Douglas K. Ammerman
About Douglas K. Ammerman
Douglas K. Ammerman, age 73, is an independent director of F&G Annuities & Life (FG) serving since December 2022; he is a retired KPMG LLP partner (partner since 1984; retired 2002) with deep financial and accounting expertise and extensive public company board experience, including audit committee leadership across multiple companies . He concurrently serves on several external boards (FNF, Stantec as Chairman, Dun & Bradstreet, Cannae), and FG’s board has affirmed his independence despite overlap with FNF given the controlled-company structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Partner (retired) | Partner since 1984; retired 2002 | 18 years as partner; core financial/accounting expertise |
| El Pollo Loco, Inc. | Director (former) | Not specified | Former public company director |
| J. Alexander’s Holdings, Inc. | Director (former) | Not specified | Former director |
| Foley Trasimene Acquisition Corp. | Director (former) | Not specified | Former SPAC director |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| Fidelity National Financial, Inc. (FNF) | Director | 2005 | FG board affirmed independence despite FNF overlap |
| Stantec Inc. | Director; Chairman | September 2011 | Chairman of the board |
| Dun & Bradstreet Holdings, Inc. | Director | February 2019 | Director |
| Cannae Holdings, Inc. | Director | February 2024 | Director |
Board Governance
- Independence: Board determined Ammerman is independent under NYSE standards; independence reaffirmed despite his service on FNF’s board .
- Committee assignments: Audit Committee Chair; member of Compensation Committee and Corporate Governance & Nominating Committee .
- Audit committee financial expert: Board designated Ammerman as an audit committee financial expert; other audit members also designated .
- Cybersecurity oversight and education: As audit Chair, he receives quarterly cyber risk updates and has attended third-party director courses on cybersecurity/privacy .
- Attendance and meetings: All directors met ≥75% attendance in 2024; board met 4 times (2024) and 5 times (2023) .
- Controlled company: FNF owns ~82% of FG; FG uses controlled-company exemptions but maintains independent compensation and nominating committees .
Committee Activity (meetings)
| Committee | 2023 | 2024 |
|---|---|---|
| Audit | 7 meetings | 5 meetings |
| Compensation | 3 meetings | 3 meetings |
| Corporate Governance & Nominating | 1 meeting | 1 meeting |
Compensation Committee Interlocks
- No compensation committee interlocks; neither Ammerman nor other committee members served as officers of FG in 2024/2023; no reciprocal interlocks disclosed .
Fixed Compensation
Director Fee Structure (2024)
- Annual cash retainer: $100,000 (payable quarterly) .
- Audit Committee fees: Chair $35,000; Member $15,000 (pro-rated, quarterly) .
- Compensation Committee fees: Chair $23,000; Member $10,000 (pro-rated, quarterly) .
- Corporate Governance & Nominating Committee fees: Chair $20,000; Member $8,000 (pro-rated, quarterly) .
- Retainer form: Ammerman elected to receive retainer in FG common stock (not cash) in 2024 .
Ammerman – Director Compensation (YoY)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $144,589 | — (paid in stock) |
| Fees Earned or Paid in Stock ($) | — | $157,028 |
| Stock Awards ($) | $210,035 | $300,016 |
| Total ($) | $354,624 | $457,044 |
Performance Compensation
Equity Grants and Vesting
| Attribute | 2023 | 2024 |
|---|---|---|
| Restricted Stock Granted (shares) | 5,172 | 6,515 |
| Grant-date Fair Value per Share | $40.61 | $46.05 |
| Grant-date Fair Value ($) | $210,035 | $300,016 (includes annual $210,000 + one-time $90,000) |
| Vesting | Proportionately over 3 years; subject to performance-based criteria | Proportionately over 3 years; plan includes performance restriction for vesting |
| Outstanding Restricted Stock at 12/31 | 11,289 (as of 12/31/2023) | 13,022 (as of 12/31/2024) |
Performance metrics for director equity awards are not itemized; FG’s omnibus plan notes performance restrictions apply to awards, with three-year vesting and potential forfeiture if criteria are not met .
Other Directorships & Interlocks
| Company | Relationship to FG | Overlap/Interlocks |
|---|---|---|
| Fidelity National Financial (FNF) | FG shareholder owning ~82% | Ammerman serves on FNF board; FG board assessed and determined independence not impaired |
| Stantec (Chairman) | No disclosed FG transaction | External chair role |
| Dun & Bradstreet | No disclosed FG transaction | External director role |
| Cannae Holdings | Strategic ties to FNF ecosystem | External director role |
Expertise & Qualifications
- Financial/accounting expert with 18 years as KPMG partner; designated audit committee financial expert at FG .
