Sandra D. Morgan
Fidelity National FinancialAbout Sandra D. Morgan
Sandra D. Morgan has served on FNF’s board since 2020 and is currently President of the Las Vegas Raiders. She is the former Chairwoman of the Nevada Gaming Control Board and previously served on the Nevada Gaming Commission. Her background spans public sector legal leadership (City Attorney of North Las Vegas), corporate external affairs (AT&T), litigation (MGM Resorts), and regulatory governance; she also engaged in legal advisory work as Of Counsel at Covington & Burling. The board highlights her legal and regulatory expertise, leadership, and independence; she also serves on FNF’s Related Person Transaction Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City of North Las Vegas | City Attorney | May 2008–Aug 2016 | First African-American City Attorney in Nevada |
| MGM Mirage (MGM Resorts) | Litigation Attorney | 2005–May 2008 | Litigation experience in gaming industry |
| AT&T Services, Inc. | Director of External Affairs (Nevada) | Sep 2016–Jan 2019 | Managed government and community affairs |
| Nevada Gaming Commission | Commissioner | Appointed Apr 2018 | Regulatory oversight experience |
| Nevada Gaming Control Board | Chairwoman | Not disclosed | First African-American Chair; regulatory leadership |
| Covington & Burling LLP | Of Counsel | 2021 | Gaming, sports, technology; regulatory/privacy/cybersecurity; litigation & investigations |
| Nevada State Athletic Commission | Athletic Commissioner | Not disclosed | Sports regulation exposure |
| Jobs for Nevada’s Graduates | Board Member | Not disclosed | Community engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Allegiant Travel Company | Director | Since 2021 | Public company directorship |
| Caesars Entertainment | Director | Nov 2021–Jul 2022 | Former public company directorship |
| Raiders Foundation | Director | Since 2022 | Non-profit board |
| UNLV Foundation | Director | Since 2023 | Academic foundation board |
Board Governance
- Committee assignments: Member, Corporate Governance & Nominating Committee; Member, Related Person Transaction Committee. Independent under NYSE standards.
- Committee activity: Corporate Governance & Nominating Committee did not meet in 2024 (actions taken by written consent); Related Person Transaction Committee met four times in 2024.
- Attendance: The board met four times in 2024; all directors attended at least 75% of board and committee meetings they served on. Directors were invited but not required to attend the annual meeting; none attended in 2024.
- Risk oversight engagement: Directors (including Morgan) received continuing education, with Morgan attending courses on corporate governance, artificial intelligence, and DEI alongside cybersecurity/privacy education.
Fixed Compensation
| Year | Cash Fees (USD) | Equity (USD) | Other Compensation (USD) | Total (USD) |
|---|---|---|---|---|
| 2024 | 131,631 | 380,051 | 21,922 | 533,604 |
- Structure (effective October 2024): Annual non-executive director retainer increased from $100,000 to $120,000; committee annual fees—Audit: Chair $100,000/Members $35,000; Compensation: Chair $25,000/Members $15,000; Corporate Governance & Nominating: Chair $20,000/Members $10,000; Related Person Transaction: Chair $50,000/Members $25,000; Lead Independent Director fee $25,000.
- Deferrals: Morgan deferred some or all of her fees in 2024 under the director deferred compensation plan.
Performance Compensation
| Award Type | Grant Details | Shares/Units | Grant-Date Fair Value/Share | Vesting |
|---|---|---|---|---|
| FNF Restricted Stock | 2024 annual equity grant + special one-time long-term incentive | 6,310 | $60.23 | Pro-rata over three years (time-based; continued service) |
| FNF Restricted Stock Outstanding (as of 12/31/24) | Prior FNF director equity | 12,675 | N/A | Remaining vesting per awards |
- Director equity awards are time-based (continued service) and do not include performance-vesting conditions; the special one-time award recognized FNF’s superior financial performance in 2024.
Other Directorships & Interlocks
| Company/Entity | Relationship to FNF | Potential Interlock/Conflict | Disclosure |
|---|---|---|---|
| Allegiant Travel Company (public) | None disclosed | None disclosed | Current board service |
| Caesars Entertainment (public) | None disclosed | None disclosed | Former board service (Nov 2021–Jul 2022) |
| Raiders Foundation (non-profit) | None disclosed | None disclosed | Current board service |
| UNLV Foundation (academic) | None disclosed | None disclosed | Current board service |
The proxy enumerates certain director relationships (e.g., Dayforce services to FNF; DNB and F&G board overlaps) and concludes they do not impair independence; none involve Morgan.
Expertise & Qualifications
- Legal and regulatory expertise from Nevada Gaming Commission and Nevada Gaming Control Board leadership; municipal general counsel experience.
- Corporate external affairs/government relations (AT&T) and litigation (MGM Resorts).
- Ongoing director education in governance, AI, cybersecurity/privacy, and DEI.
- Board qualifications summarized by FNF as independence, legal/regulatory experience, and leadership in private/public sectors.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Sandra D. Morgan | 32,386 | <1% | Includes restricted shares per plan; specific breakdown not disclosed beyond total |
- Stock ownership guidelines for directors: 5× annual cash retainer; restricted stock counts and four years to reach guideline. As of 12/31/24, each non-employee director holds above required guidelines.
- Hedging/Pledging: FNF prohibits hedging and pledging without approval; no outstanding hedges by executives/directors as of 12/31/24.
- Deferrals: Morgan deferred some/all cash fees in 2024 (alignment via long-term holding of deferred comp).
Governance Assessment
- Independence and role: Morgan is an independent director serving on Corporate Governance & Nominating and the Related Person Transaction Committee; RPT Committee met four times in 2024—an important safeguard for related-party oversight.
- Engagement: She meets attendance expectations (≥75%), participates in director education including cybersecurity, governance, AI, and DEI, and deferred some compensation—signals of engagement and alignment.
- Pay and alignment: 2024 compensation is balanced between cash and equity ($131,631 cash; $380,051 equity; $21,922 other), with multi-year vesting and compliance with stringent stock ownership guidelines; no hedging activity disclosed.
- Related-party/conflicts: No Morgan-specific related-party transactions or interlocks disclosed; board determinations of independence for committee service are explicitly noted.
Red Flags
- Corporate Governance & Nominating Committee did not meet in 2024 (actions by written consent), which may suggest limited formal committee deliberation cadence; however, written consents are permissible and used.
- Board members did not attend the 2024 annual meeting (attendance not required), which may be noted by some investors but is within FNF’s disclosed practice.
Positive Signals
- RPT Committee membership (Morgan) and active meeting schedule in 2024 bolster conflict-of-interest oversight.
- Strong ownership alignment via guidelines and deferred compensation participation; time-based equity promotes long-term engagement.
- Continued education in critical risk domains (cybersecurity/privacy) and governance topics.