Halim Dhanidina

About Halim Dhanidina

Halim Dhanidina (age 52) is an independent director of Fidelity National Financial, Inc. (FNF) who has served on the board since May 2021. He is a retired Associate Justice of the California Court of Appeal (2018–April 2021) and previously served as a Los Angeles County Superior Court Judge starting in 2012; he holds a B.A. in International Relations from Pomona College and a J.D. from UCLA, plus a UCLA Anderson certificate in Board Governance . He is currently a mediator/arbitrator at Signature Resolution and teaches law at UC Irvine, UCLA, and Chapman University . He is a Class II director and is nominated for re‑election at the 2025 annual meeting for a term expiring in 2028 .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Related Person Transaction (RPT) Committee (members: Halim Dhanidina (Chair), Sandra D. Morgan); established August 2022 and met four times in 2024. The committee reviews, approves/ratifies related person transactions per the RPT Policy and conducts annual reviews .
• Independence: The board deemed Judge Dhanidina independent under NYSE rules .
• Attendance: The board met four times in 2024; all directors attended at least 75% of board and committee meetings. Non‑management directors met periodically in executive sessions led by the Lead Director .
• Classification and term: Class II director; nominated in 2025 for a new three‑year term expiring in 2028 .
• Risk oversight participation: The RPT Committee reports to the full board; risk oversight is primarily through the Audit Committee, with committees providing regular reports to the board .

Fixed Compensation

Notes:

• FNF reimburses reasonable out‑of‑pocket meeting and education expenses; directors may defer board/committee fees via the deferred compensation plan .

Performance Compensation

• Incentive recovery: The Compensation Committee administers FNF’s incentive‑based recovery (clawback) policy; director‑specific clawback terms are not separately disclosed .

Other Directorships & Interlocks

• Notably, several other FNF directors hold roles with Cannae, Dun & Bradstreet, F&G, and sports‑related entities; the board determined these relationships did not impair independence, and none are attributed to Judge Dhanidina .

Expertise & Qualifications

• Legal and regulatory expertise (Superior Court and Court of Appeal), corporate governance education (UCLA Anderson certificate), and teaching experience in multiple law programs .
• Skills matrix flags coverage across legal, regulatory, corporate governance, risk management, and board experience; age 52; board tenure 4 years in the matrix presentation .

Equity Ownership

Additional detail:

• Restricted stock awards outstanding (time‑vested) as of Dec 31, 2024: 12,675 shares .

Governance Assessment

• Strengths:
  • Independence and legal/regulatory background reinforce oversight of conflicts; chairing the RPT Committee provides a focused check on related party transactions and potential conflicts; the committee met four times in 2024, indicating active oversight .
  • Attendance threshold met; participation in a board that uses executive sessions supports independent oversight .
  • Clear, time‑based equity grants create alignment without adding complex performance gaming; beneficial ownership and outstanding RS support some “skin in the game” .
• Considerations for investors:
  • Director equity awards are time‑vested RS without disclosed performance metrics; while common for directors, this provides alignment chiefly through ownership rather than pay‑for‑performance linkages .
  • FNF maintains a classified board; a shareholder proposal to elect directors annually appears on the 2025 proxy card—declassification is often viewed favorably by governance‑focused investors .
• RED FLAGS:
  • No pledging or related‑party exposures disclosed for Judge Dhanidina in beneficial ownership footnotes; pledging disclosures in the table concern other directors (e.g., Mr. Foley), not Judge Dhanidina .
  • No legal proceedings or conflicts were disclosed for Judge Dhanidina; serving as RPT Committee Chair is a mitigating governance role rather than a risk indicator .

Implication: Judge Dhanidina’s profile supports investor confidence on conflict oversight and governance rigor. The primary governance debate at the board level (not specific to him) is the classified board structure versus annual elections, which may be addressed if shareholders approve declassification in 2025 .

Fixed Compensation (Detail by Year)

Performance Compensation (Grant Detail)

Equity Ownership

Other Notes

• Board met four times in 2024; all directors ≥75% attendance; executive sessions held periodically .
• RPT Committee functions and activity level (four meetings in 2024) support conflict oversight .
• Director compensation structure includes cash retainers and time‑vested restricted stock; no options or PSUs disclosed for directors .