Thomas M. Hagerty
Fidelity National FinancialAbout Thomas M. Hagerty
Thomas M. Hagerty (age 62) is an independent director of Fidelity National Financial, Inc. (FNF), serving since 2005 (19 years of board tenure), and currently chairs the Compensation Committee. He is a Managing Director at Thomas H. Lee Partners (THL), which he joined in 1988, and brings managerial, strategic, and corporate finance expertise from large growth-oriented companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thomas H. Lee Partners (THL) | Managing Director | Joined 1988 | Private equity leadership; strategic/financial expertise |
| FNF Board | Director (Class III) | Since 2005 | Chair, Compensation Committee; governance expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corpay, Inc. (formerly FleetCor Technologies) | Director | Since Nov 2014 | Payments industry exposure; finance expertise |
| Dayforce Inc. | Director | Since Sep 2013 | Human capital/payroll systems; Dayforce provides certain payroll services to FNF (interlock) |
| Dun & Bradstreet Holdings, Inc. | Director | Since Feb 2019 | Data/analytics; shared governance ecosystem with FNF affiliates |
| Prior public boards | Director | Various | Black Knight; FTAC; First Bancorp; MoneyGram International; FIS |
Board Governance
- Committee assignments: Chair, Compensation Committee; members: Daniel D. (Ron) Lane and Cary H. Thompson; the committee met five times in 2024 .
- Independence: The board determined Hagerty is independent for NYSE purposes and specifically for Compensation Committee service. Independence review considered his small, non‑voting minority interest in Black Knight Sports & Entertainment (BKSE), his DNB board service alongside Mr. Foley and Cannae, and Dayforce’s provision of payroll services to FNF; the board concluded these relationships do not impair independence .
- Attendance: The board met four times in 2024; all directors attended at least 75% of board and committee meetings. Non-management directors met periodically in executive session, led by the Lead Independent Director .
- Term/class: Class III director, term expiring 2026 .
Fixed Compensation
- Policy rates (as of October 2024): Annual board retainer increased from $100,000 to $120,000; audit chair/member $100,000/$35,000; compensation chair/member $25,000/$15,000; corporate governance chair/member $20,000/$10,000; related person transaction chair/member $50,000/$25,000; Lead Independent Director fee $25,000 .
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Cash fees (retainer + committee + meeting) | $114,825 | Cash portion of board and committee retainers and meeting fees |
| All other compensation | $21,860 | Dividends paid upon vesting of restricted stock that vested in 2024 |
Performance Compensation
- Annual equity grants: 6,310 restricted shares in 2024; grant date fair value $380,051 based on $60.23/share; vests proportionately over three years based on continued board service (time-based, no performance condition) .
| Equity Award Detail | 2024 | Vesting/Metrics |
|---|---|---|
| Restricted Stock (RS) | 6,310 shares; $380,051 grant date fair value | Time-based vesting over 3 years; no disclosed performance metrics for directors |
Other Directorships & Interlocks
| Relationship | Nature | Governance Consideration |
|---|---|---|
| Dayforce Inc. | Hagerty is a director; Dayforce provides payroll-related services to FNF | Evaluated in independence review; board concluded no impairment |
| Dun & Bradstreet (DNB) | Hagerty and Ammerman serve on DNB board; Mr. Foley is Executive Chairman; Foley and Cannae are significant investors | Considered by board; independence not impaired |
| BKSE (Vegas Golden Knights) | Hagerty, Ammerman, Rood own small non-voting interests; Mr. Foley is majority owner/CEO | Considered; independence not impaired |
Expertise & Qualifications
- Managerial/strategic expertise with growth companies; corporate finance proficiency from private equity leadership at THL .
- Board skills matrix: Finance/capital allocation, financial literacy, risk management, corporate governance among highlighted competencies; age 62; board tenure 19 years .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (FNF common) | 344,642 shares | Less than 1% of outstanding shares |
| Shares outstanding (reference) | 274,639,798 | As of April 14, 2025 |
| Restricted stock awards outstanding at 12/31/2024 | 12,675 shares | Unvested RS outstanding |
| Ownership guidelines | 5× annual cash retainer for board members | All non-employee directors met/exceeded guidelines as of 12/31/2024 |
| Hedging/pledging status | No hedges outstanding as of 12/31/2024; pledging prohibited without approval | Company-wide policy; directors subject to hedging/pledging restrictions |
Governance Assessment
- Board effectiveness: Hagerty chairs a fully independent Compensation Committee that met five times in 2024 and oversees CEO goals, Section 16 officer pay, director pay, and clawback policy administration—indicative of active governance and pay oversight .
- Alignment: Director equity grants are time-based RS that vest over three years; stock ownership guidelines require 5× annual retainer and were met by all non‑employee directors, supporting alignment with shareholder interests .
- Attendance/engagement: Board met four times; all directors ≥75% meeting attendance; regular executive sessions led by the Lead Independent Director, signaling independent oversight .
- Potential conflicts and interlocks (Watch items): Dayforce service provider tie; DNB cross-boards with Foley/Cannae; minority interest in BKSE with Foley as majority owner; all reviewed by the board and deemed non‑impairing to independence, but remain monitoring points given related-party proximity to the Chairman’s network .
- Compliance signal (RED FLAG lite): One late Section 16 report filing for Hagerty in 2024; not indicative of trading impropriety but a process lapse to watch .
- Shareholder sentiment: Say‑on‑pay support at 94.7% in 2024 suggests broad investor acceptance of FNF’s compensation framework, indirectly supportive of Compensation Committee stewardship .
RED FLAGS
- Section 16(a) late filing for Hagerty (one late report in 2024) .
- Multiple interlocks with entities led or influenced by Mr. Foley (BKSE; DNB) and a vendor relationship (Dayforce), though explicitly reviewed and deemed non‑impairing; still notable for perceived independence optics .
Positive Signals
- Strong ownership alignment via guidelines and RS grants; directors exceed ownership thresholds .
- Active, independent Compensation Committee chaired by Hagerty; clear chartered responsibilities and clawback policy .
- Robust shareholder support for pay program (94.7% Say‑on‑Pay) .