Michael L. Gravelle
Executive Vice President, General Counsel and Corporate Secretary at 
Fidelity National Financial
Fidelity National FinancialExecutive
About Michael L. Gravelle
Michael L. Gravelle is Executive Vice President, General Counsel and Corporate Secretary of Fidelity National Financial (FNF), a role he has held since January 2010 (Corporate Secretary since April 2008). He joined FNF in 2003 after joining a subsidiary in 1993. He also serves as EVP, GC and Corporate Secretary of Cannae (since April 2017) and of F&G (since May 2024), and previously served as EVP and General Counsel of Black Knight (2014–2023) and as GC/Corporate Secretary for several SPACs/affiliates (FTAC, FTAC II, AUS, ASZ) . In 2024 FNF generated $13.7B total revenue and 15.1% adjusted pre-tax title margin; shareholder return was ~14%, and incentive payouts reflected over-achievement on adjusted title revenue and margin targets (company-level performance context) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fidelity National Financial | EVP, General Counsel and Corporate Secretary | 2010–present (Corp. Sec. since 2008) | Senior legal leadership through multiple cycles; supports comp/governance processes |
| FNF subsidiary | Legal roles | 1993–2003 | Early integration into FNF legal operations |
| Black Knight and predecessors | EVP and General Counsel; Corporate Secretary (through 2018) | 2014–2023 | Led legal function through public company lifecycle, separation and related transactions |
| AUS; ASZ (affiliates) | General Counsel and Corporate Secretary | 2021–2022 | Governance and legal oversight for affiliated entities |
| FTAC; FTAC II (SPACs) | General Counsel and Corporate Secretary | 2020–2021 | SPAC governance and transaction execution capabilities |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cannae Holdings | EVP, General Counsel and Corporate Secretary | 2017–present | Cross-platform legal leadership alongside sponsor ecosystem |
| F&G Annuities & Life | EVP, General Counsel and Corporate Secretary | 2024–present | Consolidates legal oversight across FNF’s strategic affiliate F&G |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 567,115 | 190,526 (incl. $82,163 escrow reimbursement; ESPP match, exec medical, life insurance, 401(k)) | Base increased Feb 2024; perqs modest; no aircraft use disclosed for Gravelle |
| 2023 | 545,000 | 95,650 | — |
| 2022 | 409,481 | 210,676 | — |
Performance Compensation
| Component | Metric(s) | Weight | Threshold | Target | Max | 2024 Result | Payout Factor |
|---|---|---|---|---|---|---|---|
| Annual Cash Incentive (Title Segment) | Adjusted Title Revenue | 25% | $6,151mm | $6,650mm | $7,149mm | $7,708mm | 200% |
| Annual Cash Incentive (Title Segment) | Adjusted Pre-tax Title Margin | 75% | 10.5% | 13.0% | 15.5% | 15.1% | 182% |
| Total Annual Incentive Payout Factor | — | — | — | — | — | — | 186.9% |
| Year | Target Bonus % of Salary | Target ($) | Actual Paid ($) |
|---|---|---|---|
| 2024 | 105% | 598,500 | 1,118,406 |
| 2023 | 105% | — | 974,733 |
| 2022 | 105% | — | 674,147 |
Long-term Incentives (Performance-based Restricted Stock)
- 2024 grants: 26,565 shares on 11/8/2024, grant-date fair value $1,600,010; performance condition: adjusted pre-tax title margin of 9.5% achieved in at least two of five quarters beginning 10/1/2024; then vests ratably over three years contingent on continued service .
- The Compensation Committee used adjusted pre-tax title margin for both annual and long-term programs given alignment with operating efficiency and shareholder value; 2024 LTI performance hurdle increased to 9.5% vs 7.5% in 2023 reflecting expectations and discipline .
Vesting/Realized in 2024
| Name | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Michael L. Gravelle | 34,124 | 2,025,502 |
Equity Ownership & Alignment
- Beneficial ownership (as of April 14, 2025): 286,486 FNF shares; less than 1% outstanding (274,639,798 shares) .
