Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in such reports is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure.
No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that the system of controls has operated effectively in all cases. The Company’s disclosure controls and procedures, however, are designed to provide reasonable assurance that the objectives of disclosure controls and procedures are met.
Pursuant to Rule 13a-15(b) under the Exchange Act, an evaluation was performed under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2023 to provide reasonable assurance that the objectives of disclosure controls and procedures are met.
Changes in Internal Control Over Financial Reporting
During the quarter ended December 31, 2023, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Reports of Management and Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
Management has assessed, and the Company’s independent registered public accounting firm, FORVIS LLP, has audited, the Company’s internal control over financial reporting as of December 31, 2023. The reports of management and FORVIS LLP thereon are included in Item 8 of this Annual Report on Form 10-K and are incorporated by reference herein.
ITEM 9B. OTHER INFORMATION
During the three-month period ended December 31, 2023, none of the Company's directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K .
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information called for by this item is incorporated by reference to the material under the captions “Proposals Requiring Your Vote – Proposal 1 – Election of Directors,” “Corporate Governance – Board of Directors and Committees – The Audit Committee” and “Corporate Governance – Code of Business Conduct and Ethics” in the Company’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held on May 15, 2024, to be filed by the Company with the Securities and Exchange Commission (“SEC”) pursuant to Regulation 14A within 120 days after the year ended December 31, 2023 (the “2024 Proxy Statement”). Other information with respect to the executive officers of the Company is included at the end of Part I of this Annual Report on Form 10-K under the separate caption “Executive Officers of the Company.”
ITEM 11. EXECUTIVE COMPENSATION
The information called for by this item is set forth under the captions “Executive Compensation” and “Compensation of Directors” in the 2024 Proxy Statement and is incorporated by reference in this Annual Report on Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The information pertaining to securities ownership of certain beneficial owners and management is set forth under the caption “Stock Ownership of Certain Beneficial Owners and Management” in the 2024 Proxy Statement and is incorporated by reference in this Annual Report on Form 10-K.
The following table provides information about the Company’s compensation plans under which equity securities are authorized for issuance as of December 31, 2023. The Company does not have any equity compensation plans that have not been approved by its shareholders.
Equity Compensation Plan Information (unrounded)
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
Equity compensation plans approved by shareholders 42,125 (a) $ 160.83 212,250 (b)
Equity compensation plans not approved by shareholders — — —
Total 42,125 $ 160.83 212,250
(a) Includes 9,000 shares issuable upon exercise of outstanding stock appreciation rights (“SARs”) under the 2009 Stock Appreciation Rights Plan (the “2009 Plan”), and 33,125 shares issuable upon exercise of SARs under the 2019 Stock Appreciation Rights Plan (the “2019 Plan”).
(b) Includes shares remaining for future issuance under the 2019 Plan. The 2009 Plan expired in March 2019.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information called for by this item is set forth under the captions “Certain Relationships and Related Transactions,” “Corporate Governance – Independent Directors” and “Proposals Requiring Your Vote – Proposal 1 – Election of Directors” set forth in the 2024 Proxy Statement and is incorporated by reference in this Annual Report on Form 10-K.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information pertaining to principal accountant fees and services is set forth under the caption “Proposals Requiring Your Vote – Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm” in the 2024 Proxy Statement and is incorporated by reference in this Annual Report on Form 10-K.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1) Consolidated Financial Statements
The following financial statements are filed under Item 8 of this Annual Report on Form 10-K:
Report of Independent Registered Public Accounting Firm (PCAOB ID: 686 )
Management’s Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2023 and 2022
Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2023 and 2022
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2023 and 2022
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022
Notes to Consolidated Financial Statements
(a)(2) Financial Statement Schedules
The following is a list of financial statement schedules filed as part of this Form 10-K Annual Report:
Schedule Number Description
I Summary of Investments – Other Than Investments in Related Parties
II Condensed Financial Information of Registrant
III Supplementary Insurance Information
IV Reinsurance
V Valuation and Qualifying Accounts
All other schedules are omitted, as the required information either is not applicable, is not required, or is presented in the accompanying Consolidated Financial Statements or the notes thereto.
(a)(3) Exhibits
The following exhibits are filed as part of this Annual Report on Form 10-K are incorporated herein by reference.
