Michael J. Nolan

Chief Executive Officer (CEO) at Fidelity National Financial

Board

Since February 1, 2022

Age

64 years

Tenure

Started career at Fidelity National Financial in 1983 and advanced through roles including Co-Chief Operating Officer and President before becoming CEO in February 2022.

Also at Fidelity National Financial

AJP

Anthony J. Park

Executive Vice President and CFO

MLG

Michael L. Gravelle

Executive Vice President, General Counsel, and Corporate Secretary

PTS

Peter T. Sadowski

Executive Vice President and CLO

About

Michael J. Nolan has built a distinguished career spanning over four decades at Fidelity National Financial, progressively taking on increasing levels of responsibility and leadership. His journey through various executive roles has enabled him to develop a deep understanding of the company’s operations and strategic direction.

Throughout his career, he has played a crucial role in managing large-scale operations and has overseen diverse business units that include direct and agency operations, relocation services, and loan servicing. His ability to steer complex operational structures is a testament to his extensive industry experience and leadership acumen.

In addition to his executive roles, he has contributed to board-level governance through his membership on the board of F&G, which further highlights his commitment to corporate excellence and strategic oversight. His work at the company underscores a focused trajectory towards enabling growth and operational efficiency, demonstrating the impact of long-term leadership and vision in a competitive business landscape.

$FNF Performance Under Michael J. Nolan

Past Roles

Organization	Role	Date Range	Details
Fidelity National Financial	President of the Company	January 2016 – February 2022	Promoted to CEO
Fidelity National Financial	Co-Chief Operating Officer	September 2015 – January 2016	Transitional role before presidency
Fidelity National Title Group	President of Eastern Operations	Starting January 2013	Held until subsequent promotion
Fidelity National Financial	Executive Vice President and Division Manager	Starting May 2010	Role ended with advancement
Fidelity National Financial	Division Manager and Regional Manager	1983 – N/A	Managed operations for Midwest, East Coast, Canada, & various subsidiaries (1031 exchange, relocation, LoanCare, ServiceLink)

External Roles

Organization	Role	Date Range	Details
F&G (Fidelity & Guaranty Life)	Board of Directors	Since August 2020	Current external board position

Fixed Compensation

Data from FY 2023

Component Name	Amount	Payment Schedule	Additional Details
Base Salary	$1,000,000	Annual	Fixed base salary for 2023
ESPP Matching Contributions	$21,130	Annual	Employee Stock Purchase Plan match
Life Insurance Premiums	$594	Annual	Fixed life insurance premiums
Executive Medical Plan	$76,282	Annual	Executive medical benefits
401(k) Company Match	$9,900	Annual	Company matching contributions for 401(k)

Performance Compensation

Data from FY 2023

Performance-Based Cash Incentives

Metric	Value	Details
Base Salary	$1,000,000	Used as benchmark for incentive calculation
Target Incentive Opportunity	$1,900,000 (190% of base)	Target set at 190% of base salary
Threshold Payout	$950,000 (50% of target)	Payout at minimum performance level
Maximum Payout	$3,800,000 (200% of target)	Payout capped at 200% of target
Actual Payout	$3,236,333 (170.3% of target)	Based on a combined performance factor of 170.3%
Performance Metric	Adjusted Pre-Tax Title Margin	Requirement: Achieve 7.5% in at least two of five quarters/quarters conditions
Evaluation Period	2023 (Starting October 1, 2023)	Measurement period for performance criteria

Performance-Based Restricted Stock

Metric	Value	Details
Grant Date	November 15, 2023	Date when restricted stock was granted
Grant Date Fair Value	$5,300,003	Total fair value of the grant
Grant Date Stock Price	$44.44 per share	Price used to determine fair value
Shares Granted	119,262 shares	Number of performance-based restricted stock units granted
Vesting Schedule	Equal installments over 3 years	Vesting occurs as 33.33% on the 1st and 2nd anniversaries and 33.34% on the 3rd anniversary, conditional on achieving a 7.5% Adjusted Pre-Tax Title Margin in at least two of five quarters

Additional Performance Details

Evaluation Criteria: Both incentive components are tied to key financial metrics linked to FNF's title operations, in particular the Adjusted Pre-Tax Title Margin which measures operating efficiency and profitability.
Payout Structure: The cash incentive scheme provides a payout range from 50% (threshold) to 200% (maximum) of the target, with the actual payout reflecting a performance factor (170.3% in 2023).
Alignment with Long-Term Goals: The restricted stock awards vest over three years, ensuring alignment with long-term operational performance and shareholder interests.