• | Tying material portions of our named executive officers’ compensation to the performance of our core title operations; Structuring our performance-based programs to focus our named executive officers on attaining pre-established, objectively determinable key performance goals that are aligned with and support our key strategic business objectives, which, in turn, are aimed at growing long-term value for our shareholders; | Fidelity National Financial, Inc. | 32 | | | • | Structuring our performance-based programs to focus our named executive officers on attaining pre-established, objectively-determinable key performance goals that are aligned with and support our key strategic business objectives in our various operations, which, in turn, are aimed at growing long-term value for our shareholders; | | | • | Recognizing our executives’ leadership abilities, scope of responsibilities, experience, effectiveness, and individual performance achievements; and | | | • | Attracting, motivating, and retaining a highly qualified and effective management team that can deliver superior performance and build shareholder value over the long-term. |
Recognizing our executives’ leadership abilities, scope of responsibilities, experience, effectiveness, and individual performance achievements; and Attracting, motivating, and retaining a highly qualified and effective management team that can deliver superior performance and build shareholder value over the long-term. As in past years, there was a direct correlation between our named executive officers’ pay and our performance in 2019.2021. Here are a few highlights: • | We exceeded both our adjusted title revenue and adjusted pre-tax title margin goals as set by our compensation committee under our annual incentive plan. Consistent with this strong performance, our named executive officers earned an annual incentive equal to 200% of their respective target annual incentive opportunities. See the “FNF Annual Incentive Performance Measures and Results” section below. | | | • | We exceeded the quarterly adjusted pre-tax title margin goals set by our compensation committee as performance criteria for our 2018 restricted stock awards. As a result, we expect these awards to fully vest, subject to each executive’s continued employment with us to satisfy the time based vesting requirements for those awards. |
We exceeded both our adjusted title revenue and adjusted pre-tax title margin targets as set by our compensation committee under our annual incentive plan. Consistent with this strong performance, our named executive officers earned an annual incentive payout equal to 200% of their respective target annual incentive opportunities. See the “FNF Annual Incentive Performance Measures and Results” section below. We exceeded the quarterly adjusted pre-tax title margin goals set by our compensation committee as performance criteria for our 2021 restricted stock awards. As a result, we expect these awards to fully vest, subject to each executive’s continued employment with us to satisfy the time-based vesting requirements for those awards. We useused adjusted pre-tax title margin as athe primary performance objective for our 2021 cash-based annual incentive plan, (75% weighting, with 75% of the award tied to this objective and the remaining 25% tied to achievement of adjusted title revenue) and forrevenue. We continued to use adjusted pre-tax title margin as the performance-based vesting condition in our 2021 long-term performance-based restricted stock awards (100% weighting).awards. Our compensation committee gave strong consideration toconsidered whether this measure should be used in both the annual incentive plan and our long-term incentive awards. In recognition of the fact that it is one of the most important measures to our investors of the financial performance of our business, the committee determined it should be used in both programs. The committee determined it should be used in our cash-based annual incentive plan because it is a leading measure of operating performance and efficiency, has a strong correlation to our annual strategic plan and is directly affected by the actions of our executives in both strong and weak real estate markets. The committee determined it should be used in our long-term performance- basedperformance-based restricted stock awards because it reflects our ability to convert revenue into operating profits for shareholders and measures our progress toward achieving our long-term strategy, and therefore can have a significant impact on our long-term stock price and investor expectations. Fidelity National Financial, Inc. | 30 | | |
Note that the financial measures used as performance targets for our named executive officers described in this discussion are non-GAAP measures and differ from the comparable GAAP measures reported in our financial statements. The measures are adjusted to exclude the impact of certain non-recurring and other items. We explain how we calculate these measures in the “Analysis of Compensation Components” section below. SHAREHOLDER VOTE ON 20182020 EXECUTIVE COMPENSATION At our 20192021 annual meeting of shareholders, we held a non-binding advisory vote, also called a “say on pay” vote, on the compensation of our named executive officers in 2020 as disclosed in the 20192021 proxy statement. A majorityApproximately 96% of our shareholders approvedthe votes cast were voted in favor of our “say on pay” proposal, including 19 of our top 20 shareholders, with approximately 86% of the votes cast in favor of the proposal and approximately 14% of the votes cast against the proposal. The compensation committee considered these results when evaluating our executive compensation programs.programs and determined to keep the current executive compensation platform in place without any changes. 33 | Fidelity National Financial, Inc. | | | | | | | |
SHAREHOLDER OUTREACH IN 20192021 Our compensation committee is committed to listening and responding to the views of our shareholders in creating and tailoring our executive compensation programs. Following the 20192021 annual meeting of shareholders and the 20182020 “say on pay” shareholder vote, our President and Chief Financial Officer met with our investors in break-out sessions at investor conferences, as well as in independent one-on-one investor meetings, to discuss our business and stock price performance, and to discuss and receive feedback on our compensation programs. In this regard, we met with investors at more than 9nine investor conferences and numerous one-on-one meetings. The investors with whom we met in 20192021 represented over 50%42% of our top 20 active shareholders, who collectively owned more than 30%50% of our shares as of December 31, 2019. Generally, our shareholders did not express2021. None of the investors we met with in 2021 suggested any concerns about FNF’s executive compensation plans and practices in 2019. COMPENSATION OF OUR NON-EXECUTIVE CHAIRMAN
Our compensation consultant reviews the compensation paid to our directors, including Mr. Foley, on a regular basis, and then makes recommendations on anymaterial changes to our directorexecutive compensation practices. Our compensation committee discusses the compensation consultant’s recommendations and determines whether to make any changes to our director compensation in that year.program.
With respect to Mr. Foley’s compensation in 2019, our directors discussed the critical role Mr. Foley plays in the formation and execution of our long-term strategic vision. Mr. Foley founded FNF in 1984 and transformed it into a leading provider of title insurance, escrow and other title-related services. Under Mr. Foley’s leadership, FNF, through our title insurance underwriters, issues more title insurance policies than any other title company in the United States. In addition to the incredible value Mr. Foley has created at FNF, he led the teams that created additional value for FNF’s shareholders through strategic transactions such as:
The spin-off of Fidelity National Information Services, Inc. in 2006, which, under Mr. Foley’s continued leadership from 2006 to 2016, became a global leader in financial services technology. As of December 31, 2019, FIS had a market capitalization of $85.3 billion.
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• | FNF’s acquisition of Lender Processing Services, Inc. (LPS), where Mr. Foley unlocked the value of technology, data and analytics businesses by separating Black Knight’s businesses from LPS’ transaction services businesses that are now part of ServiceLink, and led the management team through a process of maximizing operational efficiencies and creating a culture of cross-selling. From FNF’s spin-off of Black Knight to our shareholder in September 2017 to December 31, 2019, the value of Black Knight’s stock increased from $43.05 per share to $64.48 per share, representing an increase in value of $1.8 billion with respect to the approximately 83.3 million shares of Black Knight distributed to our shareholders. | | | • | The split-off of our non-core businesses which formerly comprised our FNF Ventures Group into Cannae. Cannae’s stock price has increased from $18.39 per share at the split-off in November 2017 to $37.19 on December 31, 2019, representing an increase in value of $1.3 billion with respect to the Cannae shares distributed to our shareholders. |
While Mr. Foley is no longer an executive or involved in the day-to-day operation of FNF, he continues to be the driving force behind the development and execution of our strategic direction. The most recent evidence of Mr. Foley’s leadership is the signing of a definitive agreement for FNF to acquire FGL Holdings (F&G), a transaction that will provide diversification of our cash and income streams away from title insurance in a transaction that is immediately accretive to earnings and cash flow and predictable countercyclical income that performs best in a rising long term rate environment through an attractive retirement insurance business with strong growth tailwinds as demand for retirement insurance products are propelled by an aging demographic.
In light of the high value Mr. Foley brings to our board and our shareholders, the compensation committee determined that it was important to continue to compensate Mr. Foley at a level that recognizes the significance of his contributions to our continued success and is sufficient to incentivize him to continue to focus on FNF and value creation for our shareholders. Accordingly, the compensation committee determined Mr. Foley’s compensation for 2019 should remain consistent with his 2018 compensation, although no increases were made to Mr. Foley’s 2019 compensation.
Over the years, we believe that we have been highly responsive to our shareholders’ concerns, and have created and continued compensation programs that achieved our strategic corporate objectives, focused our executives on achieving superior operating results and shareholder returns, balanced short-term and long-term incentives, and maintained a strong correlation between pay and performance.
GOVERNANCE AND COMPENSATION BEST PRACTICES We periodically review our compensation programs and make adjustments that are believed to be in the best interests of our company and our shareholders. As part of this process, we review compensation trends and consider current best practices, and make changes in our compensation programs when we deem it appropriate, all with the goal of continually improving our approach to executive compensation. Some of the best practices adopted by our compensation committee or full board of directors include the following: Fidelity National Financial, Inc. | 32 | | |
Things We Do | | Things We Don’t Do | ✓ | Deliver total compensation predominantly through variable pay | | X | Provide tax gross-ups or reimbursement of taxes | ✓ | Maintain robust stock ownership requirements | | X | Have liberal change in control definitions | ✓ | Maintain a clawback policy for incentive-based compensation | | X | Include modified single trigger severance provisions—which provide severance upon a voluntary termination of employment following a change in control—in our executive agreements | ✓ | High ratio of performance-based compensation to total compensation, and a low ratio for fixed benefits/perquisites (non-performance-based) | | X | Allow hedging and pledging transactions involving our securities | ✓ | Undertake an annual review of compensation risk | | X | Have multi year guarantees for salary increases, non performance based bonuses or guaranteed equity compensation in our executive employment agreements | ✓ | Limit perquisites | | | | ✓ | Have performance basedperformance-based vesting provision in restricted stock grants to our officers, including our named executive officers | | | | ✓ | Require that any dividends or dividend equivalents on restricted stock and other awards are subject to the same underlying vesting requirements applicable to the awards —– that is, no payment of dividends or dividend equivalents are made unless and until the award vests |
Things We Don’t Do | X | Provide tax gross-ups or reimbursement of taxes | X | Have liberal change in control definitions | X | Include modified single trigger severance provisions – which provide severance upon a voluntary termination of employment following a change in control – in our executive agreements | X | Allow hedging and pledging transactions involving our securities | X | Have multi-year guarantees for salary increases, non-performance-based bonuses or guaranteed equity compensation in our executive employment agreements |
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Things We Do | ✓ | Have transparent executive compensation disclosures in our annual proxy statements | | | | ✓ | Use a thorough methodology for comparing our executive compensation to market practices | | | | ✓ | AHave a policy that annual grants of restricted stock will utilize a vesting schedule of not less than three years | | | | ✓ | Retain an independent compensation consultant that reports solely to our compensation committee, and that does not provide our compensation committee services other than executive compensation consulting | | | | ✓ | Cap payouts on incentive awards | | | | ✓ | Use non discretionary, pre established,non-discretionary, pre-established, objectively determinable performance goals for our incentive awards | | | |
33 | Fidelity National Financial, Inc. | | (Exception: annual cash awards in 2020 due to the COVID-19 pandemic) |
COMPONENTS OF TOTAL COMPENSATION AND PAY MIX We compensate our executive officers primarily through a mix of base salary, annual cash incentives and long-term equity-based incentives. We also provide our executive officers with the same retirement and employee benefit plans that are offered to our other employees, as well as limited other benefits, although these items are not significant components of our compensation programs. The following table provides information regarding the elements of compensation provided to our named executive officers in 2019: 2021: Category of Compensation | Type of Compensation | Purpose of the Compensation | Fixed Cash Compensation | Salary | Salary provides a level of assured, regularly paid, cash compensation that is competitive and helps attract and retain key employees. | Short-term Performance-based Cash Incentives | Annual Cash Incentive Tied to Financial Metrics | CashPerformance-based cash incentives under our annual incentive plan are designed to motivate our employees to work towards achieving our key annual adjusted title revenue and adjusted pre-tax title margin goals. | Long-term Equity Incentives | Performance- basedPerformance-based Restricted Stock Tied to Financial Metrics | Performance-based restricted stock helps to tie our named executive officers’ long-term financial interests to our adjusted pre-tax title margin and to the long-term financial interests of our shareholders, as well as to retain key executives through a three-year vesting period and maintain a market competitive position for total compensation. | Benefits & Other | ESPP, 401(k) Plan, health insurance and other benefits | Our named executive officers’ benefits generally mirror our company-wide employee benefit programs. For security safety reasons and to make travel more efficient and productive for our named executive officers, they are eligible to travel on our corporate aircraft. |
35 | Fidelity National Financial, Inc. | | | | | | | |
ALLOCATION OF TOTAL COMPENSATION FOR 20192021 The following chart and table show the average allocation of 20192021 Total Compensation reported in the Summary Compensation Table among the components of our compensation programs:
Fidelity National Financial, Inc. | 34 | | |
20192021 COMPENSATION MIX
| Salary | Annual Cash Incentives | Performance- based Restricted Stock | Benefits and Other | Total Compensation | Performance- based Compensation | Salary | Annual Cash Incentives | Performance- based Restricted Stock | Benefits and Other | Total Compensation | Performance- based Compensation | Raymond R. Quirk | 10.4% | 36.3% | 48.5% | 4.8% | 100% | 84.8% | 9.9% | 33.5% | 51.6% | 5.0% | 100% | 85.1% | Anthony J. Park | 18.2% | 38.1% | 37.5% | 6.2% | 100% | 75.6% | | Michael J. Nolan | 15.2% | 39.4% | 40.2% | 5.2% | 100% | 79.6% | 15.0% | 38.7% | 41.5% | 4.8% | 100% | 80.2% | Roger S. Jewkes | 15.8% | 41.0% | 36.9% | 6.3% | 100% | 77.9% | 14.9% | 41.0% | 38.7% | 5.4% | 100% | 79.7% | Anthony J. Park | | 17.3% | 34.9% | 41.5% | 6.3% | 100% | 76.4% | Peter T. Sadowski | 17.6% | 37.5% | 37.3% | 7.6% | 100% | 74.8% | 17.5% | 35.5% | 41.4% | 5.6% | 100% | 76.9% | Brent B. Bickett | 6.0% | 20.4% | 0.0% | 73.6% | 100% | 20.4% | |
As illustrated above, a significant portion of each named executive officer’s total compensation is based on performance-based cash and equity incentives that are tied to our financial performance and stock price. Excluding Mr. Bickett, performance-based forms of compensation comprised between 74.8% and 84.8% of our named executive officers’ total compensation in 2019. Our compensation committee believes this emphasis on performance-based incentive compensation is an effective way to use compensation to help us achieve our business objectives while directly aligning our executive officers’ interests with the interests of our shareholders. For Mr. Bickett, 20.4% of his total compensation was performance-based because he received a prorated award under our annual incentive plan, did not receive a performance-based restricted stock award in 2019, and received one-time transition payments in connection with his transition to a non-executive employee role.
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ANALYSIS OF COMPENSATION COMPONENTS BASE SALARY Our compensation committee typically reviews salary levels annually as part of our performance review process, as well as in the event of promotions or other changes in our named executive officers’ positions or responsibilities. When establishing base salary levels, our compensation committee considers the peer compensation data provided by its external independent compensation consultant, Mercer, as well as a number of qualitative factors, including each named executive officer’s experience, knowledge, skills, level of responsibility and performance. The compensation committee reviews these factors each year and, rather than providing a merit increase to executives each year, increases our executives’ base salaries only in years when the committee determines that such an increase is warranted. In 2019,2021, in recognition of their strong individual performance and the Company’s performance, our compensation committee approved $50,000$70,000 increases to Messrs. Nolan’s and Jewkes’ salaries, and $40,000 increases to Messrs. Park’s and Sadowski’sbase salaries. The committee approved these increases in light of the executives’ strong performance and their continued growth in their respective roles and responsibilities. 35 | Fidelity National Financial, Inc. | | |
ANNUAL PERFORMANCE-BASED CASH INCENTIVES We award annual cash incentives based upon the achievement of pre-defined business and financial objectives relating to our title operations, which are specified in the first quarter of the year. Annual incentives play an important role in our approach to total compensation, as they motivate participants to achieve key fiscal year objectives by conditioning the payment of incentives on the achievement of defined, objectively determinable financial performance goals. In the first quarter of 2019,2021, our compensation committee approved our fiscal year business performance objectives and a target incentive opportunity for each participant, as well as the potential incentive opportunity range for maximum and threshold performance. No annual incentive payments are payable to a named executive officer if the pre-established, threshold performance levels are not met, and payments are capped at a maximum performance payout level. The financial performance results are derived from our annual financial statements (as reported in our Annual Report on Form 10-K filed with the SEC), which are subject to an audit by our independent registered public accounting firm, Ernst & Young LLP. However, as discussed below, we usethe financial measures used as performance targets of our annual cash incentives for our named executive officers that differ from the comparable GAAP measures reported in our financial statements. Below, we explain how we calculate the incentive award performance measure.measures of our annual cash incentives. The incentive award target opportunities of our annual cash incentives are expressed as a percentage of the individual’s base salary. In 2019, our compensation committee approved an increase in Mr. Quirk’s target incentive opportunity from 155% to 175% of his base salary. Our compensation committee approved this increase in recognition of Mr. Quirk’s strong performance. The amount of the annual cash incentives actually paid depends on the level of achievement of the pre-established goals as follows: • | If threshold level of performance is not achieved, no incentive will be paid. If threshold level of performance is achieved, the incentive payout will equal 50% of a named executive officer’s target incentive opportunity. If target level of performance is achieved, the incentive payout will equal 100% of a named executive officer’s target incentive opportunity. If maximum level of performance is achieved, the incentive payout will equal 200% of a named executive officer’s target incentive opportunity. If performance falls between two levels, the incentive payout will be interpolated. 37 | Fidelity National Financial, Inc. | | | | • | If threshold performance is achieved, the incentive payout will equal 50% of the executive’s target incentive opportunity. | | | • | If target performance is achieved, the incentive payout will equal 100% of the executive’s target incentive opportunity. | | | • | If maximum performance is achieved, the incentive payout will equal 200% of the executive’s target incentive opportunity. | | | • | Between these levels, the payout is interpolated. |
An important tenet of our pay-for-performance philosophy is to utilize our compensation programs to motivate our executives to achieve performance levels that reach beyond what is expected of us as a company. The performance targets for the FNFour incentive planplans are approved by our compensation committee and are based on discussions between management and our compensation committee. Target performance levels are intended to be difficult to achieve, but not unrealistic. Maximum performance levels are established to limit short-term incentive awards so as to avoid excessive compensation while encouraging executives to reach for performance beyond the target levels. Fidelity National Financial, Inc. | 36 | | |
InWhen setting 2019the performance targets underfor our 2021 annual incentive plans,cash incentives, our compensation committee considered the following factors, which are discussed in more detail below:
| • | Our 20192021 business plan, including our underlying assumptions relating to 20192021 refinance volumes and residential purchase market projections following consideration of forecasts of the Mortgage Bankers Association (MBA) and Fannie Mae, forecasts, projections for the national commercial market based upon forecasts by the Urban Land Institute, the interest rate environment, housing affordability, and recent and expected industry and company trends; | | | • | 2019 performance targets as compared to 2018 performance targets and 2018 actual performance; | | | • | Alignment of the 2019 performance targets with the investment community’s published projections for us and our publicly-traded title company competitors; and | | | • | The effect that achieving the performance targets would have on our growth and margins. |
2021 performance targets as compared to 2020 performance results; Alignment of the 2021 performance targets with the investment community’s published projections for us and our publicly-traded title company competitors; and The effect that achieving the performance targets would have on our growth and margins. FNF Annual Incentive Performance Measures and Results.The 2019 performance goals under the FNF incentive planfor our 2021 annual cash incentives were based on adjusted revenue and adjusted pre-tax profit margin, relating to our title segment, which we refer to as “adjusted pre-tax title margin.margin,” in each case relating to our title segment. We believe that these two performance measures are among the most important measures to our investors of the financial performance of our business. Title revenue is a leading measure of growth, market share, customer satisfaction and product strength. Pre-tax profit margin relating to our title segment is a leading measure of operating performance and efficiency. Both measures are used by investors and analysts and can have a significant impact on long- termlong-term stock price and the investing community’s expectations. Additionally, when combined with the strong focus on long-term shareholder return created by our equity-based incentives and our named executive officers’ significant stock ownership, these two measures analyzed on an annual performance measuresbasis provide a degree of checks and balances, requiring our named executive officers to consider both short-term and long-term performance of our businesses and investments. The annual incentive performance targets are synchronized withAdjusted title revenue and adjusted pre-tax title margin correspond to shareholder expectations, desired increase in our stock price, our annual budget, our long-term financial plan, and our board of directors’ expectations. Further, both measures are measures that executives can directly affect. | Fidelity National Financial, Inc. | 38 | | | | | | |
In the following table, we explain how we calculate the performance measures and why we use them. 37 | Fidelity National Financial, Inc. | | |
Performance Measure | How Calculated1 | Reason for Use | Adjusted Title Revenue | Adjusted title revenue is based on GAAP revenue from our title segment as reported in our annual financial statements, excluding realizedrecognized gains and losses. | Adjusted title revenue is an important measure of our growth, our ability to satisfy and retain our clients, gain new clients and the effectiveness of our services and solutions. Adjusted title revenue is widely followed by investors. | Adjusted Pre-Tax Title Margin | Adjusted pre-tax title margin is determined by dividing the earnings before income taxes and non controllingnon-controlling interests from our title segment, excluding realizedrecognized gains and losses, purchase accounting amortization and other unusual items, by total revenues of the title segment excluding realizedrecognized gains and losses. | We selected adjusted pre-tax title margin as a measure for the short-term incentives because it is a financial measurethatis significantly influenced by the performance of our executives, promotes a focus on operational efficiency and cost management, aligns the executives’ short- termshort-term incentive opportunity with one of our key corporate growth objectives and is commonly used within the title industry. We believe maintaining strong margins is particularly important in a declining market. The exclusion of income taxes, non- controllingnon-controlling interests, realizedrecognized gains and losses, and purchase price amortization from the calculation of adjusted pre-tax title margin results in a measure that better reflects our continuing operations, which is directly influenced by the performance of our executives rather than ancillary market and economic factors. |
1. The adjustments to title revenue and pre-tax title margin are intended to produce a performance measure that reflects the financial performance of our continuing operations, which is directly influenced by the performance of our executives, and to exclude the impact of external market and economic factors.
| 1. | The adjustments to title revenue and pre-tax title margin are intended to produce a performance measure that reflects the financial performance of our continuing operations, which is directly influenced by the performance of our executives, and to exclude the impact of external market and economic factors. |
The title insurance business is directly impacted by managements’ effectiveness in executing on our business strategy, and macro-economic factors such as mortgage interest rates, credit availability, job markets, economic growth, and changing demographics. Changes to mortgage interest rates, in particular, can have a significant impact on our title revenues and title margin. Due to the year-to-year changes in these key economic factors that are outside of our control, we do not think comparisons of financial and business goals and performance from one year to another are meaningful indicators of the rigor of our performance goals or managements’ performance in a given year. Instead, we think our performance goals and managements’ performance relative to those goals should be assessed in light of the economic environment within which the goals were established and management operated. Our annual incentive plan targets correlate with our annual strategic financial plans, which are developed in the first quarter based on our forecasted mortgage originations for the year and the relative mix of purchase versus refinance originations. In setting the threshold, target and maximum goals relating to the performance measures under our annual incentive plan, our compensation committee considered management’s expectations for 2019,2021, which were based on a combination of forecasts provided by the Mortgage Bankers Association (MBA), Fannie Mae and the Urban Land Fidelity National Financial, Inc. | 38 | | |
Institute, anticipated changes in interest rates, as well as recent and expected industry and company trends. When we set our 20192021 performance targets in March 2019,2021, our assumptions included a decline in residential purchase volumes of 7% with an expectation of continued home price appreciation, a decline in refinance volumes of 31%43%, a flat residential purchase market, a 4% declinean 80 basis point increase in the 30-year fixed mortgage interest rate, and aan 11% declineincrease in the 39 | Fidelity National Financial, Inc. | | | | | | | |
national commercial market. Our assumptions also included rising home prices making housing less affordable and other recent and expected industry and company trends. We prepare a base plan as well as upside and downside scenarios, which, taken together, form the strategic financial plan and the basis of the performance measure targets. To establish threshold and maximum goals, percentage adjustments were applied to the target goals. In light of the expected declinestrends in refinance, volumes of 31%residential purchase and the national commercial market of 11%,markets described above coupled with an expected flat residential purchase market,anticipated rising interest rate environment, our compensation committee determined to set our 20192021 adjusted pre-tax title margin performance target to be consistent with our 2018 target of 12%at 15%, and our 20192021 title revenue target at $8,500 million. In setting the 2021 performanance targets, the compensation committee considered that the targets relative to the Company’s performance in 2020, but determined to set the targets lower than our 2018 target by 2%.the 2020 results due to the Company’s extraordinary performance in 2020 and the expected market factors described above. The committee believed achievement of these targets would reflect strong performance by management in what was expected to be a challenging market environment. The adjusted pre-tax title margin threshold and maximum goals were set at approximately 20%250 basis points below and 20%250 basis points above the target, respectively, and title revenue threshold and maximum goals were set at approximately 7.5% below and 7.5% above the target, respectively. Target performance levels are intended to be difficult to achieve, but not unrealistic. Maximum performance levels are established to limit short-term incentive awards so as to avoid excessive compensation while encouraging executives to reach for performance beyond the target levels. All of the goals are subject to review and approval by our compensation committee. Final calculations of our achievement of the performance measures are subject to adjustmentWhen calculating adjusted title revenues and adjusted pre-tax title margin, we adjust for acquisitions, divestitures, major restructuring charges, and non-budgeted discontinued operations. These adjustments encourage our executives to focus on achieving strong financial performance and efficient operation of our continuing businesses during the year to achieve the performance measures. The adjustments also ensure that the achievement of the performance measures, as determined by theour compensation committee is measuring management’s performance at the end of the performance period correlateconsistently with our budget for that period so that the budget and therebymeasures serve as barometers of management’s performance in satisfying and retaining our clients, obtaining new clients, and operating the business efficiently. The adjustments also encourage our executives to focus on the long-term benefit of acquisitions or divestitures regardless of whether they may have a positive or negative impact on our adjusted revenue or pretaxpre-tax title margin in the current year.