76
INDEX TO EXHIBITS
Exhibit
Number
Description Location
3.1(a) Articles of Incorporation dated January 22, 1973
Incorporated by reference to Exhibit 4.1 to Form S-8 filed August 10, 2009, File No. 333-161209
3.1(b) Articles of Amendment to the Articles of Incorporation, dated February 8, 1973
Incorporated by reference to Exhibit 4.2 to Form S-8 filed August 10, 2009, File No. 333-161209
3.1(c) Articles of Amendment to Articles of Incorporation, dated May 14, 1987
Incorporated by reference to Exhibit 4.3 to Form S-8 filed August 10, 2009, File No. 333-161209
3.1(d) Articles of Amendment to Articles of Incorporation, dated May 15, 2002
Incorporated by reference to Exhibit 3.3 to Form 10-Q for the quarter ended June 30, 2002, File No. 11774
3.1(e) Articles of Amendment to Articles of Incorporation, dated November 12, 2002
Incorporated by reference to Exhibit 3.4 to Form 10-Q for the quarter ended March 31, 2003, File No. 11774
3.1(f) Articles of Amendment to Articles of Incorporation, dated October 31, 2012
Incorporated by reference to Exhibit 3.1 to Form 10-Q filed on October 31, 2012, File No. 11774
3.2 Amended and Restated Bylaws, dated November 6, 2023
Incorporated by reference to Exhibit 3.1 to Form 10-Q filed on November 8, 2023, File No. 11774
4.1 Description of the Company’s Securities
Incorporated by reference to Exhibit 4.1 to Form 10-K for the year ended December 31, 2019, File No. 11774
4.2 Amended and Restated Rights Agreement, dated September 30, 2022, between the Company and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent
Incorporated by reference to Exhibit 4.1 to Form 8-K filed on October 3, 2022, File No. 11774
10.1* Amended and Restated Nonqualified Deferred Compensation Plan effective January 1, 2009
Incorporated by reference to Exhibit 10.13 to Form 10-K for the year ended December 31, 2008, File No. 11774
10.2* Amended and Restated Nonqualified Supplemental Retirement Benefit Plan effective January 1, 2009
Incorporated by reference to Exhibit 10.14 to Form 10-K for the year ended December 31, 2008, File No. 11774
10.3(a)* 2009 Stock Appreciation Right Plan effective March 2, 2009
Incorporated by reference to Appendix A to the Proxy Statement dated May 26, 2009, File No. 11774
10.3(b)* Form of Stock Appreciation Rights Agreement under 2009 Stock Appreciation Right Plan
Incorporated by reference to Exhibit 10 to Form 10-Q for the quarter ended June 30, 2011, File No. 11774
10.4(a)* 2019 Stock Appreciation Rights Plan effective March 11, 2019
Incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed on May 15, 2019, File No. 333-231486
10.4(b)* Form of Stock Appreciation Rights Agreement under 2019 Stock Appreciation Right Plan
Incorporated by reference to Exhibit 10.2 to Form 8-K filed on May 16, 2019, File No. 11774
10.5* Summary of Non-Employee Director Compensation
Incorporated by reference to Exhibit 10.11 to Form 10-K for the year ended December 31, 2019, File No. 11774
10.6* Second Amended and Restated Employment Agreement, by and between Investors Title Insurance Company and J. Allen Fine, dated May 4, 2022
Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarter ended March 31, 2022, File No. 11774
10.7* Second Amended and Restated Employment Agreement, by and between Investors Title Insurance Company and James A. Fine, Jr., dated May 4, 2022
Incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended March 31, 2022, File No. 11774
77
10.8* Second Amended and Restated Employment Agreement, by and between Investors Title Insurance Company and W. Morris Fine, Jr., dated May 4, 2022
Incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended March 31, 2022, File No. 11774
10.9* Amended and Restated Death Benefit Plan Agreement, by and between Investors Title Insurance Company and J. Allen Fine, dated May 4, 2022
Incorporated by reference to Exhibit 10.4 to Form 10-Q for the quarter ended March 31, 2022, File No. 11774
10.10* Amended and Restated Death Benefit Plan Agreement, by and between Investors Title Insurance Company and James A. Fine, Jr., dated May 4, 2022
Incorporated by reference to Exhibit 10.5 to Form 10-Q for the quarter ended March 31, 2022, File No. 11774
10.11* Amended and Restated Death Benefit Plan Agreement, by and between Investors Title Insurance Company and W. Morris Fine, Jr., dated May 4, 2022
