PAY VERSUS PERFORMANCE

As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”

Year
Summary

Compensation

Table Total

for PEO

(Michael

J. Nolan)

($)¹

Compensation

Actually

Paid to

PEO (Michael

J. Nolan)

($)²

Summary

Compensation

Table Total

for PEO

(Raymond

R. Quirk)

($)¹

Compensation

Actually Paid

to PEO

(Raymond

R. Quirk)

($)³

Average

Summary

Compensation

Table

Total for

Non-PEO

NEOs

($)⁵

Average

Compensation

Actually

Paid to

Non-PEO

NEOs

($)⁶

Value of Initial Fixed

$100 Investment

Based On:

Net

Income

(millions)

($)⁹

Adjusted

Pre-Tax

Title

Margin

($)¹⁰

Total

Shareholder

Return

($)⁷

Peer Group

Total

Shareholder

Return

($)⁸

(a) (b) (c) (d) (e) (f) (g) (h) (i) ( j) (k)

2022 7,710,841 6,458,623 8,050,151 5,028,454 2,720,737 1,895,590 (33.04) (55.30) 1,136 16.7%

2021 — — 10,457,921 13,611,443 4,113,156 5,087,504 42.41 61.03 2,422 21.7%

2020 — — 9,716,868 7,994,932 3,768,475 3,244,234 (12.37) (4.97) 1,427 19.6%

2019 — — 9,646,148 13,264,537 4,223,123 5,379,749 40.55 24.71 1,062 16.3%

2018 — — 9,078,682 6,842,561 3,724,760 3,257,939 (17.14) (15.30) 628 14.8%

1.

The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Nolan (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Summary Compensation Table.”

2.

The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Nolan, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Nolan during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Nolan’s total compensation for each year to determine the compensation actually paid:

Year

Reported

Summary Compensation
Table Total for PEO (Michael
J. Nolan) ($)

Reported
Value of Equity Awards

($)^(a)

Equity

Award Adjustments
($)^(b)

Compensation

Actually Paid to PEO

(Michael J. Nolan) ($)

2022

7,710,841

4,476,678

(1,252,219)

6,458,623

(a)

The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. We did not award any options to our executives in 2022, 2021 or 2020.

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair value did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

Year

Year End

Fair Value

of Equity

Awards ($)

Year over

Year Change

in Fair

Value of

Outstanding

and Unvested

Equity

Awards ($)

Fair Value

as of

Vesting

Date of

Equity

Awards

Granted

and Vested

in the Year

($)

Year over

Year Change

in Fair Value

of Equity

Awards

Granted in

Prior Years

that Vested

in the Year

($)

Fair Value at

the End of

the Prior Year

of Equity

Awards that

Failed to

Meet Vesting

Conditions in

the Year ($)

Value of

Dividends or

Other Earnings

Paid on Stock or

Option Awards

not Otherwise

Reflected in Fair

Value or Total

Compensation ($)

Total ($)

2022

5,944,643

3,545,363

—

(568,228)

—

247,324

(1,252,219)

3.

Mr. Quirk ceased to be our Chief Executive Officer and transited to Executive Vice-Chairman of our Board as of February 1, 2022. The dollar amounts reported in column (d) are the amounts of total compensation reported for Mr. Quirk for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Summary Compensation Table.”

4.

The dollar amounts reported in column (e) represent the amount of “compensation actually paid” to Mr. Quirk, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Quirk during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Quirk’s total compensation for each year to determine the compensation actually paid:

Year	Reported Summary Compensation Table Total for PEO (Raymond R. Quirk) ($)	Reported Value of Equity Awards ($)^(a)	Equity Award Adjustments ($)^(b)	Compensation Actually Paid to PEO (Raymond R. Quirk) ($)
2022	8,050,151	5,026,678	(3,021,697)	5,028,454
2021	10,457,921	5,390,000	3,153,522	13,611,443
2020	9,716,868	4,900,000	(1,721,936)	7,994,932
2019	9,646,148	4,675,038	3,618,389	13,264,537
2018	9,078,682	4,674,991	(2,236,122)	6,842,561

(a)

The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair value did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

Year	Year End Fair Value of Equity Awards ($)	Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)	Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)	Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)	Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)	Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)	Total ($)
2022	9,292,033	3,104,517	—	(1,467,893)	—	368,357	(3,021,697)
2021	12,213,485	7,259,086	—	1,244,730	—	39,707	3,153,522
2020	9,882,937	4,815,150	—	(1,645,829)	—	8,743	(1,721,936)
2019	10,482,318	6,299,120	—	1,994,465	—	(158)	3,618,389
2018	8,610,381	3,321,314	—	(964,648)	—	82,203	(2,236,122)

5.