Our 20192021 results exceeded target goalsexpectations due to strong performance in a challenging environment and effective cost management by our executives, including a 7%32% increase in direct title insurance premiums which resulted from an increase in closed order volumes and increased fee per file driven by increased residential refinancean increase in purchase activity, as a result of lower mortgage interest rates in 2019 compared to 2018, partially offset by a decrease in the average fee per file driven by a reduction in the proportion of purchase orders compared to refinance orders in 2019 compared to 2018.activity. Remittances for agency title insurance premiums increased 10%38% year-over-year reflecting an improving residential purchase environment in many markets throughout the country and a concerted effort by management to increase remittances with existing agents as well as cultivate new relationships with potential new agents. In addition, lower mortgage rates resulted in increased refinance business with agents. Our executives’ performance directly impacted our ability to effectively manage our business in response to each of these factors and deliver strong results for our shareholders. 39 | Fidelity National Financial, Inc. | 40 | | | | | | |
The following charts set forth the 20192021 threshold, target and maximum performance goals, the relative weighting of the performance measures, and 20192021 performance results under our annual incentive plan. Dollar amounts are in millions. Performance Metric | Weight | Threshold | Target | Maximum | Results | Weight | Threshold | Target | Maximum | Results | Adjusted Revenue Title Segment | 25% | $6,204 | $6,707 | $7,209 | 7,933 | 25% | $7,863 | $8,500 | $9,138 | $11,890 | Adjusted Pre-tax Margin Title Segment | 75% | 9.5% | 12% | 14.5% | 16.3% | 75% | 12.5% | 15% | 17.5% | 21.7% |
The table below presents a reconciliation of our GAAP total revenue and pre-tax earnings to our adjusted title revenue, adjusted pre-tax earnings and adjusted pre-tax title margin by operatingfor the title segment of the Company. Dollar amounts are in millions. Twelve Months Ended December 31, 2019 | Consolidated FNF | Title | Corporate and Other | | Twelve Months Ended December 31, | | 2017 | 2018 | 2019 | 2020 | 2021 | Total revenue | $8,469 | $8,259 | $210 | $7,211 | $7,175 | $8,259 | $9,374 | $11,497 | Pre-tax earnings (loss) | $1,369 | $1,536 | (167) | $955 | $876 | $1,536 | $1,878 | $2,136 | Non-GAAP adjustments before taxes | Non-GAAP adjustments before taxes | Non-GAAP adjustments before taxes | Realized (gains) and losses, net | (318) | (326) | 8 | | Recognized (gains) and losses, net | | (6) | 110 | (326) | (143) | 393 | Purchase price amortization | 105 | 86 | 19 | 94 | 87 | 86 | 73 | 57 | Transaction costs | 58 | – | 58 | | Severance costs | 6 | – | 6 | | Other adjustments | 1 | 1 | – | 5 | 7 | 1 | - | Total non-GAAP adjustments before taxes | (148) | (239) | 91 | 93 | 204 | (239) | (69) | 450 | Adjusted revenue | $8,151 | $7,933 | $218 | $7,205 | $7,285 | $7,933 | $9,231 | $11,890 | Adjusted pre-tax earnings (loss) | $1,221 | $1,297 | (76) | $1,048 | $1,080 | $1,297 | $1,809 | $2,586 | Adjusted pre-tax margin | 15.0% | 16.3% | –% | 14.5% | 14.8% | 16.3% | 19.6% | 21.7% |
The following table shows each named executive officer’s 2021 base salary, target percentage under our annual incentive plan, the calculationopportunity expressed as a percentage of 2019 incentive awards based on the 2019 performance multiplier from the results shown in the tables above,base salary, and the amounts earned under the2021 annual incentive plans.earned. Name | 2021 Base Salary | 2021 Annual Incentive Target(%) | 2021 Annual Incentive Target($) | 2021 Total Incentive Earned | Raymond R. Quirk | $1,000,000 | 175% | $1,750,000 | $3,500,000 | Michael J. Nolan | $750,000 | 130% | $975,000 | $1,950,000 | Roger S. Jewkes | $750,000 | 130% | $975,000 | $1,950,000 | Anthony J. Park | $565,000 | 105% | $593,250 | $1,186,500 | Peter T. Sadowski | $550,000 | 105% | $577,500 | $1,155,000 |
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Name | 2019 Base Salary | 2019 Annual Incentive Target (%) | 2019 Annual Incentive Target ($) | 2019 Performance Multiplier | 2019 Total Incentive Earned1 | Raymond R. Quirk | $1,000,000 | 175% | $1,750,000 | 200% | $3,500,000 | Anthony J. Park | $565,000 | 105% | $593,250 | 200% | $1,186,500 | Michael J. Nolan | $680,000 | 130% | $884,000 | 200% | $1,768,000 | Roger S. Jewkes | $680,000 | 130% | $884,000 | 200% | $1,768,000 | Peter T. Sadowski | $550,000 | 105% | $585,750 | 200% | $1,171,500 | Brent B. Bickett1 | $550,500 | 155% | $711,062 | 200% | $1,240,875 |
1. Reflects a prorated Annual Incentive Target and Total Incentive Earned for Mr. Bickett for the portion of the year he served as Executive Vice President, Corporate Strategy (January 1, 2019 through October 31, 2019). In light of Mr. Bickett’s service as President of Cannae, the compensation committee reduced his 2019 Total Incentive Earned by $217,500.
LONG-TERM EQUITY INCENTIVES On October 31, 2019,November 4, 2021, we granted performance-based restricted stock to each of our named executive officers. We do not attempt to time the granting of awards to any internal or external events. Our general practice has been for our compensation committee to grant equity awards during the fourth quarter of each year following the release of our financial results for the third quarter. We also may grant awards in connection with significant new hires, promotions or changes in duties. Our compensation committee’s determinations are not formulaic; rather, in the context of competitive market compensation data and our stated pay philosophy, our compensation committee determines the share amounts on a subjective basis in its discretion and award amounts may differ among individual executive officers in any given year. Following is a brief discussion regarding the awards made in 2019.2021. Performance-based Restricted Stock.In 2019,2021, the proportion of the FNF equity awards consisting of performance-based restricted stock remained at 100%. As in recent years, we did not grant stock options or awards that vest solely based on continued service to our named executive officers. The restricted stock awards vest over three years, provided we achieve adjusted pre-tax margin in our title segment of 9.0%12% in at least two of the five quarters beginning October 1, 2019.2021. We considered various alternative measures, but we again selected adjusted pre-tax title margin, which measures our achievements in operating efficiency, profitability and capital management. The committee determined to use adjusted pre-tax title margin because it reflects our ability to convert revenue into operating profits for shareholders and measures our progress toward achieving our long-term strategy, and therefore can have a significant impact on our long-term stock price. When we set our adjusted pre-tax title margin performance goal in October 2019,November 2021, the compensation committee considered the MBA’s forecast of a 8%33% decline in residential mortgage originations in 20202022 and an increase of 1090 basis points in the 30-year fixed mortgage interest rate, which, in particular, can have a significant impact on our title margins. Mortgage rates are a key determinant in the level of real estate transaction activity, especially in the residential refinance market, and an increase in mortgage rates couldin a short amount of time will likely depress both the refinance and purchase markets considerably. Given the surge in refinance orders during 2020 and 2021 caused by unprecedentedly low mortgage rates, the compensation committee considered MBA’s forecast that refinance originations would fall by 62% in 2022 compared to 2021. With respect to the residential purchase market, the compensation committee considered rising interest rates, the current limited housing supply, increasing home prices and tight credit markets. The committee also considered Urban Land Institute’s forecast 41 | Fidelity National Financial, Inc. | | |
of a softercontinued growth in the commercial real estate market in 20202022, as well as potential headwinds arising from, inflation, labor and supply-chain disruption, geopolitics, potential tax changes, the combinationtransition of many businesses to a limited housing supply, tight credit markets, increasingwork from home pricesmodel, and political uncertainty.an expected rising interest rate environment. The compensation committee balanced these considerations against management’s historically strong performance in managing expenses during different real estate cycles and ability to drive industry leading margins. | Fidelity National Financial, Inc. | 42 | | | | | | |
Based on these considerations for the performance period, the compensation committee determined to set the performance goal for our 20192021 restricted stock awards at 9.0%12%, an increase of 6% overwhich is 250 basis points higher than the 20182020 performance goal of 8.5%9.5%, in order to encourage management to continue to drive strong expense management and margins in our title business. Adjusted pre-tax title margin for purposes of the performance-based restricted stock awards is calculated in the same manner as it is calculated under our annual incentive plan. Although we considered using a longer performance period for these awards, we determined that achievement of the criteria in at least two of the five quarters beginning October 1, 2019,2021, which is the performance period we have historically used with respect to our performance-based equity awards, was the appropriate performance period because of the difficulty in predicting future performance of the mortgage market, particularly for a period of more than one year, because it is largely driven by interest rates, which may be volatile over a longer term, and other economic forces outside of our control, and because of the seasonality inherent in the title business, with the first quarter typically much weaker than the remaining quarters due to weather conditions and holidays impacting opened order activity in November and December resulting in fewer closings in the first quarter. Adjusted pre-tax title margin is determined by dividing the earnings before income taxes and non-controlling interests from our title segment, excluding realized gains and losses, purchase accounting amortization and other unusual items, by total revenues of the title segment excluding realized gains and losses.
With respect to all restricted stock awards, credit is provided for dividends paid on unvested shares, but payment of those dividends is subject to the same vesting requirements as the underlying shares—shares – in other words, if the underlying shares do not vest, the dividends are forfeited. BENEFIT PLANS Our named executive officers generally participate in the same compensation programs as our other executives and employees. All employees in the United States, including our named executive officers, are eligible to participate in our 401(k) plan and our employee stock purchase plan, orESPP. ESPP. In addition, our named executive officers are eligible to participate in broad basedbroad-based health and welfare plans. We do not offer pensions or supplemental executive retirement plans for our named executive officers. 401(k) Plan.We sponsor a defined contribution savings plan that is intended to be qualified under Section 401(a) of the Internal Revenue Code. The plan contains a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code. Participating employees may contribute up to 40% of their eligible compensation, but not more than statutory limits, which were generally $19,000$19,500 in 2019.2021. Vesting in matching contributions, if any, occurs proportionally each year over an employee’s first three years of continuous employment with us. Deferred Compensation Plan.We provide our named executive officers, as well as other key employees, with the opportunity to defer receipt of their compensation under a nonqualified deferred compensation plan. A description of the plan and information regarding our named executive officers’ interests under the plan can be found in the Nonqualified Deferred Compensation table and accompanying narrative. Fidelity National Financial, Inc. | 42 | | |
Employee Stock Purchase Plan.We maintain our ESPP through which our executives and employees can purchase shares of our common stock through payroll deductions and through matching employer contributions. At the end of each calendar quarter, we make a matching contribution to the account of each participant who has been continuously employed by us or a participating subsidiary for the last four calendar quarters. For employees with more than 10 years of service and officers, including our named executive officers, matching contributions 43 | Fidelity National Financial, Inc. | | | | | | | |
are equal to 1/2 of the amount contributed during the quarter that is one-year earlier than the quarter in which the matching contribution was made. The matching contributions, together with the employee deferrals, are used to purchase shares of our common stock on the open market. For information regarding the matching contributions made to our named executive officers in 20192021 see “—“– Summary Compensation Table.” See also Proposal No. 3 – Approval of the Amended and Restated Employee Stock Purchase Plan. Health and Welfare Benefits.We sponsor various broad-based health and welfare benefit plans for our employees, including life insurance, and our executives are eligible to participate in an executive medical plan. The taxable portion of the premiums on this additional life insurance is reflected in the “Summary Compensation Table” under the column “All Other Compensation” and related footnote. We also offer a program under which we reimburse our employees escrow and title fees when they use one of our title companies in connection with the closing of their personal real estate transactions. Other Benefits.We provide a few additional benefits to our executives. In general, the additional benefits provided are intended to help our named executive officers be more productive and efficient and to protect us and our executives from certain business risks and potential threats. For example, in 2019,We also provide certain of our named executive officers receivedwith personal use of the corporate aircraft.aircraft for security and safety reasons. Our compensation and audit committees regularly reviewsreview the additional benefits provided to our executive officers and believesbelieve they are minimal. Further detail regarding other benefits in 20192021 can be found in the “Summary Compensation Table” under the column “All Other Compensation” and related footnote. EMPLOYMENT AGREEMENTS AND POST-TERMINATION COMPENSATION AND BENEFITS We have entered into employment agreements with each of our named executive officers. These agreements provide us and the executives with certain rights and obligations during and following a termination of employment, and in some instances, following a change in control. We believe these agreements are necessary to protect our legitimate business interests, as well as to protect the executives in the event of certain termination events. For a discussion of the material terms of the agreements, see the narrative following “—“– Grants of Plan-Based Awards” and “—“– Potential Payments Upon Termination or Change in Control.” TRANSITION PAYMENTS
On November 1, 2019, in connection with Mr. Bickett’s transition to a non-executive employee and his reduced duties with the Company, we entered into an employment letter agreement and terminated Mr. Bickett’s employment agreement and he entered into a general release with the Company in connection therewith. Under the employment letter agreement, Mr. Bickett became entitled to (i) accrued obligations consisting of unpaid base salary and unused vacation pay; (ii) a pro-rated portion of his annual bonus under the 2019 annual incentive plan for the portion of the year he served as Executive Vice President, Corporate Strategy, which was reduced by
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$217,500 in light of his service as President of Cannae; (iii) a lump-sum payment consisting of his current annual base salary plus his highest annual incentive plan payment in the last three years, multiplied by 200%; (iv) continued vesting of his restricted stock awards; (v) continued participation in our executive medical plan; and (vi) a payment equal to one year of life insurance and COBRA premiums.
In considering the transition payments to Mr. Bickett, our compensation committee considered his long tenure as an executive of FNF and his leadership in the execution of our mergers and acquisition and corporate finance strategies. Mr. Bickett’s deep knowledge and leadership in these areas have contributed significantly to our growth, operational success and strong financial results. The committee also considered that, as a non-executive employee, Mr. Bickett would continue to be available to our executives and our board of directors as needed.
ROLE OF COMPENSATION COMMITTEE, COMPENSATION CONSULTANT AND EXECUTIVE OFFICERS Our compensation committee is responsible for reviewing, approving and monitoring all compensation programs for our named executive officers. Our compensation committee is also responsible for administering our annual incentive plan and our omnibus incentive plan. During 2019,2021, our compensation committee engaged Mercer, an independent compensation consultant, to conduct an annual review of our compensation programs for our named executive officers and other key executives and our board of directors. Mercer was selected, and its fees and terms of engagement were approved, by our compensation committee. Mercer reported directly to the compensation committee and received compensation only for services related to executive compensation issues. During 2019,2021, the Company also engaged Guy Carpenter, another operating subsidiary of Marsh & McClennan, to provide surety and casualty insurance consulting and | Fidelity National Financial, Inc. | 44 | | | | | | |
brokerage services. FNF paid Guy Carpenter fees of $2,997,003$1,843,284 in 2019.2021. In April 2020,February 2021, the compensation committee reviewed the independence of Mercer in accordance with the rules of the New York Stock Exchange regarding the independence of consultants to the compensation committee and affirmed the consultant’s independence and that no conflicts of interest existed. The compensation consultant provided our compensation committee with relevant market data on compensation, including annual salary, annual incentives, long-term incentives, other benefits, total compensation and pay mix, and alternatives to consider when making compensation decisions. Mercer also assists our compensation committee in its annual review of a compensation risk assessment. Our Chairman, Mr. Foley, participated in the 20192021 executive compensation process by making recommendations with respect to the compensation of our Chief Executive Officer, Mr. Quirk, and his direct reports.Quirk. Mr. Quirk made recommendations with respect to the compensation of his direct reports, as discussed further below. In addition, Michael L. Gravelle, our Executive Vice President, General Counsel and Corporate Secretary, coordinated with our compensation committee members and Mercer in preparing the committee’s meeting agendas and, at the direction of the compensation committee, assisted Mercer in gathering financial information about FNF and stock ownership information for our executives for inclusion in the consultant’s reports to our compensation committee. Our executive officers do not make recommendations to our compensation committee with respect to their own compensation. Fidelity National Financial, Inc. | 44 | | |
While our compensation committee carefully considers the information provided by, and the recommendations of, Mercer and the individuals who participate in the compensation process, our compensation committee retains complete discretion to accept, reject or modify any recommended compensation decisions. ESTABLISHING EXECUTIVE COMPENSATION LEVELS Our compensation committee considers a number ofconsidered several important qualitative and quantitative factors when determining the overall compensation of our named executive officers in 2019,2021, including: • | The executive officer’s experience, knowledge, skills, level of responsibility and potential to influence our company’s performance; | | | • | The executive officer’s prior salary levels, annual incentive awards, annual incentive award targets and long-term equity incentive awards; | | | • | The business environment and our business objectives and strategy; | | | • | Our financial performance in the prior year; | | | • | The need to retain and motivate executives (even in the current business cycle, it is critical that we not lose key people and long-term incentives help to retain key people); | | | • | Corporate governance and regulatory factors related to executive compensation; and | | | • | Marketplace compensation levels and practices. |
The executive officer’s experience, knowledge, skills, level of responsibility and potential to influence our company’s performance; The executive officer’s prior salary levels, annual incentive awards, annual incentive award targets and long-term equity incentive awards; The business environment and our business objectives and strategy; Our financial performance in the prior year; The need to retain and motivate executives (even in the current business cycle, it is critical that we not lose key people and long-term incentives help to retain key people); Corporate governance and regulatory factors related to executive compensation; and Marketplace compensation levels and practices. In evaluating the compensation of our named executive officers, our compensation committee considers the recommendations of our Chairman. Our compensation committee also considers our Chief Executive Officer’s recommendations with respect to the compensation of his direct 45 | Fidelity National Financial, Inc. | | | | | | | |
reports. In making their recommendations, our Chairman and Chief Executive Officer review the performance of the other named executive officers, job responsibilities, importance to our overall business strategy, and our compensation philosophy. Neither our Chairman nor our Chief Executive Officer makes a recommendation to our compensation committee regarding his own compensation. The compensation decisions are not formulaic, and the members of our compensation committee did not assign precise weights to the factors listed above. Our compensation committee utilized their individual and collective business judgment to review, assess, and approve compensation for our named executive officers. To assist our compensation committee, the compensation consultant conducted marketplace reviews of the compensation we pay to our executive officers. They gathered marketplace compensation data on total compensation, which consists of annual salary, annual incentives, long-term incentives, executive benefits, executive ownership levels, overhang and dilution from our omnibus incentive plan, compensation levels as a percent of revenue, pay mix and other key statistics. This data is collected and analyzed twice during the year, once in the first quarter and again in the fourth quarter. The marketplace compensation data provides a point of reference for our compensation committee, but our compensation committee ultimately makes subjective compensation decisions based on all of the factors described above. 45 | Fidelity National Financial, Inc. | | |
For 2019,2021, Mercer used two marketplace data approaches: (1) an aggregation of threetwo general executive compensation surveys with a specific focus on companies with revenues of between $5 billion and $20 billion, and (2) compensation information for a group of 15 companies, or the FNF peer group.group. In light of our smaller scale following the spin off of Cannae, and to better align with our business model and reduce the number of industry sectors from which the peers are selected,2021, Mercer recommended, and our compensation committee approved, removing Automatic Data Processing,CNO Financials Group, Inc. (as it falls outside of the target revenue range), DXC Technology Company, Marsh & McLennan Companies, Inc, Discoverand Aon plc (as it was the only insurance brokerage business our prior peer group), and adding two larger corporations, Aflac Incorporated and The Hartford Financial Services Alleghany Corporation, Everest Re Group Ltd., and Reinsurance Group of America Incorporated, and the addition of Arch Capital Group Ltd., Cincinnati Financial Corporation, Old Republic International, and CNO Financial Group, Inc. Additionally, XL Group Ltd., which was in the peer group used by Mercer in 2018 was acquired by AXA, and was therefore removed from the peer group.to account for FNF’s growth. Our peer group was based on a size range of approximately 1/2 to 2 times that of FNF’s revenue, and with consideration giventhe changes made to the peer group in 2021, we are positioned between the 50th and 75th percentiles for revenue and near the median for both market capitalization and enterprise value. When selecting the peer group, we consider a combination of factors including revenues, assets, and market capitalization, industry focus (generally the insurance industry based on Global Industry Classification Standard (GICS) Code),Code, nature and complexity of operations, and because they compete with us for business and/or executive talent. When defining the peer group, our compensation committee, working with the compensation consultant, considered but were not limited by the standards used by ISS for identifying peer groups for public companies. companies, and whether the company competes with us for business and/or executive talent. The 20192021 peer group consisted of: Aflac Incorporated | Lincoln National Corp. | American Financial Group | Genworth Financial, Inc. | Aon plc | Lincoln National Corp.Loews Corporation | Arch Capital Group Ltd. | Loews Corporation | Assurant Inc. | Old Republic International | Cincinnati Financial CorporationAssurant Inc. | Principal Financial Group, Inc. | CNAAthene Holdings, Inc. | The Hartford Financial Services Group, Inc. | Cincinnati Financial Corporation | Unum Group | CNOCNA Financial Group, Inc.Corporation | W.R. Berkley Corporation | First American Financial Corporation | |
The compensation committee targeted pay levels within a reasonable range around the 50th percentile of the data when considering our
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Our named executive officers’ 20192021 total direct compensation (consisting of base salaries, annual performance-based cash incentives and long-term equity incentives.incentives) generally fell within a range around the 50th percentile of the peer group data, with base salaries falling slightly below the 50th percentile. This approach aligns with our philosophy of emphasizing variable performance-based compensation over fixed compensation. While the compensation decisions of our compensation committee ultimately were subjective judgments, our compensation committee also considered the following factors in making compensation decisions for our named executive officers. In determining the total compensation for Mr. Quirk, our compensation committee considered his more than 35 years of experience with FNF working in the title business and his importance to the continued successful operation of FNF’s title business. In determining the total compensation for Mr. Nolan, our compensation committee considered his role and responsibility for oversight of our title operations, his involvement in our investor relations, as well as his more than 35 years of experience with FNF. In determining the total compensation for Mr. Park, our compensation committee considered his role and responsibility for Fidelity National Financial, Inc. | 46 | | |
