John D. Rood
Fidelity National FinancialAbout John D. Rood
Independent director of FNF since May 2013; age 70. Founder and Chairman of The Vestcor Companies (multifamily development/investment). Former U.S. Ambassador to the Commonwealth of the Bahamas (2004–2007). Audit Committee Financial Expert; NACD Board Leadership Fellow with extensive risk/audit training (KPMG, Booz Allen, NACD). Serves on F&G’s board (since Dec 2022) and previously on Black Knight’s board until its acquisition by ICE in Sept 2023. Board-determined independent under NYSE standards. In 2024, all directors (including Rood) attended at least 75% of board/committee meetings; board met four times. Non-management directors hold executive sessions; Lead Director presides. No requirement to attend annual shareholder meeting; none attended in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Vestcor Companies | Founder & Chairman | >30 years (ongoing) | Real estate expertise; leadership |
| U.S. Government | U.S. Ambassador to The Bahamas | 2004–2007 | Diplomatic/leadership credentials |
| State of Florida | Florida Fish & Wildlife Commission (appointed by Gov. Jeb Bush) | Until 2004 | Public sector oversight |
| State of Florida | Florida Board of Governors (appointed by Gov. Charlie Crist) | Until 2013 | Higher-ed system governance |
| City of Jacksonville | JAXPORT Board (appointed by Mayor Lenny Curry) | Oct 2015–Jul 2016 | Port governance |
| State of Florida | Florida Prepaid College Board (appointed by Gov. Rick Scott), Chairman | Since Jul 2016 | Financial oversight; chair role |
| Enterprise Florida; Space Coast Florida | Director | Sep 2016–Feb 2019 | Economic development |
External Roles
| Organization | Role | Timeframe | Notes |
|---|---|---|---|
| F&G (majority-owned subsidiary of FNF) | Director | Since Dec 2022 | Overlapping directorship with FNF; audit and related committees at FNF monitor related-party transactions |
| Black Knight, Inc. | Director | Dec 2013–Sept 2023 | Tenure ended upon ICE acquisition |
Board Governance
- Committees:
- Audit Committee: Member; committee of independent directors; board designated Rood an Audit Committee Financial Expert. Oversees financial reporting, internal controls, auditor independence, IT/cybersecurity and ESG risk; EY appointed for 2025 upon committee recommendation.
- Corporate Governance & Nominating Committee: Member; independent; did not meet in 2024 but acted by written consent; oversees director independence, board evaluations, governance guidelines, committee membership recommendations.
- Attendance/Engagement:
- Board met 4 times in 2024; all directors attended at least 75% of board/committee meetings. Non-management directors met in executive sessions led by the Lead Director. Not required to attend annual meeting; none attended in 2024.
- Independence:
- Board determined Rood to be independent under NYSE rules; Audit and Corporate Governance committees comprised of independent directors.
Fixed Compensation (Director)
| Year | Cash Fees (FNF) | All Other Compensation (FNF) | Notes |
|---|---|---|---|
| 2024 | $144,611 | $183,327 | “All Other” includes $161,467 cash retainers for service on F&G’s board/committees; also dividends on vested restricted stock; Rood deferred some or all FNF director/committee fees in 2024. |
Director pay structure (effective Oct 2024 unless noted): annual board retainer $120,000; audit committee chair/member $100,000/$35,000; compensation committee chair/member $25,000/$15,000; corporate governance & nominating chair/member $20,000/$10,000; related person transaction committee chair/member $50,000/$25,000; Lead Independent Director fee $25,000.
Performance Compensation (Director Equity)
| Grant Year | Issuer | Award Type | Shares Granted | Grant-Date FV per Share | Vesting | Awards Outstanding at 12/31/2024 |
|---|---|---|---|---|---|---|
| 2024 | FNF | Restricted Stock | 6,310 | $60.23 | Pro-rata annually over 3 years based on continued board service | 12,675 (FNF RS outstanding) |
| 2024 (Nov) | F&G | Restricted Stock | 6,515 | $46.05 | 3-year vesting | 13,022 (F&G RS outstanding) |
Total 2024 FNF “Stock Awards” reported for Rood: $680,067 (includes FNF RS and F&G RS values under ASC 718).
No director performance metrics apply to these equity grants; they are time-based service awards (FNF awards pro-rata; F&G awards time-based).
Other Directorships & Interlocks
| Company | Relationship to FNF | Rood’s Role | Interlock/Transaction Oversight |
|---|---|---|---|
| F&G | Majority-owned subsidiary (FNF retains ~84%) | Director (since Dec 2022) | Corporate Services and Reverse Corporate Services Agreements; Tax Sharing Agreement; Related Person Transaction Committee (independent) reviews such transactions; board determined overlaps do not impair independence. |
Expertise & Qualifications
- Real estate industry leadership (Vestcor founder/chair), financial literacy, and governance expertise; NACD Board Leadership Fellow; audit/risk training with KPMG and Booz Allen.
