Michael J. Nolan

About Michael J. Nolan

Michael J. Nolan is Chief Executive Officer of Fidelity National Financial (FNF), a role he has held since February 2022, after serving as President since 2016 and holding multiple operating roles at FNF since joining in 1983; he also serves on the board of F&G since August 2020 . He is 65 years old . Under his leadership amid a difficult mortgage cycle, FNF reported 2024 total revenue of $13.9 billion (excl. non‑cash investment losses) and net earnings of $1,391 million, returned ~$2.4 billion in dividends and ~$1.3 billion in buybacks over 2020–2024, and delivered a five‑year TSR of $158.17 on a $100 initial investment; Title adjusted pre‑tax margin was 15.1% in 2024 on adjusted revenue of $7,708 million .

Past Roles

External Roles

Fixed Compensation

All Other Compensation (2024) – detail:

• ESPP matching contributions: $23,942; Executive medical: $83,949; 401(k) match: $10,350; Life insurance premiums: $1,143; F&G director retainer (paid in F&G stock): $101,680 .

Employment agreement baseline (on becoming CEO): three‑year term from Feb 1, 2022 with automatic annual extensions; base salary $900,000; target bonus 150% of salary; eligible for equity awards and executive benefits .

Performance Compensation

Annual Incentive Plan – Structure and 2024 Outcome

• Combined payout factor for 2024: 186.9% .
• CEO annual incentive earned: $3,550,496 (2024); $3,236,333 (2023); $2,103,362 (2022) .

Long‑Term Equity Incentives (grants made in 2024; values at grant)

Additional plan design notes:

• 2022 and 2023 FNF restricted stock grants vest over three years with performance condition: Title operating margin ≥7.5% in at least two of five quarters beginning Oct 1 of the grant year .
• No stock options were granted to executives during 2020–2024 .

Realized Equity in 2024

Equity Ownership & Alignment

Outstanding unvested/unearned awards as of Dec 31, 2024

Note: FNF market values at $56.14 (12/31/2024 close); F&G at $41.44 (12/31/2024 close) .

Employment Terms

• Agreement: Amended & Restated Employment Agreement effective Feb 1, 2022; 3‑year term with automatic annual extensions; base salary $900,000; target bonus 150% of salary; benefits consistent with top executives; eligible for equity awards .
• Severance (Without Cause or Good Reason): Lump‑sum 200% of (base salary + target bonus), prorated annual bonus, COBRA coverage with premium cash payments, life insurance conversion premium cash payments, and time‑based equity vesting per plan; no severance for termination for cause or voluntary resignation without good reason .
• Estimated Cash Severance (as of 12/31/2024): $9,377,255 for termination without cause or for good reason .
• Change‑in‑Control: No cash severance without a qualifying termination (i.e., no single‑trigger severance) . Under the omnibus plan, upon a change in control, outstanding options/SARs become exercisable, restrictions on restricted stock/RSUs lapse, and performance awards are deemed earned at target unless stated otherwise (single‑trigger equity vesting under plan unless award specifies) .
• 280G/4999: No excise tax gross‑ups; executive may elect to reduce payments to avoid excise tax; otherwise pays any tax due .
• Clawback: Company maintains a clawback policy for incentive‑based compensation .
• Definitions: “Cause” includes persistent failure to perform, willful neglect, dishonesty‑related criminal acts, material breach, or impeding/failing to cooperate with a board‑authorized investigation . “Good Reason” includes material diminution in title, compensation opportunity, or material breaches; plus specified adverse changes within six months before or two years after a change in control (e.g., status/authority, reporting, budget, location) .

Multi‑Year Pay and Mix

Pay‑versus‑Performance (PEO) and TSR snapshot

Title Segment performance context (dollars in millions)

Risk Indicators and Red Flags

• No option grants (2020–2024) and no option exercises in 2024, reducing repricing risk; equity is primarily in performance‑based restricted stock with operating margin hurdles .
• Hedging/pledging prohibited without board approval; only the non‑executive Chairman (Foley) has a disclosed waiver with pledged shares; no pledges disclosed for Nolan .
• No excise tax gross‑ups; 280G cutback election is available .
• Clawback policy in place for incentive compensation .

Employment Economics Under Separation Scenarios (as of 12/31/2024)

Additional benefits may include prorated annual bonus, COBRA coverage support, and equity treatment as outlined in the employment agreement and omnibus plan .

Investment Implications

• Strong pay‑for‑performance linkage: 75% weighting on Title pre‑tax margin and 25% on adjusted revenue produced a 186.9% annual bonus payout for 2024 as operating performance exceeded targets; equity grants have near‑term performance hurdles tied to operating margin and vest over three years, aligning with operating execution but with relatively short performance windows due to market volatility .
• Alignment and retention: Nolan’s meaningful share holdings, three‑year vesting cadence, post‑vest retention until ownership guidelines are met, and absence of option overhang reduce misalignment and short‑termism risk; limited pledging and a clawback policy further mitigate governance risk .
• Separation economics: Cash severance at 2× (salary + target bonus) and single‑trigger equity acceleration at change‑in‑control under the omnibus plan create moderate deal‑related dilution risk; severance is double‑trigger for cash but equity may accelerate on single‑trigger absent award‑level limits, which could influence M&A incentives .
• Execution track record: Title margins recovered to 15.1% in 2024 with improved adjusted revenue, and TSR outperformed peers in 2023–2024; continued sensitivity to interest‑rate‑driven housing activity remains a key variable for incentive realizations and potential insider selling pressure at vesting, though ownership‑guideline retention requirements partially offset .