accounting and financial reporting matters, as well as his 30 years of experience with FNF. In determining the total compensation for Mr. Jewkes, our compensation committee considered his role and responsibility for oversight of our day to day title operations, as well as his 34more than 35 years of experience with FNF and its predecessor companies. In determining the total compensation for Mr. Sadowski, our compensation committee considered his role and responsibility for legal and underwriting matters, as well as his more than 30 years of experience with FNF. The marketplace compensation information in this discussion is not deemed filed or a part of this compensation discussion and analysis for certification purposes. OUR NAMED EXECUTIVE OFFICERS HAVE SIGNIFICANT OWNERSHIP STAKES We have formal stock ownership guidelines for all corporate officers, including our named executive officers and members of our board of directors. The guidelines were established to encourage such individuals to hold a multiple of their base salary (or annual retainer) in our common stock and thereby align a significant portion of their own economic interests with those of our shareholders. Further, the award agreements for our 20192021 restricted stock awards provide that our executives who do not hold shares of our stock with a value sufficient to satisfy the applicable stock ownership guidelines must retain 50% of the shares acquired as a result of the lapse of vesting restrictions (excluding shares withheld in satisfaction of tax withholding obligations) until the executive satisfies the applicable stock ownership guideline. The ownership levels are shown in the “Security Ownership of Management and Directors” table below. The guidelines call for the executive or director to reach the ownership multiple within four years. Shares of restricted stock count toward meeting the guidelines. The guidelines, including those applicable to non-employee directors, are as follows: Position | Minimum Aggregated Value | Chairman of the Board | 10 × annual cash retainer | Chief Executive Officer | 5 × base salary | Other Officers | 2 × base salary | Members of the Board | 5 × annual cash retainer |
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Our named executive officers and our board of directors maintain significant long-term investments in our company. As of December 31, 2019,2021, each of our named executive officers and non- employeenon-employee directors holdings of our stock significantly exceeded these stock ownership guidelines. Collectively, as reported in the table “Security Ownership of Management and Directors,” our named executive officers and directors beneficially own an aggregate of 11,054,21713,338,253 shares of our common stock as of April 13, 2020,18, 2022, which represents 4.1%approximately 5.1% of our outstanding common stock with a value of approximately $300.1$560 million based on the closing price of our common stock on that date. The fact that our executives and directors hold such a large investment in our shares is part of our culture and our compensation philosophy. Management’s sizable investment in our shares aligns their economic interests directly with the interests of our shareholders, and their wealth will rise and fall as our share price rises and falls. This promotes teamwork among our management team and strengthens the team’s focus on achieving long-term results and increasing shareholder return. 47 | Fidelity National Financial, Inc. | | |
HEDGING AND PLEDGING POLICY In order to more closely align the interests of our directors and executive officers with those of our shareholders and to protect against inappropriate risk-taking, we maintain a hedging and pledging policy, which prohibits our executive officers and directors from engaging in hedging or monetization transactions with respect to our securities, engaging in short-term or speculative transactions in our securities that could create heightened legal risk and/or the appearance of improper or inappropriate conduct or holding FNF securities in margin accounts or pledging them as collateral for loans without our approval. None of our executives or directors had outstanding hedges of our securities as of December 31, 2019.2021. CLAWBACK POLICY We maintain a clawback policy that provides for the recovery of incentive-based compensation from our executive officers if we are required to prepare an accounting restatement due to material noncompliance with financial reporting requirements, and the incentive-based compensation paid during the preceding three-year period would have been lower had the compensation been based on the restated financial results. TAX AND ACCOUNTING CONSIDERATIONS Our compensation committee considers the impact of tax and accounting treatment when determining executive compensation. In general, Section 162(m) of the Internal Revenue Code places a limit of $1,000,000 on the amount that can be deducted in any one-yearone year for compensation paid to certain executive officers. Before being repealed byThe Company’s principal executive officer and principal financial officer serving at any time during the Tax Cutstaxable year, its three other most highly compensated executive officers employed at the end of the taxable year and Jobs Act in 2017, thereany employee who was an exception for certain performance- based compensation. The Tax Cuts and Jobs Act eliminated the performance-based compensation exceptioncovered under Section 162(m) for awardsany earlier tax year that are not grandfathered and it increased the coverage of Section 162(m) to, among other things, include Chief Financial Officers and any individual who was subject to the Section 162(m) limitation in tax years beginningbegan after December 31, 2016 even after employment ends. These changes will cause more of our named executive officer’s compensation to be non-deductible under Section 162(m) in the future, and eliminates our ability to structure performance-based awards to be exempt fromcovered by Section 162(m). While our compensation committee considers the deductibility of awardscompensation as one factor in determining executive compensation, the compensation committee also looks at other factors in making its decisions, as noted above, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible for tax purposes. | Fidelity National Financial, Inc. | 48 | | | | | | |
Our compensation committee also considers the accounting impact when structuring and approving awards. We account for share based payments including stock option grants, in accordance with ASC Topic 718, which governs the appropriate accounting treatment of share basedshare-based payments under generally accepted accounting principles (GAAP). Fidelity National Financial, Inc. | 48 | | |
COMPENSATION COMMITTEE REPORT The compensation committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management, and the compensation committee recommended to the board that the Compensation Discussion and Analysis be included in this proxy statement. THE COMPENSATION COMMITTEE Richard N. Massey Daniel D. (Ron) Lane, Chair Heather H. Murren Cary H. Thompson
EXECUTIVE COMPENSATION The following table contains information concerning the cash and non cashnon-cash compensation awarded to or earned by our named executive officers for the years indicated. SUMMARY COMPENSATION TABLE Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | Raymond R. Quirk Chief Executive Officer | 2019 | 1,000,000 | — | 4,675,038 | — | 3,500,000 | 471,110 | 9,646,148 | 2018 | 1,000,000 | — | 4,674,991 | — | 3,061,902 | 341,790 | 9,078,683 | 2017 | 1,000,000 | — | 4,674,993 | — | 3,000,000 | 286,223 | 8,961,216 | Anthony J. Park Executive Vice President and Chief Financial Officer | 2019 | 565,000 | — | 1,166,032 | — | 1,186,500 | 194,494 | 3,112,026 | 2018 | 525,000 | — | 1,166,009 | — | 1,088,950 | 182,751 | 2,962,710 | 2017 | 525,000 | — | 1,165,990 | — | 1,591,273 | 138,538 | 3,420,801 | Michael J. Nolan President | 2019 | 680,000 | — | 1,802,016 | — | 1,768,000 | 237,192 | 4,487,208 | 2018 | 630,000 | — | 1,802,002 | — | 1,617,869 | 183,273 | 4,233,144 | 2017 | 630,000 | — | 1,801,998 | — | 1,575,500 | 90,848 | 4,098,346 | Roger Jewkes Chief Operating Officer | 2019 | 680,000 | — | 1,590,006 | — | 1,768,000 | 272,542 | 4,310,548 | 2018 | 630,000 | — | 1,590,015 | — | 1,617,869 | 275,744 | 4,113,628 | 2017 | 630,000 | — | 1,589,983 | — | 1,575,500 | 281,774 | 4,077,257 | Peter T. Sadowski Executive Vice President and Chief Legal Officer | 2019 | 550,000 | — | 1,166,032 | — | 1,171,500 | 238,116 | 3,125,648 |
Name and Principal Position | Fiscal Year | Salary ($)1 | Bonus ($)2 | Stock Awards ($)3 | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) 4 | All Other Compensation ($)5 | Total ($) | Raymond R. Quirk Chief Executive Officer* | 2021 | 1,038,462 | — | 5,390,000 | — | 3,500,000 | 529,459 | 10,457,921 | 2020 | 888,077 | 3,500,000 | 4,900,000 | — | — | 428,791 | 9,716,868 | 2019 | 1,000,000 | — | 4,675,038 | — | 3,500,000 | 471,110 | 9,646,148 | Michael J. Nolan President* | 2021 | 756,731 | — | 2,090,000 | — | 1,950,000 | 238,670 | 5,035,401 | 2020 | 628,215 | 1,768,000 | 1,900,000 | — | — | 217,142 | 4,513,357 | 2019 | 680,000 | — | 1,802,016 | — | 1,768,000 | 237,192 | 4,487,208 | Roger Jewkes Chief Operating Officer | 2021 | 709,308 | — | 1,842,500 | — | 1,950,000 | 259,860 | 4,761,668 | 2020 | 628,215 | 1,768,000 | 1,675,000 | — | — | 241,362 | 4,312,577 | 2019 | 680,000 | — | 1,590,006 | — | 1,768,000 | 272,542 | 4,310,548 |
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Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | Brent B. Bickett* Executive Vice President, Corporate Strategy | 2019 | 362,252 | — | — | — | 1,240,875 | 4,477,056 | 6,080,183 | 2018 | 405,500 | — | 1,606,466 | — | 1,241,601 | 335,989 | 3,589,556 | 2017 | 550,500 | — | 1,606,477 | — | 4,869,138 | 277,662 | 7,303,777 |
Name and Principal Position | Fiscal Year | Salary ($)1 | Bonus ($)2 | Stock Awards ($)3 | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) 4 | All Other Compensation ($)5 | Total ($) | Anthony J. Park Executive Vice President and Chief Financial Officer | 2021 | 586,731 | — | 1,410,860 | — | 1,186,500 | 213,395 | 3,397,486 | 2020 | 521,973 | 1,186,500 | 1,282,600 | — | — | 197,303 | 3,188,376 | 2019 | 565,000 | — | 1,166,032 | — | 1,186,500 | 194,494 | 3,112,026 | Peter T. Sadowski Executive Vice President and Chief Legal Officer | 2021 | 571,154 | — | 1,347,500 | — | 1,155,000 | 184,417 | 3,258,071 | 2020 | 508,115 | 1,155,000 | 1,225,000 | — | — | 171,473 | 3,059,588 | 2019 | 550,000 | — | 1,166,032 | — | 1,171,500 | 238,116 | 3,125,648 |
*Effective November 1, 2019, Mr. BickettQuirk transitioned to a non-executive employeethe role of Executive Vice-Chairman and his salary was reducedMr. Nolan transitioned to $44,200.the role of Chief Executive Officer on February 1, 2022. | 1. | Amounts shown are not reduced to reflect the named executive officers’ elections, if any, to defer receipt of salary into our 401(k) plan, ESPP, or deferred compensation plans. |
| 2. | Represents discretionary bonuses earned in 2020 under our annual incentive plan by each executive. |
2. | 3. | Represents the grant date fair value of the restricted stock awards granted in 2019 computed in accordance with ASC Topic 718, excluding forfeiture assumptions. See the Grants of Plan-Based Awards table for details regarding each award. Assumptions used in the calculation of these amounts are included in Note OU to our audited financial statements for the fiscal year ended December 31, 20192021 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 14, 2020.25, 2022. The restricted stock awards are performance based.performance-based. |
| | 3.4. | Represents performance-based compensation earned in 2019 under our annual incentive plan by each executive. |
| | 4.5. | Amounts shown for 2019 include matching contributions to our ESPP; dividends paid with respect to restricted stock that vested in 2019,2021, which were withheld during the period of restriction and paid upon vesting; life insurance premiums paid by us; health insurance fees paid by us under the executive medical plan; personal use of a company airplane; automobile allowance; reimbursement of escrow expenses; automobile allowance; and matching contributions to our 401(k) plan as reflected in the table below. In connection with Mr. Bickett’s transition to a non-executive role, amounts include accrued vacation payment; payment of one year of life insurance and COBRA premium; and a transition-based payment. |
| Quirk ($) | Park ($) | Nolan ($) | Jewkes ($) | Sadowski ($) | Bickett ($) | Quirk ($) | Nolan ($) | Jewkes ($) | Park ($) | Sadowski ($) | ESPP Matching Contributions | 50,005 | 39,378 | 15,753 | 47,259 | 38,817 | 35,855 | 44,404 | 15,705 | 47,116 | 39,148 | 38,108 | Restricted Stock Dividends | 344,370 | 87,629 | 139,196 | 123,226 | 87,629 | 120,729 | 361,872 | 139,653 | 123,201 | 91,150 | 90,299 | Life Insurance Premiums | 321 | 207 | 594 | 1,143 | 387 | 334 | 617 | 402 | 1,187 | Personal Airplane Use | 27,430 | — | 28,183 | 66,518 | 86,109 | 52,168 | — | Executive Medical | 42,684 | 60,980 | 42,684 | 60,980 | 53,395 | 76,282 | 53,395 | Company Match – 401(k) | 6,300 | 6,300 | 6,300 | 1,325 | 6,300 | 6,413 | 1,428 | Escrow Reimbursement | — | 14,369 | — | | Escrow Expense Reinbursement | | 10,874 | — | Automobile Allowance | — | 6,000 | — | — | 6,231 | — | Accrued Vacation Payout | — | 31,192 | | Life Insurance and COBRA Coverage Payout | — | — | 71,504 | | Salary and Bonus Payout | — | 4,064,000 | |
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GRANTS OF PLAN-BASED AWARDS The following tables set forth information concerning awards granted to the named executive officers during the fiscal year ended December 31, 2019.2021. | | Estimated Future Payouts Under Non Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | (J) Grant Date Fair Value of Stock and Option Awards ($)(3) | | Estimated Future Payouts Under Non Equity Incentive Plan Awards(1) | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | (J) Grant Date Fair Value of Stock and Option Awards ($)(3) | (A) Name | (B) Grant Date | (C) Award Type | (D) Threshold ($) | (E) Target ($) | (F) Maximum ($) | (G) Threshold (#) | (H) Target (#) | (I) Maximum (#) | (B) Grant Date | (C) Award Type | (D) Threshold ($) | (E) Target ($) | (F) Maximum ($) | (G) Threshold (#) | (H) Target (#) | (I) Maximum (#) | Raymond R. Quirk | 10/31/2019 | Performance Based Restricted Stock | — | — | — | 101,986 | — | 4,675,038 | 11/4/2021 | Performance Based Restricted Stock | — | — | — | 111,641 | — | 5,390,000 | 4/12/2019 | Annual Incentive Plan | 875,000 | 1,750,000 | 3,500,000 | — | 3/26/2021 | Annual Incentive Plan | 875,000 | 1,750,000 | 3,500,000 | — | — | — | Anthony J. Park | 10/31/2019 | Performance Based Restricted Stock | — | — | — | 25,437 | — | 1,166,032 | | 4/12/2019 | Annual Incentive Plan | 296,625 | 593,250 | 1,186,500 | — | | Michael J. Nolan | 10/31/2019 | Performance Based Restricted Stock | — | — | — | 39,311 | — | 1,802,016 | 11/4/2021 | Performance Based Restricted Stock | — | — | — | 43,290 | — | 2,090,000 | 4/12/2019 | Annual Incentive Plan | 442,000 | 884,000 | 1,768,000 | — | 3/26/2021 | Annual Incentive Plan | 487,500 | 975,000 | 1,950,000 | — | — | — | Roger S. Jewkes | 10/31/2019 | Performance Based Restricted Stock | — | — | — | 34,686 | — | 1,590,006 | 11/4/2021 | Performance Based Restricted Stock | — | — | — | 38,163 | — | 1,842,500 | 4/12/2019 | Annual Incentive Plan | 442,000 | 884,000 | 1,768,000 | — | 3/26/2021 | Annual Incentive Plan | 487,500 | 975,000 | 1,950,000 | — | — | — | — | Anthony J. Park | | 11/4/2021 | Performance Based Restricted Stock | — | — | — | 29,223 | — | 1,410,860 | | 3/26/2021 | Annual Incentive Plan | 296,625 | 593,250 | 1,186,500 | — | — | — | — | Peter T. Sadowski | 10/31/2019 | Performance Based Restricted Stock | — | — | — | 25,437 | — | 1,166,032 | 11/4/2021 | Performance Based Restricted Stock | — | — | — | 27,911 | — | 1,347,500 | 4/12/2019 | Annual Incentive Plan | 292,875 | 585,750 | 1,171,500 | — | 3/26/2021 | Annual Incentive Plan | 288,750 | 577,500 | 1,155,000 | — | — | — | — | Brent B. Bickett | 4/12/2019 | Annual Incentive Plan | 426,637 | 853,275 | 1,706,550 | — | |
| 1. | With respect to the annual incentive plan, the amount shown in column (D) is 50% of the target amount shown in column (E), and the amount shown in column (F) is 200% of the target amount shown in column (E). |
| 2. | The amounts shown in column (H) reflect the number of shares of performance-based restricted stock granted to each named executive officer under our omnibus plan. |
| 3. | The amounts shown in column (J) represent the grant date fair value of each restricted stock award based upon a $48.28 per share grant date fair value. |
51 | Fidelity National Financial, Inc. | | | | | | | |
1. With respect to the annual incentive plan, the amount shown in column (d) is 50% of the target amount shown in column (e), and the amount shown in column (f) is 200% of the target amount shown in column (e). The actual amount paid to Mr. Bickett was prorated for the portion of the year he served as our Executive Vice President, Corporate Strategy (January 1, 2019 through October 31, 2019), and is included under Non-Equity Incentive Compensation in the Summary Compensation Table above.
2. The amounts shown in column (h) reflect the number of shares of performance-based restricted stock granted to each named executive officer under our omnibus plan.
3. The amounts shown in column ( j) represent the grant date fair value of each restricted stock award based upon a $45.84 per share grant date fair value.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR ENDYEAR-END The following table sets forth certain information with respect to outstanding equity awards held by our named executive officers at December 31, 2019.2021. | | Option Awards | Stock Awards(1) | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | Raymond R. Quirk | 11/21/2013 | 656,181 | — | 17.76 | 11/21/2020 | — | — | — | — | 11/3/2014 | 232,640 | — | 21.84 | 11/3/2021 | — | — | — | — | 10/29/2015 | 300,273 | — | 25.53 | 10/29/2022 | — | — | — | — | 10/30/2017 | — | — | — | — | 41,947 | 1,902,296 | — | — | 10/26/2018 | — | — | — | — | 96,432 | 4,373,191 | — | — | 10/31/2019 | — | — | — | — | — | — | 101,986 | 4,625,065 | Anthony J. Park | 10/30/2017 | — | — | — | — | 10,462 | 474,452 | — | — | 10/26/2018 | — | — | — | — | 24,052 | 1,090,758 | — | — | 10/31/2019 | — | — | — | — | — | — | 25,437 | 1,153,568 | Michael J. Nolan | 11/3/2014 | 75,608 | — | 21.84 | 11/3/2021 | — | — | — | — | 10/29/2015 | 116,014 | — | 25.53 | 10/29/2022 | — | — | — | — | 10/30/2017 | — | — | — | — | 16,169 | 733,264 | — | — | 10/26/2018 | — | — | — | — | 37,170 | 1,685,660 | — | — | 10/31/2019 | — | — | — | — | — | — | 39,311 | 1,782,754 |
| | Option Awards | Stock Awards1 | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | Raymond R. Quirk | 10/29/2015 | 200,273 | — | 25.53 | 10/29/2022 | — | — | — | — | 10/31/2019 | — | — | — | — | 33,996 | 1,773,911 | — | — | 11/06/2020 | — | — | — | — | 97,805 | 5,103,465 | — | — | 11/04/2021 | — | — | — | — | — | — | 111,641 | 5,825,427 | Michael J. Nolan | 10/31/2019 | — | — | — | — | 13,104 | 683,767 | — | — | 11/06/2020 | — | — | — | — | 37,925 | 1,978,927 | — | — | 11/04/2021 | — | — | — | — | — | — | 43,290 | 2,258,872 | Roger Jewkes | 10/31/2019 | — | — | — | — | 11,562 | 603,305 | — | — | 11/06/2020 | — | — | — | — | 33,434 | 1,744,586 | — | — | 11/04/2021 | — | — | — | — | — | — | 38,163 | 1,991,345 | Anthony J. Park | 10/31/2019 | — | — | — | — | 8,479 | 442,434 | — | — | 11/06/2020 | — | — | — | — | 25,602 | 1,335,912 | — | — | 11/04/2021 | — | — | — | — | — | — | 29,223 | 1,524,856 | Peter T. Sadowski | 10/31/2019 | — | — | — | — | 8,479 | 442,434 | — | — | 11/06/2020 | — | — | — | — | 24,452 | 1,275,905 | — | — | 11/04/2021 | — | — | — | — | — | — | 27,911 | 1,456,396 |
Chart Continued4
| 1. | We made the October 2019, November 2020 and November 2021 stock awards under the omnibus incentive plan. The October 2019 grants vest in equal installments over a period of three years on each anniversary of the grant date provided that we achieve title operating margin of 9% in our title segment in at least two of the five quarters beginning October 1, 2019. The November 2020 grants vest in equal installments over a period of three years on each anniversary of the grant date provided that we achieve title operating margin of 9.5% in our title segment in at least two of the five quarters beginning October 1, 2020. The November 2021 grants vest in equal installments over a period of three years on each anniversary of the grant date provided that we achieve title operating margin of 12% in our title segment in at least two of the five quarters beginning October 1, 2021. Market values are based on the December 31, 2021 closing price of $52.18 per share. |
| Fidelity National Financial, Inc. | 52 | | | | | | |
Roger Jewkes | 10/29/2015 | 102,365 | — | 25.53 | 10/29/2022 | — | — | — | — | 10/30/2017 | — | — | — | — | 14,267 | 647,008 | — | — | 10/26/2018 | — | — | — | — | 32,798 | 1,487,389 | — | — | 10/31/2019 | — | — | — | — | — | — | 34,686 | 1,573,010 | Peter T. Sadowski | 10/30/2017 | — | — | — | — | 10,462 | 474,452 | — | — | 10/26/2018 | — | — | — | — | 24,052 | 1,090,758 | — | — | 10/31/2019 | — | — | — | — | — | — | 25,437 | 1,153,568 | Brent B. Bickett | 11/3/2014 | 58,160 | — | 21.84 | 11/3/2021 | — | — | — | — | 10/30/2017 | — | — | — | — | 14,415 | 653,720 | — | — | 10/26/2018 | — | — | — | — | 33,137 | 1,502,763 | — | — |
1. We made the October 2017, October 2018 and October 2019 stock awards under the omnibus incentive plan. The October 2017 grants vest in equal installments over a period of three years on each anniversary of the grant date provided that we achieve title operating margin of 8.5% in our title segment in at least two of the five quarters beginning October 1, 2017. The October 2018 grants vest in equal installments over a period of three years on each anniversary of the grant date provided that we achieve title operating margin of 8.5% in our title segment in at least two of the five quarters beginning October 1, 2018. The October 2019 grants vest in equal installments over a period of three years on each anniversary of the grant date provided that we achieve title operating margin of 9% in our title segment in at least two of the five quarters beginning October 1, 2019. Market values are based on the December 31, 2019 closing price of $45.35 per share.
OPTION EXERCISES AND STOCK VESTED The following table sets forth information concerning each exercise of stock options, stock appreciation rights and similar instruments, and each vesting of stock, including restricted stock, restricted stock units and similar instruments, during the fiscal year ended December 31, 20192021 for each of the named executive officers on an aggregated basis: | Option Awards | Stock Awards | Option Awards | Stock Awards | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | Raymond R. Quirk | 120,578 | 3,467,570 | 146,450 | 6,671,601 | 332,640 | 7,440,796 | 131,113 | 6,420,357 | Anthony J. Park | 97,323 | 1,824,412 | 37,057 | 1,688,072 | | Michael J. Nolan | 75,884 | 1,998,185 | 58,690 | 2,659,059 | 76,014 | 1,167,773 | 50,651 | 2,480,381 | Roger Jewkes | 160,148 | 3,848,160 | 51,937 | 2,350,855 | — | 44,677 | 2,187,821 | Anthony J. Park | | — | 33,305 | 1,631,403 | Peter T. Sadowski | 64,883 | 1,260,871 | 37,057 | 1,688,072 | — | 32,730 | 1,602,750 | Brent B. Bickett | 174,548 | 3,668,444 | 51,055 | 2,325,729 | |
EMPLOYMENT AGREEMENTS We have entered into employment agreements with all of our named executive officers. Additional information regarding post-termination benefits provided under these employment agreements can be found in the “Potential Payments upon Termination or Change in Control” section. 53 | Fidelity National Financial, Inc. | | |
RAYMOND R. QUIRK We entered into a three-year amended and restated employment agreement with Mr. Quirk, effective October 10, 2008 with a provision for automatic annual extensions beginning on the first anniversary of the effective date and continuing thereafter unless either party provides timely notice that the term should not be extended. Pursuant to the terms of the 2008 agreement, Mr. Quirk’s minimum annual base salary iswas $740,000, with an annual cash incentive target of 150% of his annual base salary, with amounts payable depending on performance relative to targeted results. Mr. Quirk iswas entitled to supplemental disability insurance sufficient to provide at least 2/3 of his pre-disability base salary, and Mr. Quirk and his eligible dependents arewere entitled to medical and other insurance coverage we provide to our other top executives as a group. Mr. Quirk iswas also entitled to, but doesdid not receive, the payment of initiation and membership dues in any social or recreational clubs that we deemdeemed appropriate to maintain our business relationships, and he iswas eligible to receive equity grants under our equity incentive plans, as determined by our compensation committee. Mr. Quirk’s employment agreement containscontained provisions related to the payment of benefits upon certain termination events. The details of these provisions are set forth in the “Potential Payments upon Termination or Change in Control” section. ANTHONY J. PARK
WeIn connection with Mr. Quirk’s transition from Chief Executive Officer to Executive Vice-Chairman of our Board, we entered into a three-year amendedAmended and restated employment agreementRestated Employment Agreement with Mr. Park,Quirk effective October 10, 2008as of February 1, 2022, with a provision for automatic annual extensions beginning on the first anniversary of the effective dateEffective Date and continuing thereafter unless either party provides
53 | Fidelity National Financial, Inc. | | | | | | | |
timely notice that the term should not be extended. UnderPursuant to the terms of the 2008of Mr. Quirk’s new employment agreement, Mr. Park’shis minimum annual base salary is $375,000, with$750,000 and his an annual cash incentive target equal to at least 100%is 150% of his annual base salary, with amounts payable depending on performance relative to targeted results. Mr. Park is entitled to supplemental disability insurance sufficient to provide at least 2/3 of his pre- disability base salary, and Mr. ParkQuirk and his eligible dependents are entitled and shall be eligible to medical and other insurance coverage we provide to our other top executives as a group. Mr. ParkQuirk is also entitled to, but does not receive, the payment of initiation and membership dues in any social or recreational clubs that we deem appropriate to maintain our business relationships, and he is eligible to receive equity grants under our equity incentive plans, as determined by our compensation committee. Mr. Park’s employment agreement contains provisions related to the payment of benefits upon certain termination events. The details of these provisions are set forth in the “Potential Payments upon Termination or Change in Control” section.