The dollar amounts reported in column (f) represent the average of the amounts reported for our named executive officers (NEOs) as a group (excluding for 2022 Mr. Nolan who has served as our Chief Executive Officer since February 1, 2022 and Mr. Quirk who served as our Chief Executive Officer through January 31, 2022, and excluding Mr. Quirk for 2021, 2020, 2019 and 2018) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Messrs. Nolan and/or Quirk, as applicable) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Anthony J. Park, Peter T. Sadowski, Michael L. Gravelle and Roger S. Jewkes; (ii) for 2021 and 2020, Michael J. Nolan, Roger S. Jewkes, Anthony J. Park and Peter T. Sadowski; (iii) for 2019, Michael J. Nolan, Roger S. Jewkes, Anthony J. Park, Peter T. Sadowski and Brent B. Bickett; and (iv) for 2018, Michael J. Nolan, Roger S. Jewkes, Anthony J. Park and Brent B. Bickett.

6.

The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Messrs. Nolan and Quirk for 2022 and excluding Mr. Quirk for 2021, 2020, 2019 and 2018), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Messrs. Nolan and Quirk for 2022 and excluding Mr. Quirk for 2021, 2020, 2019 and 2018) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Messrs. Nolan and Quirk for 2022 and excluding Mr. Quirk for 2021, 2020, 2019 and 2018) for each year to determine the compensation actually paid, using the same methodology described above in Note 2:

Year	Average Reported Summary Compensation Table Total for Non-PEO NEOs ($)	Average Reported Value of Equity Awards ($)	Average Equity Award Adjustments ($) ^(a)	Average Reported Change in the Actuarial Present Value of Pension Benefits ($)	Average Pension Benefit Adjustments ($) ^(b)	Average Compensation Actually Paid to Non-PEO NEOs ($)
2022	2,720,737	1,100,000	(825,147)	—	—	1,895,590
2021	4,113,156	1,672,715	974,347	—	—	5,087,504
2020	3,768,475	1,520,650	(524,240)	—	—	3,244,234
2019	4,223,123	1,144,817	1,156,626	—	—	5,379,749
2018	3,724,760	1,541,123	(466,821)	—	—	3,257,939

(a)

The amounts deducted or added in calculating the total average equity award adjustments are as follows:

Year	Average Year End Fair Value of Equity Awards ($)	Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($)	Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)	Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)	Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)	Average Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)	Total Average Equity Award Adjustments ($)
2022	2,293,644	586,485	—	(403,400)	—	91,769	(825,147)
2021	3,783,119	2,250,979	—	383,148	—	12,935	974,347
2020	3,048,549	1,497,298	—	(503,788)	—	2,900	(524,240)
2019	2,981,659	1,669,774	—	637,098	—	(5,428)	1,156,626
2018	2,859,592	1,089,630	—	(39,155)	—	23,826	(466,821)

7.

Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.

8.

Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is First American Financial Corporation and Stewart Information Services Corp.

9.

The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

10.

Adjusted Pre-tax Title Margin is calculated by dividing the earnings before income taxes and non-controlling interests from our title segment, excluding recognized gains and losses, purchase accounting amortization and other unusual items, by total revenues of the title segment excluding recognized gains and losses.

Named Executive Officers, Footnote [Text Block]

1.The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Nolan (our Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Summary Compensation Table.3.Mr. Quirk ceased to be our Chief Executive Officer and transited to Executive Vice-Chairman of our Board as of February 1, 2022. The dollar amounts reported in column (d) are the amounts of total compensation reported for Mr. Quirk for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Summary Compensation Table.

5.

The dollar amounts reported in column (f) represent the average of the amounts reported for our named executive officers (NEOs) as a group (excluding for 2022 Mr. Nolan who has served as our Chief Executive Officer since February 1, 2022 and Mr. Quirk who served as our Chief Executive Officer through January 31, 2022, and excluding Mr. Quirk for 2021, 2020, 2019 and 2018) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Messrs. Nolan and/or Quirk, as applicable) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Anthony J. Park, Peter T. Sadowski, Michael L. Gravelle and Roger S. Jewkes; (ii) for 2021 and 2020, Michael J. Nolan, Roger S. Jewkes, Anthony J. Park and Peter T. Sadowski; (iii) for 2019, Michael J. Nolan, Roger S. Jewkes, Anthony J. Park, Peter T. Sadowski and Brent B. Bickett; and (iv) for 2018, Michael J. Nolan, Roger S. Jewkes, Anthony J. Park and Brent B. Bickett.

Adjustment To PEO Compensation, Footnote [Text Block]

2.