Incorporated by reference to Exhibit 10.6 to Form 10-Q for the quarter ended March 31, 2022, File No. 11774
16 Letter, dated June 7, 2022, from FORVIS, LLP to the U.S. Securities and Exchange Commission
Incorporated by reference to Exhibit 16.1 to Form 8-K filed on June 7, 2022 , File No. 11774
21 Subsidiaries of Registrant
Filed herewith
23 Consent of Independent Registered Public Accounting Firm
Filed herewith
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
32 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Furnished herewith
97 Policy for the Recovery of Erroneously Awarded Compensation
Filed herewith
101.INS XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) Filed herewith
101.SCH XBRL Taxonomy Extension Schema Document Filed herewith
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith
101.LAB XBRL Taxonomy Extension Label Linkbase Document Filed herewith
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document Filed herewith
101.DEF XBRL Taxonomy Extension Definition Linkbase Document Filed herewith
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) Filed herewith
* Management contract or compensatory plan or arrangement
78
SCHEDULE I
INVESTORS TITLE COMPANY AND SUBSIDIARIES
SUMMARY OF INVESTMENTS – OTHER THAN INVESTMENTS IN RELATED PARTIES
AS OF DECEMBER 31, 2023
Type of Investment (in thousands) Cost (1) Market Value Amount at which shown in the Balance Sheet (3)
Fixed maturity securities:
Government obligations
$ 2,220 $ 2,220 $ 2,220
General obligations of U.S. states, territories and political subdivisions 9,419 9,459 9,459
Special revenue issuer obligations of U.S. states, territories and political subdivisions
18,514 18,525 18,525
Public utilities 6,394 6,462 6,462
Corporate debt securities 26,559 27,181 27,181
Total fixed maturity securities 63,106 63,847 63,847
Equity securities:
Common stocks:
Public utilities 176 301 301
Banks, trusts and insurance companies 1,441 2,385 2,385
Industrial, miscellaneous and all other 19,738 29,539 29,539
Technology 1,626 4,987 4,987
Total equity securities 22,981 37,212 37,212
Other investments:
Short-term investments 110,224 110,224 110,224
Other investments (2) 14,170 14,170 14,170
Total other investments 124,394 124,394 124,394
Total investments (2) $ 210,481 $ 225,453 $ 225,453
(1) Fixed maturity securities are shown at amortized cost and equity securities are shown at original cost.
(2) The above summary of investments does not include investments in related parties accounted for under the equity method or the measurement alternative methods of accounting in the amount of $ 3,215 .
(3) All fixed maturity securities presented are classified as available-for-sale and shown at estimated fair value. Equity securities are shown at fair value.
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SCHEDULE II
INVESTORS TITLE COMPANY (PARENT COMPANY)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
BALANCE SHEETS
AS OF DECEMBER 31, 2023 AND 2022
(in thousands) 2023 2022
Assets
Cash and cash equivalents $ 4,409 $ 3,450
Fixed maturity securities, available-for-sale, at fair value
4,287 5,900
Equity securities, at fair value
188 325
Short-term investments
83,095 64,832
Investments in affiliated companies
148,934 159,700
Other investments
4,172 6,703
Prepaid expenses and other receivables 5,516 3,864
Current income taxes receivable 1,293 2,799
Accrued interest and dividends 192 185
Property, net 1,562 1,691
Total Assets $ 253,648 $ 249,449
Liabilities and Shareholders’ Equity
Liabilities:
Accounts payable and accrued liabilities $ 1,842 $ 7,726
Deferred income taxes, net 253 712
Total liabilities 2,095 8,438
Shareholders’ Equity:
Preferred stock ( 1,000 authorized shares; no shares issued)
— —
Common stock – no par value ( 10,000 authorized shares; 1,891 and 1,897 shares issued and outstanding as of December 31, 2023 and 2022, respectively, excluding in each period 292 shares of common stock held by the Company)
— —
Retained earnings 250,915 240,811
Accumulated other comprehensive income 638 200
Total shareholders’ equity 251,553 241,011
Total Liabilities and Shareholders’ Equity $ 253,648 $ 249,449
Refer to the Notes to Condensed Financial Statements.