- Audit Committee Financial Expert; audit committee also oversees cybersecurity and ESG risk; senior risk/security officers brief the committee at each regular meeting.
Equity Ownership
| Holder | Beneficial Ownership (FNF) | % of Shares Outstanding | Notes |
|---|---|---|---|
| John D. Rood | 240,569 shares | <1% | Beneficial ownership as of Apr 14, 2025; directors collectively own ~5.5% (15.2M) of FNF; directors required to hold 5× annual cash retainer; company discloses all non-employee directors exceeded guidelines as of Dec 31, 2024. |
| Restricted Stock Outstanding (FNF) | 12,675 shares | — | Rood’s unvested/RS outstanding at 12/31/2024 (FNF). |
| Restricted Stock Outstanding (F&G) | 13,022 shares | — | Rood’s unvested/RS outstanding at 12/31/2024 (F&G). |
| Pledging/Hedging | Not disclosed for Rood | — | Policy prohibits hedging/pledging without board approval; a waiver exists for another director (Mr. Foley); no pledging disclosed for Rood. |
Governance Assessment
- Strengths
- Independent director with real estate domain expertise and public/private board experience; designated Audit Committee Financial Expert—enhances financial oversight.
- Active on Audit and Corporate Governance & Nominating committees; audit oversight includes cybersecurity/ESG risk; regular briefings by risk/security leaders.
- Strong alignment: meaningful FNF ownership, additional FNF/F&G time-based equity; directors exceed 5× retainer ownership guideline.
- Attendance: at least 75% of meetings in 2024; board held executive sessions.
- Potential Risks/Conflicts
- Overlapping directorship at F&G (majority-owned subsidiary) amid multiple intercompany agreements could create perceived related-party risk; mitigated by independent Related Person Transaction Committee and board’s independence determination.
- Optics: none of the directors attended the 2024 annual shareholder meeting (attendance not required), which some investors view as engagement signal.
- Pay Structure Signals
- Director cash retainer increased to $120,000 (Oct 2024) with standard committee fees; 2024 included a special one-time FNF equity award (~$100,000) in recognition of performance, increasing equity mix (generally positive for alignment).
Other Directorships & Interlocks (Detail)
| Company | Role | Dates | Notes |
|---|---|---|---|
| F&G | Director | Since Dec 2022 | Overlap acknowledged; board deems independence unaffected; intercompany agreements disclosed. |
| Black Knight, Inc. | Director | Dec 2013–Sept 2023 | Board tenure ended upon acquisition by ICE. |
Director Compensation (Detail)
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash (FNF) | $144,611 |
| Stock Awards (FNF + F&G) | $680,067 |
| All Other Compensation (incl. F&G cash retainers and dividends on vested RS) | $183,327 |
| Total (FNF Director Comp Table) | $1,008,005 |
| Deferral | Deferred some or all FNF fees into plan (election made) |
FNF director equity awards (6,310 shares) vest pro-rata over 3 years; F&G director equity award (6,515 shares in Nov 2024) vests over 3 years.
Board Governance – Committee Assignments (Rood)
| Committee | Role | Independence | 2024 Activity |
|---|---|---|---|
| Audit | Member; Audit Committee Financial Expert | Independent | Oversight of financial reporting, auditor, IT/cyber, ESG risk; EY appointed for 2025 based on recommendation. |
| Corporate Governance & Nominating | Member | Independent | No meetings in 2024; actions by written consent; handles independence determinations and governance guidelines. |
Notes on Related-Party Oversight
- Intercompany agreements with F&G disclosed (Corporate Services Agreement; Reverse Corporate Services Agreement; Tax Sharing Agreement).
- Related Person Transaction Committee (independent: Dhanidina (Chair), Morgan) reviews transactions under RPT Policy; Rood is not on this committee.
Key Facts Summary (for portfolio use)
- Independent director since 2013; Audit Committee Financial Expert; age 70.
- 2024 director compensation: $1.008M (cash $145k; stock $680k incl. F&G; other $183k incl. F&G cash retainers).
- Beneficial ownership: 240,569 FNF shares; <1%; RS outstanding: 12,675 FNF; 13,022 F&G; exceeds 5× retainer guideline.
- Committees: Audit (member/financial expert); Corporate Governance & Nominating (member).
- Overlapping directorship: F&G; intercompany agreements monitored by independent RPT committee; board deems independence intact.