William P. Foley, II
Fidelity National FinancialAbout William P. Foley, II
Founder of Fidelity National Financial (FNF) and Chairman of the Board since 1984; previously Chief Executive Officer until May 2007 and President until December 1994 . Education includes B.S. in engineering (United States Military Academy at West Point), MBA (Seattle University), and JD (University of Washington) . Not independent under NYSE rules due to concurrent roles at FNF and as Executive Chairman of F&G, and employment ties to both FNF and F&G . The board met four times in 2024; all directors attended at least 75% of board and committee meetings, but none attended the annual meeting of shareholders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FNF | Chief Executive Officer | Until May 2007 | Led growth; architect of M&A strategy |
| FNF | President | Until Dec 1994 | Early leadership of title operations |
| Black Knight, Inc. | Chairman of the Board | Jan 2014 – Jun 2021 | Separation from LPS; strategic value creation |
| FIS | Vice Chairman | Formerly | Industry leadership; payments/data exposure |
| FGL Holdings | Co-Chairman | Formerly | Insurance exposure; strategic perspective |
| Paysafe/FTAC II | Non‑Executive Chairman | Mar 2020 – Mar 2022 | SPAC sponsor role; fintech oversight |
| System1 | Director | Jan 2022 – Mar 2023 | Digital marketing platform governance |
| AUS, ASZ, Trebia SPACs | Director | Resigned Apr 2021 | SPAC experience; network breadth |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cannae Holdings, Inc. | Chairman, CEO & CIO | CEO/CIO since Feb 2024; Chairman since Jul 2017 | Portfolio oversight; interlocks with FNF directors |
| Dun & Bradstreet Holdings, Inc. | Executive Chairman (prior Non‑Exec Chair) | Exec Chair since Feb 2022; Non‑Exec Chair since Feb 2019 | Significant investor via Foley/Cannae; interlocks with Ammerman/Hagerty |
| F&G | Executive Chairman | Since Nov 2022 | Majority-owned by FNF; strategic diversification |
| Alight Inc. | Director (prior Non‑Exec Chair) | Prior Non‑Exec Chair Apr 2021 – Feb 2025; Director currently | Human capital/benefits tech oversight |
| Foley Wines Ltd. (NZ) | Non‑Executive Director | Since Jan 2025 | Consumer/brand experience |
Board Governance
- Independence: Not independent; board determined Mr. Foley is not independent owing to his Executive Chairman role at F&G and employment ties to FNF/F&G .
- Role: Non‑executive Chairman of FNF; continues to drive strategic direction, while CEO and Chairman roles are separated .
- Attendance & Engagement: Board met 4 times in 2024; all directors ≥75% attendance; none attended 2024 annual meeting (attendance not required) .
- Lead Independent Director: Douglas K. Ammerman serves as Lead Independent Director; responsibilities include presiding in Chair’s absence, agenda review, liaison with independent directors and shareholders .
- Committees:
- Audit: Ammerman (Chair), Rood, Shea; met 5 times in 2024, financial literacy and “audit committee financial expert” status affirmed .
- Compensation: Hagerty (Chair), Lane, Thompson; met 5 times in 2024; approves executive and director compensation .
- Corporate Governance & Nominating: Shea (Chair), Morgan, Rood; took action by written consent; independent members .
- Related Person Transaction (RPT): Dhanidina (Chair), Morgan; met 4 times in 2024; reviews related person transactions .
- Majority voting in uncontested elections with resignation policy for incumbents failing to receive majority support .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (Chairman) | $530,000 | Recognizes strategic role; separate from director fees |
| Base Salary (non‑executive employee) | $36,000 (annual; began Sept 2023) | Eligible for health and welfare benefits |
| Fees Earned or Paid in Cash (2024) | $129,892 | Cash portion of board/committee fees |
| All Other Compensation (2024) | $442,166 | Includes base salary $39,944; executive medical plan $58,761; dividends on vested RS $42,477; personal aircraft use $300,934 |
Note: The proxy discloses both a $530,000 annual chairman retainer and $129,892 reported as “Fees Earned or Paid in Cash” for 2024; the retainer reflects his chairman arrangement, while the table reports cash fees paid in the year .
Performance Compensation
| Award | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Performance Conditions |
|---|---|---|---|---|---|
| FNF Special Restricted Stock Award | Nov 8, 2024 | 830,152 FNF shares | $50,000,055 | 25% vested at grant; 25% on each anniversary (2025–2027) | Time‑based; no explicit performance condition disclosed |
| F&G Restricted Stock (LTI) | Nov 8, 2024 | 141,151 F&G shares | $6,500,004 | Vests 1/3 annually beginning Nov 8, 2025 | Subject to achievement of performance criteria in award agreement |
Performance metric context (company-wide for NEOs):
- Adjusted Pre‑tax Title Margin is the most important measure linking compensation actually paid to performance; used for annual incentive goals and performance‑based restricted stock awards for NEOs (not specifically tied to Mr. Foley’s FNF award) .
Director Compensation (2024)
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $129,892 |
| Stock Awards | $56,500,059 (FNF $50,000,055; F&G $6,500,004) |
| All Other Compensation | $442,166 |
| Total | $57,072,117 |
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Cannae board interlock | Ammerman serves on Cannae’s board; Foley is Cannae Chairman/CEO/CIO; board determined this does not impair independence of Ammerman |
| Dun & Bradstreet board interlock | Ammerman and Hagerty serve on D&B’s board; Foley is Executive Chairman and significant investor via Foley/Cannae; board determined no impairment |
| F&G board interlock | Ammerman and Rood serve on F&G’s board; Foley is Executive Chairman; board determined no impairment |
| Bank of America relationship | Thompson is Executive Vice Chairman of Investment Banking at BofA Merrill Lynch; FNF had payments to/from affiliates; compensation decisions considered and Thompson abstained in Foley’s award approval due to his role |
Expertise & Qualifications
- Strategic M&A and portfolio management expertise (e.g., F&G acquisition; Cannae split‑off; LPS/Black Knight separation and sale to ICE) .
