Peter O. Shea, Jr.
Fidelity National FinancialAbout Peter O. Shea, Jr.
Peter O. Shea, Jr. is an independent director of Fidelity National Financial (FNF), serving since April 2006 (Class III; current term expiring in 2026). He is President and Chief Executive Officer (and former COO) of J.F. Shea Co., Inc., a privately held firm in homebuilding, commercial property development/management, and heavy civil construction, bringing deep real estate and multi-business operating experience to FNF’s board. He is designated by FNF’s board as an “audit committee financial expert.” The 2025 proxy lists his age as 58.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.F. Shea Co., Inc. | President & CEO; previously COO | Not disclosed; current | Leads multi-segment operations in real estate and construction, experience cited as key board qualification |
| Fidelity National Financial | Director (Independent), Class III | Since Apr 2006; term expiring 2026 | Audit Committee (member; audit committee financial expert); Corporate Governance & Nominating Committee (Chair) |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Mr. Shea in FNF’s 2025 proxy biography. |
Board Governance
- Committees: Chair, Corporate Governance & Nominating; Member, Audit (financial expert designation)
- Independence: Board deems Mr. Shea independent under NYSE standards (non-employee; independence determination list includes him)
- Attendance: Board met 4 times in 2024; “all directors” attended at least 75% of board and committee meetings; non-management directors held periodic executive sessions
- Committee activity levels (2024): Audit met 5 times; Corporate Governance & Nominating did not meet but acted by written consent
- Classification/tenure: Class III director; term expiring 2026
Fixed Compensation
| Component (FY2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $141,103 |
| All Other Compensation ($) | $21,860 |
| Total ($) | $543,014 |
Notes:
- Mr. Shea elected to defer some or all of his board/committee fees under the director deferred compensation plan in 2024.
- Based on the above, cash represented ~26% and equity (below) ~70% of total for 2024, signaling equity-heavy alignment (calculated from ).
Performance Compensation
| Equity Award Detail (FY2024) | Terms / Values |
|---|---|
| Stock Awards (Grant Date Fair Value) | $380,051 (restricted stock) |
| Shares Granted (FNF) | 6,310 restricted shares in 2024 |
| Grant-Date Fair Value per Share | $60.23 |
| Vesting | Time-based; vests over 3 years from grant date (non-employee directors) |
| Restricted Stock Outstanding (as of 12/31/2024) | 12,675 shares |
| Performance Metrics | Not applicable for non-employee director restricted stock; time-based vesting only (no performance conditions disclosed) |
Other Directorships & Interlocks
| Relationship Type | Detail |
|---|---|
| Other public boards | None disclosed for Mr. Shea in the 2025 proxy biography. |
| Noted interlocks/relationships considered for independence | Proxy lists various external relationships for other directors (e.g., Cannae, DNB, BKFC, Bank of America), none of which identify Mr. Shea. |
Expertise & Qualifications
- Operating leadership: President & CEO (former COO) of J.F. Shea Co., Inc.; real estate and multi-business operating expertise cited as key qualification
- Financial oversight: Audit Committee member with “audit committee financial expert” designation
- Governance: Chair of Corporate Governance & Nominating Committee
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 4/14/2025) | 274,422 FNF shares (less than 1% of outstanding) |
| Ownership % of Outstanding | ~0.10% (274,422 / 274,639,798 shares outstanding; calculated from and ) |
| Components/Indirect Holdings | Includes: 15,101 (Peter O. Shea, Jr. Family Trust); 3,773 (Sarah H. Shea Trust); 3,773 (Selva Family Trust); 18,874 (Siam II Partners); 3,773 (Toyopa Partners, LP) |
| Unvested Equity | 12,675 restricted shares outstanding as of 12/31/2024 |
| Pledging/Hedging | Mr. Shea’s footnote does not indicate any pledging; proxy specifically notes pledging exceptions for another director (Mr. Foley). |
| Stock Ownership Guidelines (Directors) | 5× annual cash retainer; shares of restricted stock count; must retain 50% of net shares until in compliance; “each” non-employee director exceeded guidelines as of 12/31/2024 |
Governance Assessment
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Strengths:
- Independent director with nearly two decades of service; Chair of Governance & Nominating and designated audit committee financial expert, enhancing board oversight in governance and financial reporting.
- Attendance threshold met (≥75% in 2024); board holds executive sessions of non-management directors.
- Material personal ownership (~0.10%) and equity-heavy compensation mix (time-based RSAs) support alignment with shareholders; exceeds ownership guidelines.
-
Potential concerns / RED FLAGS (monitor):
- Corporate Governance & Nominating Committee did not convene formal meetings in 2024 (actions by written consent), which may constrain visible engagement cadence.
- None of the board attended the 2024 annual shareholder meeting; while not required, some investors view attendance as an engagement signal.
- No related-party transactions disclosed involving Mr. Shea; principal RPTs cited relate to other insiders/entities (e.g., BilCar/MVB/F&G/BIS), but continued independent oversight remains key.
-
Conflicts:
- Mr. Shea’s leadership at privately held J.F. Shea Co., Inc. is disclosed; the 2025 proxy does not identify related-party transactions involving him.
-
Overall implication:
- Mr. Shea combines sectoral (real estate) and financial oversight credentials with meaningful ownership and leadership of key governance functions. Primary watch items are committee meeting cadence (formal meetings vs written consents) and overall board/shareholder meeting engagement optics.
Appendix: Committee Activity Snapshot (2024)
| Committee | Members | Meetings (2024) | Notes |
|---|---|---|---|
| Audit | Douglas K. Ammerman (Chair), John D. Rood, Peter O. Shea, Jr. | 5 | All members independent; all designated audit committee financial experts |
| Corporate Governance & Nominating | Peter O. Shea, Jr. (Chair), Sandra D. Morgan, John D. Rood | 0 (actions by written consent) | All members independent |
| Compensation | Thomas M. Hagerty (Chair), Daniel D. Lane, Cary H. Thompson | 5 | All members independent |
| Related Person Transaction | Halim Dhanidina (Chair), Sandra D. Morgan | 4 | Oversees RPT Policy |
FNF Board meetings in 2024: 4; all directors ≥75% attendance.