MICHAEL J. NOLAN We entered into a three-year amended and restated employment agreement with Mr. Nolan, effective March 2, 2016 with a provision for automatic annual extensions beginning on the second anniversary of the effective date and continuing thereafter unless either party provides timely notice that the term should not be extended. Under the terms of the 2016 agreement, Mr. Nolan iswas entitled to a minimum annual base salary of $575,000 and an annual cash bonus target of 100% of his annual base salary, with amounts payable depending on performance relative to targeted results. Mr. Nolan and his eligible dependents were entitled to medical and other insurance coverage we provide to our other top executives as a group. Mr. Nolan was also eligible to receive equity grants under our equity incentive plans, as determined by our compensation committee. Mr. Nolan’s employment agreement contained provisions related to the payment of benefits upon certain termination events. The details of these provisions are set forth in the “Potential Payments upon Termination or Change in Control” section. In connection with Mr. Nolan’s transition from President to Chief Executive Officer, we entered into a three-year Amended and Restated Employment Agreement effective as of February 1, 2022 with a provision for automatic annual extensions beginning on the first anniversary of the Effective Date and continuing thereafter unless either party provides timely notice that the term should not be extended. Pursuant to the terms of Mr. Nolan’s new employment agreement, Mr. Nolan is entitled to an annual base salary is $900,000 and an annual incentive target is 150% of his annual base salary, with amounts payable depending on performance relative to targeted results. Mr. Nolan and his eligible dependents are entitled to medical and other insurance coverage we provide to our other top executives as a group. Mr. Nolan is also eligible to receive equity grants under our equity incentive plans, as determined by our compensation committee. Fidelity National Financial, Inc. | 54 | | |
Mr. Nolan’s employment agreement contains provisions related to the payment of benefits upon certain termination events. The details of these provisions are set forth in the “Potential Payments upon Termination or Change in Control” section.
ROGER S. JEWKES We entered into a three-year amended and restated employment agreement with Mr. Jewkes, effective March 3, 2016 with a provision for automatic annual extensions beginning on the second anniversary of the effective date and continuing thereafter unless either party provides timely notice that the term should not be extended. Under the terms of the 2016 agreement, Mr. Jewkes is entitled to a minimum annual base salary of $630,000 and an annual cash bonus target of 100% of his annual base salary, with amounts payable depending on performance relative to targeted results. Mr. Jewkes and his eligible dependents are entitled to medical and other insurance coverage we provide to our other top executives as a group. Mr. Jewkes is also eligible to receive equity grants under our equity incentive plans, as determined by our compensation committee. Mr. Jewkes’ employment agreement contains provisions related to the payment of benefits upon certain termination events. The details of these provisions are set forth in the “Potential Payments upon Termination or Change in Control” section. | Fidelity National Financial, Inc. | 54 | | | | | | |
ANTHONY J. PARK We entered into a three-year amended and restated employment agreement with Mr. Park, effective October 10, 2008 with a provision for automatic annual extensions beginning on the first anniversary of the effective date and continuing thereafter unless either party provides timely notice that the term should not be extended. Under the terms of the 2008 agreement, Mr. Park’s minimum annual base salary is $375,000, with an annual cash incentive target equal to at least 100% of his annual base salary, with amounts payable depending on performance relative to targeted results. Mr. Park is entitled to supplemental disability insurance sufficient to provide at least 2/3 of his pre-disability base salary, and Mr. Park and his eligible dependents are entitled to medical and other insurance coverage we provide to our other top executives as a group. Mr. Park is also entitled to, but does not receive, the payment of initiation and membership dues in any social or recreational clubs that we deem appropriate to maintain our business relationships, and he is eligible to receive equity grants under our equity incentive plans, as determined by our compensation committee. Mr. Park’s employment agreement contains provisions related to the payment of benefits upon certain termination events. The details of these provisions are set forth in the “Potential Payments upon Termination or Change in Control” section. PETER T. SADOWSKI We entered into a three-year amended and restated employment agreement with Mr. Sadowski, effective July 23, 2008 with a provision for automatic annual extensions beginning on the first anniversary of the effective date and continuing thereafter unless either party provides timely notice that the term should not be extended. Under the terms of the 2008 agreement, Mr. Sadowski’s minimum annual base salary is $460,000, with an annual cash incentive target of 150% of105% his annual base salary, with amounts payable depending on performance relative to targeted results. Mr. Sadowski is entitled to supplemental disability insurance sufficient to provide at least 2/3 of his pre-disability base salary, and Mr. Sadowski and his eligible dependents are entitled to medical and other insurance coverage we provide to our other top executives as a group. Mr. Sadowski is also entitled to, but does not receive, the payment of initiation and membership dues in any social or recreational clubs that we deem appropriate to maintain our business relationships, and he is eligible to receive equity grants under our equity incentive plans, as determined by our compensation committee. Mr. Sadowski’s employment agreement contains provisions related to the payment of benefits upon certain termination events. The details of these provisions are set forth in the “Potential Payments upon Termination or Change in Control” section. BRENT B. BICKETT
Until November 1, 2019, we were a party to an amended and restated employment agreement with Mr. Bickett relating to his service as Executive Vice President, Corporate Strategy. The employment agreement provided for Mr. Bickett to receive a base salary of no less than $550,500 per year, for Mr. Bickett to be eligible for an annual incentive bonus, with a target opportunity of not less than 150% of his annual base salary, and for Mr. Bickett to be entitled to benefits similar to those we provided to our other executives.
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On November 1, 2019, in connection with Mr. Bickett’s transition to a non-executive employee, we entered into an employment letter agreement with Mr. Bickett for a term ending on December 31, 2021. Mr. Bickett’s employment agreement was terminated by the employment letter agreement, and he entered into a general release with the Company in connection therewith. Under the employment letter agreement, Mr. Bickett is entitled to (i) accrued obligations consisting of unpaid base salary and unused vacation pay; (ii) a pro-rated portion of his annual bonus under the 2019 annual incentive plan for the portion of the year he served as Executive Vice President, Corporate Strategy, reduced by $217,500 in light of his service as President of Cannae; (iii) a lump-sum payment consisting of his current annual base salary plus his highest annual incentive plan payment in the last three years, multiplied by 200%; (iv) continued vesting of his restricted stock awards, although he is not entitled to receive any additional equity awards; (iv) continued participation in our executive medical plan; and (v) a lump-sum payment equal to one year of life insurance and COBRA premiums.
In considering the transition payments to Mr. Bickett, our compensation committee considered his long tenure as an executive of FNF and his leadership in the execution of our mergers and acquisition and corporate finance strategies. Mr. Bickett’s deep knowledge and leadership in these areas have contributed significantly to our growth, operational success and strong financial results. The committee also considered that Mr. Bickett would continue as a non- executive employee and would continue to be available to our executives and our board of directors as needed.
ANNUAL INCENTIVE AWARDS In 2019,March 2021, our compensation committee approved performance-based cash incentive award opportunities for our named executive officers. The performance-based cash incentive award opportunities are calculateddetermined by multiplying base salary by the named executive officer’s applicable percentage approved by our compensation committee based on the level of performance that we achieved. More information about the annual incentive awards, including the targets and criteria for determining the amounts payable to our named executive officers, can be found in the “Compensation Discussion and Analysis” section. 55 | Fidelity National Financial, Inc. | | | | | | | |
LONG-TERM EQUITY INCENTIVE AWARDS In October 2019,November 2021, our compensation committee approved grants of performance-based restricted stock to all our named executive officers. The performance element applicable to the performance-based restricted stock is based upon achievement of adjusted pre-tax title margin of 9.0%12% in at least two of the five quarters beginning October 1, 2019.2021. The restricted stock also vests proportionately each year over three years based on continued employment with us. More information about the long-term equity incentive awards can be found in the “Compensation Discussion and Analysis” section. NONQUALIFIED DEFERRED COMPENSATION Under our nonqualified deferred compensation plan, which was amended and restated effective January 1, 2009, participants, including our named executive officers, can defer up to 75% of their base salary and 100% of their monthly, quarterly and annual incentives, subject to a minimum deferral of $19,000.$19,500. Deferral elections are made during specified enrollment periods. Deferrals and related earnings are not subject to vesting conditions. Fidelity National Financial, Inc. | 56 | | |
Participants’ accounts are bookkeeping entries only and participants’ benefits are unsecured. Participants’ accounts are credited or debited daily based on the performance of hypothetical investments selected by the participant and may be changed on any business day. Upon retirement, which generally means separation of employment after attaining age 60, an individual may elect either a lump-sum withdrawal or installment payments over 5,105, 10 or 15 years. Similar payment elections are available for pre-retirement survivor benefits. In the event of a termination prior to retirement, distributions are paid over a 5-year period. Account balances less than the applicable Internal Revenue Code Section 402(g) limit will be distributed in a lump sum. Participants can elect to receive in-service distributions in a plan year designated by the participant and these amounts will be paid within two and one-half months from the close of the plan year in which they were elected to be paid. The participant may also petition us to suspend elected deferrals, and to receive partial or full payout under the plan, in the event of an unforeseeable financial emergency, provided that the participant does not have other resources to meet the hardship. Plan participation continues until termination of employment. Participants will receive their account balance in a lump-sum distribution if employment is terminated within two years after a change in control. In 2004, Section 409A of the Internal Revenue Code was passed. Section 409A changed the tax laws applicable to nonqualified deferred compensation plans, generally placing more restrictions on the timing of deferrals and distributions. The deferred compensation plan contains amounts deferred before and after the passage of Section 409A. For amounts subject to Section 409A, which in general terms includes amounts deferred after December 31, 2004, a modification to a participant’s payment elections may be made upon the following events: | • | Retirement:Participants may modify the distribution schedule for a retirement distribution from a lump-sum to annual installments or vice versa, however, a modification to the form of payment requires that the payment(s) commence at least five years after the participant’s retirement, and this election must be filed with the administrator at least 12 months prior to retirement. | Fidelity National Financial, Inc. | 56 | | | | | | |
In-service Distributions:Participants may modify each in-service distribution date by extending it by at least five years; however, participants may not accelerate the in-service distribution date and this election must be filed with the administrator at least 12 months prior to the scheduled in-service distribution date. Deferral amounts that were vested on or before December 31, 2004 are generally not subject to Section 409A and are governed by more liberal distribution provisions that were in effect prior to the passage of Section 409A. For example, a participant may withdraw these grandfathered amounts at any time, subject to a withdrawal penalty of ten percent, or may change the payment elections for these grandfathered amounts if notice is timely provided. The table below describes the contributions and distributions made with respect to the named executive officers’ accounts under our nonqualified deferred compensation plan. Of our named executive officers, only Mr. Jewkes deferred 20192021 compensation under the plan. Messrs.Mr. Quirk and Nolan dodoes not have balancesa balance in the nonqualified deferred compensation plan. 57 | Fidelity National Financial, Inc. | | |
Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | Anthony J. Park | — | — | 85,759 | — | 595,308 | Roger Jewkes | 88,400 | — | 209,027 | — | 2,642,053 | Michael J. Nolan | — | — | 5,054 | — | 28,993 | Peter T. Sadowski | — | — | 92,628 | — | 641,204 |
Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | Anthony J. Park | — | — | 69,896 | — | 339,857 | Roger Jewkes | 161,787 | — | 306,680 | — | 1,926,215 | Michael J. Nolan | — | — | 4,548 | — | 21,318 | Peter T. Sadowski | — | — | 98,987 | — | 474,385 | Brent B. Bickett | — | — | 194,025 | — | 829,443 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL In this section, we discuss the nature and estimated value of payments and benefits we would provide to our named executive officers in the event of termination of employment or a change in control. The amounts described in this section reflect amounts that would have been payable under (i) our plans, and (ii) where applicable, their employment agreements if their employment had terminated on December 31, 2019.2021. The types of termination situations include a voluntary termination by the executive, with or without good reason, a termination by us either for cause or not for cause and termination in the event of disability or death. We also describe the estimated payments and benefits that would be provided upon a change in control without a termination of employment. The actual payments and benefits that would be provided upon a termination of employment would be based on the named executive officers’ compensation and benefit levels at the time of the termination of employment and the value of accelerated vesting of share basedshare-based awards would be dependent on the value of the underlying stock. For each type of employment termination, the named executive officers would be entitled to benefits that are available generally to our domestic salaried employees, such as distributions under our 401(k) savings plan, certain disability benefits and accrued vacation. We have not described or provided an estimate of the value of any payments or benefits under plans or arrangements that do not discriminate in scope, terms or operation in favor of a named executive officer and that are generally available to all salaried employees. In addition to these generally available plans and arrangements, the named executive officers would be entitled to benefits under our nonqualified deferred compensation plan, as described above in the “Nonqualified Deferred Compensation” table and accompanying narrative. 57 | Fidelity National Financial, Inc. | | | | | | | |
POTENTIAL PAYMENTS UNDER EMPLOYMENT AGREEMENTS As discussed above, we have entered into employment or service agreements with our named executive officers. The agreements contain provisions for the payment of severance benefits following certain termination events. Below is a summary of the payments and benefits that the named executive officers would receive in connection with various employment or service termination scenarios.scenarios if their terminations had occurred on December 31, 2021 based on their employment agreements in effect at that time. None of our named executive officers receive payments upon a change of control without a related termination of employment. Fidelity National Financial, Inc. | 58 | | |
Termination Payment | Without Cause or by the Executive for
for Good Reason | Death or Disability1(1) | For Cause or Without Good Reason | Accrued obligations(earned unpaid base salary, annual bonus payments relating to the prior year, and any unpaid expense reimbursements) | ✓ ✓ | ✓ | ✓ | Prorated Annual Bonusbased on the actual incentive the named executive officer would have earned for the year of termination(2)2 | ✓ | ✓ | X ✕ | Lump-sum Paymentequaleequal to a percentage of the sum of the executive’s (a) annual base salary and (b) the target bonus opportunity in the year in which the termination of employment occurs3(3) | ✓ | X✕
| X✕
| Right toconvert any life insuranceprovided by us into an individual policy, plus alump-sum cash payment equal to thirty six36 months (18 months in the case of Messrs. Nolan and Jewkes) of premiums | ✓ | X✕
| X✕
| COBRA coverage(so long as the executive pays the premiums) for a period of three years (18 months in the case of Messrs. Nolan and Jewkes) or, if earlier, until eligible for comparable benefits from another employer, plus alump-sum cash paymentequal to the sum of thirty six36 (18 in the case of Messrs. Nolan and Jewkes) monthly COBRA premium payments | ✓ | X✕
| X✕
| Vesting of all stock option, restricted stock and other equity-based incentive awards, unless the equity incentive awards are based uponsatisfactionof performance criteria and not based solely on the passage of time, which vest pursuant to the terms of the award | ✓ | ✓ | X✕
|
1. Messrs. Quirk’s, Park’s and Sadowski’s employment agreements provide for supplemental disability insurance sufficient to provide at least 2/3 of the executive’s pre-disability base salary. An executive will be deemed to have a “disability” if he is entitled to receive long-term disability benefits under our long-term disability plan.
| 1. | Messrs. Quirk’s, Park’s and Sadowski’s employment agreements provide for supplemental disability insurance sufficient to provide at least 2/3 of the executive’s pre-disability base salary. An executive will be deemed to have a “disability” if he is entitled to receive long-term disability benefits under our long-term disability plan. |
| 2. | The prorated annual bonus is based on the following: |
2. The prorated annual bonus is based on the following:
•
In the event of a termination without Cause or by the executive for Good Reason, the actual incentive the named executive officer would have earned for the year of termination and the fraction of the year the executive was employed by us. •
In the event of a termination for death or disability, the target annual bonus opportunity in the year in which the termination occurs or the prior year if no target annual bonus opportunity has yet been determined and (b) the fraction of the year the executive was employed. 3. The percentage for the lump sump payment for each executive is as follows: Mr. Quirk 200%, Mr. Park 200%, Mr. Nolan 100%, Mr. Jewkes 100%, and Mr. Sadowski 200%. For Messrs. Quirk, Park and Sadowski, the bonus used for the lump-sum payment is the higher of (1) the target bonus opportunity for the year of termination or (2) the highest annual bonus paid to the executive within the preceding three years.
| 3. | The percentage for the lump sum payment for each executive is as follows: Mr. Quirk 200%, Mr. Park 200%, Mr. Nolan 100%, Mr. Jewkes 100%, and Mr. Sadowski 200%. For Messrs. Quirk, Park and Sadowski, the bonus used for the lump-sum payment is the higher of (1) the target bonus opportunity for the year of termination or (2) the highest annual bonus paid to the executive within the preceding three years. |
| Fidelity National Financial, Inc. | 58 | | | | | | |
Definition: Cause.The following table shows for each of the named executive officers the reasons that the Company may terminate the executive’s employment for “Cause.” 59 | Fidelity National Financial, Inc. | | |
Definition of “Cause” includes: | Quirk | Park | Nolan | Jewkes | Sadowski | Persistent failure to perform duties consistent with a commercially reasonable standard of care | ✓ | ✓ | ✓ | ✓ | ✓ | Willful neglect of duties | ✓ | ✓ | ✓ | ✓ | ✓ | Conviction of, or pleading nolo contendere to, criminal or other illegal activities involving dishonesty | ✓ | ✓ | ✓ | ✓ | ✓ | Material breach of the employment agreement | ✓ | ✓ | ✓ | ✓ | ✓ | Impeding or failing to materially cooperate with an investigation authorized by our board of directors | ✓ | ✓ | ✓ | ✓ | ✓ |
Definition: Good Reason.The table below shows for each of the named executive officers the reasons that each executive may terminate his employment for “Good Reason.” Definition of “Good Reason” includes: | Quirk | Park | Nolan | Jewkes | Sadowski | Material diminution in the executive’s title(1)1 | ✓ | ✓ | ✓ | ✓ | ✓ | Material diminution of the executive’s base salary or annual bonus opportunity | ✓ | ✓ | ✓ | ✓ | ✓ | Material breach of any of our obligations under the employment agreement | ✓ | ✓ | ✓ | ✓ | ✓ | Within six months immediately preceding or within two years immediately following a change of control:(2)2 • A material adverse change in the executive’s status, authority or responsibility; • A material adverse change in the position to whom the executive reports or to the executive’s service relationship as a result of such reporting structure change, or a material diminution in the authority, duties or responsibilities of the position to whom the executive reports; • A material diminution in the budget over which the executive has managing authority; or • A material change in the geographic location of the executive’s place of employment. | ✓ | ✓ | X
| X✕
| ✕ | ✓ |
1. For purposes of Messrs. Quirk’s, Park’s and Sadowski’s employment agreements, this also includes a material diminution in the executive’s position or the assignment of duties to the executive that are materially inconsistent with the executive’s position or title.
| 1. | For purposes of Messrs. Quirk’s, Park’s and Sadowski’s employment agreements, this also includes a material diminution in the executive’s position or the assignment of duties to the executive that are materially inconsistent with the executive’s position or title. |
2. For purposes of our executives’ employment agreements, a “change of control” includes (1) an acquisition by an individual, entity or group of more than 50% of our voting power; (2) a merger in which we are not the surviving entity, unless our shareholders immediately prior to the merger hold more than 50% of the combined voting power of the resulting corporation after the merger; (3) a reverse merger in which we are the surviving entity but in which more than 50% of the combined voting power is transferred to persons different from those holding the securities immediately prior to such merger; (4) during any period of two consecutive years during the employment term, a change in the majority of our board, unless the changes are approved by 2/3 of the directors then in office; (5) a sale, transfer or other disposition of our assets that have a total fair market value equal to or more than 1/3 of the total fair market value of all of our assets immediately before the sale, transfer or disposition, other than a sale, transfer or disposition to an entity (i) which immediately after the sale, transfer or disposition owns 50% of our voting stock or (ii) 50% of the voting stock of which is owned by us after the sale, transfer or disposition; or (6) our shareholders approve a plan or proposal for the liquidation or dissolution of our company.