- Cybersecurity oversight experience; completed third-party education programs as audit Chair .
- Broad public board experience including chairmanship (Stantec) and multiple concurrent audit committees; FG board vetted capacity to serve across four audit committees and found it acceptable given retirement and expertise .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 46,322 (as of April 28, 2025) |
| % of shares outstanding | <1% (out of 134,820,676 shares) |
| Restricted stock outstanding (director awards) | 13,022 (as of 12/31/2024) |
| Ownership guideline status | All NEOs and non-employee directors exceeded guidelines as of 12/31/2024 (aggregate ~2.8M shares; ~2.1% of outstanding) |
| Hedging/pledging policy | Hedging and pledging of FG securities prohibited without approval |
Shareholder Voting Signals
| Proposal | 2023 | 2024 | 2025 |
|---|---|---|---|
| Say-on-Pay (For/Against/Abstain) | 119,723,588 / 1,004,808 / 57,067 | 120,255,807 / 585,142 / 19,824 | 126,605,569 / 1,754,269 / 34,858 |
| Auditor Ratification (For/Against/Abstain) | 123,401,151 / 13,709 / 38,031 | 123,330,089 / 26,865 / 8,921 | 130,946,044 / 23,180 / 18,790 |
| Ammerman Re-election (2024 Class II) | Votes For | Withheld | Broker Non-Votes |
|---|---|---|---|
| 2024 Annual Meeting | 118,068,413 | 2,792,360 | 2,505,102 |
Governance Assessment
- Strengths: Deep audit and accounting expertise; designated audit financial expert; audit Chair with robust cyber oversight and training; high say‑on‑pay approvals indicating investor support for compensation governance .
- Alignment: Elected to receive all 2024 retainer in FG stock; consistent annual restricted stock grants with multi‑year vesting, and outstanding restricted stock holdings; beneficial ownership of 46,322 shares supports alignment .
- Controlled-company and interlocks: FNF’s 82% ownership and overlapping boards create potential perceived conflicts; however, FG maintains independent compensation and nominating committees, and expressly evaluated Ammerman’s independence and audit workload capacity, concluding no impairment .
- Engagement watchouts: None of FG’s directors attended the 2024 annual shareholder meeting (invite-only culture); all directors met ≥75% attendance at board/committee meetings; consider this optics vs. substantive engagement .
- Workload consideration: Concurrent service on four public-company audit committees can raise capacity concerns broadly; FG’s board reviewed and cleared this given retirement status and expertise; investors may still monitor for overboarding risk .
No related‑party transactions tied to Ammerman are disclosed; audit committee oversight explicitly covers related‑party transaction approvals >$120,000 .
Compensation committee reports confirm no interlocks and use of external consultant (Strategic Compensation Group) to review program design (executive pay program context) .
Director Compensation Structure Analysis
- Mix shift and YOY change: Ammerman’s total director compensation increased from $354,624 (2023) to $457,044 (2024), driven by higher equity grant value (addition of one‑time $90,000) and election to take retainer in stock; cash fees were zero in 2024 due to stock election .
- Equity structure: Restricted equity vests over three years; 2023 awards explicitly subject to performance‑based criteria; 2025 proxy notes plan‑level performance restrictions for vesting—aligns pay with multi‑year outcomes .
- Committee fee differentials: Audit Chair premium ($35,000) vs member ($15,000); compensation and nominating committees carry lower retainers—appropriately reflect audit workload/risk .
Potential Conflicts or Red Flags
- Controlled company status and overlapping FNF directorships (including Ammerman): potential influence risk; mitigated by committee independence and explicit independence determinations .
- Overboarding risk: Four audit committees concurrent service flagged by FG’s board; board concluded no impairment; investors may monitor workload vs. effectiveness .
- Annual meeting attendance: No directors attended 2024 annual meeting—optics issue; board meeting attendance remained ≥75% .
Compensation Committee Analysis
- Composition: John D. Rood (Chair) and Douglas K. Ammerman—both independent .
- Consultant usage: Strategic Compensation Group reviewed competitive positioning and plan design in 2024; concluded structure is well‑balanced and aligned near 50th percentile for total direct compensation (executives) .
- Clawback administration: Committee administers FG’s incentive‑based recovery policy .
- Interlocks: None reported in 2023/2024 .
Notes on Policies
- Hedging and pledging policy prohibits directors/executives from hedging FG securities or pledging/margining without approval .
- Audit committee pre‑approves auditor services; EY fees disclosed and ratified by shareholders each year .