Cary H. Thompson
Fidelity National FinancialAbout Cary H. Thompson
Independent director at Fidelity National Financial (FNF) since 2005; previously a director of predecessors of FNF since 1992. Age 67. Executive Vice Chairman, Global Corporate & Investment Banking at BofA Securities (since May 2008); formerly Senior Managing Director and Head of West Coast Investment Banking at Bear Stearns (1999–May 2008). Serves on FNF’s Compensation Committee; the Board has determined he is independent under NYSE rules and specifically for Compensation Committee service. Nominated as a Class II director for a term expiring in 2028.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BofA Securities, Inc. | Executive Vice Chairman, Global Corporate & Investment Banking | May 2008–present | Senior leadership and capital markets expertise relevant to FNF’s finance and transactions |
| Bear Stearns & Co., Inc. | Senior Managing Director; Head of West Coast Investment Banking | 1999–May 2008 | Led investment banking on West Coast; corporate finance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fidelity National Information Services (FIS) | Director | Feb 2006–Jul 2008 | Board service at financial technology affiliate/former subsidiary |
| Lender Processing Services (LPS) | Director | Jul 2008–Mar 2009 | Board service at mortgage/servicing tech affiliate/former subsidiary |
Board Governance
- Committee memberships: Compensation Committee member (Chair: Thomas M. Hagerty; other members: Daniel D. Lane), five meetings in 2024.
- Independence: Board determined Thompson is independent under NYSE criteria and independent for Compensation Committee service.
- Attendance and engagement: Board met four times in 2024; all directors attended at least 75% of board and committee meetings. Non-management directors met in executive sessions led by the Lead Director. Note: No board members attended the 2024 annual meeting of shareholders.
- Board structure and leadership: Classified board; Thompson is nominated as a Class II director (term to 2028). Lead Independent Director: Douglas K. Ammerman.
- Governance features: Majority voting in uncontested elections; proxy access; robust director stock ownership guidelines (5× annual retainer); hedging/pledging restrictions.
Fixed Compensation
- Director fee schedule (effective October 2024):
- Annual cash retainer for non-executive directors: $120,000.
- Audit Committee: Chair $100,000; member $35,000.
- Compensation Committee: Chair $25,000; member $15,000.
- Corporate Governance & Nominating Committee: Chair $20,000; member $10,000.
- Related Person Transaction Committee: Chair $50,000; member $25,000.
- Lead Independent Director annual fee: $25,000.
| 2024 Director Compensation (FNF) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 119,294 |
| All Other Compensation | 21,860 |
| Total Cash & Other | 141,154 |
Notes: “Fees Earned” reflects quarterly payment cadence and the October 2024 retainer increase timing. Directors may defer fees via the deferred compensation plan; FNF reimburses reasonable out-of-pocket expenses.
Performance Compensation
| Equity Award Type | Shares Granted (2024) | Grant-Date Fair Value ($) | Vesting | Performance Metrics | Dividend Treatment |
|---|---|---|---|---|---|
| FNF Restricted Stock | 6,310 | 380,051 | Pro-rata over 3 years | None disclosed for directors | Dividends accrue, payable only upon vesting of underlying shares |
Notes: 2024 equity comprised an annual grant ($280k) plus a one-time special long-term incentive ($100k), totaling 6,310 shares at $60.23 per share. No stock options were granted to directors.
Other Directorships & Interlocks
- Prior public company boards: FIS (2006–2008), LPS (2008–2009).
- Compensation Committee interlocks: None in 2024 (no FNF executive served on another entity’s board/comp committee where an FNF executive reciprocated).
Expertise & Qualifications
- Corporate finance/investment banking, capital allocation, and complex transaction execution; senior leadership of a large financial institution. Board biography cites experience negotiating and consummating complicated financial transactions and running complex organizations.
- Board skills matrix indicates broad coverage across finance, risk management, governance, and related competencies for the Board.
Equity Ownership
| Ownership Metric | Amount |
|---|---|
| Beneficial Ownership (FNF common) | 46,627 shares; <1% of outstanding |
| Shares Outstanding (reference) | 274,639,798 (as of April 14, 2025) |
| Estimated Ownership % (calculated) | ~0.017% (46,627 ÷ 274,639,798) |
| Unvested FNF Restricted Stock Outstanding (12/31/2024) | 12,675 shares |
| Hedging/Pledging Status | Hedging and pledging prohibited without approval; no outstanding hedges noted for directors as of 12/31/2024 |
| Director Stock Ownership Guidelines | 5× annual cash retainer; to be met within 4 years; restricted stock counts |
| Compliance with Ownership Guidelines | Directors (including Thompson) exceeded guidelines as of 12/31/2024 |
Governance Assessment
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Strengths
- Independent director with deep capital markets expertise; member of a fully independent Compensation Committee with defined scope and five meetings in 2024.
- Strong alignment: meaningful share ownership; restricted stock with multi-year vesting; robust stock ownership guidelines; hedging/pledging restrictions.
- Governance safeguards: majority voting, proxy access, independent Related Person Transaction Committee, and regular executive sessions led by a Lead Director.
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Potential conflicts and monitoring points
- Executive Vice Chairman role at BofA Securities; FNF “made payments to and received payments from entities affiliated with Bank of America Merrill Lynch” in 2024. The Board considered this in its independence review and determined Thompson remains independent, but ongoing oversight of financial relationships is warranted.
- Engagement optics: No directors attended the 2024 annual meeting of shareholders; while all met ≥75% attendance at board/committee meetings, investors may prefer visible annual meeting participation.
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Compensation structure observations
- Increase in fixed cash retainer from $100k to $120k in Oct 2024 (guaranteed pay up modestly). Equity remains time-based (restricted stock), with no director performance metrics disclosed—consistent with market practice.
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RED FLAGS (current evidence)
- None disclosed for Thompson regarding hedging/pledging, related-party transactions beyond the BofA relationship reviewed for independence, or attendance shortfalls; Compensation Committee interlocks: none.