William Foley II

About William P. Foley, II

Independent director of Alight, Inc. (ALIT); age 80; director since 2021; previously non‑executive Chairman until February 2025, now serves on the Nominating and Corporate Governance Committee. Foley is a founder and long‑tenured chairman of Fidelity National Financial (FNF), Chairman of Cannae Holdings (CNNE), and Executive Chairman of Dun & Bradstreet (DNB). He holds a B.S. in engineering (West Point), an M.B.A. (Seattle University), and a J.D. (University of Washington); he served in the U.S. Air Force and attained the rank of captain . The Board has determined he is independent under NYSE rules .

Past Roles

External Roles

Board Governance

• Committee assignments: Member, Nominating and Corporate Governance Committee; not on Audit or Compensation .
• Chair transition: Succeeded as Chair by Russell P. Fradin on March 1, 2025; Foley remains as director .
• Independence: Board affirmed Foley’s independence under NYSE standards; all standing committees are fully independent .
• Attendance: In 2024, the Board met 31 times; all incumbent directors attended at least 75% of meetings and committee meetings during service (except one director). Foley met or exceeded the 75% threshold .
• Lead Independent Director: Not currently designated (policy allows appointment when Chair is not independent or is CEO) .
• Governance environment: Sponsor Investors retain director designation rights, including chair, pursuant to the Investor Rights Agreement, implying ongoing influence over board composition .
• Executive sessions and evaluations: Regular executive sessions and annual Board and committee self‑evaluations; structured risk oversight across committees .

Fixed Compensation

• Structure: Non‑employee directors receive cash retainers and time‑vested RSUs; quarterly cash retainers can be taken in stock at the director’s election .

Performance Compensation

• Alight does not use performance‑based equity for directors; annual director equity grants are time‑vested RSUs that typically vest after one year. Foley’s 2024 RSUs vest on the first anniversary of July 2, 2024 grant date .
• Clawback and hedging: Company discloses a compensation clawback policy and indicates it does not permit pledging or hedging of shares (company practice) .

Other Directorships & Interlocks

• Investor Rights Agreement: Sponsor Investors (including Trasimene/Bilcar/Cannae) retain rights to designate directors (up to three, including the Chair), and consent rights over CEO seat nominee at certain ownership levels; removal of Sponsor‑designated directors requires Sponsor consent .
• Process controls: Related party transactions are monitored, disclosed, and approved through the Audit Committee; interested directors abstain from approvals .

Expertise & Qualifications

• Skill matrix: Foley contributes strategic planning, corporate governance, technology/product, privacy/security, financial control/audit, marketing/branding, people & culture, senior leadership, CEO experience, and industry knowledge relevant to Alight’s health/wealth/benefits administration and technology focus .
• Career: 40+ years in board and executive roles across financial services, information services, and technology; extensive M&A and capital markets experience .

Equity Ownership

• Footnote: Foley may be deemed to beneficially own Trasimene/Bilcar holdings to the extent of his pecuniary interest; he disclaims beneficial ownership except to such extent .
• Director ownership policy: Retain 100% of after‑tax shares until guideline met; Chair 10x retainer; other directors 5x retainer .

Insider Trades (ALIT)

Note: “Equity award” entries reflect derivative or equity grants/awards reported on Form 4 (e.g., RSUs/option awards) as aggregated by third‑party trackers; refer to linked SEC filings for definitive details.

Governance Assessment

• Strengths

  • Independence affirmed; not on Audit or Compensation, reducing direct conflicts in financial reporting and pay oversight .
  • High attendance and active Board cadence (31 meetings in 2024) demonstrates engagement .
  • Robust related‑party transaction policy with Audit Committee oversight; interested directors abstain; transactions disclosed and arm’s‑length .
  • Share ownership guidelines (5x/10x retainer) and ability to take retainers in stock support alignment; Foley elected to take a substantial portion in stock .
  • Board moving toward declassification (announced Nov 5, 2025), a shareholder‑friendly governance signal .

• Watch‑items / Red Flags

  • Sponsor Investors’ director designation rights (including Chair) and consent rights over CEO seat nominee suggest sustained influence over board composition; removal of Sponsor‑designated directors requires Sponsor consent .
  • Related‑party exposure to Foley‑affiliated portfolio companies (~$2.7m revenue; $0.2m purchases in 2024) and FNF ($4.0m revenue) warrants ongoing scrutiny, though managed via Audit Committee and disclosed as arm’s‑length .
  • Large personal and affiliated ownership (1.5% of Class A) combined with Sponsor influence can concentrate governance power; mitigated by independence and fully independent committees .
  • Significant ALIT share sale (5,000,000 shares at $8.45 on Nov 13, 2024) is a potential sentiment signal; context should consider liquidity and diversification; no pledging/hedging permitted per company practice .

• Compensation for directors appears reasonable and aligned (mix of cash and time‑vested equity; ownership guidelines); no performance pay for directors, reducing incentives for short‑termism .

Appendix: Board & Committee Structure (reference)

• Audit Committee members and meetings: Siobhan Nolan Mangini (Chair), Michael E. Hayes, Robert A. Lopes Jr., Robert A. Schriesheim, Denise Williams; 8 meetings in 2024 .
• Compensation Committee members and meetings: Richard N. Massey (Chair), Michael E. Hayes, Kausik Rajgopal, Coretha M. Rushing, Robert A. Schriesheim, Denise Williams; 7 meetings in 2024 .
• Nominating & Corporate Governance Committee members and meetings: Kausik Rajgopal (Chair), William P. Foley II, Robert A. Lopes Jr., Siobhan Nolan Mangini, Richard N. Massey, Coretha M. Rushing; 7 meetings in 2024 .