Richard Massey
Alight, Inc. / DelawareAbout Richard N. Massey
Independent director since 2021; age 69; currently Chair of the Compensation Committee and member of the Nominating & Corporate Governance Committee. Background spans CEO roles at Cannae Holdings and multiple SPACs, senior strategy and legal roles at Alltel, and investment banking at Stephens; extensive board experience across public companies (Dun & Bradstreet, FNF, Black Knight) and non-profits (Oxford American Literary Project, Arkansas Razorback Foundation) . Initially designated to the Board pursuant to the Investor Rights Agreement; the Board has affirmatively determined he is an independent director under NYSE rules . Current Class II term expires at the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foley Trasimene Acquisition Corp. (FTAC) | Chairman; CEO; Director | Chairman Apr–Jul 2021; CEO Mar 2020–Jul 2021; Director May 2020–Jul 2021 | Led SPAC predecessor to Alight; transaction leadership |
| Cannae Holdings (NYSE: CNNE) | Chief Executive Officer | Nov 2019–Feb 2024 | Sponsor-affiliated leadership; M&A experience |
| Austerlitz Acquisition Corp. I & II | Chief Executive Officer; Director | CEO Jan 2021–Dec 2022; Director Feb 2021–Apr 2022 | SPAC leadership and governance |
| Foley Trasimene Acquisition Corp. II | Chief Executive Officer; Director | CEO Jul 2020–Mar 2021; Director Aug 2020–Mar 2021 | SPAC leadership |
| Bear State Financial, Inc. | Chairman; Principal shareholder | 2011–Apr 2018 | Public bank leadership |
| Alltel Corporation | Chief Strategy Officer; General Counsel | Prior to 2009 (dates not specified) | Strategic and legal oversight |
| Stephens Inc. | Managing Director | Prior to 2009 (dates not specified) | Financial advisory focused on software/IT |
| Westrock Capital, LLC | Partner | Jan 2009–present | Private investment partnership |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Dun & Bradstreet (NYSE: DNB) | Director | Feb 2019–present | Current public company board |
| Fidelity National Financial (NYSE: FNF) | Former Director | Feb 2006–Jan 2021 | Prior board; sector interlock with Sponsor Investors |
| Black Knight Inc. | Former Director | Dec 2014–Jul 2020 | Prior board; financial technology |
| Cannae Holdings (NYSE: CNNE) | Former Director | Jun 2018–Jun 2024 | Prior board; Sponsor Investor link |
| Fidelity National Information Services (NYSE: FIS) | Former Director | Not specified | Prior board |
| FGL Holdings (NYSE: FG) | Former Director | Not specified | Prior board |
| Oxford American Literary Project | Director | Not specified | Non-profit governance |
| Arkansas Razorback Foundation | Director | Not specified | Non-profit governance |
Board Governance
- Committee assignments: Compensation Committee Chair; Nominating & Corporate Governance Committee member .
- Independence: Board determined Richard N. Massey is independent under NYSE and SEC rules .
- Attendance: In 2024, all incumbent directors met at least 75% attendance except one (Denise Williams at 71%); Board held 31 meetings; Compensation Committee met 7 times; Nominating & Corporate Governance met 7 times .
- Designation history: Initially designated pursuant to the Investor Rights Agreement (Sponsor Investors’ rights) ; current Class II term expires in 2026 .
- Lead Independent Director: No current Lead Director; Board uses regular executive sessions and maintains fully independent standing committees .
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $89,985 | Annual cash retainer and committee fees; elected to take 100% of cash retainer in shares; paid quarterly . |
| Stock awards (RSUs) – grant-date fair value | $149,996 | Time-vested RSUs vest on first anniversary of grant date; Massey’s grant date July 2, 2024 . |
| Total | $239,981 | Sum of cash fees and stock awards . |
Director compensation program changes (effective Q2 2025):
- Board member annual cash retainer increased from $70,000 to $85,000; annual equity grant increased from $150,000 to $200,000; Chair cash retainer decreased from $300,000 to $200,000 and Chair equity grant added at $200,000 .
Performance Compensation
- Director equity is time-vested (no performance metrics tied to director RSUs); RSUs typically vest on the first anniversary of grant date, subject to continued service .
- 2024 RSU grant date for Massey: July 2, 2024; vesting at first anniversary subject to service .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | Dun & Bradstreet (NYSE: DNB) . |
| Prior public boards | FNF; Black Knight; Cannae; FIS; FGL Holdings . |
| Sponsor Investor ties | Initially designated under Investor Rights Agreement; Sponsor Investors retain rights to designate directors (up to three, including Chair) and consent rights regarding CEO’s Board seat above thresholds; designee removal requires Sponsor consent; implies continuing influence . |
| Board composition linkage | Board Chair (Russell Fradin) and Director (William P. Foley II) have Sponsor affiliations; Massey’s prior leadership at Cannae/Trasimene suggests network interlocks . |
Expertise & Qualifications
- Financial control/audit, strategic planning, risk management, corporate governance, senior leadership, CEO experience, industry knowledge; as reflected in Board skills matrix .
- Extensive M&A execution, corporate finance, and legal strategy track record across public and private companies .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class V Shares | % of Class V | Voting Power % |
|---|---|---|---|---|---|
| Richard N. Massey | 1,488,368 | * | — | — | * |
Notes:
- “*” indicates less than 1.0% .
- Equity ownership guidelines: 5x retainer for non-employee directors; Company reports directors have achieved or are working toward compliance within five years; 100% of after-tax shares must be retained until guideline met .
- Prohibitions: Company policies do not allow pledging or hedging shares; robust clawback policy and independent compensation consultant in place .
Insider Trades (Form 4 Filings)
| Date Filed | Form | Notes |
|---|---|---|
| July 2, 2025 | Form 4 | Company disclosure of director transactions since proxy “as of” date |
| July 7, 2025 | Form 4 | Company disclosure of director transactions since proxy “as of” date |
| October 2, 2025 | Form 4 | Company disclosure of director transactions since proxy “as of” date |
Governance Assessment
- Strengths: Independent status affirmed; chairs Compensation Committee with fully independent membership; active committee cadence (Compensation 7 meetings, Nominating 7 in 2024); majority of director pay in equity; elected to receive cash retainer in stock, enhancing alignment; stringent ownership guidelines and anti-pledging/anti-hedging policies support shareholder alignment .
- Risks/RED FLAGS: Sponsor Investors retain significant designation and removal rights (including CEO seat consent), and Massey was initially designated under this agreement—continued Sponsor influence is a governance risk to monitor; potential related-party exposure exists at the portfolio-company level but transactions are controlled via Audit Committee policy and pre-approval processes .
- Signals: 2024 Say-on-Pay passed with >95% approval, indicating investor support for compensation governance broadly; Board refresh and separation of Chair/CEO roles improve oversight structure .
- Attendance/Engagement: Board met 31 times in 2024; Massey met the ≥75% attendance threshold alongside other incumbents (except one director), suggesting strong engagement .