Michael L. Gravelle
About Michael L. Gravelle
Executive Vice President, General Counsel and Corporate Secretary of F&G since May 2024; also EVP, General Counsel and Corporate Secretary of Fidelity National Financial (FNF) since 2010 (Corporate Secretary since 2008), and EVP, General Counsel and Corporate Secretary of Cannae since April 2017. Age 63 as of the 2025 proxy. Background spans senior legal and corporate secretary roles at multiple public companies across insurance and fintech, including Black Knight, Inc. (2014–2023). Company performance context during his current tenure framework emphasizes Adjusted Net Earnings (ANE), sales, and AUM as key drivers of pay-for-performance; F&G reported 2024 ANE of $546 million and 2024 net income of $642 million, and disclosed TSR indices in its pay-versus-performance table (see below).
FG performance context (pay-versus-performance and ANE/Net Income):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Company TSR (Value of $100) | 104.60 | 247.92 | 228.18 |
| Peer Group TSR (Value of $100) | 94.94 | 99.35 | 119.52 |
| Net Income ($mm) | 635 | (58) | 642 |
| Adjusted Net Earnings ($mm) | 353 | 335 | 546 |
Notes: F&G identifies Adjusted Net Earnings, Sales, and Assets under Management as the most important financial measures linking pay and performance.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| F&G Annuities & Life, Inc. | EVP, General Counsel & Corporate Secretary | May 2024–present | Oversees legal, governance and corporate secretary functions for FG. |
| Black Knight, Inc. (and predecessors) | EVP & General Counsel; Corporate Secretary | Jan 2014–Dec 2023; Corp. Sec. Jan 2014–May 2018 | Led legal and governance through public-company lifecycle in fintech/data. |
| AUS and ASZ | General Counsel & Corporate Secretary | Jan 2021–Dec 2022 | Public-company GC/Secretary responsibilities. |
| FTAC II | General Counsel & Corporate Secretary | Jul 2020–Mar 2021 | SPAC governance and legal oversight. |
| FTAC | General Counsel & Corporate Secretary | Mar 2020–Jul 2021 | SPAC governance and legal oversight. |
External Roles
| Company | Capacity | Years | Notes |
|---|---|---|---|
| Fidelity National Financial (FNF) | EVP, General Counsel & Corporate Secretary; Corporate Secretary since 2008 | 2010–present | Overlapping role with FG; FNF owns ~82% of FG. |
| Cannae | EVP, General Counsel & Corporate Secretary | Apr 2017–present | Concurrent executive role. |
Fixed Compensation
- Individual salary and cash compensation for Mr. Gravelle are not disclosed (he is not an NEO in the proxy). Company-wide design for executives includes base salary, annual cash incentives (EIP), and long-term equity incentives.
Company NEO base salary context (FY 2024):
| NEO | 2023 Base | 2024 Base | YoY % |
|---|---|---|---|
| Christopher O. Blunt (CEO) | $500,000 | $550,000 | 10.00% |
| Wendy J.B. Young | $500,000 | $550,000 | 10.00% |
| John D. Currier | $500,000 | $550,000 | 10.00% |
| Leena Punjabi | $425,000 | $500,000 | 17.65% |
Benefits and programs applicable to executives:
- 401(k) match (100% up to 5%), ESPP with matching contributions, deferred compensation plan (from Jan 1, 2024), executive life insurance, and executive health program (from Jan 1, 2025).
Performance Compensation
Annual cash incentive (EIP) structure and 2024 outcome:
- Metrics and weighting: Achieve Financial Plan (Sales and ANE excluding SIE) 80%; Corporate Initiatives 20%.
- Company outcome for 2024: Bonus pool funded at 190% of target.
| Component | Metric | Weight | 2024 Outcome |
|---|---|---|---|
| Financial | Sales; Adjusted Net Earnings (ex-SIE) | 80% | Included in overall 190% pool funding |
| Strategic | Corporate initiatives (growth, engagement, modernization) | 20% | Included in overall 190% pool funding |
Long-term incentives (equity):
- F&G grants performance-vesting restricted stock that vests over three years, contingent on achieving a one-year Adjusted Net Earnings goal set at the start of the three-year period; the Compensation Committee does not currently grant new stock options.
- 2024 grant design example (NEO context): Performance RS awards granted Nov 8, 2024; vest 1/3 per year in 2025–2027, subject to 2025 ANE goal.
General vesting cadence under Omnibus Plan:
- Awards vest over three years with a performance restriction (non-achievement results in forfeiture).
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (FG) | 33,540 shares; represents less than 1% of shares outstanding. |
| Shares outstanding reference | 134,820,676 common shares outstanding as of Apr 28, 2025. |
| Stock ownership guidelines | CEO: 5x salary; Other Named Executive Officers: 2x salary; Exec. Chair: $5,000,000; Directors: 5x annual cash retainer. Executives/directors have 4 years to meet guidelines. |
| Hedging/pledging policy | Prohibits hedging/monetization; prohibits holding in margin accounts or pledging without company approval. |
| Clawback policy | Three-year recoupment of incentive-based compensation upon a restatement due to material non-compliance; no clawbacks in 2024. |
| Equity plan capacity and outstanding RS | 6.0 million authorized under 2022 Omnibus; 3,046,112 remaining available; 1,801,618 restricted shares outstanding at 12/31/24; awards vest over three years and require performance to vest. |
Employment Terms
- No individual employment or severance agreement for Mr. Gravelle is disclosed in the proxy. Company policies show: (i) certain NEOs have employment agreements with severance/COC protections; (ii) the F&G 2015 Severance Plan provides defined benefits upon qualifying terminations (e.g., two weeks per year of service pre-COC; and, within 12 months post-COC for specified executives: 52 weeks salary, target annual bonus, pro-rated target bonus, and 12 months subsidized COBRA). Restrictive covenants apply to certain executives under their agreements.
Performance & Track Record (selected signals)
- As Corporate Secretary, Gravelle signed multiple 8-Ks related to capital markets activity and earnings in 2025 (e.g., underwriting agreements in Jan and Mar 2025; Q4/FY2024 results in Feb 2025; Q3 2025 results in Nov 2025), indicating active governance and disclosure oversight.
Related Party and Governance Considerations
- Overlapping roles with FNF executives and directors; FNF retains approx. 82% ownership of FG. Relationships are governed by intercompany agreements (e.g., Corporate Services Agreement) and overseen pursuant to related-party review procedures.
Investment Implications
- Alignment: Gravelle’s beneficial ownership is modest (33,540 shares; <1%), but company-level alignment mechanisms are strong: stock ownership guidelines, clawback, and anti-hedging/pledging policy reduce misalignment risk and discourage short-termism.
- Incentive design: Executive pay emphasizes ANE, sales, and AUM; 2024 EIP funded at 190% of target, consistent with strong operating performance and reinforcing a results-driven culture that can support execution.
- Vesting/supply dynamics: Company equity awards generally vest over three years with performance gates, limiting near-term insider selling pressure; options are not currently granted. Monitoring annual grant timing (e.g., November) can inform seasonal supply windows for broader insider cohorts.
- Governance/compliance: As GC/Secretary across FG and concurrently at FNF and Cannae, Gravelle sits at the nexus of governance and disclosure, which can be constructive for execution but warrants standard monitoring of intercompany arrangements given FNF’s 82% ownership.