at a strategy or policy-setting level, demonstrate an ability to work effectively with others, possess either high-level managerial experience in a relatively complex organization or experience dealing with complex problems, have sufficient time to devote to the affairs of the Company and, in the case of independent director positions, be free from conflicts of interest with the Company and its subsidiaries.

Other factors the Nominating Committee considers when evaluating a potential director nominee are:

While the Nominating Committee does not have a formal policy regarding diversity, the Nominating Committee believes that diversity is an important attribute and strives to nominate candidates with a mix of backgrounds, experiences, perspectives and skills so that, as a group, the Board will possess an appropriate level of talent, skill and experience to fulfill the duties and responsibilities of the Board of Directors.

The Nominating Committee believes that a majority of the members of the Company's Board of Directors should be ''independent'' as defined under applicable Nasdaq listing standards and, as a result, it also considers

whether a potential director nominee meets such independence standards. The Committee also requires that all members of the Audit Committee be financially literate pursuant to applicable Nasdaq listing standards and that at least one member of the Audit Committee be an ''audit committee financial expert'' as defined under SEC rules. Therefore, the Nominating Committee considers whether a potential director nominee meets these criteria when evaluating his or her qualifications.

It is the policy of the Nominating Committee to consider all director candidates recommended by shareholders, provided that such recommendations are made in accordance with the procedures outlined below. The Nominating Committee evaluates such candidates in accordance with the same criteria it uses to evaluate all other director candidates.

Any shareholder that wishes to recommend a director candidate to be considered by the Nominating Committee for the 2026 Annual Meeting of Shareholders should send his or her recommendation to the attention of the Corporate Secretary, Investors Title Company, P.O. Box 2687, Chapel Hill, North Carolina 27515-2687, no later than December 12, 2025. The candidate's name, age, business address, residential address, principal occupation, qualifications, and the number of shares of Common Stock beneficially owned by the candidate must be provided with the recommendation. The shareholder must also provide a signed consent of the candidate to serve, if elected, as a director of the Company, and shall include all other information that would be required under the rules of the SEC in the proxy statement soliciting proxies for election of the director candidate.

The Company's Bylaws provide that nominations for election to the Board of Directors may be made at any annual meeting by any shareholder of record entitled to vote on such election. Such nominations must be submitted in writing to our Corporate Secretary at our principal office not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year's annual meeting, and in accordance with the procedures specified in our Bylaws. The Company or the presiding officer at the annual meeting of shareholders may refuse to accept the nomination of any person that is not submitted in compliance with such procedures.

Board Leadership Structure

J. Allen Fine serves as both the Chairman of the Board of Directors and the Chief Executive Officer of Investors Title Company, and Richard M. Hutson II serves as the Lead Independent Director.

The Board of Directors does not have a general policy regarding the separation of the roles of Chairman and Chief Executive Officer. Our bylaws permit these positions to be held by the same person, and the Board of Directors believes that it is in the best interests of the Company to retain flexibility in determining whether to separate or combine the roles of Chairman and Chief Executive Officer based on our circumstances.

The Board has determined that it is appropriate for Mr. Fine to serve as both Chairman and Chief Executive Officer (1) in recognition of his status as the founder of the Company and (2) because it provides an efficient structure that permits us to present a unified vision to our constituencies.

The Board of Directors has elected Mr. Hutson to serve as its Lead Independent Director. The duties of the Lead Independent Director include presiding at the executive sessions of the independent directors, serving as liaison between the Chairman of the Board of Directors and the independent directors, approving information, meeting agendas and schedules for the Board of Directors and calling meetings of the independent directors.

The Board's Role in Risk Oversight

Management is responsible for the day-to-day management of the risks that the Company faces. The Board of Directors is responsible for overseeing management's approach to risk management, ensuring that the risk-management processes designed and implemented by management are functioning as intended and that necessary steps are taken to assess, monitor and control key business risks. Management identifies material risks facing the Company on an ongoing basis and discusses those risks and the management of those risks with the Board of Directors or its committees, as appropriate. At the management level, the Enterprise Risk Oversight Committee is responsible for the oversight of risks in numerous areas, including financial risks; information and cybersecurity risks; business continuity and disaster recovery risks; industry and business risks; and claims risks. This Committee is responsible for identifying and assigning a tiered ownership of material risks. Further, this Committee advises executive management regarding critical risks, new and emerging risks, and the mitigating efforts, gaps and concerns related to such risks.

While the Board of Directors has ultimate responsibility for the Company's approach to risk management, the Board has delegated to certain committees' oversight responsibility for those risks that are directly related to their areas of focus. The scope of each committee's risk oversight responsibility is set forth below:

To the extent that any committee with risk oversight responsibilities identifies material risks or related issues, such risks or issues are addressed with the full Board of Directors. Each committee reports to the full Board annually and from time to time throughout the year as needed. As discussed in more detail in the Company's 2024 Annual Report, the Board of Directors has not delegated responsibility for evaluating cyber security risks to any standing committee of the Board.

Insider Trading Policy

The Company has adopted an Insider Trading and Tipping Policy (the ''Policy'') that governs the purchase, sale, and/or other transactions of the Company's securities by ''Insiders'' (as defined in the Policy to include officers, directors and employees of the Company and its direct and indirect subsidiaries). A copy of the Policy is filed as Exhibit 19 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024. In addition, with regard to the Company's trading in its own securities, it is the Company's policy to comply with the federal securities laws and the applicable exchange listing requirements.

Policies on Hedging and Pledging

Under the Company's Policy, all ''Insiders'' (as defined therein) are prohibited from entering into hedging or monetization transactions or similar arrangements with respect to the Company's securities, including the purchase or sale of ''puts'' or ''calls'' or other derivative instruments. Additionally, under the Policy, Insiders may not hold Company securities in a margin account or pledge Company securities as collateral for a loan.

Equity Award Practices

The Company does not currently grant new awards of stock options, stock appreciation rights or similar option-like instruments to its executive officers, and the Committee does not presently intend to introduce such awards into the executive compensation program. Accordingly, the Company has no specific policy or practice on the timing of awards of such options or similar awards in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant such awards in the future, the Committee intends to adopt appropriate policies and practices regarding the timing of the awards in relation to the disclosure of material nonpublic information. As part of the Company's annual director compensation program, each non-employee director is granted 750 stock appreciation rights (''SARs'') under the Company's 2019 Stock Appreciation Rights Plan (the ''2019 Plan'') on the date of each annual meeting of shareholders.

Disclaimer

Investors Title Company published this content on April 11, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 11, 2025 at 21:50 UTC.