Peter T. Sadowski
Fidelity National FinancialAbout Peter T. Sadowski
Executive Vice President and Chief Legal Officer of FNF since 2008; previously Executive Vice President and General Counsel from 1999 to 2008. Age 70. Also serves as Executive Vice President and Chief Legal Officer of Cannae (since April 2017) and is a trustee of the Folded Flag Foundation, the Vegas Golden Knights Foundation, and the Vegas Silver Knights Foundation . Company performance context: FNF reported 2024 adjusted title pre-tax margin of 15.1% and adjusted revenue of $7,708 million; total shareholder return in 2024 was 14%, with total revenue of $13.9 billion and net earnings from continuing operations of $1.4 billion .
Past Roles
| Organization | Role | Years |
|---|---|---|
| Fidelity National Financial (FNF) | Executive Vice President & Chief Legal Officer | 2008–present |
| Fidelity National Financial (FNF) | Executive Vice President & General Counsel | 1999–2008 |
External Roles
| Organization | Role | Years |
|---|---|---|
| Cannae | Executive Vice President & Chief Legal Officer | Since Apr 2017 |
| Folded Flag Foundation | Trustee | Current |
| Vegas Golden Knights Foundation | Trustee | Current |
| Vegas Silver Knights Foundation | Trustee | Current |
Fixed Compensation
Summary Compensation (Three-Year)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $595,192 | $600,000 | $626,538 |
| Stock Awards ($) | $1,445,000 | $1,545,001 | $1,600,010 |
| Non-Equity Incentive Plan Compensation ($) | $981,569 | $1,073,100 | $1,236,133 |
| All Other Compensation ($) | $200,788 | $108,068 | $115,965 |
| Total ($) | $3,222,549 | $3,326,169 | $3,578,646 |
2024 Perquisites and Other Compensation Detail
| Perquisite | Amount ($) |
|---|---|
| ESPP Matching Contributions | $45,000 |
| Life Insurance Premiums | $1,854 |
| Executive Medical | $58,761 |
| Company Match – 401(k) | $10,350 |
Performance Compensation
Annual Incentive Plan Structure and 2024 Outcomes
| Metric | Weight | Threshold | Target | Maximum | Actual 2024 | Payout Factor |
|---|---|---|---|---|---|---|
| Adjusted Revenue (Title Segment) | 25% | $6,151 mm | $6,650 mm | $7,149 mm | $7,708 mm | 200% |
| Adjusted Pre-tax Margin (Title Segment) | 75% | 10.5% | 13.0% | 15.5% | 15.1% | 182% |
| Combined Payout Factor | — | — | — | — | — | 186.9% |
2024 Individual Annual Incentive Terms (Sadowski)
| Base Salary | Target Bonus % | Target Bonus ($) | Total Incentive Earned ($) |
|---|---|---|---|
| $630,000 | 105% | $661,500 | $1,236,113 |
Long-Term Equity Incentives and Vesting Conditions
| Grant Date | Award Type | Shares | Vesting Condition | Grant Date Fair Value ($) |
|---|---|---|---|---|
| 11/10/2022 | Performance-based restricted stock | 11,797 unvested as of 12/31/2024 | Vests in 3 annual installments if title operating margin ≥ 7.5% in ≥ 2 of 5 quarters beginning 10/1/2022 | — |
| 11/15/2023 | Performance-based restricted stock | 23,178 unvested as of 12/31/2024 | Vests in 3 annual installments if title operating margin ≥ 7.5% in ≥ 2 of 5 quarters beginning 10/1/2023 | — |
| 11/8/2024 | Performance-based restricted stock | 26,565 target shares | Vests in 3 annual installments if title operating margin ≥ 9.5% in ≥ 2 of 5 quarters beginning 10/1/2024 | $1,600,010 |
Notes:
- Value realized on vesting in 2024: 34,124 shares; $2,025,502 .