| 2. | For purposes of our executives’ employment agreements, a “change of control” includes (1) an acquisition by an individual, entity or group of more than 50% of our voting power; (2) a merger in which we are not the surviving entity, unless our shareholders immediately prior to the merger hold more than 50% of the combined voting power of the resulting corporation after the merger; (3) a reverse merger in which we are the surviving entity but in which more than 50% of the combined voting power is transferred to persons different from those holding the securities immediately prior to such merger; (4) during any period of two consecutive years during the employment term, a change in the majority of our board, unless the changes are approved by 2/3 of the directors then in office; (5) a sale, transfer or other disposition of our assets that have a total fair market value equal to or more than 1/3 of the total fair market value of all of our assets immediately before the sale, transfer or disposition, other than a sale, transfer or disposition to an entity (i) which immediately after the sale, transfer or disposition owns 50% of our voting stock or (ii) 50% of the voting stock of which is owned by us after the sale, transfer or disposition; or (6) our shareholders approve a plan or proposal for the liquidation or dissolution of our Company. |
59 | Fidelity National Financial, Inc. | 60 | | | | | | |
The agreements also contain provisions relating to the excess parachute payment excise tax under Sections 280G and 4999 of the Internal Revenue Code. The agreements provide that if any payments or benefits to be paid to the named executive officer would be subject to the excise tax on excess parachute payments, then the executive may elect for such payments to be reduced to one dollar less than the amount that would constitute a “parachute payment” under Section 280G of the Internal Revenue Code. If the executive does not elect to have such payments so reduced, the executive is responsible for payment of any excise tax resulting from such payments. None of the agreements provide for a gross-up payment for the excise tax. POTENTIAL PAYMENTS UNDER FNF OMNIBUS INCENTIVE PLAN In addition to the post-termination rights and obligations set forth in the employment agreements of our named executive officers, our omnibus incentive plan provides for the potential acceleration of vesting and/or payment of equity awards in connection with a change in control. Under our omnibus incentive plan, except as otherwise provided in a participant’s award agreement, upon the occurrence of a change in control any and all outstanding options and stock appreciation rights will become immediately exercisable, any restriction imposed on restricted stock, restricted stock units and other awards will lapse, and any and all performance shares, performance units and other awards with performance conditions will be deemed earned at the target level, or, if no target level is specified, the maximum level. For purposes of our omnibus plan, the term “change in control” means the occurrence of any of the following events: | • | An acquisition by an individual, entity or group of 25% or more of our voting power (except for acquisitions by us or any of our employee benefit plans), | | | |
| • | During any period of two consecutive years, a change in the majority of our board, unless the change is approved by 2/3 of the directors then in office, | | | |
| • | A reorganization, merger, share exchange, consolidation or sale or other disposition of all or substantially all of our assets; excluding, however, a transaction pursuant to which we retain specified levels of stock ownership and board seats, or | | | |
An acquisition by an individual, entity or group of 25% or more of our voting power (except for acquisitions by us or any of our employee benefit plans); During any period of two consecutive years, a change in the majority of our board, unless the change is approved by 2/3 of the directors then in office; A reorganization, merger, share exchange, consolidation or sale or other disposition of all or substantially all of our assets; excluding, however, a transaction pursuant to which we retain specified levels of stock ownership and board seats; or Our shareholders approve a plan or proposal for our liquidation or dissolution. | Fidelity National Financial, Inc. | 60 | | | | | | |
ESTIMATED CASH PAYMENTS UPON TERMINATION OF EMPLOYMENT The table below includes the cash severance amounts that would have been payable to each executive in the event of a termination of employment by us not for cause or a termination by the executive for good reason. None of our executives would have received a termination payment if their employment had been terminated on December 31, 2021 for cause or without good reason by the executive, or due to death or disability. Our estimate of the cash severance amounts that would be provided to each executive assumes that their employment terminated on December 31, 2019.2021. The severance amounts do not include a prorated 20192021 annual incentive since the named executive officers would have been paid based on their service through the end of the year and therefore would have received the annual incentiveinactive whether or not the termination occurred. 61 | Fidelity National Financial, Inc. | | |
Reason for Termination Payment: | Quirk | Park | Nolan | Jewkes | Sadowski | Termination by Company without Cause | $9,161,965 | $3,710,971 | $1,666,105 | $1,669,519 | $3,601,549 | Termination by Executive for Good Reason | $9,161,965 | $3,710,971 | $1,666,105 | $1,669,519 | $3,601,549 | Death | – | – | – | – | – | Disability | – | – | – | – | – | Termination by Company for Cause or by Executive without Good Reason | – | – | – | – | – |
Reason for Termination Payment: | Quirk | Park | Nolan | Jewkes | Sadowski | Termination by Company without Cause | $9,191,882 | $3,753,564 | $1,848,402 | $1,853,562 | $3,605,397 | Termination by Executive for Good Reason | $9,191,882 | $3,753,564 | $1,848,402 | $1,853,562 | $3,605,397 |
ESTIMATED EQUITY PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL The table below includes the estimated values of the FNF restricted stock awards held by the named executive officers that would vest upon a change of control, or upon the termination of their employment without cause or by the executive for good reason, in each case assuming such event occurred on December 31, 2019.2021. None of our executives’ restricted stock awards would have vested in the event of their termination with cause or by the executive without good reason. The amounts below were determined based upon the number of unvested shares of restricted stock held by each executive as of December 31, 20192021 (as set forth in the Outstanding Equity Awards at Fiscal Year End table above), multiplied by $45.35$52.18 per share, which was the closing price of our common stock on December 31, 2019.2021. None of our named executive officers held any unvested stock options outstanding as of December 31, 2019.2021. Reason for Payment: | Quirk | Park | Nolan | Jewkes | Sadowski | Quirk | Park | Nolan | Jewkes | Sadowski | Termination without Cause or by Executive for Good Reason | $6,540,437 | $1,631,292 | $2,521,050 | $2,224,512 | $1,631,292 | $7,175,309 | $1,854,974 | $2,777,966 | $2,449,545 | $1,792,759 | Death | $11,199,158 | $2,793,254 | $4,316,777 | $3,808,968 | $2,793,254 | $13,049,858 | $3,392,689 | $5,055,886 | $4,457,683 | $3,261,436 | Disability | $11,199,158 | $2,793,254 | $4,316,777 | $3,808,968 | $2,793,254 | $13,049,858 | $3,392,689 | $5,055,886 | $4,457,683 | $3,261,436 | Change in Control | $11,199,158 | $2,793,254 | $4,316,777 | $3,808,968 | $2,793,254 | $13,049,858 | $3,392,689 | $5,055,886 | $4,457,683 | $3,261,436 | Termination by Company for Cause or by Executive without Good Reason | – | |
In connection with certain change in control transactions, our named executive officers may require ServiceLink to purchase their ServiceLink profits interest awards for an amount equal to the fair market value of the interests. 61 | Fidelity National Financial, Inc. | | | | | | | |
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The compensation committee is currently composed of Richard N. Massey (Chair), Cary H. Thompson, and Daniel D. (Ron) Lane.Lane (Chair), Heather H. Murren and Cary H. Thompson. During fiscal year 2019,2021, no member of the compensation committee was a former or current officer or employee of FNF or any of its subsidiaries. In addition, during fiscal year 2019,2021, none of our executive officers served (i) as a member of the compensation committee or board of directors of another entity, one of whose executive officers served on our compensation committee, or (ii) as a member of the compensation committee of another entity, one of whose executive officers served on our board. Fidelity National Financial, Inc. | 62 | | |
DISCUSSION OF OUR COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO RISK MANAGEMENT We reviewed our compensation policies and programs for all employees, including our named executive officers, and determined that our compensation programsprogram are not reasonably likely to have a material adverse effect on our company. In conducting the analysis, we reviewed the structure of our executive, non-officer and sales commission incentive programs and the internal controls and risk abatement processes that are in place for each program. We also reviewed data compiled across our direct title operations, agency title operations, ServiceLink, F&G and corporate operations relative to total revenue, total pre-tax profits, total compensation expenses and incentive program expenses (including as a percentage of both revenue and total compensation expenses). We believe that several design features of our executive compensation programsprogram mitigate risk. We set base salaries at levels that provide our employees with assured cash compensation that is appropriate to their job duties and level of responsibility and that, when taken together with incentive awards, motivate them to perform at a high level without encouraging inappropriate risk-taking to achieve a reasonable level of secure compensation. With respect to our executives’ incentive opportunities, we believe that our use of measurable corporate financial performance goals, multiple performance levels and minimum, target and maximum achievable payouts, together with the compensation committee’s discretion to reduce awards, serve to mitigate excessive risk-taking. The risk of overstatement of financial figures to which incentives are tied is mitigated by the compensation committee’s review and approval of the awards and payments under the awards, our ability to recover any incentive-based compensation pursuant to our clawback policy and the internal and external review of our financials. We also believe that our balanceuse of stock options and restricted stock and use of multi-year vesting schedules in our long-term incentive awards encourages recipients to deliver incremental value to our shareholders and aligns their interests with our sustainable long-term performance, thereby mitigating risk. We also require meaningfulIn addition, we have market competitive stock ownership multiplesrequirements for some executives and included stock retention requirements in our restricted stock awards, both of which help to align our executives’ interests with our long-term performance and mitigate risk. | Fidelity National Financial, Inc. | 62 | | | | | | |
With respect to our non-officer incentive program, we believe that our use of clearly communicated performance goals and close monitoring by our corporate accounting group, corporate underwriting group and senior management serve to mitigate excessive risk-taking. Our sales commission incentive program is based on revenue generation, which is critical to our performance. We have controls in place that mitigate the risk that transactions might be recommended or executed to earn short term, commission basedshort-term, commission-based incentive compensation, including operational management oversight and approval, management reporting, and detailed underwriting guidelines and approval escalation. 2019
2021 CEO PAY RATIO As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing the following information about the relationship of the annual total compensation of our CEO and the annual total compensation of our employees for 2019,2021, which we refer to as the CEO pay ratio. Our CEO pay ratio information is a reasonable good faith estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. 63 | Fidelity National Financial, Inc. | | |
The ratio of the annual total compensation of our CEO, calculated as described above, to the median of the annual total compensation of all employees for 20192021 was 168125 to 1. This ratio was based on the following: | • | The annual total compensation of our CEO, determined as described above, was $9,646,148; and | | | |
The annual total compensation of our CEO, determined as described above, was $10,457,921; and The median of the annual total compensation of all employees (other than our CEO), determined in accordance with SEC rules, was $57,381.$83,831. Methodology for Determining Our Median Employee.For purposes of the above CEO pay ratio disclosure, we are required to identify a median employee based on our worldwide workforce, without regard to their location, compensation arrangements, or employment status (full-time versus part-time). The median employee is determined by identifying the employee whose compensation is at the median of the compensation of our employee population (other than our CEO). Accordingly, to identify the median of the compensation of our employee population, the methodology and the material assumptions and estimates that we used were as follows: Employee Population.We determined that, as of November 30, 2017,2020, the date we selected to identify the median employee, our total global employee population consisted of approximately 26,60026,200 individuals working for FNF. Compensation Measure Used to Identify the Median Employee.Given the geographical distribution of our employee population, we use a variety of pay elements to structure the compensation arrangements of our employees. Consequently, for purposes of measuring the compensation of our employees to identify the median employee, rather than using annual total compensation, we selected base salary/wages and overtime pay, plus paid incentive bonus through November 30, 20172020 as the compensation measure. | • | We annualized the compensation of employees to cover the full calendar year, and also annualized any new hires in 2017We annualized the compensation of employees to cover the full calendar year, and also annualized any new hires in 2020 as if they were hired at the beginning of the fiscal year, as permitted by SEC rules, in identifying the median employee. We did not make any cost-of-living adjustments in identifying the median employee. 63 | Fidelity National Financial, Inc. | | | | | | • | We did not make any cost-of-living adjustments in identifying the median employee. |
Annual Total Compensation of Median Employee.In order toTo determine the annual total compensation of the median employee, we identified and calculated the elements of that employee’s compensation for 20192021 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation in the amount of $57,381.$83,831. Annual Total Compensation of Chief Executive Officer.With respect to the annual total compensation of our CEO, in accordance with SEC rules, we included the amount reported for Mr. Quirk in the “Total” column for 20192021 in the Summary Compensation Table included in this proxy statement. Fidelity National Financial, Inc. | 64 | | |
DIRECTOR COMPENSATION COMPENSATION OF OUR NON-EXECUTIVE CHAIRMAN William P.Our compensation consultant reviews the compensation paid to our directors, including Mr. Foley, II serves as non-executive Chairman ofon a regular basis, and then makes recommendations on any changes to our director compensation practices. Our compensation committee discusses the Board,compensation consultant’s recommendations and we entered into a non-executivedetermines whether to make any changes to our director services agreement with him on January 8, 2016. compensation in that year.
With respect to Mr. Foley’s compensation in 2019,2021, our directors discussed the critical role Mr. Foley plays in the formation and execution of our long- termlong-term strategic vision. Mr. Foley founded FNF in 1984 and transformed it into a leading provider of title insurance, escrow and other title-related services. Under Mr. Foley’s leadership, FNF, through our title insurance underwriters, issues more title insurance policies than any other title company in the United States. In addition to the incredible value Mr. Foley has created at FNF, he led the teams that created additional value for FNF’s shareholders through strategic transactions such as: The spin-off of Fidelity National Information Services, Inc. in 2006, which, under Mr. Foley’s continued leadership from 2006 to 2016, became a global leader in financial services technology. As of December 31, 2021, FIS had a market capitalization of $68 billion. | • | The spin-off of FIS in 2006, which, under Mr. Foley’s continued leadership from 2006 to 2016, became a global leader in financial services technology. As of December 31, 2019, FIS had a market capitalization of $85.3 billion. | | | |
| • | FNF’s acquisition of Lender Processing Services, Inc. (LPS), where Mr. Foley unlocked the value of technology, data and analytics businesses by separating the businesses of Black Knight’s businessesKnight, Inc. (Black Knight) from LPS’ transaction services businesses that are now part of ServiceLink and led the management team through a process of maximizing operational efficiencies and creating a culture of cross-selling. From FNF’s spin-off of Black Knight to our shareholder in September 2017 to December 31, 2019,2021, the value of Black Knight’s stock increased from $43.05 per share to $64.48$82.89 per share, representing an aggregate increase in value of $1.8$3.3 billion with respect to the approximately 83.3 million shares of Black Knight distributed to our shareholders. | | | |
| • | The split-off of our non-core businesses which formerly comprised our FNF Ventures Group into Cannae.Cannae Holdings, Inc. (Cannae). Cannae’s stock price has increased from $18.39 per share at the split-off in November 2017 to $37.19$35.15 on December 31, 2019,2021, representing an increase in value of $1.3 billion$96 million with respect to the Cannae shares distributed to our shareholders. |
The acquisition of F&G in June 2020. Since our acquisition, F&G has grown assets under management by 38% to $36.5 billion. On March 16, 2022, we announced that our board of directors has approved a dividend to our shareholders, on a pro rata basis, of 15% of the common stock of F&G Annuities & Life, Inc., our subsidiary that holds the F&G businesses, so that our shareholders may participate directly in the continued growth of F&G. | Fidelity National Financial, Inc. | 64 | | | | | | |
While Mr. Foley is no longer an executive or involved in the day-to-day operation of FNF, he continues to be the driving force behind the development and execution of our strategic direction. The most recent evidence of Mr. Foley’s leadership is the signing of a definitive agreement for FNF to acquire F&G, a transaction that will provide diversification of our cash and income streams away from title insurance in a transaction that is immediately accretive to earnings and cash flow and predictable countercyclical income that performs best in a rising long term rate environment through an attractive retirement insurance business with strong growth tailwinds as demand for retirement insurance products are propelled by an aging demographic. In light of the high value Mr. Foley brings to our board and our shareholders and his responsibilities as Chairman of our board, the boardcompensation committee determined that it was important to continue to compensate Mr. Foley at a level that recognizeswas aligned with the compensation paid to non-executive board chairs at similarly sized organizations while recognizing the time he spends performing his duties as Chairman and the significance of his contributions to our continued successsuccess. Accordingly, in June 2020, the Company and is sufficient to incentivize him to continue to focus on FNF and value creation for our shareholders. Accordingly,Mr. Foley entered into a letter agreement (the Letter Agreement) amending the compensation committee determinedterms of Mr. Foley’s compensation as non-executive Chairman. Pursuant to the agreement, beginning June 1, 2020, Mr. Foley received the following compensation for 2019 should remain consistent with his 2018 compensation, although no increases were madeservice as non-executive Chairman: A cash retainer of $50,000 per quarter, which represents a reduction of 74% to Mr. Foley’s 2019 compensation.aggregate annual cash retainer. An annual equity award with a grant date fair value of $315,000, which represents a decrease of 58% to Mr. Foley’s annual equity award. Mr. Foley’s annual equity awards are granted at the same time and shall be subject to the same terms and conditions as the annual equity awards granted to our other non-employee directors. Also at that time, Mr. Foley ceased to participate in the Company’s equity portfolio incentive plan. In November 2021, in recognition of Mr. Foley’s superior service, strategic input and high value to FNF and its stakeholders, as well as his additional engagement and services relating to F&G, and FNF’s superior financial performance, our compensation committee approved an increase of Mr. Foley’s annual cash retainer from $200,000 to $500,000 and an increase to the grant date fair value of his annual equity award from $315,000 to $500,000. 65 | Fidelity National Financial, Inc. | | |
Under the terms of Mr. Foley’s director services agreement, if his service is terminated by us for any reason other than for cause, due to death or disability, by him for good reason or if he is not nominated to run for re-election as Chairman of the Board,board, is nominated, but does not receive enough votes to be re-elected to the board, or is removed as Chairman of the Boardboard for reasons other than cause, then he is entitled to receive: | • | Any accrued obligations, and | | | |
Any accrued obligations, and Immediate vesting and/or payment of all FNF equity awards. If we terminate Mr. Foley’s service for cause or he resigns without good reason our only obligation is the payment of any accrued obligations. For purposes of Mr. Foley’s agreement, “cause” includes Mr. Foley’s persistent failure to perform duties consistent with a commercially reasonable standard of care, willful neglect of duties, conviction of, or pleading nolo contendere to, criminal or other illegal activities involving dishonesty, material breach of his agreement, or impeding or failing to materially cooperate with an investigation authorized by our board. The term “good reason” is defined in the agreement to include a material diminution in his position or title or the assignment of duties to him that are materially inconsistent with his position or title, a material diminution of his annual retainer, within six months immediately preceding or within two years immediately following a change in control, (1) a material adverse change in this status, authority or responsibility, (2) a material adverse change in the position to 65 | Fidelity National Financial, Inc. | | | | | | | |
whom he reports or to his service relationship as a result of such reporting structure change, or a material diminution in the authority, duties or responsibilities of the position to whom he reports, our material breach of any of our obligations under the agreement, or election of a new director to the board of directors who he did not consent to or vote for. Mr. Foley is also a participant in a new annual cash incentive program, which we refer to as the equity portfolio incentive program, approved by the compensation committee in April 2019. Under the program, participants are allocated a portion of an incentive pool that is equal to up to 5% of the excess, if any, of the net asset value (NAV) of specified assets under management (AUM) above a high water mark (HWM), with NAV measured annually following completion of audited financial statements. Under the program, NAV is equal to the aggregate value, less aggregate liabilities, of the AUM, plus dividends, interest income, yield from securities lending or similar amounts received during the year. The NAV of assets removed from the AUM during the year is measured upon the date the assets are removed, and if assets are added to the AUM during the year the increase in the NAV of the assets between the date the assets are added to the AUM and the last day of the year are included in the calculation of NAV. The HWM is equal to the prior- year NAV of the AUM, less the incentives paid under the program with respect to the prior year or, if the prior-year NAV was less than the HWM for the prior year, the HWM for the prior year. The Compensation Committee has discretion to increase or decrease the amounts earned under the program, to allocate amounts forfeited by a participant to other participants and to re-set any participant’s allocation of the incentive pool on an annual basis. Participants must be providing service to the Company as a director or employee on December 31 of the year to be eligible to earn an incentive for that year.
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FNF maintains a significant investment portfolio in connection with the capitalization of its title insurance underwriters, the oversight of which is critical to our success. As of December 31, 2019, the carrying amount of total investments of our investment portfolio was $4.4 billion. In prior years, the strategic decisions and oversight of the investment portfolio was managed by a highly skilled employee dedicated to the management of the portfolio. Upon the resignation of this employee in 2019, Mr. Foley agreed to assume responsibility for strategic decisions involving the investment portfolio. The Committee approved the equity portfolio incentive program in order to incentivize Mr. Foley to focus on the strategic direction and oversight of the investment portfolio and reward Mr. Foley for achieving positive investment portfolio returns. In determining how to structure the equity portfolio incentive program, the Committee considered and modeled the program after those used in the market to incentivize portfolio managers. In determining the size of the incentive pool to allocate to Mr. Foley, the Committee considered that he would lead the investment strategy for the portfolio and the critical nature of the success of that strategy to the Company.
For 2019, Mr. Foley was allocated 3% of the 5% pool allocation, another Company employee was allocated 1% of the 5% pool allocation and the remaining 1% of the 5% pool was unallocated. As of December 31, 2019, Mr. Foley’s earned incentive under the investment portfolio incentive was $2,137,800. However, on March 26, 2020, after consideration of the impact of the COVID-19 pandemic and related economic and other uncertainties, the compensation committee exercised negative discretion and determined that no amounts would be paid to Mr. Foley under the equity portfolio incentive program with respect to 2019 performance.
COMPENSATION OF OUR OTHER DIRECTORS Mr. Quirk receivesreceived no additional compensation for services as a member of our board.board in 2021. In 2019,2021, all non-employee directors other than Mr. Foley, and Willie D. Davis, who served as Director Emeritus until his passing on April 15, 2020, received an annual retainer of $80,000, payable quarterly. The chairman and each member of the audit committee received an additional annual fee (payable in quarterly installments) of $100,000 and $35,000, respectively, for their service on the audit committee. The chairman and each member of the special litigation committee received an additional annual fee (payable in quarterly installments) of $100,000 and $75,000, respectively, for their service on the special litigation committee. The chairman and each member of the compensation committee received an additional annual fee (payable in quarterly installments) of $25,000 and $15,000, respectively, for their service on such committees. The chairman and each member of the corporate governance and nominating committee received an additional annual fee (payable in quarterly installments) of $20,000 and $10,000, respectively, for their service on such committees. Mr. Massey,Ammerman, who serves as our Lead Independent Director, does not receive any additional compensation for that role. In addition, in 20192021 each non-employee director other than Mr. Foley received a long-term incentive award of 4,6915,144 shares of restricted stock. Mr. Foley received a long-term incentive award of 10,357 shares of restricted stock. These restricted stock awards were granted under our omnibus plan and vest proportionately each year over three years from the date of grant based upon continued service on our board, subject to the achievement of performance-based criteria. In addition, Mr. Dhanidina received a new director award of 3,235 restricted shares in connection with joining our board. Mr. Massey, who served as a longtime member of our board and has provided significant value to the Board and our Company during his tenure, resigned from our board effective as of January 9, 2021. Mr. Massey had served as a director of FNF for 15 years, during which time he made significant contributions through his service on the compensation committee, including as committee chair, and previously on the corporate governance and nominating committee. In recognition of Mr. Massey’s longtime service and contributions, the compensation committee approved acceleration of 12,105 restricted shares held by Mr. Massey. We also reimburse each non-employee director for all reasonable out-of-pocket expenses incurred in connection with attendance at board and committee meetings and director education programs. Finally, eachEach non-employee member of our board is eligible to participate in our deferred compensation plan to the extent he or she elects to defer any board or committee fees. Mr. Ammerman, Ms. Morgan, Mr. Rood and Ms. MurrenMr. Shea each deferred some or all of the fees eachthey earned in 20192021 for their services as a directorservice on the board and the chairman and members of the audit committee.committees on which they serve. 67 | Fidelity National Financial, Inc. | 66 | | | | | | |
The following table sets forth information concerning the compensation of our non-employee directors for the fiscal year ending December 31, 2019. The table does not include information concerning the compensation of Willie D. Davis. As Director Emeritus, Mr. Davis was invited to attend Board meetings, but did not vote on board matters. In 2019, he received for his service (i) an annual cash retainer of $40,000, and (ii) an annual equity retainer of 2,346 shares with a grant date fair value of approximately $107,541, which are equal to 1/2 of the cash and equity retainers received by our other directors.2021. Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | Fees Earned or Paid in Cash ($)1 | Stock Awards ($)2 | Option Awards ($)3 | All Other Compensation ($)4 | Total ($) | William P. Foley, II | 780,000 | 749,026 | — | 50,612 | 1,579,638 | 490,000 | 500,036 | — | 51,036 | 1,041,072 | Douglas K. Ammerman | 180,000 | 215,035 | — | 19,287 | 414,322 | 180,000 | 248,352 | — | 16,652 | 445,004 | Halim Dhanidina | | 62,596 | 398,392 | — | 460,988 | Thomas M. Hagerty | 80,000 | 215,035 | — | 19,287 | 314,322 | 80,000 | 248,352 | — | 16,652 | 345,004 | Daniel D. (Ron) Lane | 95,000 | 215,035 | — | 19,287 | 329,322 | 105,000 | 248,352 | — | 16,652 | 370,004 | Richard N. Massey | 115,000 | 215,035 | — | 19,287 | 349,322 | 22,000 | 472,458 | — | 14,143 | 508,601 | Sandra D. Morgan | | 167,248 | 248,352 | — | 5,565 | 421,165 | Heather H. Murren | 115,000 | 215,035 | — | 10,903 | 340,938 | 186,250 | 248,352 | — | 16,652 | 451,254 | John D. Rood | 115,000 | 215,035 | — | 19,287 | 349,322 | 125,000 | 248,352 | — | 16,652 | 390,004 | Peter O. Shea, Jr. | 100,000 | 215,035 | — | 19,287 | 334,322 | 100,000 | 248,352 | — | 16,652 | 365,004 | Cary H. Thompson | 95,000 | 215,035 | — | 19,287 | 329,322 | 95,000 | 248,352 | — | 16,652 | 360,004 |
1. Represents the cash portion of annual board and committee retainers and meeting fees earned for services as a FNF director in 2019 for all directors.
| 1. | Represents the cash portion of annual board and committee retainers and meeting fees earned for services as a FNF director in 2021 for all directors. |
2. Amounts shown for all directors represent the grant date fair value of a restricted stock award granted in 2019, computed in accordance with FASB ASC Topic 718. The awards vest over a period of three years from the grant date. Assumptions used in the calculation of the amounts of the FNF awards are included in Note O to our audited financial statements for the fiscal year ended December 31, 2019 included in our Annual Report on Form 10-K filed with the SEC on February 14, 2020. Restricted stock awards granted for the fiscal year ended December 31, 2019 for each director were as follows: Mr. Foley 16,340; Mr. Ammerman 4,691; Mr. Hagerty 4,691; Mr. Lane 4,691; Mr. Massey 4,691; Ms. Murren 4,691; Mr. Rood 4,691; Mr. Shea 4,691; and Mr. Thompson 4,691. The fair value of the awards as shown above is based on a per share fair value of $45.84. As of December 31, 2019, FNF restricted stock awards outstanding for each director were as follows: Mr. Foley 38,071 ; Mr. Ammerman 11,055; Mr. Hagerty 11,055; Mr. Lane 11,055; Mr. Massey 11,055; Ms. Murren 12,710; Mr. Rood 11,055; Mr. Shea 11,055; and Mr. Thompson 11,055.
| 2. | Amounts shown for all directors represent the grant date fair value of a restricted stock award granted in 2021, computed in accordance with FASB ASC Topic 718. The awards vest over a period of three years from the grant date. Assumptions used in the calculation of the amounts of the FNF awards are included in Note U to our audited financial statements for the fiscal year ended December 31, 2021 included in our Annual Report on Form 10-K filed with the SEC on February 25, 2022. Restricted stock awards granted for the fiscal year ended December 31, 2021 for each director were as follows: Mr. Foley 10,357; Mr. Ammerman 5,144; Mr. Dhanidina 8,379; Mr. Hagerty 5,144; Mr. Lane 5,144; Ms. Morgan 5,144; Ms. Murren 5,144; Mr. Rood 5,144; Mr. Shea 5,144; and Mr. Thompson 5,144. The fair value of the awards as shown above is based on a per share fair value of $48.28 for each director other than 3,235 shares of restricted stock granted to Mr. Dhanidina on May 10, 2021, which is based on a per share fair value of $46.38. As of December 31, 2021, FNF restricted stock awards outstanding for each director were as follows: Mr. Foley 22,092; Mr. Ammerman 11,214; Mr. Dhanidina 8,379; Mr. Hagerty 11,214; Mr. Lane 11,214; Ms. Morgan 12,666; Ms. Murren 11,214; Mr. Rood 11,214; Mr. Shea 11,214; and Mr. Thompson 11,214. In recognition of Mr. Massey’s longtime service, the compensation committee approved acceleration of 12,105 restricted shares held by Mr. Massey in connection with his resignation. The shares otherwise would have been forfeited due to his resignation. Amounts shown in this column for Mr. Massey include the grant date fair market value of the shares with respect to which vesting was accelerated. |
3. There were no option awards granted for the fiscal year ended December 31, 2019. As of December 31, 2019, FNF option awards outstanding for each director were as follows: Mr. Foley 2,227,571; Mr. Ammerman 37,989; Mr. Hagerty 90,296; Mr. Lane 7,138; Mr. Massey 86,528; Ms. Murren 0; Mr. Rood 84,740; Mr. Shea 84,740; and Mr. Thompson 7,138.
| 3. | There were no option awards granted for the fiscal year ended December 31, 2021. As of December 31, 2021, FNF option awards outstanding for each director were as follows: Mr. Foley 600,546; Mr. Ammerman 0; Mr. Dhanidina 0; Mr. Hagerty 21,414; Mr. Lane 0; Ms. Morgan 0; Ms. Murren 0; Mr. Rood 21,414; Mr. Shea 21,414; and Mr. Thompson 0. |
4. Amounts shown for all directors reflect dividends paid with respect to restricted stock that vested in 2019, which were withheld during the period of restriction and paid upon vesting.
| 4. | Amounts shown for all directors reflect dividends paid with respect to restricted stock that vested in 2021, which were withheld during the period of restriction and paid upon vesting. |
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| PROPOSAL NO. 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION |
We believe that our compensation programs are structured to appropriately balance guaranteed base salary and performance-based at-risk annual and long-term incentives so as to incent our executives to drive strong short and long-term performance while providing enough ensured annual compensation in the form of base salary to discourage excessive risk-taking. We believe that the success of this approach is evidenced by our stronglong history of delivering consistent, industry-leading operating results. In 2019,results and investment returns to our shareholders. FNF continued to outperform the industry in 2021 as we generated $8.1$15.9 billion of total revenue (excluding $328$253 million of noncash, valuation gains on investment securities) and $1.1$2.4 billion of net earnings from continuing operations, consistent with an increase in overall U.S. residentialdriven by strong mortgage originations. As reflected in the charts below, over the previous five years, we have delivered consistently strong revenue and earnings.origination activity as well as F&G’s sales boosting asset growth. | Year ended December 31, | 2015 | 2016 | 2017 | 2018 | 2019 | Total Revenue(in millions) | $6,664 | $7,257 | $7,663 | $7,689 | $8,141 | Net Earnings from Continuing Operations(in millions) | $501 | $622 | $639 | $635 | $1,076 |
| Year ended December 31, | 2017 | 2018 | 2019 | 2020 | 2021 | Total Revenue Excluding Valuation Gains/Losses (in millions) | $7,663 | $7,689 | $8,141 | $10,210 | $15,896 | Net Earnings from Continuing Operations (in millions) | $639 | $635 | $1,076 | $1,477 | $2,434 |
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Our consistent operating results have translated intoto strong returns for our shareholders. During the three-year period, from January 1, 20172019 through December 31, 2019,2021, we delivered a total return to our shareholders of approximately 99%79%, compared to a total return on the S&P 500 of approximately 51%97% during the same period. This includes a return of approximately $950 million$1.2 billion during this three- yearthree-year period to our shareholders in the form of cash dividends. Total shareholder return is based on stock price changes as adjusted to account for corporate actions. We currently hold our “say on pay” vote every year. A majority of our shareholders approved our “say on pay” proposal in 2019,2021, with approximately with approximately 86%96% of the votes cast voted in favor of the proposal and approximately 14% of the votes cast against the proposal. Our compensation committee is committed to listening and responding to the views of our shareholders in creating and tailoring our executive compensation programs. Following the 20192021 annual meeting of shareholders and the 2018 “say on pay”2020 “say-on-pay” shareholder vote, our President and Chief Financial Officer met with our investors in break-out sessions at investor conferences, as well as in independent one-on-one investor meetings, to discuss our business and stock price performance, and to discuss and receive feedback on our compensation programs. In this regard, weWe met with investors at more than 9 investor conferences and numerous one-on-one meetings. The investors with whom we met in 20192021 represented over 50%42% of our top 20 active shareholders, who collectively owned more than 30%50% of our shares as of December 31, 2019. 2021. Generally, our shareholders did not express any concerns about FNF’s executive compensation plans and practices. One of our larger shareholders did express a concern regarding our director pay practices particularly as it relates to the compensation paid to our Chairman William P. Foley, II. Our compensation consultant reviews the compensation paid to our directors, including Mr. Foley, on a regular basis, and makes recommendations to our compensation committee on any changes to our director compensation practices. Our compensation committee discusses the compensation consultant’s recommendations and determines whether to make any changes to our director compensation in that year.