- Stock ownership guidelines: Officers must hold stock equal to 2x base salary; all NEOs and directors exceeded guidelines as of 12/31/2024; award agreements require 50% net shares retained until guideline met .
- Hedging/pledging: FNF prohibits hedging and pledging without approval; no outstanding hedges for executives or directors as of 12/31/2024. A specific legacy waiver exists for Chairman Foley, but no pledges are disclosed for Gravelle .
- Options: No recent option grants; none of the NEOs exercised options in 2024 .
Outstanding and Unvested Awards (12/31/2024)
| Grant Date | Type | Unvested Shares (#) | Market Value ($) | Unearned Perf. Shares (#) | Market/Payout Value ($) |
|---|---|---|---|---|---|
| 11/10/2022 | Performance-based RS | 11,797 | 662,284 | — | — |
| 11/15/2023 | Performance-based RS | 23,178 | 1,301,213 | — | — |
| 11/08/2024 | Performance-based RS | — | — | 26,565 | 1,491,359 |
Employment Terms
- Contract: Three-year amended and restated agreement effective Jan 1, 2010 with automatic annual extensions; amended Nov 1, 2019. Minimum base salary $326,375; annual incentive target at least 105% of base; maximum up to 210% of target subject to performance. Eligible for equity awards; supplemental disability coverage (60% of pre-disability salary); executive benefits .
- Good Reason (Gravelle): Includes material diminution in title, base salary or bonus opportunity, material breach; and also (unique to Gravelle) material adverse change in reporting line or responsibilities of reporting line and material geographic relocation. Some additional Good Reason conditions apply within 6 months pre-/2 years post-change in control for most NEOs; Gravelle’s table notes specific differences (X on certain CoC period additions) .
- Cause: Includes persistent failure to perform, willful neglect, dishonesty offenses, material breach, failure to cooperate with board investigations .
- Severance economics (without Cause or for Good Reason): Accrued obligations; prorated annual bonus based on actual results; lump sum equal to 100% of (base salary + target bonus) for Gravelle; 36 months of life insurance premiums cash equivalent; COBRA for up to three years (employee pays premiums, plus cash equal to premiums); equity awards vest except those with unsatisfied performance conditions (which vest per award terms) .
- 280G: Cut-back provision to avoid excise tax; no tax gross-ups; executive may elect reduction to just under parachute threshold; otherwise pays own excise tax if applicable .
- Clawback: Policy to recover incentive compensation paid during prior three years if a restatement occurs; no clawbacks in 2024 .
- Change in Control (Omnibus Plan): Upon a change in control, options/SARs become exercisable, restrictions on RS/RSU lapse, and performance awards are deemed earned at target unless otherwise specified .
Estimated Termination/CoC Benefits (assuming 12/31/2024 event)
| Scenario | Cash Severance ($) | Equity Vesting Value ($) |
|---|---|---|
| Company terminates without Cause | 1,900,952 | 2,067,272 |
| Executive resigns for Good Reason | 1,900,952 | 2,067,272 |
| Death/Disability | — | 3,570,320 |
| Change in Control (w/o termination) | — | 3,570,320 |
Say-on-Pay, Peer Group, and Governance Process
- Say-on-pay: 94.7% approval at 2024 annual meeting (for 2023 pay); committee kept the platform unchanged after investor outreach .
- Compensation peer group (2024): Insurance/financial comparators including Aflac, Marsh & McLennan, Hartford, Old Republic, Principal, CNA, Equitable, RGA, First American Financial, Unum, W.R. Berkley, Loews, Markel, Arch, Assurant, Cincinnati Financial, Lincoln National, and others; total direct comp targeted around the 50th–75th percentile; base salary slightly below 50th .
- Process and advisor: Strategic Compensation Group LLC (SCG) as independent consultant; Gravelle assists the committee with agenda coordination and information gathering but does not recommend his own pay .
