Independent
Tenure on this board
3.5 yrs
Also a director at
Fidelity National Financial Inc (FNF)
3 nominees · 3 ballot items.
Elect three Class I directors (John D. Rood, Michael J. Nolan and J. Douglas Martinez); approve, on a non-binding advisory basis, the compensation of the named executive officers (Say-on-Pay); and ratify Ernst & Young LLP as the independent registered public accounting firm for 2026.
Elect three Class I directors—John D. Rood, Michael J. Nolan, and J. Douglas Martinez—to serve until the 2029 Annual Meeting.
Non-binding, advisory approval of the compensation paid to the company's named executive officers as disclosed in the proxy statement (Compensation Discussion and Analysis, compensation tables and related narrative).
This non-binding advisory proposal asks shareholders to approve the Company’s named executive officer (NEO) compensation as disclosed in the proxy, effectively endorsing the design and outcomes of F&G’s pay program for 2025. Management frames the program as pay-for-performance, with a heavy emphasis on long-term, performance-vesting restricted stock and an annual incentive tied to Adjusted Net Earnings (ANE), sales and strategic initiatives; the Compensation Committee used external market data and an independent consultant to set competitive target levels. The proposal is advisory and therefore not legally binding, but the board will review and consider voting outcomes when setting future compensation. Support would signal shareholder alignment with the committee’s use of performance metrics (including ANE and sales), three-year vesting schedules for performance restricted stock, and the company’s emphasis on long-term value creation rather than fixed cash compensation. Opposition could reflect concerns about specific pay levels, the mix of pay (equity vs. cash), the effectiveness or calibration of performance metrics, or governance matters related to the company’s controlled status (FNF holds ~71% of shares). The company’s disclosure highlights strong financial performance in 2025 (e.g., adjusted net earnings and record AUM) and a payout multiplier above target for annual incentives, which management cites to justify realized pay outcomes. The compensation program includes governance features such as clawback policy, stock ownership guidelines, and third-party review, which management points to as aligning interests with shareholders. For an investor evaluating merit, key contextual items include the predominance of equity-based, performance-conditioned awards, the advisory nature of the vote, and the company’s ownership structure and ongoing shareholder engagement—factors that affect whether pay practices are likely to drive sustained shareholder value or warrant further scrutiny.
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Fidelity National Financial, Inc. | 71.45% | 94,662,347 | $2.4B |
| 2 | Brave Warrior Advisors, LLC | 4.04% | 5,353,141 | $136M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.50% | 1,987,041 | $50M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 1.37% | 1,811,763 | $46M |
| 5 | BlackRock, Inc. | 1.35% | 1,793,252 | $45M |
| 6 | BlackRock, Inc. | 1.03% | 1,366,955 | $35M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 1.01% | 1,344,310 | $34M |
| 8 | NOMURA ASSET MANAGEMENT INTERNATIONAL INC. | 0.95% | 1,261,801 | $32M |
| 9 | AMERIPRISE FINANCIAL INC | 0.73% | 962,955 | $24M |
| 10 | STATE STREET CORP | 0.63% | 829,417 | $21M |
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