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With respect to Mr. Foley’s compensation in 2019, our directors discussed the critical role Mr. Foley plays in the formation and execution of our long-term strategic vision. Mr. Foley founded FNF in 1984 and transformed it into a leading provider of title insurance, escrow and other title-related services. Under Mr. Foley’s leadership, FNF, through our title insurance underwriters, issues more title insurance policies than any other title company in the United States. In addition to the incredible value Mr. Foley has created at FNF, he led the teams that created additional value for FNF’s shareholders through strategic transactions such as:
| • | The spin-off of FIS in 2006, which, under Mr. Foley’s continued leadership from 2006 to 2016, became a global leader in financial services technology. As of December 31, 2019, FIS had a market capitalization of $85.3 billion. | | | |
| • | FNF’s acquisition of LPS, where Mr. Foley unlocked the value of technology, data and analytics businesses by separating Black Knight’s businesses from LPS’ transaction services businesses that are now part of ServiceLink, and led the management team through a process of maximizing operational efficiencies and creating a culture of cross-selling. From FNF’s spin-off of Black Knight to our shareholder in September 2017 to December 31, 2019, the value of Black Knight’s stock increased from $43.05 per share to $64.48 per share, representing an increase in value of $1.8 billion with respect to the approximately 83.3 million shares of Black Knight distributed to our shareholders. | | | |
The split-off of our non-core businesses which formerly comprised our FNF Ventures Group into Cannae. Cannae’s stock price has increased from $18.39 per share at the split-off in November 2017 to $37.19 on December 31, 2019, representing an increase in value of $1.3 billion with respect to the Cannae shares distributed to our shareholders.
While Mr. Foley is no longer an executive or involved in the day-to-day operation of FNF, he continues to be the driving force behind the development and execution of our strategic direction. The most recent evidence of Mr. Foley’s leadership is the signing of a definitive agreement for FNF to acquire F&G, a transaction that will provide diversification of our cash and income streams away from title insurance in a transaction that is immediately accretive to earnings and cash flow and predictable countercyclical income that performs best in a rising long term rate environment through an attractive retirement insurance business with strong growth tailwinds as demand for retirement insurance products are propelled by an aging demographic.
In light of the high value Mr. Foley brings to our board and our shareholders, the board determined that it was important to continue to compensate Mr. Foley at a level that recognizes the significance of his contributions to our continued success and is sufficient to incentivize him to continue to focus on FNF and value creation for our shareholders. Accordingly, the compensation committee determined Mr. Foley’s compensation for 2019 should remain consistent with his 2018 compensation, although no increases were made to Mr. Foley’s 2019 compensation.2021.
We urge our shareholders to read the “Compensation Discussion and Analysis” section of this proxy statement, which describes in detail our compensation philosophy and how our compensation programs operate and are designed to achieve our business and compensation objectives, as well as the “Summary Compensation Table” and other related compensation tables and disclosures, which provide detailed information on the compensation of our named executive officers. 71 | Fidelity National Financial, Inc. | | |
We ask our shareholders to vote on the following resolution at the annual meeting: RESOLVED, that the Company’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 20202022 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis and executive and Director Compensation section, the compensation tables and related narrative.
The vote on this resolution is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our named executive officers, as described in this proxy statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission. Approval of this resolution requires the affirmative vote of a majority of the shares present in person orof our common stock represented by proxy and entitled to vote. However, as this is an advisory vote, the results will not be binding on the Company, the board or the compensation committee, and will not require us to take any action. The final decision on the compensation of our named executive officers remains with our compensation committee and the board, although the compensation committee and the board will consider the outcome of this vote when making compensation decisions. THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT. 69 | Fidelity National Financial, Inc. | | | | | | | |
| PROPOSAL NO. 3: APPROVAL OF THE AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN |
Our Board has approved an amendment and restatement of the Fidelity National Financial, Inc. 2013 Employee Stock Purchase Plan, or the ESPP, subject to the approval of our shareholders. Accordingly, we are seeking shareholder approval of the amendment and restatement of the ESPP. The purpose of the amendment and restatement of the ESPP is to increase the number of shares of our common stock that may be allocated as matching shares and purchased under the Plan pursuant to participant contributions, as described below, by 12,000,000 shares. BACKGROUND AND DESCRIPTION OF THE PROPOSAL The ESPP allows participating employees to elect to have a portion of their pay deducted and used to purchase shares of our common stock, and for the Company to make matching contributions that are used to purchase shares of our common stock for the employee if the employee satisfies certain continued employment requirements. We have successfully used the ESPP to attract, retain and incentivize highly qualified employees; however, there are not enough shares remaining available under the ESPP to continue the ESPP program. The ESPP currently provides that the maximum number of shares of our common stock that may be allocated as matching shares and purchased pursuant to participant contributions under the ESPP since the date the plan was last approved by our shareholders, at our 2014 annual meeting, is 15,000,000 shares. This number was increased by 6,524,677 shares to a total of 21,524,677 shares due to the equitable adjustments made to the share reserve in connection with the reclassification of the Company’s common stock in June 2014 to create two tracking stocks and the spin-off of Black Knight, Inc. in September 2017. If the number of shares available under the ESPP is not increased, we anticipate that the current share authorization would be exhausted by the end of the second quarter of 2022. If the amendment and restatement of the ESPP is approved by our shareholders, this number of authorized shares would be increased by 12,000,000 to 33,524,677 shares. Assuming our shareholders approve the amendment and restatement of the ESPP and based on historical share usage under the ESPP, we expect we could continue to offer the ESPP program to our employees on the current terms for approximately three to four years. We believe that our equity programs, including our ESPP, have been integral to our success in the past, particularly as it relates to attracting and retaining our strong workforce, and are important to our ability to achieve our corporate performance goals in the years ahead. We also believe that the continuation of our ESPP program through the amendment and restatement of the ESPP will enable us to continue to maintain alignment in the interests of our employees and shareholders consistent with our compensation philosophy. For these reasons, we consider approval of the amendment and restatement of the ESPP important to our future success. | Fidelity National Financial, Inc. | 70 | | | | | | |
DESCRIPTION OF THE ESPP The ESPP is intended to provide an incentive to attract and retain employees, to increase employee morale, and to facilitate investment by our employees in the long-term success of FNF by allowing employees to accumulate funds through payroll deductions which are then used to purchase shares of our common stock. The ESPP also assists with our employee retention goals because, in order to receive the benefit of the Company matching contribution, employees must remain employed by FNF until the matching contribution date that is one year after the quarter end in which their participant contributions were made. Participation in the ESPP is voluntary. The ESPP is not intended to qualify as an “employee stock purchase plan” under Section 423 of the Code or an employee benefit plan under the Employee Retirement Income Security Act of 1974, as amended. The complete text of the ESPP is set forth as Annex A hereto. The following is a summary of the material features of the ESPP and is qualified in its entirety by reference to Annex A. Effective Date and Duration The ESPP was as last approved by our shareholders at our annual shareholder meeting in 2014. If approved by our shareholders, the ESPP, as amended and restated to increase the number of shares available under the ESPP, will become effective as of the date of the 2022 annual meeting. Subject to the right of our board of directors to amend or terminate the ESPP at any time, the ESPP will remain in effect until all of the shares of our common stock authorized under the ESPP have been delivered to participating employees according to the ESPP’s terms. If the ESPP is not approved by our shareholders, the amendment and restatement of the plan will not become effective and, unless terminated earlier by our Board, the ESPP will remain in effect until all shares available under the ESPP have been issued. Amendment and Termination Since future conditions affecting FNF cannot be anticipated or foreseen, we have reserved the right for our board of directors to amend or terminate the ESPP at any time, provided that no such action may, without a participant’s consent, adversely affect any rights previously granted to such participant. No amendment that would require shareholder approval under NYSE listing standards or applicable law may become effective without shareholder approval. Administration of the ESPP The ESPP is currently administered by a committee appointed by our board of directors. If at any time a committee has not been appointed to administer the ESPP, our board of directors may serve as the committee until such time as a committee is selected. The committee has full power and authority to designate agents to carry out responsibilities relating to the ESPP, to administer, interpret and construe the terms of the ESPP, to answer all questions that may arise under the ESPP, to establish rules and procedures for administering the ESPP, and to perform such further acts as it may deem necessary or appropriate for the operation of the ESPP. The committee’s actions and determinations under the ESPP are conclusive and binding on all interested parties. Shares Available for Purchase Subject to adjustment as described below, the ESPP currently provides that the maximum number of shares of our common stock that may be allocated as matching shares and purchased pursuant to participant contributions under the ESPP since the date the plan was last approved by our 71 | Fidelity National Financial, Inc. | | | | | | | |
shareholders at our 2014 annual meeting is 15,000,000 shares. This number was increased by 6,524,677 shares to a total of 21,524,677shares due to the equitable adjustments made to the share reserve in connection with the reclassification of the Company’s common stock in June 2014 to create two tracking stocks and the spin-off of Black Knight, Inc. in September 2017. If the amendment and restatement of the ESPP is approved by our shareholders, this number of authorized shares would be increased by 12,000,000 to 33,524,677 shares. In the event of any merger, reorganization, consolidation, recapitalization, liquidation, stock dividend, split-up, spin-off, stock split, reverse stock split, share combination, share exchange, extraordinary dividend, or any change in the corporate structure affecting our common stock, such adjustment will be made to the number and kind of shares that may be purchased or delivered as matching shares pursuant to the ESPP, as may be determined to be appropriate and equitable by the committee to prevent dilution or enlargement of rights. All shares of stock delivered to participants under the ESPP are purchased on the open market. Eligibility and Participation Eligible employees include all current employees of FNF and participating subsidiaries who were participants when the ESPP was approved by our shareholders at our 2014 annual meeting. Eligible employees also include all other employees of FNF and participating subsidiaries who are at least 18 years old and have completed 90 days of employment with FNF, a participating subsidiary or certain previously affiliated entities if the employee commenced employment with FNF within one year after cessation of employment with the previously affiliated entity, as well as employees who were employed by an organization that is part of a corporate transaction if (1) such corporate transaction documents provide for such immediate eligibility or (2) the ESPP administrative committee so decides. Employment described in the preceding sentence is referred to in the ESPP and this prospectus as Qualifying Employment. Based on our current number of employees, it is estimated that approximately 26,177 employees were eligible to participate in the ESPP as of April 18, 2022. Payroll Deductions Participants may elect to contribute an amount between 3% and 15% of their base salary (or, for employees primarily compensated on a commission basis, commission earnings up to $10,000 per month) into the ESPP through payroll deduction. The amount of each employee’s contribution will be credited to his or her account. Participants may increase or decrease their rate of payroll deduction or suspend their participation in the ESPP at any time. No interest or earnings are credited on participant accounts. Matching Contributions At the end of each calendar quarter, each participant who has been continuously employed by FNF or a participating subsidiary for the preceding year receives a matching credit that is then used to calculate the number of matching shares of our common stock that will be deposited into the participant’s share account.[The number of shares deposited is determined by dividing the amount of the matching credit by the closing price of a share of our common stock on the Wednesday preceding the date the participant receives the matching shares in the month after the calendar quarter ends. For most employees, matching credits are equal to one-third of the amount contributed by the employee during the quarter that is one year earlier than the quarter for which the matching credit is made. For officers of FNF and its participating subsidiaries and for employees | Fidelity National Financial, Inc. | 72 | | | | | | |
who have completed at least ten consecutive years of Qualifying Employment, the matching credit is equal to one-half of the amount contributed by the employee during the quarter that is one year earlier than the quarter for which the matching credit is made. For purposes of the ESPP, unless determined otherwise by the ESPP administrative committee, the term officer means chief executive officer, president, executive vice president, senior vice president, vice president, or assistant vice president. Purchase of Stock As soon as administratively practicable following the close of each payroll period (the purchase date), the amount credited to a participant’s account will be transferred to a broker and used to purchase shares of FNF common stock on the open market. The purchase price of the shares is not discounted or subsidized by FNF. Any balance remaining after the purchase will be carried forward and used to purchase additional shares of FNF common stock as of the next purchase date. Shares purchased by participants under the ESPP will be posted as soon as practicable after each purchase date to a share account established on behalf and in the name of each participant by the broker. Shares delivered to participants with respect to any matching credits are purchased by FNF on the open market and then deposited into participant’s share accounts, with the number of shares deposited determined as described in the matching contributions discussion above. Dividends on shares held in a participant’s share account are credited to the participant’s share account and used to purchase additional shares of our common stock as of the next purchase date, unless the participant elects to receive the dividends in cash. Termination of Employment Upon a participant’s termination of employment, the participant will cease to be a participant in the ESPP. Any cash contributed to the ESPP for the participant that has not been used to purchase shares before the date of termination will be transferred to the participant’s share account. The broker will continue to maintain the participant’s share account on behalf of the participant; however, the participant’s share account will cease to be administered under or have any other affiliation with the ESPP. As of the date of the participant’s termination of employment, the participant will be required to pay for any and all expenses and costs related to his or her share account. Plan Benefits Except as described below, the benefits or amounts that might be received by employees in the future under the ESPP are not determinable because the benefits depend upon, among other factors, the degree of participation by employees and the amount that each participating employee chooses to contribute. If the amendment and restatement of the ESPP is approved by shareholders, the matching feature in the ESPP would apply to participant contributions made in calendar quarters ending June 30, 2021 (with the match occurring in July 2022), September 30, 2021 (with the match occurring in October 2022), December 31, 2021 (with the match occurring in January 2023), and March 31, 2022 (with the match occurring in April 2023). 73 | Fidelity National Financial, Inc. | | | | | | | |
The table below shows the aggregate amount of such matching contributions that would be made to the individuals and groups noted in the table, based on participant contributions that were made during the calendar quarters described in the preceding sentence (assuming each participating employee satisfies the employment requirements in the plan). We estimated the number of shares that could be purchased with the matching contributions based on the closing price of a share of FNF common stock on April 18, 2022, which was $41.99. The actual number of shares purchased would depend on the price of a share of our common stock on the date the shares are purchased. Additional future matching contributions for calendar quarters beginning on or after April 1, 2022 are not determinable at this time, since the amount of the matching contribution depends on the total contributions made by the participants during the relevant calendar quarter. We have assumed for purposes of the following information that all participating employees would remain employed through the date the match would be made and, thus, would be eligible to receive the match. PLANBENEFITS TABLE Name and Position | Dollar Value ($)1 | Number of Shares (#)2 | Raymond R. Quirk Executive Vice-Chairman | 40,866 | 973 | Michael J. Nolan Chief Executive Officer | 16,154 | 385 | Roger S. Jewkes Chief Operating Officer | 47,596 | 1,134 | Anthony J. Park Executive Vice President and Chief Financial Officer | 35,856 | 854 | Peter T. Sadowski Executive Vice President and Chief Legal Officer | 35,409 | 843 | Michael L. Gravelle Executive Vice President, General Counsel & Corporate Secretary | 25,385 | 605 | All Current Executive Officers, as a Group | 201,265 | 4,793 | All Current Non-Employee Directors, as a Group | – | – | All Employees, Including All Current Officers who are not Executive Officers, as a Group | 39,691,292 | 945,256 |
| (1) | Represents the estimated amount of matching contributions that would be made under the ESPP with respect to the periods described in the prior paragraph. |
| (2) | Represents the estimated number of shares of our common stock that could be purchased on the open market with the matching contributions, based upon a closing price of $41.99 per share of FNF common stock on April 18, 2022. |
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Federal Income Tax Consequences The following is a brief description of the principal federal income tax consequences relating to participation in the ESPP. This summary is based on FNF’s understanding of present federal income tax law and regulations. The summary does not purport to be complete or applicable to every specific situation. Participant contributions to the ESPP will be made through payroll deductions on an after-tax basis. When a company matching contribution of shares is credited to a participant’s share account, the participant will recognize ordinary income in an amount equal to the value of the shares at that time. We will be required to report and withhold income and employment taxes (and pay our share of employment taxes) with respect to the ordinary income recognized by the participant. We are entitled to a federal income tax deduction equal to the ordinary income recognized by the participant. The participant will acquire a basis in the shares equal to the purchase price in the case of purchases made with participant contributions, and equal to the amount of income recognized with respect to matching shares. Upon the participant’s subsequent sale or disposition of shares purchased under the ESPP, the participant will recognize gain if the amount realized exceeds the participant’s basis in the shares or loss if the amount realized is less than the participant’s basis. The gain or loss will be treated as long-term or short-term capital gain depending on whether the shares were held for more than one year. A participant will also be taxed on any dividends paid on shares purchased under the ESPP. Dividends paid in connection with such shares will be taxed as dividend income. THE BOARD RECOMMENDS THAT SHARESHOLDERS VOTE “FOR” THE APPROVAL OF THE FNF AMENDED AND RESTATED 2013 EMPLOYEE STOCK PURCHASE PLAN. 75 | Fidelity National Financial, Inc. | | | | | | | |
PROPOSAL NO. 4: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
GENERAL INFORMATION ABOUT ERNST & YOUNG LLP Although shareholder ratification of the appointment of our independent registered public accounting firm is not required by our bylaws or otherwise, we are submitting the selection of Ernst & Young LLP (EY LLP)(EY) to our shareholders for ratification as a matter of good corporate governance practice. Even if the selection is ratified, our audit committee in its discretion may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company and our shareholders. If our shareholders do not ratify the audit committee’s selection, the audit committee will take that fact into consideration, together with such other factors it deems relevant, in determining its next selection of our independent registered public accounting firm. Fidelity National Financial, Inc. | 72 | | |
In choosing our independent registered public accounting firm, our audit committee conducts a comprehensive review of the qualifications of those individuals who will lead and serve on the engagement team, the quality control procedures the firm has established, and any issue raised by the most recent quality control review of the firm. The review also includes matters required to be considered under the Securities and Exchange Commission rules on “Auditor Independence,” including the nature and extent of non-audit services to ensure that they will not impair the independence of the accountants. Representatives of EY are expected to be present at the annual meeting. These representatives will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions. PRINCIPAL ACCOUNTANT FEES AND SERVICES The audit committee has appointed EY to audit the consolidated financial statements of the Company for the 20202022 fiscal year. EY has continuously acted as our independent registered public accounting firm since August 2, 2017. For services rendered to us during or in connection with our years ended December 31, 20192021 and December 31, 2018,2020, we were billed the following fees by EY: | 2021 (In thousands) | 2020 (In thousands) | Audit Fees | $7,480 | $8,625 | Audit-Related Fees | $451 | $304 | Tax Fees | $270 | $144 | All Other Fees | $7 | $19 |
| 2019 (In thousands) | 2018 (In thousands) | Audit Fees | $3,205 | $3,168 | Audit-related Fees | $311 | $303 | Tax Fees | $86 | $59 | All Other Fees | $14 | $2 |
| Fidelity National Financial, Inc. | 76 | | | | | | |
Audit Fees.Audit fees consisted principally of fees for the audits, registration statements and other filings related to the Company’s 20192021 and 20182020 financial statements, and audits of the Company’s subsidiaries required for regulatory reporting purposes, including billings for out-of-pocket expenses incurred. Audit-relatedAudit-Related Fees.Audit-related fees in 20192021 and 20182020 consisted principally of fees for Service Organization Control Reports.
Tax Fees.Tax fees for 20192021 and 20182020 consisted principally of fees for tax compliance, tax planning and tax advice. All Other Fees.All other fees relate primarily to services provided for regulatory inspection readiness assessments. APPROVAL OF ACCOUNTANTS’ SERVICES In accordance with the requirements of the Sarbanes-Oxley Act of 2002, all audit and audit- relatedaudit-related work and all non-audit work performed by EY LLP is approved in advance by the audit committee, including the proposed fees for such work. Our pre-approval policy provides that, unless a type of service to be provided by EY has been generally pre-approved by the audit 73 | Fidelity National Financial, Inc. | | |
committee, it will require specific pre-approval by the audit committee. In addition, any proposed services exceeding pre-approved maximum fee amounts also require pre-approval by the audit committee. Our pre-approval policy provides that specific pre-approval authority is delegated to our audit committee chairman, provided that the estimated fee for the proposed service does not exceed a pre-approvedpre- approved maximum amount set by the committee. Our audit committee chairman must report any pre-approval decisions to the audit committee at its next scheduled meeting. THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 20202022 FISCAL YEAR. 77 | Fidelity National Financial, Inc. | | | | | | | |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND EXECUTIVE OFFICERS ThenumberThe number of our common shares beneficially owned by each individual or group is based upon information in documents filed by such person with the Securities and Exchange Commission, other publicly available information or information available to us. Percentage ownership in the following tables is based on 272,013,813280,700,591 shares of our common stock outstanding as of April 13, 2020.18, 2022. Unless otherwise indicated, each of the shareholders has sole voting and investment power with respect to the shares of our common stock beneficially owned by that shareholder. The number of shares beneficially owned by each shareholder is determined under rules issued by the Securities and Exchange Commission.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS The following table sets forth information regarding beneficial ownership of our common stock by each shareholder who is known by the Company to beneficially own 5% or more of such class: Name | Shares Beneficially Owned(1) | Percent of Series(2) | Shares Beneficially Owned1 | Percent of Series2 | BlackRock, Inc. 55 East 52nd Street, New York, NY 10022 | | 33,708,680 | 12.0% | The Vanguard Group 100 Vanguard Boulevard, Malvern, PA 19355 | 25,685,305 | 9.4% | 27,626,874 | 9.8% | BlackRock, Inc. 55 East 52nd Street, New York, NY 10022 | 19,756,627 | 7.3% | | Principal Global Investors, LLC 801 Grand Avenue, Des Moines, IA 50392 | 17,454,836 | 6.4% | | T. Rowe Price Associates, Inc. 100 E. Pratt Street, Baltimore, MD 21202 | 17,401,137 | 6.4% | |
| 1. | Based on information as of December 31, 20192021 that has been publicly filed with the SEC. |
| 2. | Applicable percentages based on shares of our common stock outstanding as of April 13, 2020.18, 2022. |
Fidelity National Financial, Inc. | 74 | | |
SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORS The following table sets forth information regarding beneficial ownership as of April 13, 202018, 2022 of our common stock by: | • | Each of our directors and nominees for director; | | | | | • | Each of the named executive officers as defined in Item 402(a)(3) of Regulation S-K promulgated by the Securities and Exchange Commission; and | | | |
Each of our directors and nominees for director; Each of the named executive officers as defined in Item 402(a)(3) of Regulation S-K promulgated by the Securities and Exchange Commission; and All of our executive officers and directors as a group. Name1 | Number of Shares | Number of Options2 | Total | Percent of Total | Douglas K. Ammerman | 125,369 | – | 125,369 | * | Halim Dhanidina | 8,379 | – | 8,379 | * | William P. Foley, II3 | 8,567,985 | 600,546 | 9,168,531 | 3.3% | Thomas M. Hagerty | 317,789 | 24,357 | 342,146 | * | Roger Jewkes4 | 600,779 | – | 600,779 | * | Daniel D. (Ron) Lane | 270,365 | – | 270,365 | * |
Name(1) | Number of Shares | Number of Options(2) | Total | Percent of Total | Douglas K. Ammerman | 120,102 | 37,989 | 158,091 | * | William P. Foley, II(3) | 6,651,776 | 2,227,571 | 8,879,347 | 3.2% | Thomas M. Hagerty | 219,507 | 90,296 | 309,803 | * | Roger Jewkes(4) | 633,845 | 102,365 | 736,210 | * | Daniel D. (Ron) Lane | 263,322 | — | 263,322 | * | Richard N. Massey | 166,040 | 86,528 | 252,568 | * | Heather H. Murren | 22,091 | — | 22,091 | * | Michael J. Nolan(5) | 243,070 | 191,622 | 434,692 | * | Anthony J. Park(6) | 383,076 | — | 383,076 | * | Raymond R. Quirk(7) | 1,806,227 | 1,189,094 | 2,995,321 | 1.1% | John D. Rood | 98,824 | 84,740 | 183,564 | * | Peter T. Sadowski(8) | 223,411 | — | 223,411 | * | Peter 0. Shea, Jr. | 151,859 | 84,740 | 236,599 | * | Cary H. Thompson | 71,067 | 7,138 | 78,205 | * | All directors and officers (15 persons) | 11,375,957 | 4,450,670 | 15,826,627 | 5.8% |
Chart Continued ► | Fidelity National Financial, Inc. | 78 | | | | | | |
Name1 | Number of Shares | Number of Options2 | Total | Percent of Total | Sandra D. Morgan | 15,376 | – | 15,376 | * | Heather H. Murren | 33,994 | – | 33,994 | * | Michael J. Nolan5 | 306,904 | – | 306,904 | * | Anthony J. Park6 | 400,888 | – | 400,888 | * | Raymond R. Quirk7 | 1,973,417 | 200,273 | 2,173,690 | * | John D. Rood | 203,153 | 21,414 | 224,567 | * | Peter T. Sadowski8 | 225,009 | – | 225,009 | * | Peter 0. Shea, Jr.9 | 237,911 | 28,773 | 266,684 | * | Cary H. Thompson | 50,935 | – | 50,935 | * | All directors and officers (15 persons) | 13,338,253 | 875,363 | 14,213,616 | 5.1% |
* Represents less than 1% of our common stock. 1. The business address of such beneficial owner is do Fidelity National Financial, Inc., 601 Riverside Avenue, Jacksonville, Florida 32204.
