Raymond R. Quirk

About Raymond R. Quirk

Raymond R. Quirk, age 78, is Executive Vice-Chairman of Fidelity National Financial (FNF) and a director since 2017; he served as FNF’s CEO from December 2013 to January 2022, President from 2007 to 2013, and Co‑Chief Operating Officer in 2006–2007, having joined FNF in 1985 and held multiple senior operating roles across the title business . FNF’s 2024 operating context included consolidated revenue of $13.7B and net earnings of $1,270M, shareholder return of ~14%, and Title segment adjusted pre-tax margin of 15.1%—all performance metrics directly tied to executive incentives design . The company emphasizes pay-for-performance with metrics (Adjusted Title Revenue and Adjusted Pre-Tax Title Margin) aligned to shareholder drivers and cumulative TSR discussed in the proxy’s pay-versus-performance analysis .

Past Roles

External Roles

Fixed Compensation

Notes: Quirk’s amended and restated employment agreement (effective Feb 1, 2022) sets a minimum annual base salary of $750,000 and an annual cash incentive target of 150% of base, with automatic annual extensions unless notice is given; equity eligibility under FNF plans is maintained .

Performance Compensation

Vesting mechanics and performance conditions:

• FNF RS grants vest in equal annual installments over 3 years, contingent upon achieving Title Operating Margin thresholds (≥7.5% in at least 2 of 5 quarters for 2022/2023 cycles; ≥9.5% for 2024 cycle) beginning each October 1 performance window .
• F&G restricted stock (for F&G board service) vests in equal thirds over 3 years, with 2022/2023 grants subject to a one-year Adjusted Net Earnings goal; 2024 F&G awards time-based .

Equity Ownership & Alignment

Ownership guidelines and pledging:

• FNF stock ownership guidelines: CEO 5× salary; other officers 2× salary; directors 5× cash retainer; all NEOs and directors exceeded guidelines as of Dec 31, 2024; 50% post-vest retention until in compliance .
• Hedging/pledging policy prohibits hedging and pledging without board approval; none of the executives/directors had outstanding hedges in 2024; Foley holds pledged shares under a previously granted waiver; no pledges disclosed for Quirk .

Insider selling pressure mitigants:

• Trading windows, blackout periods, and 10b5‑1 plan requirements (cooling‑off periods, plan duration, single-trade limits) govern Section 16 insiders and reduce opportunistic timing of sales .

Employment Terms

Board Service and Governance

• Board service history: Executive Vice-Chairman since Feb 2022; director since Feb 2017 .
• Committee roles: Quirk is an executive director; committee memberships in the proxy list do not assign him to Audit, Compensation, or Governance committees (other directors are listed with committee roles), consistent with his management status .
• Independence and dual-role implications: As an executive officer serving on the board, Quirk is not independent; FNF mitigates governance risks via a Lead Director presiding over executive sessions, majority voting, and robust committee independence; board met 4 times in 2024 with ≥75% attendance .
• Overlapping directorships: Multiple FNF directors/executives also serve on F&G’s board, with corporate services and reverse services agreements governing intercompany relationships post F&G distribution .

Director compensation and say‑on‑pay:

• Quirk receives F&G director retainers (paid in F&G stock) reflected in All Other Compensation (e.g., $101,680 for 2024) .
• 2024 say‑on‑pay (for 2023 NEO compensation) received ~94.7% support; committee retained current program .

Performance & Track Record

Title segment operational performance:

Consolidated performance (context for pay metrics):

Values retrieved from S&P Global. Items marked with an asterisk have no document citation.

Compensation Structure Analysis

• Strong performance linkage: 75% weighting to Adjusted Title Margin and 25% to Adjusted Title Revenue in annual cash incentives; long-term equity requires margin achievements over multi‑quarter windows, aligning with margins and TSR considerations .
• Equity shift: Emphasis on performance-based restricted stock; company does not currently grant stock options; dividends on unvested shares accrue but only pay upon vesting; post-vest retention until guideline compliance .
• Risk controls: No tax gross-ups; clawback policy; hedging/pledging restrictions; independent compensation consultant (SCG) to the committee; capped payouts; objective performance goals .

Equity Ownership & Alignment Details (Vesting Pipeline)

• FNF performance RS grants expected to vest in three equal annual tranches contingent on performance and continued service: 2022 grant (39,596 shares), 2023 grant (60,007 shares), 2024 grant (66,413 shares) . This creates scheduled vesting through 2025–2027, potentially increasing realizable value, subject to blackout/trading policies .

Employment Contracts & Change-of-Control Economics

• Double-trigger severance and benefits (200% cash multiple; COBRA/life premium payments) with equity vesting per award terms; equity accelerates on CoC under the omnibus plan; no single-trigger cash severance; no excise tax gross-ups .
• Governance overlay: Classified board and recent shareholder proposal to declassify signal governance scrutiny; board made no recommendation to Proposal No. 3, acknowledging shareholder views and prior Nevada redomestication debate .

Investment Implications

• Alignment: Quirk’s pay is heavily performance‑based with explicit margin and revenue targets; multi‑quarter margin tests on equity awards tie directly to key Title economics, supporting alignment and disciplined cost control in rate-sensitive markets .
• Retention and selling pressure: Auto‑renewing employment term and sizable unvested equity across 2022–2024 vintages indicate retention incentives; insider trading controls and ownership guidelines mitigate near-term selling pressure risk .
• Governance: Dual role as executive and director reduces independence, but oversight mechanisms (Lead Director, independent committees, clawback, no gross-ups) partially offset. Overlapping F&G directorships warrant monitoring for related-party dynamics, though formal service agreements are in place .
• Pay-for-performance credibility: Strong say‑on‑pay support (~94.7%) and clear metric disclosure bolster confidence; however, equity acceleration upon CoC (target vesting) is a standard but notable risk in event-driven scenarios .