William P. Foley, II
About William P. Foley, II
Executive Chairman of F&G Annuities & Life (FG) since November 2022; age 80. Educated at West Point (B.S. Engineering), Seattle University (MBA), and University of Washington (JD); former U.S. Air Force captain. FG highlights his leadership in FNF’s 2020 acquisition of F&G and subsequent business expansion: gross sales grew from $4.5B (2020) to $15.3B (2024), and assets under management expanded from $26.5B to $53.8B (Dec 31, 2024), alongside ratings upgrades that supported distribution and market access . Pay-versus-performance shows substantial TSR creation: $100 invested in FG rose to $104.60 in 2022, $247.92 in 2023, and $228.18 in 2024; adjusted net earnings used as core incentive metric were $353M (2022), $335M (2023), and $546M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fidelity National Financial (FNF) | Chairman of the Board | Since 1984 | Led strategy culminating in FNF’s acquisition of F&G (2020), long track record of M&A and shareholder value creation . |
| FNF | Chief Executive Officer | Until May 2007 | Led growth and operations across title insurance and services . |
| FNF | President | Until Dec 1994 | Senior leadership and operational oversight . |
| F&G Annuities & Life (FG) | Executive Chairman | Since Nov 2022 | Post-acquisition expansion: sales and AUM growth; ratings upgrades aided distribution . |
| Black Knight, Inc. (and predecessors) | Chairman of the Board | Jan 2014–Jun 2021 | Oversight of strategic initiatives in mortgage tech . |
| Paysafe Limited | Non-Executive Chairman (incl. SPAC predecessor) | Mar 2020–Mar 2022 | Led SPAC-to-public transition (Foley Trasimene Acquisition Corp. II) . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cannae Holdings, Inc. | CEO & CIO; Chairman | CEO/CIO since Feb 2024; Chairman since Jul 2017 | Capital allocation and investment management; governance leadership . |
| Dun & Bradstreet Holdings, Inc. | Executive Chairman (formerly non-exec Chair) | Exec Chair since Feb 2022; non-exec Chair since Feb 2019 | Corporate transformation and data/analytics strategy . |
| Alight, Inc. | Director; formerly Non-Executive Chairman | Director since Apr 2021; non-exec Chair Apr 2021–Feb 2025 | HR/payroll tech oversight; SPAC predecessor board service . |
| Foley Wines Ltd. | Director; formerly Chairman | Director since Jan 2025; Chairman Sept 2012–Mar 2023 | International consumer brand stewardship . |
| Ceridian HCM Holding Inc. | Director | Sept 2013–Aug 2019 | Human capital tech governance . |
| Fidelity National Information Services (FIS) | Vice Chairman (prior role) | Prior years | Payments/financial tech governance . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2022 | — | — | — | Foley did not receive base salary or annual cash incentive; did not participate in benefit plans . |
| 2023 | — | — | — | No base salary or cash bonus; no benefit plan participation . |
| 2024 | — | — | — | No base salary or cash bonus; all compensation via equity awards . |
Performance Compensation
- FG uses Adjusted Net Earnings (ANE) as the primary performance metric for NEO equity awards; annual performance target with three-year vesting; SIE adjustments remove mark-to-market impacts on alternatives .
- Foley’s compensation consists solely of performance-vesting restricted stock awards; he does not participate in FG’s annual cash incentive program .