| 1. | The business address of each beneficial owner is c/o Fidelity National Financial, Inc., 601 Riverside Avenue, Jacksonville, Florida 32204. |
2. Includes vested options and options vesting within 60 days of April 13, 2020.
| 2. | Includes vested options and options vesting within 60 days of April 18, 2022 and, in the case of Messrs. Hagerty and Shea, warrants that represent the right to receive merger consideration related to our acquisition of F&G, including shares of our common stock. |
| 3. | Includes 2,245,122 shares of our common stock held by Folco Development Corporation, of which Mr. Foley and his spouse are the sole shareholders; 708,106 shares of our common stock owned by the Foley Family Charitable Foundation, and 1,265,826 shares held by Bilcar LLC. Includes 2,300,000 directly owned shares and 1,700,000 shares owned by Folco Development Corporation that are pledged as security in accordance with a previously granted waiver to our hedging and pledging policy. |
3. Includes 2,245,122 shares of our common stock held by Folco Development Corporation, of which Mr. Foley and his spouse are the sole shareholders; and 708,106 shares of our common stock owned by the Foley Family Charitable Foundation. Includes 2,300,000 directly owned shares and 1,700,000 shares owned by Folco Development Corporation that are pledged as security in accordance with a previously granted waiver to our hedging and pledging policy.
| 4. | Includes 496,040 shares held by the Jewkes Family Trust. |
| 5. | Includes 11,085 shares held by the Michael J. Nolan Trust. |
| 6. | Includes 272,759 shares owned by the Anthony J. Park and Deborah L. Park Living Trust. |
| 7. | Includes 1,390,002 shares held by the Quirk 2002 Trust, and 47,193 shares held by the Raymond Quirk 2004 Trust. |
| 8. | Includes 94,908 shares held by the Sadowski Living Trust. |
| 9. | Includes 15,101 shares held by the Peter O. Shea, Jr. Family Trust, 3,773 shares held by the Sarah H. Shea Trust, 3,773 shares held by the Selva Family Trust, 18,874 shares held by Siam II Partners and 3,773 shares held by Toyopa Partners, LP. |
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4. Includes 502,576 shares held by the Jewkes Family Trust.
5. Includes 11,085 shares held by the Michael J. Nolan Trust.
6. Includes 154,653 shares owned by the Anthony J. Park and Deborah L. Park Living Trust.
7. Includes 1,390,002 shares held by the Quirk 2002 Trust, and 47,193 shares held by the Raymond Quirk 2004 Trust.
8. Includes 144,908 shares held by the Sadowski Living Trust.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS The following table provides information as of December 31, 20192021 about our common stock which may be issued under our equity compensation plans: Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights)(1) | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights) | Equity compensation plans approved by security holders | 5,530,125 | $20.88 | 12,163,677 | 996,113 | $25.53 | 10,952,7831 | Equity compensation plans not approved by security holders | — | 1,549,597 | $35.97 | 1,373,6522 | Total | 5,530,125 | $20.88 | 12,163,677 | 2,545,710 | $31.85 | 12,326,435 |
| 1. | In addition to being available for future issuance upon exercise of options and SARs under the FNF omnibus plan, these shares of common stock may be issued in connection with new awards of restricted stock, restricted stock units, performance shares, performance units, options or other stock-based awards. |
1. In addition to being available for future issuance upon exercise of options and SARs under the FNF omnibus plan, these shares of common stock may be issued in connection with new awards of restricted stock, restricted stock units, performance shares, performance units, options or other stock based awards.
| 2. | 1,373,652 shares may be issued under the FNF FGL Holdings 2017 Omnibus Incentive Plan, which was assumed and amended by FNF in connection with the acquisition of F&G. In accordance with New York Stock Exchange Rules, no stockholder approval was required for the listing of the shares under the plan or for the assumption and amendment of the plan by FNF. Awards under the plan may be made to employees, directors and consultants of FNF and its subsidiaries, other than individuals who were employed or providing services to FNF or any of its subsidiaries immediately prior to date of the merger, June 1, 2020. No awards may be made under the plan after July 24, 2027. |
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS AGREEMENTS WITH CANNAE On November 17, 2017 we completed the split-off, which we refer to as theSplit-Off, of our former wholly-owned subsidiary Cannae Holdings, Inc., orCannae, which consists of the businesses, assets and liabilities formerly attributed to our FNF Ventures Group, orFNF GroupGrou,p, including Ceridian Holding, LLC, American Blue Ribbon Holdings, LLC and T-System Holding LLC. As a result of the Split-Off, FNF and Cannae operate separately. In connection with the Split-Off, our title insurance underwriters Fidelity National Title Insurance Company, Chicago Title Insurance Company and Commonwealth Land Title Insurance Company contributed an aggregate of $100 million to Cannae in exchange for 5,706,134 shares of Cannae common stock. As of December 31, 2019,2021, these shares represented approximately 7.2%6.2% of Cannae’s outstanding shares. We willIn order to maintain the tax-free treatment of the November 17, 2017 split-off of Cannae Holdings, Inc. we are required to dispose of the Cannaethese shares as soon as a disposition is warranted consistent with the business reasons for the ownership of the shares, but in no event later than five years after the Split-Off. by November 17, 2022. | Fidelity National Financial, Inc. | 80 | | | | | | |
In addition, we are subject to certain restrictions regarding voting of our Cannae shares described under “Voting Agreement” below. Fidelity National Financial, Inc. | 76 | | |
We and Cannae have overlapping executive officers and directors. William P. Foley, II, our non- executivenon-executive Chairman, also serves as non-executive Chairman and is a director of Cannae; Brent B. Bickett, who served as our Executive Vice President of Corporate Strategy until November 1, 2019, is President of Cannae; and Michael L. Gravelle, our Executive Vice President, General Counsel and Corporate Secretary, serves as Executive Vice President, General Counsel and Corporate Secretary of Cannae. In addition, our director Richard N. Massey, who served on our board until January 9, 2021, serves on the board of directors of Cannae and has served as Chief Executive Officer of Cannae since November 15, 2019. In order to govern certain of the ongoing relationships between us and Cannae and to provide mechanisms for an orderly transition, we have entered into certain agreements with Cannae, the terms of which are summarized below. VOTING AGREEMENT In connection with the Split-Off and the issuance of the FNF Cannae shares, we entered into a voting agreement with Cannae (thevoting agreement), pursuant to which we have agreed to cause our Cannae shares to be counted as present at any meeting of the stockholders of Cannae for the purpose of establishing a quorum. Additionally, under the voting agreement, we agreed to vote all of our Cannae shares in the same manner as, and in the same proportion to, all shares voted by holders of Cannae common stock (other than FNF and our subsidiaries) until the date on which FNF and our subsidiaries no longer beneficially own shares of Cannae common stock. In addition, we will not deposit any of our Cannae shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any of our Cannae shares, or take any action that would have the effect of preventing or materially delaying us from performing any of our obligations under the voting agreement. TAX MATTERS AGREEMENT We have also entered into a tax matters agreement with Cannae that governs our respective rights, responsibilities and obligations with respect to taxes, the filing of tax returns, the control of audits and other tax matters. As used in this description, the terms FNF and Cannae generally include FNF and Cannae, respectively, and their respective direct and indirect subsidiaries, including any corporations that would be members of the affiliated group of which FNF or Cannae, respectively, is the common parent corporation if they were includible corporations under Section 1504(b) of the Internal Revenue Code, orIRC. Under the tax matters agreement, FNF was obligatedthe parties agreed to pay, or as applicable, indemnify Cannaeone another for anycertain agreed specified losses incurred by Cannae with respect to (i) any taxes imposed by reason of Cannae having been a member of an FNF consolidated group on or prior to the Split-Off date, (ii) any reduction in a tax payable by the FNF common by reason of the use or offset of any tax item that is allocated to Cannae, and (iii) any taxes that are attributable to a disqualifying action. No such events occurred.other. CORPORATE SERVICES AGREEMENT We entered into a corporate services agreement with Cannae (thecorporate services agreement) pursuant to which we will provide Cannae with certain specified services, including insurance administration and risk management; other services typically performed by FNF’sour legal, investor relations, tax, human resources, accounting and internal audit departments; and such other similar services that Cannae may from time to timetime-to-time request or require. 77 | Fidelity National Financial, Inc. | | |
We agreed to use commercially reasonable efforts to keep and maintain in effect its relationships with its licensors, vendors and service providers that are integral to the provision of the corporate services to Cannae. The corporate services agreement willwas to continue in effect until the earlier of (i) the date on which the corporate services agreement is terminated by mutual agreement of Cannae and FNF and (ii) the third anniversary of the date on which the corporate services agreement was entered into. On October 7, 2020, we entered into an Extension of Corporate Services Agreement (the Extension) with Cannae that extended the corporate services agreement for two years until November 17, 2022.
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During the initial three years,three-years, we will provideprovided these corporate services at no cost, other than reimbursement for reasonable out-of-pocket costs and expenses incurred by us in connection with providing such services to Cannae. IfUnder the Extension, FNF will provide certain of the corporate services agreement remains in place for three years and is not mutually terminated by Cannae and FNF prior to that time, following the expiration of the initial three-year term, the corporate services agreementat a standard allocated cost plus 10%. The Extension will automatically renew for successive one-year terms unless FNF and Cannae mutually agree to terminate the agreement. PriorPursuant to any such one-year renewal term, FNF andthe Extension, we received $1.3 million from Cannae will negotiate mutually agreeable arm’s length terms for the compensation Cannae will provide toin consideration of services provided by us in exchange forunder the corporate services agreement during such upcoming one-year term.2021. REGISTRATION RIGHTS AGREEMENT OurFNF’s title insurance underwriter subsidiaries that own Cannae shares (theRegistration Rights Agreements parties) entered into registration rights agreements with Cannae. The registration rights agreements provide the Registration Rights Agreements parties, and their permitted transferees, with the right to require Cannae, at its expense, to register shares of Cannae common stock that the Registration Rights Agreements parties hold. The registration rights agreement also includes certain demand rights, shelf-registration obligations and piggy-back registration rights that could require Cannae to take certain actions to register its securities if requested. The agreements also provide that Cannae will pay certain expenses of thesethe electing holders relating to such registrations and indemnify them against certain liabilities that may arise under the Securities Act. The following description summarizes such rights and circumstances.
Demand Rights
Subject to certain limitations, beginning one-year following the effectiveness of the proxy statement/prospectus related to the Split-Off, the Registration Rights Agreements parties (and their permitted transferees) will have the right, by delivering written notice to Cannae, to require Cannae to register the number of shares of common stock requested to be so registered in accordance with the registration rights agreement. Within five days following receipt of notice of a demand registration, we will be required to give written notice to all other beneficial holders of our registrable shares of common stock that have joined the registration rights agreement.
Subject to certain limitations as described below, Cannae will include in the registration all securities with respect to which its receives a written request for inclusion in the registration within ten days after Cannae gives notice. Following the demand request, Cannae is required to use reasonable best efforts to have the applicable registration statement filed with the SEC within a specified period following the demand and is required to use best efforts to cause the registration statement to be declared effective. Any demand registration must include registrable securities having an aggregate market value of at least $10 million, and holders of Cannae’s registrable securities are limited to one demand registration within any nine month period.
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Shelf Registration Rights on Form S-3
If Cannae is eligible to file a shelf registration statement on Form S-3, holders of registrable securities with registration rights under the registration rights agreement can request that Cannae register their shares for resale. Within five days following receipt of notice of a Form S-3 registration request, Cannae will be required to give written notice to all other beneficial holders of registrable shares of common stock that have joined the registration rights agreement. Subject to certain limitations as described below, Cannae will include in the Form S-3 registration all securities with respect to which it has received a written request for inclusion in the registration within seven days after it gives notice. Following such request, Cannae is required to use reasonable efforts to have the shelf registration statement declared effective. No Form S-3 registration request may be made within nine months following a prior demand or request.
In addition, once a shelf registration statement has been declared effective by the SEC pursuant to the forgoing, thereafter, from time to time, any holder of registrable securities that has joined the registration rights agreement may, by notice to Cannae, require Cannae to register such holder’s registrable securities pursuant to the shelf registration statement.
Piggyback Rights
Holders of registrable shares of common stock under the registration rights agreement will be entitled to request to participate in, or “piggyback” on, registrations of certain securities for sale by Cannae at any time after the Split-Off. This piggyback right will apply to any registration other than registration statements relating to any employee benefit plans, registration statements related to the issuance or resale of securities issued in connection with transactions or corporate reorganizations under Rule 145 of the Securities Act, or registration statements related to stock issued upon conversion of debt securities.
Conditions and Limitations
The registration rights are subject to conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a registration statement and Cannae’s right to delay, suspend or withdraw a registration statement under specified circumstances. Additionally, in certain circumstances Cannae may withdraw a registration upon request by the holder of registrable securities.
REVOLVER NOTE We entered into a revolver note with Cannae, which allows Cannae to borrow revolving loans from us from time to time in an aggregate amount not to exceed $100 million. The proceeds of the revolving loans may be used for investment purposes and working capital needs. The revolving loans accrue interest at LIBOR plus 450 basis points and mature on the five yearfive-year anniversary of the date of the revolver note. The maturity date is automatically extended for additional five yearfive-year terms unless notice of non-renewal is otherwise provided by either FNF or Cannae, in their sole discretion. On February 7, 2019, Cannae borrowed $100 million from FNF under the Cannae Revolver. On June 12, 2019, Cannae repaid to FNF the entire $100 million outstanding amount under the Cannae Revolver. On July 5, 2019, Cannae borrowed $100 million from FNF under the Cannae Revolver. On September 11, 2019, Cannae repaid to FNF the entire $100 million outstanding amount under the Cannae Revolver. As of December 31, 2019,2021, there iswas no outstanding balance under the Cannae Revolver.revolver note. 79 | Fidelity National Financial, Inc. | | |
AGREEMENTS WITH BLACK KNIGHTSALE OF CORPORATE OFFICE
On September 29, 2017, we completed a seriesWe paid $312,000 of transactions that resultedrent in a tax-free spin-off (theSpin-Off) of our majority-owned subsidiary Black Knight Financial Services, Inc., orBKFS, and the formation of a new publicly-traded holding company, Black Knight, Inc., orBlack Knight, which owns all of the outstanding shares of BKFS. As a result of the Spin-Off, FNF and Black Knight are separate independent companies. Mr. Foley, our Chairman of the Board, served as Executive Chairman of Black Knight until December 1, 2019, and since December 2019 has served as non- executive Chairman of the Board of Black Knight. In addition, Mr. Gravelle, our Executive Vice President, General Counsel and Corporate Secretary, serves as Executive Vice President and General Counsel of Black Knight. In addition, Thomas M. Hagerty, Richard N. Massey and John D. Rood serve on the boards of directors of both FNF and Black Knight. We considered Black Knight2021 to be a related party for the period prior to Mr. Foley’s transition to a non-executive role at Black Knight on December 1, 2019.
In order to govern certain of the ongoing relationships between us and Black Knight following the Spin-Off, we have entered into certain agreements with Black Knight, the terms of which are summarized below.
TAX MATTERS AGREEMENT
In connection with the Spin-Off, we entered into a tax matters agreement with Black Knight that governs our respective rights, responsibilities and obligationsCannae with respect to taxes, the filingour continued use of tax returns, the control of audits and other tax matters. As usedoffice space Cannae’s corporate headquarters in this description, the terms FNF and Black Knight generally include FNF and Black Knight, respectively, and their respective direct and indirect subsidiaries, including any corporations that would be members of the affiliated group of which FNF or Black Knight, respectively, is the common parent corporation if they were includible corporations under Section 1504(b) of the IRC.Las Vegas, Nevada.
Under the tax matters agreement, we were required to indemnify Black Knight for (i) any taxes of Black Knight with respect to a pre Spin-Off taxable period, (ii) any taxes (except for taxes otherwise required to be indemnified by us) pursuant to Treasury regulations Section 1.1502- 6 (or comparable provision under any other applicable law) by reason of Black Knight having been a member of an FNF common on or prior to the Spin-Off date, (iii) any taxes resulting from the Spin-Off and related transactions failing to qualify as a reorganization within the meaning of Section 368(a) of the IRC and a distribution to which Section 355 of the IRC applies, (iv) any taxes arising as a result of the separation (other than taxes set forth in clause (iii), above), and (v) all transfer taxes, except, in each case, for taxes that arise from or are attributable to a Black Knight disqualifying action. No such events occurred.
SERVICES AGREEMENTS
We have various agreements with Black Knight, including certain of its subsidiaries, pursuant to which Black Knight provides technology, data and analytics services, as well as corporate shared services and information technology. In addition, we provide certain corporate services to Black Knight, including certain legal services and corporate administrative services. Pursuant to these arrangements, during the year ended December 31, 2019 we received $9 million in revenues and recorded $54 million in net operating expenses from Black Knight and its subsidiaries.
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SALES PROMOTION AGREEMENT
In connection with the Spin-Off, we entered into a Sales Promotion Agreement with Black Knight, which we refer to as thesales promotion agreement. Pursuant to the agreement, each party agrees to cooperate with the other party in promoting such party’s products and services to its customers. If the promotional activities are mutually advantageous, each party shall identify any customers who may be interested in the services of the other party, so that the parties can coordinate appropriate engagement of such promotional activities. The sales promotion agreement has an initial term of five years, and will renew automatically for additional five year terms unless terminated by either party with at least 90 days written notice prior to the start of the next term.
NON-COMPETITION AGREEMENT
In connection with the Spin-Off, we entered into a Non-Competition Agreement with Black Knight, which we refer to as thenon-competition agreement. Pursuant to the agreement, Black Knight will not, among other things, without our prior written consent, engage in or acquire any businesses engaged in title generation/escrow services, appraisal, or default and field services work (other than technology solutions for such services). Such restrictions are subject to an exception allowing Black Knight to acquire a business engaged in such restricted services if at least 90% of such business’ revenue is contributed by activities other than such restricted activities. Black Knight also agreed not to engage in certain transactions such as a merger, sale of assets, or sale of greater than 5% of its equity interests to a buyer that derives 10% or more of its revenue from such restricted services. The non-competition agreement terminates on the tenth anniversary of the date of entry into such agreement.
CROSS-INDEMNITY AGREEMENT
Our ServiceLink subsidiary has entered into a cross indemnity agreement with Black Knight. Pursuant to the cross indemnity agreement, Black Knight indemnifies ServiceLink for liabilities relating to, arising out of or resulting from the conduct of Black Knight’s business or any action, suit or proceeding in which we or any of our subsidiaries are named by reason of being a successor to the business of LPS and the cause of such action, suit or proceeding relates to the business of Black Knight. In return, we indemnify Black Knight for liabilities relating to, arising out of, or resulting from the conduct of our business.
OTHER RELATED PARTY TRANSACTIONS During 2019, certain entities owned or controlled by our non-executive Chairman, William P. Foley II, paid us an aggregate of $54,000 for information technology support services. Amounts paid to the Company by entities owned or controlled by Mr. Foley are believed to be at market rates for similar services or at the cost to provide the service incurred by the Company. Also, during 2019,2021, we paid, in the ordinary course of business, amounts to certain companies owned in whole or part by Mr. Foley including: $527,997$357,364 to Rock Creek Cattle Company, Ltd. and affiliated companies related primarily to hosting Company events, $197,294$476,959 to Black Knight Sports and Entertainment, LLC related primarily to the purchase of season tickets and other tickets used for client entertainment and employee recognition, $543,602 to Foley Family Wines for wine purchases related to employee recognitions, and $164,623$178,667 to Mr. Foley’s other affiliated companies primarily for travel to and hosting Company events. We believe the amounts charged to us in the foregoing transactions were fair and reasonable and represent market rates that would be charged to unaffiliated third partythird-party customers for the same types of services. We believe that FNF receives intangible business benefits as a result of these activities as they foster increased loyalty to the Company. 81 | Fidelity National Financial, Inc. | 82 | | | | | | |
On November 17, 2017, we entered into a services agreement with F&G (as the successor to CF Corporation) pursuant to which FNF provides certain transactional and operational services and advice. In consideration of the services provided by FNF to F&G during the term of the services agreement, FNF will receive fees up to $6,000,000. In 2019, F&G paid FNF $3,000,000 for services rendered pursuant to the services agreement. Mr. Foley serves as Co-Chairman of the board of directors of F&G and indirectly holds a 6.7% ownership interest in F&G. FNF holds a 7.6% ownership interest in F&G.