- Long‑term industry leadership in title insurance; significant shareholder value creation (e.g., FNF market cap growth $5.2B and >$1.0B dividends over last two years; F&G market cap growth $2.6B and $227M dividends over four years) .
- Technical and legal training: B.S. (engineering), MBA, JD; military leadership (USAFA captain) .
Equity Ownership
| Holder | Shares | % of Class | Notes |
|---|---|---|---|
| William P. Foley, II | 10,023,025 | 3.6% | Includes 2,245,122 shares held by Folco Development Corp.; 708,106 by Foley Family Charitable Foundation; 1,265,826 by Bilcar LLC |
| Pledged shares | 4,000,000 | — | 2,300,000 directly owned + 1,700,000 Folco pledged as security per waiver to hedging/pledging policy ; hedging generally prohibited; none outstanding as of Dec 31, 2024 |
| Ownership guidelines | Chairman: 10× annual cash retainer | — | All directors/officers exceeded guidelines as of Dec 31, 2024 |
Governance Assessment
- Independence and role concentration: Not independent due to Executive Chairman role at F&G and employment ties; also CEO/CIO of Cannae and Executive Chairman of D&B, indicating significant external commitments. Board asserts he has sufficient time given nature of roles, but this concentration heightens potential conflicts and time‑allocation risk .
- Special Award scale and structure: Three‑year $50M FNF restricted stock award (830,152 shares) with time‑based vesting and committee waiver of minimum vesting period; no additional FNF equity in 2025–2026 due to award size. Designed to place compensation between 50th and 75th percentile for executive chairs/CEOs; estimated dilution ~0.60% annual run rate, below peer and ISS benchmarks .
- RED FLAG: Time‑based vesting without explicit performance condition for FNF award may weaken pay‑for‑performance alignment for a director; waiver of standard vesting minimum signals discretionary latitude .
- Termination protections: Director services agreement provides immediate vesting/payment of all FNF equity awards upon certain termination scenarios (including not being renominated or re‑elected), which is a single‑trigger‑like acceleration risk from an investor alignment standpoint .
- Pledging: 4,000,000 shares pledged under an approved waiver; pledging can create forced‑sale risk in market stress and is a governance concern despite policy oversight .
- RED FLAG: Significant pledged shares.
- Perquisites: $300,934 personal use of corporate aircraft in 2024, plus executive medical plan participation; increases perceived entrenchment and cost optics .
- Engagement: ≥75% meeting attendance met; however, no directors attended the 2024 annual meeting (not required), which could be considered suboptimal engagement optics .
- Controls and oversight: Majority voting with resignation policy; strong committee structure including independent RPT committee; robust ownership guidelines and hedging/pledging policy (with approved exceptions); clawback policy for executive officers; cybersecurity oversight by audit committee .
Compensation Structure Analysis
| Dimension | Observation |
|---|---|
| Cash vs equity mix | 2024 total director compensation heavily equity‑weighted due to $50M FNF Special Award and $6.5M F&G award; cash fees comparatively small ($129,892) . |
| Guaranteed vs at‑risk pay | FNF award time‑based; F&G award subject to performance; combination reduces overall performance‑contingency at FNF level . |
| Vesting provisions | FNF award: 25% immediate vesting at grant; remaining annually, with committee waiver of minimum vesting requirement; F&G award vests over three years contingent on performance . |
| Peer benchmarking | Committee targeted 50th–75th percentile for executive chairs/CEOs; market study supported $50M three‑year grant . |
| Dilution | Annual run rate ~0.60% including Special Award vs peer ~0.67% and ISS benchmark ~0.86% . |
Related Party Transactions & Interlocks
- RPT Committee reviewed and approved the Special Award to Mr. Foley; compensation committee approval with Thompson abstaining due to Bank of America role and negotiations with Mr. Foley .
- Interlocks with Cannae, D&B, and F&G were assessed by the board as not impairing independence of other directors involved in those entities .
Director Compensation Policy Details
| Element | 2024 Policy |
|---|---|
| Standard Director Retainer (non‑Foley) | Increased to $120,000 annually, payable quarterly |
| Committee fees | Audit: Chair $100,000; member $35,000. Compensation: Chair $25,000; member $15,000. Governance: Chair $20,000; member $10,000. Related Person: Chair $50,000; member $25,000 |
| Equity grants (non‑Foley) | 6,310 FNF restricted shares per director (approx. $280k annual + $100k special performance recognition), vest over 3 years |
| Lead Director fee | $25,000 annually |
Governance Quality Signals
- Positive: Majority voting; independent lead director; independent RPT committee; robust stock ownership guidelines (Chairman 10× retainer); clawback policy; cybersecurity oversight .
- Concerns/RED FLAGS:
- Not independent; multiple external leadership roles (F&G Executive Chairman; Cannae CEO/CIO; D&B Executive Chairman) .
- Large discretionary, time‑based FNF equity award with vesting waiver; single‑trigger‑style acceleration on termination under director services agreement .
- Significant share pledging under policy waiver .
- High perquisite usage (aircraft) .
- No attendance at annual meeting (optics), though attendance not required .
Notes on Performance & Track Record
- Strategic initiatives: F&G acquisition and partial IPO; Cannae split‑off; LPS acquisition and Black Knight separation leading to ICE sale for ~$11.8B .
- Shareholder value: FNF cumulative returns and dividend distributions highlighted by the company; F&G value creation and dividends; committee states rationale to retain Foley through 2027 .
Citations:
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