Michael J. Nolan
About Michael J. Nolan
Michael J. Nolan is a Class I director of F&G Annuities & Life, age 65, serving on the board since August 2020. He is Chief Executive Officer of Fidelity National Financial, Inc. (FNF) since February 2022 and previously held senior operating roles at FNF and Fidelity National Title Group, bringing decades of insurance and title industry leadership to F&G .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fidelity National Financial (FNF) | Chief Executive Officer | Feb 2022–present | Senior leadership across insurance/title operations |
| Fidelity National Financial (FNF) | President | Jan 2016–Feb 2022 | Oversight of enterprise operations |
| Fidelity National Financial (FNF) | Co-Chief Operating Officer | Sep 2015–Jan 2016 | Shared responsibility for operations |
| Fidelity National Title Group | President, Eastern Operations | Jan 2013–Mar 2022 | Managed direct/agency ops across regions |
| Fidelity National Financial (FNF) | Division/Regional Manager and other roles | 1983—various | Managed Midwest/East Coast ops, Canada, IPX (1031 exchange), relocation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fidelity National Financial (FNF) | Chief Executive Officer | Feb 2022–present | Executive leadership at controlling shareholder of F&G |
Board Governance
- Independence: Not independent under NYSE rules due to executive position at FNF .
- Committee assignments: None; audit, compensation, and governance committees are comprised of other directors (Nolan is not listed as a member) .
- Attendance: Board met 4 times in 2024; all directors attended at least 75% of board and committee meetings; none attended the 2024 annual meeting of shareholders .
- Years of service on FG board: Since August 2020 (Class I; term expires at 2026 annual meeting) .
- Controlled company: F&G is an NYSE “controlled company” with ~82% owned by FNF; committee independence exemptions apply (audit committee remains independent) .
- Executive sessions: Non-management directors met periodically in executive sessions without management .
| Governance Item | Detail |
|---|---|
| Independence status | Not independent |
| Committees | None (Audit: Ammerman/Rood/Martinez/Doka; Compensation: Rood/Ammerman; Governance: Rood/Ammerman) |
| Attendance (2024) | ≥75% of meetings; did not attend 2024 annual meeting |
| Tenure | Director since Aug 2020; Class I term through 2026 |
| Controlled company context | FNF owns ~82%; exemptions apply; audit committee independent |
Fixed Compensation (Director Pay – 2024)
| Component | Amount/Policy | Nolan – 2024 |
|---|---|---|
| Annual board retainer | $100,000 cash for non-employee directors | Elected to receive retainer in stock |
| Committee chair/member fees | Audit: Chair $35,000; Member $15,000. Compensation: Chair $23,000; Member $10,000. Governance: Chair $20,000; Member $8,000 | Not applicable (no committee roles) |
| Fees earned/paid in cash | Aggregate of board/committee retainers and meeting fees | $0 (cash) |
| Fees earned/paid in stock | Aggregate of board/committee retainers and meeting fees | $101,680 |
Performance Compensation (Director Equity – 2024)
| Grant Type | Grant Date | Shares | Grant-Date Fair Value | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| Restricted Stock (non-employee director LTI) | 2024 (per annual grant) | 6,515 | $300,016 | Pro rata each year over 3 years; continued board service required | Per-share fair value $46.05 used for grant valuation |
Other Directorships & Interlocks
| Entity | Relationship | Description | Potential Conflict Signal |
|---|---|---|---|
| Fidelity National Financial (FNF) | Controlling shareholder | FNF owns ~110,942,551 FG shares (~82%); FG is a controlled company | High influence on FG governance/strategy |
| Overlapping leadership | Executives/Directors | FG and FNF share leadership: Foley (Exec Chair FG; Chairman FNF), Quirk (FG director; FNF Exec Vice-Chairman), Nolan (FG director; FNF CEO); Ammerman and Rood serve on FNF’s board | Board interlocks and management overlap |
| Services & tax agreements | Related-party agreements | Corporate Services Agreement, Reverse Corporate Services Agreement, and Tax Sharing Agreement between FG and FNF | Operational and financial dependencies |
| Investment management | Third-party arrangement with affiliate ties | BIS (Blackstone) manages assets; MVB Management (50% owned by BilCar, an affiliate of Foley) receives participation fees from BIS; BilCar received payments related to BIS fees; FG not party to BIS/MVB agreements | Affiliate fee flows tied to FG AUM (oversight needed) |
Expertise & Qualifications
- Decades of leadership in insurance/title industries; senior operating roles managing multi-region, international operations (U.S., Canada) and specialty businesses (1031 exchanges, relocation) .
- Current CEO of FNF, a large public company, providing strategic, operational, and industry expertise relevant to FG .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (FG common) | 49,618 shares; includes 753 shares held by the Michael J. Nolan Trust; <1% of outstanding |
| Outstanding FG director restricted stock (as of 12/31/2024) | 13,022 shares unvested for Nolan |
| Ownership guidelines | Directors: 5× annual cash retainer; to be met within 4 years |
| Compliance status | As of 12/31/2024, all non-employee directors’ holdings exceeded guidelines |
| Hedging/pledging | Hedging prohibited; pledging/margin accounts prohibited without company approval |
| Pledging disclosure | No pledging noted for Nolan in proxy ownership footnotes |
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Say-on-Pay (NEO compensation) | 126,605,569 | 1,754,269 | 34,858 | 2,593,318 |
Governance Assessment
- Independence and overlap: Nolan is not independent due to his CEO role at FNF, FG’s controlling shareholder; FG operates under “controlled company” NYSE exemptions, though audit committee remains independent. Overlapping leadership and related-party agreements with FNF heighten conflict-of-interest risk and warrant strong independent committee oversight and clear recusals on intercompany matters .
- Board effectiveness: Nolan has deep operating expertise, but he holds no committee roles at FG, limiting direct involvement in audit/compensation/governance oversight; attendance met minimum thresholds, though directors did not attend the 2024 annual meeting, which may be noted by governance-sensitive investors .
- Alignment and incentives: Nolan elected stock for board retainer and received time-vested restricted shares, with director ownership exceeding guidelines and hedging/pledging constrained—positive alignment signals .
- Shareholder support context: Strong 2025 say-on-pay support indicates broad investor approval of FG’s compensation framework, though it addresses NEO pay rather than director compensation .
RED FLAGS: Controlled company status with significant FNF influence; non-independent status; multiple interlocks; related-party arrangements involving services/tax sharing and asset management fees tied to affiliates—all require vigilant board process, documented recusals, and transparent disclosure to sustain investor confidence .