The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Nolan, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Nolan during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Nolan’s total compensation for each year to determine the compensation actually paid:

Year

Reported

Summary Compensation
Table Total for PEO (Michael
J. Nolan) ($)

Reported
Value of Equity Awards

($)^(a)

Equity

Award Adjustments
($)^(b)

Compensation

Actually Paid to PEO

(Michael J. Nolan) ($)

2022

7,710,841

4,476,678

(1,252,219)

6,458,623

(a)

The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. We did not award any options to our executives in 2022, 2021 or 2020.

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair value did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

Year

Year End

Fair Value

of Equity

Awards ($)

Year over

Year Change

in Fair

Value of

Outstanding

and Unvested

Equity

Awards ($)

Fair Value

as of

Vesting

Date of

Equity

Awards

Granted

and Vested

in the Year

($)

Year over

Year Change

in Fair Value

of Equity

Awards

Granted in

Prior Years

that Vested

in the Year

($)

Fair Value at

the End of

the Prior Year

of Equity

Awards that

Failed to

Meet Vesting

Conditions in

the Year ($)

Value of

Dividends or

Other Earnings

Paid on Stock or

Option Awards

not Otherwise

Reflected in Fair

Value or Total

Compensation ($)

Total ($)

2022

5,944,643

3,545,363

—

(568,228)

—

247,324

(1,252,219)

4.

The dollar amounts reported in column (e) represent the amount of “compensation actually paid” to Mr. Quirk, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Quirk during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Quirk’s total compensation for each year to determine the compensation actually paid:

Year	Reported Summary Compensation Table Total for PEO (Raymond R. Quirk) ($)	Reported Value of Equity Awards ($)^(a)	Equity Award Adjustments ($)^(b)	Compensation Actually Paid to PEO (Raymond R. Quirk) ($)
2022	8,050,151	5,026,678	(3,021,697)	5,028,454
2021	10,457,921	5,390,000	3,153,522	13,611,443
2020	9,716,868	4,900,000	(1,721,936)	7,994,932
2019	9,646,148	4,675,038	3,618,389	13,264,537
2018	9,078,682	4,674,991	(2,236,122)	6,842,561

(a)

The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair value did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

Year	Year End Fair Value of Equity Awards ($)	Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($)	Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)	Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)	Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)	Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($)	Total ($)
2022	9,292,033	3,104,517	—	(1,467,893)	—	368,357	(3,021,697)
2021	12,213,485	7,259,086	—	1,244,730	—	39,707	3,153,522
2020	9,882,937	4,815,150	—	(1,645,829)	—	8,743	(1,721,936)
2019	10,482,318	6,299,120	—	1,994,465	—	(158)	3,618,389
2018	8,610,381	3,321,314	—	(964,648)	—	82,203	(2,236,122)

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,895,590

5,087,504

3,244,234

5,379,749

3,257,939

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

Compensation Actually Paid and Cumulative TSR. As demonstrated by the following graph, the amount of compensation actually paid to Mr. Quirk in 2018, 2019, 2020 and 2021, the average compensation paid to Messrs. Quirk and Nolan for 2022, and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Messrs. Nolan and Quirk for 2022 and excluding Mr. Quirk for 2021, 2020, 2019 and 2018) is generally aligned with the Company’s cumulative TSR over the five years presented in the table. The alignment of compensation actually paid with the Company’s cumulative TSR over the period presented is because a significant portion of the compensation actually paid to Messrs. Nolan and Quirk and to the other NEOs is comprised of equity awards.

Compensation Actually Paid vs. Company Selected Measure [Text Block]

Compensation Actually Paid and Adjusted Pre-tax Title Margin. As demonstrated by the following graph, the amount of compensation actually paid to our principal executive officer and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Messrs. Nolan and Quirk for 2022 and excluding Mr. Quirk for 2021, 2020, 2019 and 2018) is generally aligned with the Adjusted Pre-tax Title Margin of our title segment over the five years presented in the table. As described above, Adjusted Pre-tax Title Margin is determined by dividing the earnings before income taxes and non-controlling interests from our title segment, excluding recognized gains and losses, purchase accounting amortization and other unusual items, by total revenues of the title segment excluding recognized gains and losses. The Company has determined that Adjusted Pre-tax Title Margin is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the company’s NEOs, for the most recently completed fiscal year, to Company performance. The Company utilizes Adjusted Pre-tax Title Margin when setting goals in the Company’s annual incentive plan, as well as for setting goals for the performance-based restricted stock awards granted to the NEOs.

Tabular List [Table Text Block]

Tabular List of Financial Performance Measures. As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:

•

Adjusted Pre-Tax Title Margin

•

Adjusted Title Revenue