| Grant Year | Grant Date | Shares | Grant-Date Fair Value ($) | Metric | Vesting |
|---|---|---|---|---|---|
| 2022 | Various (per SCT) | — | 9,000,021 | Adjusted Net Earnings | Three-year schedule with annual performance test . |
| 2023 | Nov 15, 2023 | 160,060 | 6,500,037 | 2024 Adjusted Net Earnings | 33.33% 11/15/2024; 33.33% 11/15/2025; 33.34% 11/15/2026 . |
| 2024 | Nov 8, 2024 (inferred by vest table) | — | 6,500,004 | ANE (following year) | One-third each on 11/8/2025, 11/8/2026, 11/8/2027 . |
Detailed vesting schedule (outstanding at FY2024):
| Award | Shares | Vesting Dates | Notes |
|---|---|---|---|
| Performance RS | 137,615 | 12/1/2025 | F&G performance award . |
| Performance RS | 106,707 | 11/15/2025; 11/15/2026 | F&G performance award . |
| Performance RS | 141,115 | 11/8/2025; 11/8/2026; 11/8/2027 | F&G performance award . |
| Options (FNF) | — | — | FNF options held; not accelerated on FG change-in-control . |
2024 annual bonus pool for other NEOs paid at 190% of target based on corporate performance; Foley excluded (no EIP participation) .
Equity Ownership & Alignment
| Date | Beneficial Shares | % of Outstanding | Composition Notes |
|---|---|---|---|
| May 19, 2023 | 1,037,065 | <1% | Includes indirect holdings via entities disclosed . |
| Jun 3, 2024 | 1,146,805 | <1% | Includes 152,668 (Folco Development Corp.), 48,151 (Foley Family Charitable Foundation), 86,076 (BilCar LLC) . |
| Apr 28, 2025 | 1,233,804 | <1% | Same entities; company insiders/directed holdings noted . |
- Stock ownership guidelines: Chairman of the Board minimum aggregated value $5,000,000; executives/directors to reach levels within four years. As of Dec 31, 2024, all NEOs and non-employee directors exceeded guidelines .
- Hedging/pledging policy prohibits hedging, speculative transactions, margin accounts or pledging without FG approval; Section 16 persons subject to the policy; no pledges for Foley disclosed in proxy .
Employment Terms
| Trigger | Salary Severance ($) | Bonus Severance ($) | Equity Vesting ($) | Notes |
|---|---|---|---|---|
| Change in Control (as of 12/31/2022) | — | — | 8,261,029 | FNF options/RS not accelerated under FG CIC . |
| Change in Control (as of 12/31/2023) | — | — | 20,023,340 | Assumes target performance and full vesting at $46.00 price . |
| Change in Control (as of 12/31/2024) | — | — | 15,974,001 | Assumes target performance and full vesting at $41.44 price . |
- Foley is not a participant in the Severance Plan (no salary/bonus severance); potential payout is equity acceleration under change-in-control only .
- Clawback: 3-year lookback for incentive comp upon material restatement; no clawbacks in 2023 .
Board Governance
- Role and tenure: Director and Executive Chairman; nominated Class III director for term expiring 2028 . FG board had five meetings in 2023; all directors attended at least 75% of board/committee meetings; non-management directors met in executive sessions .
- Controlled company: FNF owns ~82–84% of FG; FG may rely on NYSE controlled-company exemptions, though Compensation and Nominating & Governance committees are comprised of independent directors; audit committee fully independent per Sarbanes-Oxley and NYSE requirements .
- Committee structure: Audit chaired by Douglas K. Ammerman; Ammerman also sits on Compensation and Nominating & Governance; other committee memberships disclosed as independent; Foley’s role is Executive Chairman (not listed as committee member in cited sections) .
- Dual-role implications: FG explicitly asserts Foley can devote sufficient time despite multiple boards; emphasizes strategic benefits from his concurrent chairmanship at FNF given FG’s status as an 82% owned subsidiary .
Director Compensation
- Foley receives no additional director compensation for board service (as Executive Chairman); non-employee directors receive cash retainers and annual restricted stock grants vesting over three years .
- Examples: 2024 non-employee director awards of 6,515 restricted shares ($300,016 grant-date value), some directors elected stock in lieu of cash; prior year 2023 non-employee director awards of 5,172 restricted shares ($210,035 grant-date value) .