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SCHEDULE II
INVESTORS TITLE COMPANY (PARENT COMPANY)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(in thousands, except per share amounts) 2023 2022
Revenues:
Interest and dividends $ 3,671 $ 990
Net investment losses ( 142 ) ( 739 )
Rental income 922 869
Gain on disposals of property 194 —
Miscellaneous (loss) income ( 36 ) 305
Total Revenues 4,609 1,425
Operating Expenses:
Personnel expenses 874 947
Office and technology expenses 628 447
Other expenses 979 936
Total Operating Expenses 2,481 2,330
Equity in Net Income of Affiliated Companies 19,670 24,584
Income before Income Taxes 21,798 23,679
Provision (Benefit) for Income Taxes 112 ( 224 )
Net Income $ 21,686 $ 23,903
Basic Earnings per Common Share $ 11.45 $ 12.60
Weighted Average Shares Outstanding – Basic 1,893 1,897
Diluted Earnings per Common Share $ 11.45 $ 12.59
Weighted Average Shares Outstanding – Diluted 1,893 1,898
Refer to the Notes to Condensed Financial Statements.
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SCHEDULE II
INVESTORS TITLE COMPANY (PARENT COMPANY)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(in thousands) 2023 2022
Operating Activities
Net income $ 21,686 $ 23,903
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in net earnings of subsidiaries ( 19,670 ) ( 24,584 )
Depreciation 126 115
Amortization, net ( 2,924 ) ( 272 )
Share-based compensation expense related to stock appreciation rights 425 362
Net gains on disposal of property ( 194 ) —
Net investment losses on securities 142 343
Net realized losses on other investments — 396
Net losses from other investments 21 11
Benefit for deferred income taxes ( 433 ) ( 927 )
(Increase) decrease in receivables ( 1,652 ) 1,249
Decrease (increase) in current income taxes receivable 1,506 ( 2,799 )
Decrease (increase) in other assets 3,204 ( 153 )
Decrease in current income taxes payable — ( 433 )
(Decrease) increase in accounts payable and accrued liabilities ( 1,326 ) 3,212
Net cash provided by operating activities 911 423
Investing Activities
Dividends received from subsidiaries 32,478 55,643
Purchases of fixed maturity and equity securities ( 1,203 ) ( 3,851 )
Purchases of short-term securities ( 127,789 ) ( 64,513 )
Purchases of and net earnings from other investments ( 81 ) ( 46 )
Proceeds from sales and maturities of fixed maturity and equity securities 2,892 5,278
Proceeds from sales and maturities of short-term securities 107,083 23,487
Proceeds from sales and distributions of other investments 2 776
Proceeds from sales of other assets — —
Purchases of property ( 9 ) ( 201 )
Proceeds from disposals of property 206 60
Net cash provided by investing activities 13,579 16,633
Financing Activities
Repurchases of common stock ( 959 ) ( 133 )
Exercise of stock appreciation rights — ( 1 )
Capital contribution to subsidiaries ( 1,524 ) ( 4,875 )
Dividends paid ( 11,048 ) ( 9,181 )
Net cash used in financing activities ( 13,531 ) ( 14,190 )
Net Increase in Cash and Cash Equivalents 959 2,866
Cash and Cash Equivalents, Beginning of Period 3,450 584
Cash and Cash Equivalents, End of Period $ 4,409 $ 3,450
Supplemental Disclosures:
Income tax payments, net $ 8,320 $ 15,186
Non cash 1031 exchange proceeds receivable $ ( 2,589 ) $ —
Refer to the Notes to Condensed Financial Statements.
82
SCHEDULE II
INVESTORS TITLE COMPANY (PARENT COMPANY)
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
NOTES TO THE CONDENSED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
(in thousands)
1. The accompanying Condensed Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto of Investors Title Company and Subsidiaries.
