Douglas K. Ammerman
Fidelity National FinancialAbout Douglas K. Ammerman
Douglas K. Ammerman (age 73) has served on FNF’s board since 2005 (≈19 years of tenure). He is a retired KPMG LLP partner (partner since 1984; retired 2002) with 18 years as partner, and is recognized by FNF as an audit committee financial expert. He serves as FNF’s independent Lead Director and Chair of the Audit Committee. The board affirms his independence under NYSE rules and Corporate Governance Guidelines.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Partner (retired) | Partner since 1984; retired 2002 | Financial/accounting expertise cited by FNF; designated audit committee financial expert at FNF |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stantec Inc. | Director; Chairman | Director since 2011 | Current Chairman |
| F&G Annuities & Life (majority-owned by FNF) | Director | Since Dec 2022 | Interlock with Mr. Foley (Executive Chairman of F&G) |
| Dun & Bradstreet Holdings, Inc. | Director | Since Feb 2019 | Interlock with Mr. Foley (Executive Chairman) and Cannae (significant investor) |
| Cannae Holdings, Inc. | Director | Since Feb 2024 | Interlock with Mr. Foley (Chairman/CEO/CIO) |
| J. Alexander’s Holdings, Inc. | Former Director | — | Prior service |
| Foley Trasimene Acquisition Corp. (FTAC) | Former Director | — | Prior service |
Board Governance
- Roles: Independent Lead Director; Audit Committee Chair; Audit Committee Financial Expert. The audit committee met five times in 2024.
- Independence: Board determined Ammerman is independent under NYSE criteria; reviewed interlocks and other relationships and concluded they do not impair independence.
- Attendance: Board met four times in 2024; all directors attended at least 75% of board/committee meetings. Non-management directors met in executive session; Lead Director presided.
- Lead Independent Director mandate includes: presiding at meetings in Chairman’s absence, reviewing agendas/schedules, serving as liaison between independent directors and the Chair, engaging with shareholders, advising on retention of advisors.
Fixed Compensation (Director; 2024)
| Component | Amount/Rate | Detail |
|---|---|---|
| Fees Earned or Paid in Cash (FNF) | $224,131 | Cash portion of annual board/committee retainers and meeting fees for 2024 |
| Annual Board Retainer (rate as of Oct 2024) | $120,000 | Increased from $100,000 in Oct 2024 for non-executive directors |
| Lead Independent Director Fee | $25,000 | Annual fee (payable quarterly) |
| Audit Committee Chair Fee | $100,000 | Annual fee; members receive $35,000 (not applicable to Chair) |
| All Other Compensation | $178,888 | Includes $157,028 of F&G common stock for F&G board/committee retainers in 2024; dividends on vested restricted stock |
| Total (FNF 2024) | $1,083,086 | Cash + Stock Awards + Other Compensation |
Performance Compensation (Director Equity; 2024)
| Grant Type | Company | Shares/Terms | Grant Date Fair Value | Vesting/Performance |
|---|---|---|---|---|
| Restricted Stock (Annual + Special) | FNF | 6,310 shares | $60.23 per share; $380,051 (annual) + ~$100,000 (special) included in total $680,067 stock awards | Vests proportionately over 3 years (time-based) |
| Restricted Stock (Board service) | F&G | 6,515 shares (Nov 2024) | $46.05 per share | Vests over 3 years; time-based (Mr. Foley’s F&G award had performance condition; not applicable here) |
| Restricted Stock Outstanding (as of 12/31/24) | FNF | 12,675 shares | — | Unvested balance outstanding at year-end |
The company granted a special one-time FNF long-term incentive in 2024 (≈$100,000 value) in recognition of “superior financial performance,” but vesting for non-employee directors remains time-based.
Other Directorships & Interlocks
- Interlocks with William P. Foley II across multiple entities (Dun & Bradstreet, Cannae, F&G). Board reviewed these and determined they do not impair independence.
- Minority, non-voting interests alongside Mr. Foley in Black Knight Sports & Entertainment (Vegas Golden Knights) and a minority interest in Black Knight Football Club US, LP (AFC Bournemouth). Board concluded no impairment to independence.
Expertise & Qualifications
- Designated audit committee financial expert; deep financial and accounting experience from KPMG.
- Governance experience: Longstanding tenure; current independent Lead Director with defined shareholder engagement responsibilities.
- Skills matrix indicates financial literacy, risk management, corporate governance, and finance/capital allocation.
Equity Ownership
| Item | Detail |
|---|---|
| Total Beneficial Ownership (FNF) | 168,466 shares; <1% of outstanding |
| Ownership Guidelines | Directors must hold ≥5× annual cash retainer; all directors exceeded guidelines as of 12/31/24 |
| Pledging/Hedging | Company has hedging/pledging policy; a waiver permits pledging for Mr. Foley; no pledging disclosed for Mr. Ammerman |
| Unvested FNF Restricted Stock (12/31/24) | 12,675 shares outstanding |
Insider Trades (Selected recent filings)
| Filing Date (SEC) | Transaction Date | Security/Type | Shares | Price | Post-Trans. Holdings | Notes |
|---|---|---|---|---|---|---|
| Nov 13, 2025 | Nov 10, 2025 | FNF Restricted Stock (A) | 4,870 | $0.00 | 149,340.553 | Grant vests in 3 equal annual installments beginning Nov 10, 2026 |
| Oct 1, 2025 | Sep 30, 2025 | Form 4 filed | — | — | — | Statement of changes in beneficial ownership (details in filing) |
| Jan 7, 2025 | — | Form 4 filed | — | — | — | Statement of changes in beneficial ownership (details in filing) |
| Nov 12, 2024 | — | Form 4 filed | — | — | — | Statement of changes in beneficial ownership (details in filing) |
Governance Assessment
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Strengths
- Independent Lead Director with explicit shareholder engagement and board-liaison responsibilities; long-tenured governance presence; audit chair with “financial expert” status.
- Strong attendance culture (≥75% across directors) and active audit oversight (five meetings; quarterly cyber, compliance, internal control reporting).
- Alignment: Director stock ownership guidelines (5× retainer) met or exceeded; time-based equity reinforces retention and alignment; no pledging disclosed for Ammerman.
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Potential Risks/Watch Items
- Overboarding: Board explicitly reviewed and approved his service on four audit committees (including FNF), citing his retirement and expertise; still a vigilance point for investors sensitive to audit committee workload.
- Interlocks/Ties: Multiple board overlaps with Mr. Foley (DNB, Cannae, F&G) and small co-investments in Foley-affiliated sports assets; board concluded no impairment to independence, but these ties warrant ongoing monitoring for related-party optics.
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Compensation Signals
- 2024 saw an increase in cash retainer to $120,000 and a special one-time long-term equity grant in addition to the annual grant for non-employee directors, reflecting strong company performance; all director equity vests over three years (no options disclosed).
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Shareholder Sentiment Context
- Say-on-pay support in 2024 was high (≈94.7%), indicating broad investor support for compensation practices, though this pertains to executives rather than directors.
Overall, Mr. Ammerman brings deep financial oversight and governance experience as Lead Independent Director and Audit Chair, with clear independence determinations and strong ownership alignment. Investors should continue to monitor audit-committee workload and interlocks, although the board’s explicit reviews and policies mitigate these risks to a degree.