Related Party Transactions
- BIS/MVB/BilCar arrangement: BIS manages FG accounts; MVB Management (50% owned by BilCar LLC—an affiliate of William P. Foley, II) receives a participation fee from BIS; in March 2023, BilCar waived rights to BIS payments on “New AUM,” and FG agreed to pay BilCar fees it would have received from BIS via MVB over 10 years ending March 31, 2033. In 2024, BilCar received $8.8M from MVB and $0.9M from FG under the agreement; FG is not party to BIS–MVB agreements and does not pay MVB .
- FNF agreements: Corporate Services and Reverse Corporate Services Agreements; Tax Sharing Agreement governing consolidated tax filings; FG remains an FNF-controlled company post-2022 distribution .
Performance & Track Record
| Measure | 2020 | 2024 | Commentary |
|---|---|---|---|
| Gross Sales ($B) | 4.5 | 15.3 | Expansion across retail and institutional channels post-FNF acquisition . |
| Assets Under Management ($B) | 26.5 | 53.8 | Ratings upgrades facilitated distribution and growth . |
| TSR, $100 Invested | — | 228.18 (2024) | Strong absolute TSR; peer-group TSR lower in 2024 . |
| Adjusted Net Earnings ($M) | — | 546 (2024) | ANE is core incentive metric; excludes SIE mark-to-market impacts . |
Compensation Structure Analysis
- All equity, no cash: Foley’s pay is 100% performance-vesting stock awards; no base salary, cash bonus, or benefits participation, reinforcing alignment with shareholder outcomes .
- Performance metric: ANE-based PSU/RS design with one-year performance test and three-year vesting; continued service required; SIE exclusion reduces volatility from alternatives .
- Change-in-control treatment: Only equity acceleration; no salary/bonus severance; FNF awards not accelerated, limiting cross-company windfall risk .
Vesting Schedules and Potential Selling Pressure
- Upcoming vesting tranches for Foley: 12/1/2025 (137,615 shares), 11/15/2025 and 11/15/2026 (106,707 shares), and 11/8/2025–2027 (141,115 shares). The clustering of vest dates in late 2025–2027 could create periodic supply if sales occur post-vesting; no 10b5-1 plan or Form 4 patterns disclosed in proxy .
Equity Ownership & Alignment Flags
- Ownership guidelines exceeded by executives and directors; Chairman minimum $5M policy supports skin-in-the-game .
- Hedging/pledging prohibited absent approval; no pledging by Foley disclosed; policy applies to Section 16 insiders .
Employment Terms
- No standard employment agreement severance coverage; CIC equity acceleration only; clawback policy in place; no tax gross-ups disclosed for Foley .
Board Service History and Independence Considerations
- Executive Chairman and Director (Class III, term to 2028 if elected); FG justifies time-commitment and strategic rationale for Foley’s dual roles with FNF and FG as controlled company. Committees (Compensation; Nominating & Governance) are independent despite controlled-company exemptions; audit committee meets independence requirements. Board met five times in 2023; attendance thresholds achieved .
Investment Implications
- Alignment: Foley’s 100% equity compensation with ANE-linked vesting ties value realization to performance and sustained service, a positive for long-term alignment; robust upcoming vest schedules could create episodic selling pressure but also signify continued retention hooks .
- Governance: Controlled-company structure with FNF (82%) plus Foley’s chair roles at FNF/FG heighten independence scrutiny; FG mitigates via independent Compensation and Nominating & Governance committees and explicit board rationale on dual-role benefits .
- Related parties: BIS/MVB/BilCar fee streams introduce conflict-of-interest optics; 2024 payments ($8.8M via MVB; $0.9M from FG) warrant monitoring though FG is not party to BIS–MVB agreements; disclosure and committee oversight are key .
- Performance: Strong TSR and business growth under Foley’s strategic umbrella support pay-for-performance posture; reliance on ANE (non-GAAP) aligns incentives with core value drivers while excluding market volatility in alternatives, but investors should track ANE quality and reconciliation .