Douglas Martinez
About Douglas Martinez
Independent director of F&G Annuities & Life, Inc. (FG); age 63; joined the FG board in April 2023. Background spans 40 years of senior executive leadership across domestic and international Fortune 500 companies, with expertise in business development, strategic expansion, M&A, complex manufacturing operations, financial accountability, risk management, and corporate governance; currently Chairman & CEO of Cross Section Capital (founded 2019) . The board has determined Martinez is independent under NYSE standards and FG’s Corporate Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Standard | Executive Director, Global Faucet & Plumbing | Jun 1984 – Oct 1987 | Led global operations; manufacturing and supply chain oversight |
| Price Pfister (public company; sold to Black & Decker in 1991) | EVP & Managing Director | Nov 1988 – Jun 1995 | Post-acquisition, held additional executive roles; Chair of Black & Decker’s Global Strategic Planning Board |
| RSI Home Products | Senior Vice President | Nov 1996 – Dec 1999 | Led through successful recapitalizations and growth |
| Christian Community Credit Union | President & CEO | Jan 2018 – Apr 2019 | Ran regulated banking/financial services institution |
| Cross-Section Ventures Inc. | President & CEO | May 2005 – Feb 2018 | Investment entity focused on tech innovation and vertical integration |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cross Section Capital (private) | Chairman & CEO | 2019 – Present | M&A-focused investment banking and advisory services |
Board Governance
- Board status and independence: FG is a controlled company (FNF owns ~82%), but the Audit, Compensation, and Nominating & Governance committees are composed of independent directors; Martinez is independent .
- Committee assignments: Audit Committee member; designated an Audit Committee Financial Expert under SEC rules .
- Attendance and engagement: Board met four times in 2024; Audit Committee met five times; all directors attended at least 75% of board and applicable committee meetings; non-management directors held periodic executive sessions without management .
- Lead roles: No lead independent director disclosed .
- Director education/cyber oversight: Audit Committee oversees cybersecurity and receives quarterly CRO/CAE reports; audit leadership engages in third-party director education (not specific to Martinez) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $100,000 | Payable quarterly to non-employee directors |
| Audit Committee Member Fee (cash) | $15,000 | Additional annual fee for committee membership |
| Total Cash Earned (FY2024) | $118,152 | Includes retainers and meeting fees |
Performance Compensation
| Equity Instrument | Grant | Shares | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock (Director LTIs) | FY2024 Annual | 6,515 | $300,016 | Pro-rata annually over 3 years from grant | Per-share grant valuation at $46.05; one-time $90k included in total |
Stock ownership guideline for directors: minimum 5× annual cash retainer; FG states all directors exceeded guidelines as of 12/31/2024 .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Martinez in FG’s proxy |
| Interlocks with competitors/suppliers/customers | Not disclosed for Martinez; board-level overlaps exist with FNF among other directors (not Martinez) |
| Prior public company boards | Not disclosed for Martinez |
Expertise & Qualifications
- Domain expertise: Financial accountability, risk management, M&A, complex manufacturing, strategic planning, vertical integration, and international operations .
- Audit committee financial literacy and expert designation: Audit Committee deemed financially literate; Martinez designated an audit committee financial expert .
- Independence affirmed under NYSE and FG guidelines .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficially owned FG shares | 20,096 shares (<1%) |
| Unvested/Outstanding RS (as of 12/31/2024) | 15,569 shares |
| Ownership guideline | 5× annual cash retainer; directors exceeded guidelines |
| Hedging/pledging | Hedging prohibited; pledging or margin accounts prohibited without FG approval |
Governance Assessment
- Strengths
- Independence and Audit Committee Financial Expert designation support board oversight quality; engagement indicated by meeting attendance thresholds .
- Cash/equity mix aligns director incentives with long-term performance via multi-year vesting; compliance with robust stock ownership guidelines underpins alignment .
- Watch items / RED FLAGS
- Controlled company status (FNF ~82% ownership) and multiple board interlocks among other directors centrally concentrate influence; while committees are independent, investors should monitor potential related-party influence dynamics .
- No directors attended the 2024 annual meeting; while attendance is not required, some investors view annual meeting participation as an engagement signal .
- Significant related-party arrangements exist at the company level (e.g., BIS/MVB/BilCar fees and FNF capital transactions); Audit Committee reviews related-person transactions, partially mitigating risk; none are attributed specifically to Martinez in disclosures .
Summary: Martinez appears to be a genuinely independent, audit-savvy director with substantial operating and M&A expertise. His compensation structure is standard for FG’s board, and his equity holdings meet guideline thresholds, supporting alignment. The primary governance risk factor relates to FG’s controlled company status and broader board interlocks with FNF (not tied to Martinez), warranting continued monitoring of related-party oversight and committee independence .