Raymond R. Quirk
About Raymond R. Quirk
Raymond R. Quirk, age 78, has served on F&G’s board since August 2020. He is Executive Vice-Chairman of Fidelity National Financial (FNF) since February 2022 and previously served as FNF’s CEO (2013–2022) and President/COO in prior years, bringing 40+ years of operating experience and deep knowledge of FG’s controlling shareholder ecosystem . Under NYSE rules, he is not an independent director due to his executive role at FNF; the FG board is a “controlled company” with FNF owning ~82% of FG .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Fidelity National Financial (FNF) | Executive Vice-Chairman | Feb 2022–present | Senior leadership, oversight across title/insurance businesses |
| Fidelity National Financial (FNF) | Chief Executive Officer | Dec 2013–Feb 2022 | Led FNF operations; prior President (2008–2013), Co-CEO/COO roles |
| J. Alexander’s Holdings, Inc. | Director (former) | Not disclosed | Prior public board experience |
External Roles
| Company | Role | Notes |
|---|---|---|
| Fidelity National Financial (FNF) | Director; Executive Vice-Chairman | Current FG board has multiple FNF interlocks (Ammerman, Rood, Nolan, Foley also at FNF) |
Board Governance
- Committee assignments: Not listed on any standing FG board committee; Audit (Ammerman, Rood, Martinez, Doka), Compensation (Rood, Ammerman), Nominating & Governance (Rood, Ammerman) .
- Independence: Not independent under NYSE standards due to executive position with FNF; FG is a controlled company and uses certain NYSE exemptions (while maintaining independent Compensation and Nominating committees) .
- Attendance: The board met four times in 2024; all directors attended at least 75% of board and committee meetings. None of the directors attended the 2024 annual meeting of shareholders; all are invited to the 2025 meeting .
- Executive sessions: Non‑management directors met periodically in executive session without management .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual retainer | $100,000 | Standard cash retainer for non‑employee directors; Quirk elected stock for his retainer in 2024 |
| Fees earned/paid in stock (2024) | $101,680 | Quirk elected to receive retainer as FG common stock |
| Committee fees | $0 | Not listed on any committee in 2024; audit chair/member fees ($35k/$15k), comp chair/member ($23k/$10k), nom/gov chair/member ($20k/$8k) apply only to those committees |
| Total 2024 director compensation | $401,696 | Sum of stock retainer and equity grant below |
Performance Compensation
| Grant Year | Shares Granted | Grant Date Fair Value | Vesting | Performance Metric |
|---|---|---|---|---|
| 2024 | 6,515 | $300,016 | Pro‑rata over 3 years | None; service‑based (per‑share fair value $46.05) |
Director equity awards for 2024 included an annual grant of $210,000 plus a one‑time $90,000 service‑vesting award; vesting requires continued board service (no performance targets) .
Other Directorships & Interlocks
| Interlock | Description | Governance Implication |
|---|---|---|
| FNF control | FNF owns ~82% of FG | Controlled company exemptions; potential influence on board composition and decisions |
| Overlapping roles | Quirk (Exec Vice‑Chairman FNF); FG directors Foley, Nolan, Ammerman, Rood also at FNF | Risk of aligned interests with parent; mitigated by independent Audit/Comp/Nom committees |
| FG–FNF agreements | Corporate Services, Reverse Corporate Services, and Tax Sharing Agreements | Ongoing related‑party arrangements governed by FG audit committee oversight |
Expertise & Qualifications
- 40+ years at FNF in progressively senior roles (CEO, President, COO), with deep operational and distribution experience across title and insurance businesses .
- Brings leadership continuity and knowledge of FG/FNF strategic alignment to the FG board .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes | Ownership % |
|---|---|---|---|
| Raymond R. Quirk | 168,870 | Includes 152,696 shares held by the Quirk 2002 Trust | * less than 1% |
| Unvested FG director RS awards | 13,022 | Quirk’s outstanding unvested restricted stock as of 12/31/2024 | — |
| Stock ownership guidelines | Directors: 5× annual cash retainer | Company states all directors exceeded guidelines as of 12/31/2024 | — |
| Hedging/pledging policy | Prohibits hedging and pledging without approval | Policy applies to directors; no pledging by Quirk disclosed | — |
Governance Assessment
-
Positives
- Extensive operating and board experience; continuity with FNF parent strengthens strategic alignment and information flow .
- Ownership alignment: elected his 2024 retainer in stock; holds FG shares and unvested RS awards; FG maintains robust director ownership guidelines met by all directors as of 12/31/2024 .
- Formal hedging/pledging prohibitions and clawback policy for executives; audit committee oversight of related‑party transactions and sustainability/cyber risks .
-
RED FLAGS
- Non‑independence: Quirk is not independent under NYSE standards due to his executive role at FNF; FG is a controlled company, increasing potential for parent‑influenced decisions .
- Interlocks/related parties: Multiple FG directors overlap with FNF; ongoing Corporate Services, Reverse Services, Tax Sharing agreements, and significant FNF capital transactions (e.g., $250M mandatory convertible preferred; FNF purchase in FG’s 2025 common offering) elevate conflict‑of‑interest sensitivity and require strong audit committee oversight .
- Engagement optics: No director attended the 2024 annual meeting; Quirk is not on key oversight committees (Audit/Comp/Nom), limiting direct committee accountability channels .
Overall: Quirk’s operator pedigree and equity alignment support board continuity, but his non‑independence amid a controlled‑company structure and extensive FNF interlocks necessitate vigilant oversight of related‑party transactions and governance safeguards to maintain investor confidence .