John D. Rood
About John D. Rood
Independent director at F&G Annuities & Life (FG) since December 2022; age 70. Founder and Chairman of The Vestcor Companies (multifamily real estate), former U.S. Ambassador to the Bahamas (2004–2007), and director at Fidelity National Financial (FNF) since May 2013; previously served on the Black Knight, Inc. board until its acquisition in September 2023. Designated audit committee financial expert and has completed risk/audit and cybersecurity director training (KPMG, Booz Allen, NACD Board Leadership Fellow). The board determined he is independent under NYSE rules despite his FNF directorship .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of State | U.S. Ambassador to the Commonwealth of the Bahamas | 2004–2007 | Diplomatic leadership |
| Florida Fish & Wildlife Commission | Commissioner | Until 2004 | State policy oversight |
| Florida Board of Governors (State University System) | Board Member | Until 2013 | Higher education governance |
| JAXPORT Board of Directors | Board Member | Oct 2015–Jul 2016 | Port operations oversight |
| Florida Prepaid College Board | Chairman | Since Jul 2016 | Chair leadership in state education finance |
| Enterprise Florida; Space Coast Florida | Board Member | Sep 2016–Feb 2019 | State economic development |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Fidelity National Financial (FNF) | Director | Since May 2013 | Interlock with FG (controlled company) |
| Black Knight, Inc. | Director | Dec 2014–Sep 2023 | Board service until ICE acquisition |
| The Vestcor Companies | Founder & Chairman | >30 years | Private real estate firm leadership |
| Private Boards | Director | Various | Serves on several private boards |
Board Governance
| Committee | Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Corporate Governance & Nominating | Chair | 1 | Independent; oversees board evaluation, independence review, governance principles |
| Compensation | Chair | 3 | Independent; approves executive and director pay; administers clawback policy |
| Audit | Member (Financial Expert) | 5 | Independent; ESG/cyber risk oversight; related-party transaction review |
- Independence: Board determined Rood is independent under NYSE rules despite his FNF board service .
- Attendance: Board met 4 times in 2024 and all directors attended at least 75% of board/committee meetings; none attended the 2024 annual shareholder meeting (attendance not required) .
- Controlled company: FG is ~82% owned by FNF; FG uses controlled company exemptions, though comp and nom/gov committees are comprised of independent directors .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director cash retainer | $100,000 | Non-employee director retainer |
| Audit Committee chair fee | $35,000 | Chair; members $15,000 |
| Compensation Committee chair fee | $23,000 | Chair; members $10,000 |
| Nominating & Governance chair fee | $20,000 | Chair; members $8,000 |
| 2024 cash fees paid to Rood | $161,467 | Actual cash received |
Performance Compensation
| Grant Type | Grant Date | Shares | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock (Director LTI) | 2024 (grant under omnibus plan) | 6,515 | $300,016 | Pro-rata over 3 years, service-based | None disclosed (time-based vesting only) |
Director equity awards vest based on continued service; no performance conditions were disclosed for director grants .
Other Directorships & Interlocks
- Current public board: FNF director since May 2013 (FG is a controlled company with FNF owning ~82%) .
- Prior public board: Black Knight, Inc. (Dec 2014–Sep 2023) .
- Interlock implications: FG maintains multiple agreements with FNF (Corporate Services, Reverse Corporate Services, Tax Sharing) and FNF invested $250M in FG’s 6.875% Series A Mandatory Convertible Preferred in Jan 2024; such ties increase related-party exposure overseen by the Audit Committee .
Expertise & Qualifications
- Audit committee financial expert designation; financially literate .
- NACD Board Leadership Fellow; completed risk/audit and cybersecurity/privacy director education (with Ammerman) .
- Real estate and operating leadership via Vestcor; public company governance experience (FNF, Black Knight) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| John D. Rood | 36,573 | <1% | As of April 28, 2025 |
| Restricted Stock Outstanding (Director awards) | 13,022 | n/a | Rood outstanding RS at 12/31/2024 |
- Ownership alignment: FG’s stock ownership guidelines require directors to hold 5× annual cash retainer; as of 12/31/2024, all directors exceeded guidelines .
- Hedging/pledging: Company policy prohibits hedging and restricts pledging/margin accounts without approval .
Governance Assessment
-
Positives:
- Independent director with significant governance experience; chairs Compensation and Nominating/Governance and serves on Audit as a financial expert .
- Robust policies: clawback, ownership guidelines, hedging/pledging restrictions; Audit Committee reviews related-party transactions and oversees ESG/cyber risks .
- Ownership alignment: directors exceed ownership guidelines; Rood holds 36,573 shares plus outstanding RS units, and received time-vested equity in 2024 .
-
Watchpoints / RED FLAGS:
- Controlled company with deep interlocks to FNF (Rood is an FNF director; FG relies on multiple service/tax agreements; FNF invested $250M in FG preferred in 2024), which heightens perceived conflict risk despite formal independence determinations .
- Board/committee meeting attendance met thresholds, but no directors attended the 2024 annual meeting (not required); investors often view annual meeting attendance as an engagement signal .
- Related-party ecosystem includes fees involving BilCar LLC (affiliated with Executive Chairman Foley) and Blackstone ISG investment management arrangements; Audit Committee oversight mitigates but remains a reputational risk area for the board collectively .
-
Implications:
- Rood’s committee leadership and audit expertise are positives for board effectiveness and pay oversight; interlocks necessitate strong, documented recusal and committee independence practices to sustain investor confidence. FG’s disclosure that the board reviewed his independence and maintains independent comp and nom/gov committees is supportive, but continued transparency on related-party approvals is important .