Daniel D. (Ron) Lane
Fidelity National FinancialAbout Daniel D. (Ron) Lane
Independent director of Fidelity National Financial, Inc. since 2005 (director of predecessors since 1989); principal, Chairman and CEO of Lane/Kuhn Pacific, Inc. since February 1983; age 90 with approximately 19 years of board tenure at FNF; currently a Class II director nominated for a term expiring in 2028 and serves on the Compensation Committee, with independence affirmed under NYSE rules and for compensation committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CKE Restaurants, Inc. | Director | 1993–2010 | Not disclosed |
| Fidelity National Information Services (FIS) | Director | Feb 2006–Jul 2008 | Not disclosed |
| Lender Processing Services, Inc. | Director | Jul 2008–Mar 2009 | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lane/Kuhn Pacific, Inc. | Principal, Chairman & CEO | Feb 1983–present | Community development and homebuilding leadership |
| University of Southern California | Board of Trustees member | Not disclosed | Governance oversight in higher education |
Board Governance
- Committee assignments: Member, Compensation Committee; the committee met five times in 2024 and comprises Thomas M. Hagerty (Chair), Daniel D. (Ron) Lane, and Cary H. Thompson; all are independent under NYSE rules .
- Independence: Board determined Lane is independent under NYSE and Corporate Governance Guidelines; also 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 held periodic executive sessions led by the Lead Director; directors were invited but did not attend the 2024 annual meeting (attendance not required) .
- Classification/term: Class II director; nominated in 2025 for a three-year term expiring in 2028 .
- Majority voting policy: Uncontested elections use majority voting; incumbents not receiving a majority must tender resignations for board consideration .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 106,939 | 114,131 |
| All Other Compensation ($) | 21,604 (primarily dividends on vested restricted stock) | 21,860 (primarily dividends on vested restricted stock) |
- Director fee schedule (effective changes): Annual non-employee director retainer increased from $90,000 to $100,000 in Nov 2023 ; further increased to $120,000 in Oct 2024. Additional annual fees: Audit Chair $100,000; Audit Member $35,000; Compensation Chair $25,000; Compensation Member $15,000; Corporate Governance Chair $20,000; Corporate Governance Member $10,000; Related Person Transaction Chair $50,000; Related Person Transaction Member $25,000; Lead Independent Director $25,000 .
Performance Compensation
| Grant Year | Instrument | Shares Granted | Grant-Date Fair Value/Share | Total Grant-Date Fair Value | Vesting | Performance Conditions | Dividends |
|---|---|---|---|---|---|---|---|
| 2024 | Restricted Stock | 6,310 | $60.23 | $380,051 | Ratable over 3 years | None (time-based for non-Foley directors) | Accrued and paid upon vesting |
- 2024 structure included an annual equity grant ($280,000) plus a special one-time long-term incentive ($100,000) in recognition of superior financial performance; combined into the 6,310-share award above .
Other Directorships & Interlocks
| Company | Type | Current/Past | Notes |
|---|---|---|---|
| CKE Restaurants, Inc. | Public | Past | Director (1993–2010) |
| FIS | Public | Past | Director (Feb 2006–Jul 2008) |
| Lender Processing Services, Inc. | Public | Past | Director (Jul 2008–Mar 2009) |
| University of Southern California | Non-profit | Current | Board of Trustees member |
- Independence review disclosed potential interlocks and relationships for several directors, but none were cited for Lane; the board concluded these did not impair independence of the involved directors .
- Compensation committee interlocks: None—no member was a former/current officer; no cross-compensation committee relationships involving FNF executives in 2024 .
Expertise & Qualifications
- Deep real estate industry expertise as Chairman & CEO of Lane/Kuhn Pacific; long-term perspective and knowledge of FNF’s business landscape as a long-serving director .
- Board experience across multiple public companies; financial literacy and governance competencies reflected in service on FNF’s Compensation Committee .
- Age 90 and ~19 years of FNF board tenure per the director skills/tenure matrix .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Unvested Restricted Shares Outstanding (FNF) | Hedging/Pledging |
|---|---|---|---|---|
| Daniel D. (Ron) Lane | 277,805 | <1% | 12,675 as of Dec 31, 2024 | Hedging and pledging prohibited without approval; none of directors/executives had outstanding hedges as of Dec 31, 2024; no pledges disclosed for Lane |
- Stock ownership guidelines: Members of the Board must hold shares equal to 5× annual cash retainer; all directors’ holdings exceeded guidelines as of Dec 31, 2024; restricted stock counts toward compliance, and executives must retain 50% of shares acquired until meeting guidelines .
Governance Assessment
- Independence and committee effectiveness: Lane is independent and serves on a three-member Compensation Committee that met five times in 2024, providing oversight of CEO and Section 16 officer compensation, and director pay—positive for governance structure .
- Attendance and engagement: Met ≥75% attendance thresholds with regular executive sessions—minimum compliance achieved; board met four times in 2024 .
- Pay-for-performance alignment for directors: Equity is time-based with multi-year vesting; 2024 included a special one-time award linked to company performance but without explicit performance conditions—neutral; enhances alignment via ownership but lacks metric-based vesting for directors .
- Potential watchpoint: As a Compensation Committee member, Lane participated in approving a $50 million special equity award to the Chairman (with waiver of minimum vesting under the omnibus plan), later approved by the Related Person Transaction Committee—this may raise investor scrutiny on board discretion and pay governance despite committee process safeguards .
- Ownership alignment and risk controls: Lane’s 277,805 shares, ongoing restricted stock, and adherence to anti-hedging/pledging policies support alignment; no pledging disclosed for Lane—positive .
- Board refreshment: Age 90 and long tenure (~19 years) can prompt succession and refreshment considerations; balanced by sector expertise and institutional knowledge—monitor as part of board composition planning .