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)³	Compensation Actually Paid to PEO (Raymond R. Quirk)⁴	Average Summary Compensation Table Total for Non-PEO NEOs⁵	Average Compensation Actually Paid to Non-PEO NEOs⁶	Value of Initial Fixed $100 Investment Based On:		Net Income (millions)⁹	Adjusted Pre-Tax Title Margin¹⁰
Year							Total Shareholder Return⁷	Peer Group Total Shareholder Return⁸	Net Income (millions)⁹	Adjusted Pre-Tax Title Margin¹⁰
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)
2023	9,801,585	12,581,961	—	—	4,214,874	5,774,369	206.52	169.56	517	13.7%
2022	7,710,841	6,458,623	8,050,151	5,028,454	2,720,737	1,895,590	145.31	130.06	1,294	16.7%
2021	—	—	10,457,921	13,611,443	4,113,156	5,087,504	185.19	195.35	2,797	21.7%
2020	—	—	9,716,868	7,994,932	3,768,475	3,244,234	134.00	123.30	1,501	19.6%
2019	—	—	9,646,148	13,264,537	4,223,123	5,379,749	148.93	129.17	1,062	16.3%

1.

Mr. Nolan was appointed to serve as our Chief Executive Officer on February 1, 2022. The dollar amounts reported in columns (b) are the amounts of total compensation reported for Mr. Nolan for his role as 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 2023 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)

2023

9,801,585

(5,510,038)

8,290,414

12,581,961

(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.

(b)

The equity award adjustments include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted during 2023 that are outstanding and unvested as of the end of he year; (ii) the amount of change as of the end of 2023 (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 2023; (iii) for awards that are granted and vest in the same year, the fair value as of the vesting date; (iv) for awards granted in prior years that vested in 2023, 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 2023, 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 Equity
Award
Adjustments

2023

6,322,659

1,522,208

—

445,547

—

8,290,414

3.

Mr. Quirk ceased to be our Chief Executive Officer and transitioned 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.

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 Mr. Nolan (who has served as our Chief Executive Officer since February 1, 2022) for 2022 and 2023 and Mr. Quirk (who served as our Chief Executive Officer through January 31, 2022) for 2022, 2021, 2020 and 2019 ) 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 2023, Raymond R. Quirk, Anthony J. Park, Peter T. Sadowski and Michael L. Gravelle, (ii) for 2022, Anthony J. Park, Peter T. Sadowski, Michael L. Gravelle and Roger S. Jewkes; (iii) for 2021 and 2020, Michael J. Nolan, Roger S. Jewkes, Anthony J. Park and Peter T. Sadowski; and (iv) for 2019, Michael J. Nolan, Roger S. Jewkes, Anthony J. Park, Peter T. Sadowski 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 Mr. Nolan for 2023, 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 Mr. Nolan for 2023, Messrs. Nolan and Quirk for 2022 and excluding Mr. Quirk for 2021, 2020 and 2019) 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 Mr. Nolan for 2023, Messrs. Nolan and Quirk for 2022 and excluding Mr. Quirk for 2021, 2020 and 2019) 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	Average Compensation Actually Paid to Non-PEO NEOs
2023	4,214,874	(2,233,759)	3,793,254	—	—	5,774,369

(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

2023

2,563,718

880,913

—

348,623

—

3,793,254

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.

Peer Group Issuers, Footnote

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.

Non-PEO NEO Average Total Compensation Amount

$ 4,214,874

$ 2,720,737

$ 4,113,156

$ 3,768,475

$ 4,223,123

Adjustment to Non-PEO NEO Compensation Footnote

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 Mr. Nolan (who has served as our Chief Executive Officer since February 1, 2022) for 2022 and 2023 and Mr. Quirk (who served as our Chief Executive Officer through January 31, 2022) for 2022, 2021, 2020 and 2019 ) 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 2023, Raymond R. Quirk, Anthony J. Park, Peter T. Sadowski and Michael L. Gravelle, (ii) for 2022, Anthony J. Park, Peter T. Sadowski, Michael L. Gravelle and Roger S. Jewkes; (iii) for 2021 and 2020, Michael J. Nolan, Roger S. Jewkes, Anthony J. Park and Peter T. Sadowski; and (iv) for 2019, Michael J. Nolan, Roger S. Jewkes, Anthony J. Park, Peter T. Sadowski 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 Mr. Nolan for 2023, 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 Mr. Nolan for 2023, Messrs. Nolan and Quirk for 2022 and excluding Mr. Quirk for 2021, 2020 and 2019) 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 Mr. Nolan for 2023, Messrs. Nolan and Quirk for 2022 and excluding Mr. Quirk for 2021, 2020 and 2019) 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	Average Compensation Actually Paid to Non-PEO NEOs
2023	4,214,874	(2,233,759)	3,793,254	—	—	5,774,369

(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

2023

2,563,718

880,913

—

348,623

—

3,793,254

Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Net Income. As demonstrated by the following table, 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 Mr. Nolan for 2023, Messrs. Nolan and Quirk for 2022 and excluding Mr. Quirk for 2021, 2020 and 2019) is generally aligned with the Company’s net income over the five years presented in the table. While the Company does not use net income as a performance measure in the overall executive compensation program, the measure of net income is correlated with the measure Adjusted Pre-tax Margin, which the company does use for when setting goals in the Company’s annual incentive plan and the performance-based restricted stock awards that are granted to the NEOs.

Total Shareholder Return Vs Peer Group

Cumulative TSR of the Company and Cumulative TSR of the Peer Group. As demonstrated by the following graph, the Company’s cumulative TSR over the five-year period presented in the table was 107%, while the cumulative TSR of the peer group presented for this purpose, First American Financial Corporation and Stewart Information Services Corp., was 70%over the five years presented in the table. The Company’s cumulative TSR generally outperformed the First American Financial Corporation and Stewart Information Services Corp. during the five years presented in the table, representing the Company’s superior financial performance as compared to the companies comprising the First American Financial Corporation and Stewart Information Services Corp. peer group. For more information regarding the Company’s performance and the companies that the Compensation Committee considers when determining compensation, refer to “Executive Compensation – Compensation Discussion and Analysis.”

TOTAL SHAREHOLDER RETURN VS PEER GROUP

Total Shareholder Return Amount

$ 206.52

145.31

185.19

134

148.93

Net Income (Loss)

$ 517,000,000

$ 1,294,000,000

$ 2,797,000,000

$ 1,501,000,000

$ 1,062,000,000

PEO Name

Mr. Nolan

Pay vs Performance Disclosure

Non-GAAP Measure Description

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.