Performance & Track Record (Company context linked to incentives)
| Year | Total Revenue ex. valuation gains/losses ($mm) | Adjusted Title Revenue ($mm) | Adjusted Pre-tax Title Margin (%) | TSR (approx.) |
|---|---|---|---|---|
| 2024 | 13,870 | 7,708 | 15.1% | ~14% |
- Pay-performance linkage: 2024 annual incentive paid at 186.9% of target driven by outperformance on adjusted title revenue and adjusted pre-tax title margin; LTI performance conditions for 2024 grants were met, causing time-based vesting to proceed over three years .
Insider Activity and Potential Selling Pressure
- Recent filings: Multiple Form 4s were filed in November 2025 for transactions by Michael L. Gravelle (SEC accession nos. ending -000159 and -000138; reported changes dated around Nov 10–12, 2025) . A media summary notes a surrender of 4,643 shares on Nov 12, 2025 (likely tax withholding associated with vesting) .
- Overhang from vesting: 2022 and 2023 awards continue to vest ratably through three years; 2024 awards (26,565 shares) vest over three years, creating periodic taxable events that may result in routine sell-to-cover transactions .
Compensation Structure Analysis
- Cash vs equity mix: Performance-based pay dominates; in 2024 Gravelle’s mix was ~16.3% salary, 32.2% annual cash incentive, 46.0% performance-based equity, 5.5% other—consistent with >78% performance-based pay across NEOs .
- Shift in instruments: 2024 equity grants remained 100% performance-based restricted stock; no stock options granted to NEOs, lowering risk and increasing certainty vs options .
- Metric rigor: 2024 LTI hurdle was raised to 9.5% adjusted pre-tax title margin from 7.5% in 2023; annual plan used 75% margin / 25% revenue, with results above target (payout 186.9%) .
- Clawback and 280G cutback reduce shareholder risk; no tax gross-ups .
Equity Ownership & Guideline Compliance
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Michael L. Gravelle | 286,486 | <1% of 274,639,798 shares |
- Ownership guideline: Officers 2x salary; all NEOs exceeded guidelines as of 12/31/2024; retention policy requires 50% net shares retained until in compliance .
- Pledging: No pledges disclosed for Gravelle; pledging restricted absent approval .
Employment Terms (Key Economic Triggers)
| Provision | Gravelle Terms |
|---|---|
| Term/Auto-renewal | 3-year A&R agreement effective 1/1/2010; auto-extends annually; amended 11/1/2019 |
| Target Bonus | ≥105% of base; max up to 210% of target, performance-based |
| Severance multiple | 100% of (base + target bonus) lump-sum upon without Cause/for Good Reason termination; plus prorated bonus and benefits continuance |
| CoC equity | Awards accelerate under omnibus plan (time-based lapses; performance deemed target unless otherwise specified) |
| Good Reason | Includes changes to role/comp; specifically includes reporting line and relocation changes for Gravelle |
| Clawback/280G | Three-year restatement clawback; 280G cutback, no gross-ups |
Investment Implications
- Alignment: High performance leverage (186.9% annual bonus payout tied to above-target revenue/margin) and 100% performance-based LTI with tougher 2024 hurdle drive alignment; Gravelle exceeds ownership guidelines and is subject to hedging/pledging limits and clawback, reducing governance risk .
- Retention risk: Severance economics are modest versus peers (1.0x base+target bonus), but automatic renewals, multi-year vesting, and periodic Form 4 activity likely tied to sell-to-cover reduce near-term voluntary exit incentive; unique Good Reason protections on reporting line/relocation add stability .
- Selling pressure: Unvested awards from 2022–2024 will continue to vest over three years, creating routine tax-withholding sales; recent Nov 2025 Form 4s suggest ongoing administrative transactions rather than discretionary selling, implying limited incremental overhang beyond scheduled vesting .
- Pay-for-performance: Use of adjusted pre-tax title margin and adjusted title revenue matches investor focus and company KPIs; raised LTI hurdle signals confidence and discipline. Say-on-pay support (94.7%) and independent consultant oversight indicate low governance friction—positive for sentiment and comp stability .