- No options exercised in 2024; none held unvested options as of 12/31/2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Shares) | 250,521 |
| Ownership % of Shares Outstanding | <1% |
| Direct/Indirect Holdings | Includes 74,898 shares in Sadowski Living Trust and 473 shares in an IRA |
| Unvested FNF RS (time-based/performance) | 11,797 (2022 grant) ; 23,178 (2023 grant) |
| Unearned Performance RS (2024 cycle) | 26,565 |
| Pledging/Hedging | Hedging and pledging prohibited without approval; no outstanding hedges; no pledges disclosed for Sadowski |
| Ownership Guidelines | Other officers: 2× base salary; must retain 50% of vested shares until guideline met; compliance exceeded as of 12/31/2024 |
Employment Terms
Employment Agreement Highlights
| Term | Detail |
|---|---|
| Agreement | Amended and restated employment agreement effective July 23, 2008; auto-renews annually unless notice |
| Minimum Base Salary | $460,000 |
| Target Annual Cash Incentive | 105% of base salary |
| Benefits | Supplemental disability insurance (≥ 2/3 pre-disability base salary) and medical coverage consistent with top executives |
Severance Cash Payments (as of hypothetical termination on 12/31/2024)
| Scenario | Cash Severance ($) |
|---|---|
| Termination by Company Without Cause | $3,439,584 |
| Termination by Executive for Good Reason | $3,439,584 |
Severance mechanics: Lump-sum payment equals 200% of the sum of annual base salary plus target bonus (or higher of target or highest bonus in prior 3 years for certain executives including Sadowski); prorated annual bonus; COBRA coverage for up to 3 years with cash payment equal to premiums; life insurance conversion with 36 months premiums payment . No excise tax gross-ups; executives may elect cutback to avoid 280G excise tax; otherwise responsible for tax .
Equity Acceleration on Termination or Change in Control (as of 12/31/2024)
| Scenario | Accelerated Equity Value ($) |
|---|---|
| Termination Without Cause or by Executive for Good Reason | $2,067,272 |
| Death | $3,570,320 |
| Disability | $3,570,320 |
| Change in Control | $3,570,320 |
Plan-level CIC treatment: Options and SARs become exercisable; restrictions on RS/RSUs lapse; performance awards deemed earned at target (or maximum if no target specified). Employment agreements do not provide cash payments upon CIC without termination; equity accelerates per plan terms .
Definitions
- Cause: Includes persistent failure to perform, willful neglect, certain criminal activity, material breach, and impeding investigations, among others .
- Good Reason: Includes material diminution in title/salary/bonus opportunity, material breach, and specified adverse changes within 6 months before or up to 2 years after a change of control .
Governance and Shareholder Feedback
- Clawback policy: Recovers incentive-based compensation paid in prior 3 years if a restatement is required; no clawbacks in 2024 .
- Hedging and pledging policy: Prohibits hedging, short-term/speculative trading, and pledging/margin accounts without approval; no outstanding hedges at year-end 2024 .
- Say-on-Pay: 94.7% approval at the 2024 annual meeting; committee maintained current compensation framework .
- Compensation Committee: Thomas M. Hagerty (Chair), Daniel D. (Ron) Lane, Cary H. Thompson; independent; no interlocks in 2024 .
Investment Implications
- Strong pay-for-performance alignment: 2024 annual incentive tied 25% to adjusted title revenue and 75% to adjusted title pre-tax margin; outperformance produced a 186.9% payout factor and $1.236 million annual incentive for Sadowski . Performance-based RS grants vest only if title operating margin thresholds are met, reinforcing margin discipline .
- Retention risk and severance economics: Cash severance equals 2× salary+bonus on a without-cause or good reason termination, plus health and insurance benefits and equity acceleration per plan—attractive protection that reduces voluntary exit risk, but creates potential cost in a management transition .
- Alignment and selling pressure: Beneficial ownership of 250,521 shares with no pledges disclosed; 34,124 shares vested in 2024 with $2.0 million value, indicating recurring vest events that can create modest selling pressure unless retained under ownership policy (50% hold requirement until guideline met) .
- Governance quality: Robust clawback, strict hedging/pledging policies, and high say-on-pay support (94.7%) mitigate compensation-related governance risk .
- Company execution context: 2024 adjusted title pre-tax margin of 15.1%, adjusted revenue of $7.708 billion, and 14% annual shareholder return support the use of operating margin and revenue as value-driving performance metrics in Sadowski’s incentive design .