Heather H. Miller
Fidelity National FinancialAbout Heather H. Miller
Independent director at Fidelity National Financial (FNF) since 2017; age 58. Background includes Managing Director and group head of Global Securities & Economics at Merrill Lynch (retired 2002), founder/Chair/CEO of Nevada Cancer Institute (merged into Roseman University in 2013), Commissioner on the Financial Crisis Inquiry Commission (2009–2011) and White House Commission on Enhancing National Cybersecurity (2016). Current external roles include Board of Trustees of Johns Hopkins University and Johns Hopkins Medicine, and Chair of Johns Hopkins University Applied Physics Laboratory. Independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merrill Lynch | Managing Director; Group Head, Global Securities & Economics | Retired 2002 | Senior leadership on Wall Street; finance expertise |
| Nevada Cancer Institute | Founder; Chair; CEO; Board Member (until merger) | 2002–2013 | Established research/treatment center; leadership in healthcare |
| Financial Crisis Inquiry Commission | Commissioner | 2009–2011 | Contributed to “The Financial Crisis Inquiry Report” (NYT bestseller) |
| White House Commission on Enhancing National Cybersecurity | Commissioner | 2016 | Findings presented to President Obama |
| MannKind Corporation | Director (former) | Not disclosed | Prior public company board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Johns Hopkins University | Board of Trustees | Current | Governance in higher education |
| Johns Hopkins Medicine | Board of Trustees | Current | Healthcare governance |
| Johns Hopkins University Applied Physics Laboratory | Chair | Current | Oversight of applied research and cybersecurity-relevant initiatives |
Board Governance
- Classification: Class I director; term expiring 2027 (re-elected in 2024 as Class I).
- Independence: Determined independent by FNF’s board under NYSE criteria.
- Committees: Not listed as a member of Audit, Compensation, Corporate Governance & Nominating, or Related Person Transaction committees in 2024/2025 committee rosters.
- Attendance: Board met four times in 2024; all directors attended at least 75% of board and committee meetings; non-management directors held executive sessions periodically.
- Majority voting standard in uncontested elections; resignation policy if incumbent fails to receive majority.
| 2024 Director Election (Class I) | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Heather H. Miller | 215,910,960 | 2,071,430 | 27,018,272 |
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $118,424 |
| All Other Compensation (dividends on vested restricted stock) | $21,860 |
Notes:
- Eligible for director deferred compensation plan; 2024 deferrals were made by Ammerman, Morgan, Rood, and Shea (Miller not listed among deferrers).
Performance Compensation
| Equity Element | Grant Year | Shares Granted | Grant-Date Fair Value per Share | Total Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Restricted Stock (FNF) | 2024 | 6,310 | $60.23 | $380,051 | Time-based over 3 years (no performance metrics) |
| Restricted Stock Outstanding (as of 12/31/2024) | — | 12,675 | — | — | Remaining time-based vesting |
Performance metrics:
- None applied to non-employee director awards; equity vests based on time, not performance conditions.
Options:
- No option awards disclosed for Miller; 2024 director equity grants shown as restricted stock.
Other Directorships & Interlocks
| Company/Organization | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| MannKind Corporation | Public company (former) | Director | Former seat; no current disclosed interlocks with FNF counterparties |
| Johns Hopkins University / Medicine / APL | Non-profit/Academic | Trustee / Chair | External governance roles; no related-party transactions disclosed tied to Miller at FNF |
Expertise & Qualifications
- Finance and capital markets (Merrill Lynch leadership).
- Regulatory and cybersecurity (FCIC; White House cybersecurity commission; APL Chair).
- Board leadership and governance across non-profit/academic institutions.
- Independent director; age 58.
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Notes |
|---|---|---|---|
| Heather H. Miller | 36,750 | <1% | Includes beneficial ownership per proxy |
| Restricted Stock Outstanding (Dec 31, 2024) | 12,675 | — | Unvested time-based awards outstanding |
Ownership alignment and policy:
- Director stock ownership guidelines require 5× annual cash retainer; as of Dec 31, 2024, all non-employee directors’ holdings exceeded guidelines.
- Hedging/pledging policy in place; pledging waivers noted for Foley (not Miller).
Say-on-Pay & Shareholder Feedback
| Proposal (2024 Annual Meeting) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on executive compensation | 205,997,576 | 11,451,419 | 533,395 | 27,018,272 |
Related Party Transactions
- Related Person Transaction Committee membership: Dhanidina (Chair), Morgan. Miller not a member.
- Independence review disclosed several director relationships; none cited for Miller regarding related party transactions.
Risk Indicators & RED FLAGS
- Legal: Stockholder derivative lawsuit filed June 10, 2025 in Delaware Chancery against FNF and its non-employee directors (including Miller) alleging breaches of fiduciary duty and unjust enrichment related to director compensation in 2022–2024; FNF states it does not believe the lawsuit will be material.
- Attendance: Only threshold disclosure (≥75%); board did not attend 2024 annual meeting (customary at FNF).
- Committee influence: Not serving on Audit, Compensation, Governance, or Related Person Transaction committees, limiting direct oversight leverage.
- Section 16 reporting: Proxy indicates Miller filed a Form 5 to adjust reported holdings for accuracy as of Dec 31, 2024 (administrative correction).
Governance Assessment
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Positives: Strong finance and cybersecurity expertise; independent; high shareholder support in 2024 re-election; ownership exceeds guideline (alignment).
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Watch items: Not on key board committees; derivative litigation targeting director pay practices presents headline risk; limited disclosure on individual meeting attendance beyond ≥75%.
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Board context: Majority voting policy and proxy access in bylaws support shareholder rights; audit committee oversees cybersecurity with regular management reporting.