2. Cash dividends paid to Investors Title Company by its wholly owned subsidiaries were as follows:
Subsidiaries 2023 2022
Investors Title Insurance Company, net* $ 25,478 $ 48,243
Investors Title Exchange Corporation 5,800 4,300
Investors Title Accommodation Corporation — 100
Investors Trust Company 500 400
Investors Title Commercial Agency, LLC — 2,600
National Investors Holdings, LLC 700 —
Total $ 32,478 $ 55,643
* Total dividends of $ 27,181 and $ 49,655 paid to the Parent Company in 2023 and 2022, respectively, netted with dividends of $ 1,703 and $ 1,412 received from the Parent Company in 2023 and 2022, respectively.
83
SCHEDULE III
INVESTORS TITLE COMPANY AND SUBSIDIARIES
SUPPLEMENTARY INSURANCE INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
Segment Deferred Policy Acquisition Cost Future Policy Benefits, Losses, Claims and Loss Expenses Unearned Premiums Other Policy Claims and Benefits Payable Premium Revenue Net Investment Income Benefits, Claims, Losses and Settlement Expenses Amortization of Deferred Policy Acquisition Costs Other Operating Expenses Premiums Written
Year Ended December 31, 2023 (in thousands)
Title
Insurance $ — $ 37,147 $ — $ 804 $ 171,158 $ ( 2,926 ) $ 4,762 $ — $ 182,571 N/A
All Other — — — — — 3,550 — — 11,187 N/A
$ — $ 37,147 $ — $ 804 $ 171,158 $ 624 $ 4,762 $ — $ 193,758 N/A
Year Ended December 31, 2022 (in thousands)
Title
Insurance $ — $ 37,192 $ — $ 1,491 $ 248,632 $ ( 9,333 ) $ 4,255 $ — $ 238,025 N/A
All Other — — — — — ( 3,028 ) — — 11,004 N/A
$ — $ 37,192 $ — $ 1,491 $ 248,632 $ ( 12,361 ) $ 4,255 $ — $ 249,029 N/A
84
SCHEDULE IV
INVESTORS TITLE COMPANY AND SUBSIDIARIES
REINSURANCE
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
Gross Amount Ceded to Other Companies Assumed from Other Companies Net Amount Percentages of Amount Assumed to Net
Year Ended December 31, 2023 (in thousands)
Title Insurance $ 171,512 $ 354 $ — $ 171,158 — %
Year Ended December 31, 2022 (in thousands)
Title Insurance $ 249,450 $ 818 $ — $ 248,632 — %
85
SCHEDULE V
INVESTORS TITLE COMPANY AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022
Description Balance at Beginning of Period Additions Charged to Costs and Expenses Additions Charged to Other Accounts – Describe Deductions – Describe Balance at End of Period
2023 (in thousands)
Premiums receivable:
Valuation provision $ 159 $ 773 $ — $ ( 844 ) (a) $ 88
Reserves for claims $ 37,192 $ 4,762 $ — $ ( 4,807 ) (b) $ 37,147
2022 (in thousands)
Premiums receivable:
Valuation provision $ 190 $ 508 $ — $ ( 539 ) (a) $ 159
Reserves for claims $ 36,754 $ 4,255 $ — $ ( 3,817 ) (b) $ 37,192
(a) Canceled premiums
(b) Payments of claims, net of recoveries
86
ITEM 16. FORM 10-K SUMMARY
None.
87
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
INVESTORS TITLE COMPANY
(Registrant)
By: /s/ J. Allen Fine
J. Allen Fine, Chairman and Chief Executive
Officer (Principal Executive Officer)
March 14, 2024
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 14th day of March, 2024.
/s/ J. Allen Fine /s/ James A. Fine, Jr.
J. Allen Fine, Chairman of the Board and James A. Fine, Jr., President, Treasurer, Chief
Chief Executive Officer Financial Officer, Chief Accounting Officer and
(Principal Executive Officer) Director (Principal Financial Officer and
Principal Accounting Officer)
/s/ W. Morris Fine /s/ Tammy F. Coley
W. Morris Fine, Executive Vice President, Tammy F. Coley, Director
Secretary and Director
/s/ David L. Francis /s/ Richard M. Hutson II
David L. Francis, Director Richard M. Hutson II, Director
/s/ Elton C. Parker, Jr. /s/ James E. Scott
Elton C. Parker, Jr., Director James E. Scott, Director
/s/ James H. Speed, Jr.
James H. Speed, Jr., Director
88