On November 1, 2019, we entered into a services agreement with Trasimene Capital Management, LLC (Trasimene) pursuant to which Trasimene will provide certain advisory services to us, including but not limited to ongoing tax and finance services and investment advisory services with respect to potential acquisitions, divestitures and other corporate transactions. In consideration of the services provided by Trasimene to FNF, we will pay an employee services fee of $500,000 related to services provided by a Trasimene employee related to the tax and finance services provided under the agreement. In addition, we will pay Trasimene a mutually agreed upon fee in connection with any acquisitions, divestitures, financings or liquidity events, which fee shall be consistent with market rates. We paid Trasimene $125,000In 2021, we accrued expenses of $450,000 under the services agreement with respect to tax and finance-related employee services rendered during the period October 1, 2019 through December 31, 2019. A special committee of the FNF board that considered the acquisition of F&G engaged Trasimene as a financial advisor in connection with the F&G acquisition. Trasimene will receive a fee for its servicesrelated to the FNF special committee, a substantial portionoffering of which is contingent upon the consummation of the F&G acquisition transaction.our 3.20% Senior Notes due 2051. Mr. Foley is the Managing Member and a Senior Managing Director and holds an ownershipa controlling interest in Trasimene. Our former director Richard N. Massey is a Senior Managing Director and holds an ownership interest in Trasimene. On December 7, 2020, our wholly-owned subsidiaries Fidelity National Title Insurance Company (FNTIC), Commonwealth Land Title Insurance Company (Commonwealth Title), Chicago Title Insurance Company (Chicago Title) and F&G (collectively, the FTAC II Subscribers), entered into common stock subscription agreements with Paysafe and FTAC II to purchase in the aggregate $500 million (the Paysafe Purchase Price) of common shares, par value $0.001 per share, of Paysafe at a purchase price of $10.00 per share (the PIPE Investment). On March 30, 2021, FTAC II merged with Paysafe Ltd., an exempted limited company incorporated under the laws of Bermuda and a leading integrated payments platform (the FTAC II Paysafe Merger), in accordance with the agreement and plan of merger dated December 7, 2020. The combined company operates as Paysafe and is traded on the NYSE under the symbol PSFE. The FTAC II Paysafe Merger was funded with the cash held in trust at FTAC II, forward purchase commitments, private investment in public equity (PIPE) commitments and equity of Paysafe. On March 30, 2021, the FTAC II Subscribers funded the Paysafe Purchase Price and received 50 million common shares of Paysafe. As of December 31, we held approximately 6.2% of the outstanding common shares of Paysafe with a fair value of $176 million. In connection with the PIPE Investment, we received a fee of 1.6% of the Paysafe Purchase Price in accordance with the agreement and plan of merger dated December 7, 2020. On January 25, 2021, our wholly-owned subsidiaries FNTIC, Commonwealth Title and Chicago Title (collectively, the FTAC Subscribers) entered into common stock subscription agreements (the FTAC Subscription Agreements) with Alight (f/k/a Acrobat Holdings, Inc.) and FTAC to purchase in the aggregate $150 million (the Alight Purchase Price) of Class A Common Stock, par value $.001 per share, of Alight at a purchase price of $10.00 per share. On June 29, 2021, we funded the Alight Purchase Price. Additionally, Alight paid the FTAC Subscribers a fee of 2.5% of the Alight Purchase Price upon closing of the transactions in accordance with the Business Combination Agreement dated January 25, 2021, as amended and restated April 29, 2021, by and among FTAC, Alight and other parties thereto. On July 2, 2021, FTAC merged with Alight. The combined company operates as Alight, Inc. and is traded on the NYSE under the symbol “ALIT.” As of December 31, we held approximately 2.7% of the outstanding common shares of Alight with a fair value of $162 million. Sara Bennett, the daughter in lawdaughter-in-law of Mr. Quirk, is an attorney who is employed by a subsidiary of the Company as underwriting counsel. In 2019,2021, Ms. Bennett’s gross earnings were $354,000,$751,000, which is consistent with other employees holding similar titles at the Company. She also received health and other benefits customarily provided to similarly situated employees. Our audit committee has reviewed and approved each of the transactions described above in accordance with the terms of our Code of Conduct related to the approval of related party transactions, which are described below. 83 | Fidelity National Financial, Inc. | | | | | | | |
REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS Pursuant to our codes of ethics, a “conflict of interest” occurs when an individual’s private interest interferes or appears to interfere with our interests, and can arise when a director, officer or employee takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Anything that would present a conflict for a director, officer or employee would also likely present a conflict if it iswere related to a member of his or her family. Our code of ethics states that clear conflict of interest situations involving directors, executive officers and other employees who occupy supervisory positions or who have discretionary authority in dealing with any third party specified below may include the following: | • | Any significant ownership interest in any supplier or customer; | | | |
| • | Any consulting or employment relationship with any customer, supplier or competitor; and | | | |
Any significant ownership interest in any supplier or customer; Any consulting or employment relationship with any customer, supplier or competitor; and Selling anything to us or buying anything from us, except on the same terms and conditions as comparable directors, officers or employees are permitted to so purchase or sell. Fidelity National Financial, Inc. | 82 | | |
It is our policy to review all relationships and transactions in which we and our directors or executive officers (or their immediate family members) are participants in order to determine whether the director or officer in question has or may have a direct or indirect material interest. Our Chief Compliance Officer, together with our legal staff, is primarily responsible for developing and implementing procedures to obtain the necessary information from our directors and officers regarding transactions to/from related persons. Any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest must be discussed promptly with our Chief Compliance Officer. The Chief Compliance Officer, together with our legal staff, then reviews the transaction or relationship, and considers the material terms of the transaction or relationship, including the importance of the transaction or relationship to us, the nature of the related person’s interest in the transaction or relationship, whether the transaction or relationship would likely impair the judgment of a director or executive officer to act in our best interest, and any other factors such officer deems appropriate. After reviewing the facts and circumstances of each transaction, the Chief Compliance Officer, with assistance from the legal staff, determines whether the director or officer in question (or their immediate family member) has a direct or indirect material interest in the transaction and whether or not to approve the transaction in question. With respect to our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, our codes of ethics require that each such officer must: | • | Discuss any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest with our General Counsel; | | | |
| • | In the case of our Chief Financial Officer and Chief Accounting Officer, obtain the prior written approval of our General Counsel for all material transactions or relationships that could reasonably be expected to give rise to a conflict of interest; and | | | |
Discuss any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest with our General Counsel; In the case of our Chief Financial Officer and Chief Accounting Officer, obtain the prior written approval of our General Counsel for all material transactions or relationships that could reasonably be expected to give rise to a conflict of interest; and In the case of our Chief Executive Officer, obtain the prior written approval of the audit committee for all material transactions that could reasonably be expected to give rise to a conflict of interest. | Fidelity National Financial, Inc. | 84 | | | | | | |
In the case of any material transactions or relationships involving our Chief Financial Officer or our Chief Accounting Officer, the General Counsel must submit a list of any approved material transactions semiannually to the audit committee for its review. Under Securities and Exchange Commission rules, certain transactions in which we are or will be a participant and in which our directors, executive officers, certain shareholders and certain other related persons had or will have a direct or indirect material interest are required to be disclosed in this related person transactions section of our proxy statement. In addition to the procedures above, our audit committee reviews and approves or ratifies any such transactions that are required to be disclosed. The committee makes these decisions based on its consideration of all relevant factors. The review may be before or after the commencement of the transaction. If a transaction is reviewed and not approved or ratified, the committee may recommend a course of action to be taken. 83 | Fidelity National Financial, Inc. | | |
SHAREHOLDER PROPOSALS AND NOMINATIONS Any proposal that a shareholder wishes to be considered for inclusion in the proxy and proxy statement relating to the Annual Meeting of Shareholders to be held in 2021,2023, including submissions of shareholder director nominations in accordance with the proxy access procedures set forth in our bylaws, must be received by the Company no later than December 26, 2020.29, 2022. Any other proposal or director nomination that a shareholder wishes to bring before the 20212023 Annual Meeting of Shareholders without inclusion of such proposalmatter in the Company’s proxy materials must also be received by the Company no later than December 26, 2020. Any nominations pursuant to our proxy access bylaw must also be received by the Company no later than December 26, 2020.29, 2022. All proposals and nominations must comply with the applicable requirements or conditions established by the Securities and Exchange Commission and the Company’s bylaws, which requiresrequire among other things, certain information to be provided in connection with the submission of shareholder proposals. All proposals and nominations must be directed to the Secretary of the Company at 601 Riverside Avenue, Jacksonville, Florida 32204. The persons designated as proxies by the Company in connection with the 20202023 Annual Meeting of Shareholders will have discretionary voting authority with respect to any shareholder proposal for which the Company does not receive timely notice. In addition to satisfying the foregoing requirements, to comply with the universal proxy rules (once they become effective), shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Act of 1934, as amended, no later than April 16, 2023.
OTHER MATTERS TheCompanyThe Company knows of no other matters to be submitted at the meeting. If any other matters properly come before the meeting, the enclosedyour proxy card confers discretionary authority on the persons named in the enclosedyour proxy card to vote as they deem appropriate on such matters. It is the intention of the persons named in the enclosedyour proxy card to vote the shares in accordance with their best judgment.
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AVAILABLE INFORMATION The Company files Annual Reports on Form 10-K with the Securities and Exchange Commission. A copy of the Annual Report on Form 10-K for the fiscal year ended December 31, 20192021 (except for certain exhibits thereto), including our audited financial statements and financial statement schedules, may be obtained, free of charge, upon written request by any shareholder to Fidelity National Financial, Inc., 601 Riverside Avenue, Jacksonville, Florida 32204, Attention: Investor Relations. Copies of all exhibits to the Annual Report on Form 10-K are available upon a similar request, subject to reimbursing the Company for its expenses in supplying any exhibit. By Order of the Board of Directors
Raymond R. QuirkMichael J. Nolan
Chief Executive Officer
Dated: April 23, 2020May 6, 2022 | Fidelity National Financial, Inc. | 8486 | | | | | | |
ANNEX A: FIDELITY NATIONAL FINANCIAL, INC. AMENDED AND RESTATED 2013 EMPLOYEE STOCK PURCHASE PLAN Fidelity National Financial, Inc., a Delaware corporation (hereinafter referred to as the “Company”), hereby amends and restates the “Fidelity National Financial, Inc. 2013 Employee Stock Purchase Plan” (hereinafter referred to as the “Plan”), effective as of the date of the Company’s annual shareholder meeting in 2022. The Plan was last approved by the Company’s shareholders at the Company’s annual shareholder meeting in 2014 (the “Effective Date”). The Plan became effective on October 1, 2013. The Plan shall remain in effect, subject to the right of the Board to amend or terminate the Plan at any time pursuant to Section 10.1 hereof, until all of the shares of Company Stock authorized under the Plan have been purchased according to the Plan’s provisions. ARTICLE 1 PURPOSE OF THE PLAN | 1.1 | PURPOSE. The Company has determined that it is in its best interests to provide an incentive to attract and retain Employees and to increase Employee morale by providing a program through which Employees may acquire a proprietary interest in the Company through the purchase of shares of Company Stock. The Plan shall permit Employees to purchase shares of Company Stock through payroll deductions and through a Company matching program. Participation in the Plan is entirely voluntary and neither the Company nor any of its Subsidiaries makes any recommendations to their Employees as to whether they should participate in the Plan. The Plan is not intended to be an employee benefit plan under the Employee Retirement Income Security Act of 1974, as amended, nor qualify as an “employee stock purchase plan” under Section 423 of the Code. |
ARTICLE 2 DEFINITIONS Capitalized terms used herein without definition shall have the respective meanings set forth below: | 2.1 | ACCOUNT. “Account” means the bookkeeping entry maintained by the Company on behalf of each Participant for the purpose of accounting for all Participant Contributions credited to the Participant pursuant to the Plan. |
| 2.2 | BASE EARNINGS. “Base Earnings” means the amount of a Participant’s regular salary before deductions required by law and deductions authorized by the Participant, including any elective deferrals with respect to a plan of an Employer qualified under Sections 125 or 401(a) of the Code and any amounts deferred by the Participant to a nonqualified deferred compensation plan sponsored by an Employer. In the case of Participants primarily compensated on a commission basis, “Base Earnings” may include commission earnings not to exceed $10,000 per month. “Base Earnings” shall not include: wages paid for overtime, extended workweek schedules or any other form of extra compensation, payments made by an Employer based upon salary for Social Security, workers’ compensation, unemployment compensation, disability payments or any other payment mandated by state or federal statute, or salary-related contributions made by an Employer for insurance, annuity or any other employee benefit plan. |
A-1 | Fidelity National Financial, Inc. | | | | | | | |
FIDELITY NATIONAL FINANCIAL, INC.
601 RIVERSIDE AVENUE
JACKSONVILLE, FLORIDA 32204
| 2.3 | BOARD. “Board” means the Board of Directors of the Company. |
| 2.4 | BROKER. “Broker” means the financial institution designated by the Company to act as Broker for the Plan. |
| 2.5 | CODE. “Code” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. |
| 2.6 | COMMITTEE. “Committee” means the Committee described in Article 8. |
| 2.7 | COMPANY. “Company” means Fidelity National Financial, Inc., a Delaware corporation, and any successor thereto. |
| 2.8 | COMPANY STOCK. “Company Stock” means the common stock of the Company, par value $0.0001 per share. |
| 2.9 | EMPLOYEE. “Employee” means each person currently employed by an Employer (a) any portion of whose income is subject to withholding of income tax or for whom Social Security retirement contributions are made by an Employer, or (b) who qualifies as a common-law employee of an Employer. Notwithstanding the foregoing, persons determined by the Committee not to be Employees and persons on a leave of absence shall not be treated as “Employees” for purposes of this Plan. |
| 2.10 | EMPLOYER. “Employer” means the Company and any Subsidiary designated by the Committee. |
| 2.11 | MATCHING DATE. “Matching Date” means the date during the calendar month following the annual anniversary of the applicable Quarter End on which an Employer credits Match Shares to a Participant’s Share Account. |
| 2.12 | MATCH PRICE. “Match Price” means the closing price of a share of Company Stock on the Wednesday preceding the Matching Date (or on such other date during the week that includes the Matching Date, as determined by the Company). |
| 2.13 | MATCH SHARES. “Match Shares” means shares of Company Stock credited to Participants’ Share Accounts pursuant to Article 5 and Sections 6.1 and 6.2(a). |
| 2.14 | PARTICIPANT. “Participant” means an Employee who has satisfied the eligibility requirements of Section 3.1 and has become a participant in the Plan in accordance with Section 3.2. |
| 2.15 | PAYROLL PERIOD. “Payroll Period” means the pay periods coinciding with an Employer’s payroll practices, as revised from time to time. |
| 2.16 | PLAN YEAR. “Plan Year” means the twelve consecutive month period ending each December 31. |
| 2.17 | PREVIOUSLY RELATED EMPLOYER. “Previously Related Employer” means Black Knight, Inc., Cannae Holdings, Inc., and Fidelity National Information Services, Inc. (and any predecessor, successor or Subsidiary of any of the foregoing). |
| Fidelity National Financial, Inc. | A-2 | | | | | | |
| 2.18 | QUALIFYING EMPLOYMENT. “Qualifying Employment” means (i) employment with any Employer (including both current employment and, with respect to employees who were reinstated or rehired by an Employer within one (1) year after the cessation of employment with an Employer, employment with the Employer prior to the cessation of employment) and (ii) employment with a Previously Related Employer prior to commencing employment with an Employer (provided that the employee was hired by the Employer within one (1) year after cessation of employment with the Previously Related Employer). |
| 2.19 | QUARTER. “Quarter” means, with respect to each Plan Year, the following four calendar quarters: January 1 through March 31, April 1 through June 30, July 1 through September 30 and October 1 through December 31. |
| 2.20 | QUARTER END. “Quarter End” means the last day of each Quarter (i.e., March 31, June 30, September 30 or December 31). |
| 2.21 | SHARE ACCOUNT. “Share Account” means the account maintained by the Broker on behalf of each Participant for the purpose of accounting for Match Shares and Company Stock purchased by the Participant pursuant to the Plan. |
| 2.22 | SUBSIDIARY. “Subsidiary” means any corporation in which the Company owns, directly or indirectly, at least fifty percent (50%) of the total combined voting power of all classes of stock, or any other entity (including, but not limited to, partnerships and joint ventures) in which the Company owns, directly or indirectly, at least fifty percent (50%) of the combined equity thereof. |
FIDELITY NATIONAL FINANCIAL, INC. 601 RIVERSIDE AVE. JACKSONVILLE, FL 32204 VOTE BY INTERNET Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 9, 2020 for shares held directly and by 11:59 p.m. Eastern Time on June 7, 2020 for shares heldARTICLE 3 ELIGIBILITY AND PARTICIPATION
| (a) | Each Employee of an Employer who was a Participant in the Plan as of the Effective Date shall continue to be eligible to participate in the Plan. |
| (b) | Notwithstanding any other provisions herein, each Employee who was employed by an organization, which was part of a corporate transaction with the Company immediately prior to commencing employment with an Employer, shall be eligible to participate in the Plan upon commencing employment with an Employer if (1) such corporate transaction documents provided for such immediate eligibility or (2) the Committee so decides. |
| (c) | All other Employees of an Employer shall be eligible to become Participants in the Plan following the later of: |
| (i) | attaining the age of eighteen (18), and |
| (ii) | the completion of ninety (90) days of Qualifying Employment. |
The Committee may, in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Useits discretion, waive any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 9, 2020 for shares held directly and by 11:59 p.m. Eastern Time on June 7, 2020 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D09295-P37157 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY FIDELITY NATIONAL FINANCIAL, INC. For Withhold For All To withhold authority to vote for any individual The Board of Directors recommends you vote FOR the All All Except nominee(s), mark "For All Except" and write the number(s) of the nominee(s)foregoing eligibility requirements on the line below. following: 1. Election of four Class III directors to serve until the 2023 ! ! ! annual meeting of shareholders.Nominees: 01) William P. Foley, II 02) Douglas K. Ammerman 03) Thomas M. Hagerty 04) Peter O. Shea, Jr. The Board of Directors recommends you vote FOR the proposals 2 and 3: 2. Approval of a non-binding advisory resolution on the compensation paid to our named executive officers. 3. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2020 fiscal year. NOTE: To transact such other business as may properly come before the meetingan individual or any adjournment thereof. For Against Abstain ! ! ! ! ! ! Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Dategroup basis. A-3 | Fidelity National Financial, Inc. | | | | | | | |
| 3.2 | PARTICIPATION. An Employee who has satisfied the eligibility requirements of Section 3.1 may become a Participant in the Plan upon his or her completion of such enrollment procedures as the Company may prescribe, which procedures may include responding to enrollment procedures set forth via an Internet website or a voice response system authorizing payroll deductions. Payroll deductions for a Participant shall commence as soon as administratively practicable following the completion of the enrollment procedures established by the Company and shall remain in effect until changed by the Participant in accordance with Section 4.2 below. Employees who become eligible to participate in the Plan due, in whole or in part, to Qualifying Employment attributable to prior employment with an Employer or with a Previously Related Employer will commence participation on the first day of the month following the later of (a) commencement of employment with an Employer (if the employee has (90) days of Qualifying Employment on the employment commencement date) and (b) completion of ninety (90) days of Qualifying Employment. |
| 3.3 | SPECIAL RULES. In the event that a person is excluded from participation in the Plan under Section 2.9 above and a court of competent jurisdiction determines that the person is eligible to participate in the Plan, the person shall be treated as an Employee only from the date of the court’s determination and shall not be entitled to retroactive participation in the Plan. |
Fidelity National Financial, Inc. Meeting Information* 2020 Annual Meeting of ShareholdersARTICLE 4 PARTICIPANT CONTRIBUTIONS
| 4.1 | PARTICIPANT ELECTION. Pursuant to the enrollment procedures established by the Company in Section 3.2, each Participant shall designate the amount of payroll deductions (“Participant Contributions”) to be made from his or her paycheck to purchase Company Stock under the Plan. The amount of Participant Contributions shall be designated in whole percentages of Base Earnings, of at least 3% and not to exceed 15% of Base Earnings for any Plan Year. The amount so designated by the Participant shall be effective as soon as administratively practicable following completion of the enrollment procedures and shall continue until terminated or altered in accordance with Section 4.2 below. |
| 4.2 | CHANGES IN ELECTION. In accordance with procedures established by the Company, a Participant may decrease or increase the rate of his or her Participant Contributions or elect to discontinue his or her Participant Contributions, in either case as soon as administratively practicable. No such election may be made retroactive, and any new election shall remain in effect until subsequently modified by the Participant pursuant to this Section 4.2. |
| 4.3 | PARTICIPANT ACCOUNTS. The Company shall establish and maintain a separate Account for each Participant. The amount of each Participant’s Participant Contribution shall be credited to his or her Account. No interest shall accrue at any time for any amount credited to an Account of a Participant. |
| Fidelity National Financial, Inc. | A-4 | | | | | | |
ARTICLE 5 COMPANY MATCH | 5.1 | ELIGIBILITY TO RECEIVE MATCH SHARES; MATCH FORMULA. Each Employee who is a Participant in the Plan and remains an Employee on each day from a Quarter End until the Matching Date for such Quarter End shall be eligible to receive Match Shares. The number of Match Shares credited to a Participant’s Share Account pursuant to Article 6 shall be determined by dividing the Participant’s “Matching Credit” (determined pursuant to this Article 5) by the applicable Match Price. |
| 5.2 | OFFICERS. For each Officer who is a Participant in the Plan and remains an Employee on each day from a Quarter End until the Matching Date for such Quarter End, the Matching Credit shall be an amount equal to one-half of the amount of the Participant Contributions credited to the Participant’s Account for the Quarter ending on the applicable Quarter End. For purposes of the Plan and unless otherwise determined by the Committee, “Officer” means chief executive officer, president, executive vice president, senior vice president, vice president, or assistant vice president. |
| 5.3 | OTHER PARTICIPANTS. For each Participant who is not an Officer under Section 5.2 above and who remains an Employee on each day from a Quarter End until the Matching Date for such Quarter End, the Matching Credit shall be an amount equal to one-third of the amount of Participant Contributions credited to the Participant’s Account for the Quarter ending on the applicable Quarter End. |
| 5.4 | TEN-YEAR EMPLOYEES. Notwithstanding the provisions of Section 5.3 to the contrary, with respect to each Participant who has completed at least ten years of Qualifying Employment as of a Matching Date (“Ten-Year Employee”), the Matching Credit for such Participant under Section 5.3 above with respect to any Participant Contributions made on or after the date the Participant becomes a Ten-Year Employee shall be one-half of the amount of the Participant’s Participant Contributions instead of one-third. For purposes of this Section 5.4, unless determined otherwise by the Committee, a Participant’s years of employment shall include such Participant’s years of employment with a Previously Related Employer or such Participant’s years of employment with an organization that was part of a corporate transaction with the Company immediately prior to commencing employment with an Employer if (1) such corporate transaction documents provided for such credit or (2) if the Committee so decides. |
| 5.5 | CHANGES IN STATUS. In the event that a Participant becomes an Officer of an Employer, as described in Section 5.2 herein, or a Ten-Year Employee, as described in Section 5.4 herein, during a Quarter, for purposes of determining such Participant’s Matching Credit, all Participant Contributions made during the Quarter in which the change in status occurred shall be considered to have been made as an Officer or Ten-Year Employee for that Quarter. |
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| 5.6 | PREVIOUSLY RELATED EMPLOYER CREDITS. With respect to each Participant who was participating in an Employee Stock Purchase Plan of a Previously Related Employer when the Participant’s employment with the Previously Related Employer terminated, for the first four Matching Dates following such Participant’s commencement of employment with the Company, if the Participant remains an Employee through such Matching Dates, the Participant may receive a Matching Credit equal to the matching contribution or matching credit the Participant would have received under the Employee Stock Purchase Plan maintained by the Previously Related Employer had the Participant continued to be eligible to participate in such plan through such Matching Dates. |
ARTICLE 6 PURCHASE OF STOCK AND ALLOCATION OF MATCH SHARES | 6.1 | PURCHASE OF COMPANY STOCK. As soon as practicable following the close of each Payroll Period, the amount credited to a Participant’s Account shall be transferred by the Company or an Employer to the Broker, and the Company shall cause the Broker to use such amount to purchase shares of Company Stock on the open market on the Participant’s behalf (each such case, a “Purchase Date”). Any balance remaining after the purchase shall be credited to the Participant’s Share Account and shall be used to purchase additional shares of Company Stock as of the next Purchase Date. |
| 6.2 | MATCHING ALLOCATIONS. As soon as practicable following each Quarter End, the Company shall cause to be allocated to the Share Account of each Participant who is eligible to receive Match Shares that number of Match Shares determined pursuant to Article 5. Match Shares shall be posted to the Participant’s Share Account as soon as practicable after, and credited to such Share Account as of, each Matching Date. |
| 6.3 | FEES AND COMMISSIONS. The Company shall pay the Broker’s administrative charges for opening the Share Accounts for the Participants and the brokerage commissions on purchases made that are attributable to Match Shares and the purchase of Company Stock with Participant Contributions. Participants shall pay all other expenses of their Share Account, including but not limited to the Broker’s fees attributable to the issuance of certificates for any and all shares of Company Stock held in a Participant’s Share Account. Participants shall also pay the brokerage commissions and any charges associated with the sale of Company Stock held in the Participant’s Share Account. |
| Fidelity National Financial, Inc. | A-6 | | | | | | |
ARTICLE 7 TERMINATION OF EMPLOYMENT | 7.1 | TERMINATION OF EMPLOYMENT. In the event that a Participant’s employment with an Employer terminates for any reason, the Participant will cease to be a Participant in the Plan as of the date of termination. All cash in the Participant’s Account will be transferred to the Participant’s Share Account. The Broker may continue to maintain the Participant’s Share Account on behalf of the Participant; however, the Participant’s Share Account will cease to be administered under or have any other affiliation with the Plan. As of the date of termination of employment, the Participant shall pay for any and all expenses and costs related to his or her Share Account, including but not limited to the brokerage commissions on purchases of shares of Company stock made on or after the date of termination and any other fees, commissions, or charges for which the Participant would otherwise have been responsible if he or she had continued to be a Participant in the Plan. |
ARTICLE 8 PLAN ADMINISTRATION | (a) | Authority to control and manage the operation and administration of the Plan shall be vested in the Board, or a committee (“Committee”) appointed by the Board. Until such time as the Board appoints a Committee to administer the Plan, the Board shall serve as the Committee for purposes of the Plan. The Board or Committee shall have all powers necessary to supervise the administration of the Plan and control its operations. |
| (b) | In addition to any powers and authority conferred on the Board or Committee elsewhere in the Plan or by law, the Board or Committee shall have the following powers and authority: |
| (i) | To designate agents to carry out responsibilities relating to the Plan; |
| (ii) | To administer, interpret, construe and apply this Plan and to answer all questions that may arise or that may be raised under this Plan by a Participant, his or her beneficiary or any other person whatsoever; |
| (iii) | To establish rules and procedures from time to time for the conduct of its business and for the administration and effectuation of its responsibilities under the Plan; and |
| (iv) | To perform or cause to be performed such further acts as it may deem to be necessary, appropriate, or convenient for the operation of the Plan. |
| (c) | Any action taken in good faith by the Board or Committee or their designated agents in the exercise of authority conferred upon it by this Plan shall be conclusive and binding upon a Participant and his or her beneficiaries. All discretionary powers conferred upon the Board and Committee shall be absolute. |
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| 8.2 | LIMITATION ON LIABILITY. No Employee, officer, member of the Board or Committee, or designated agent of the Board or Committee shall be subject to any liability with respect to his or her duties under the Plan unless the person acts fraudulently or in bad faith. To the extent permitted by law, the Company shall indemnify each member of the Board or Committee and any of their designated agents, and any other Employee or officer of an Employer with duties under the Plan who was or is a party, or is threatened to be made a party, to any threatened, pending or completed proceeding, whether civil, criminal, administrative, or investigative, by reason of the person’s conduct in the performance of his or her duties under the Plan. |
ARTICLE 9 COMPANY STOCK | 9.1 | MAXIMUM NUMBER OF SHARES. Subject to Section 9.3 below, the maximum number of shares of Company Stock which may be allocated as Match Shares and purchased under the Plan pursuant to Participant Contributions on or after the Effective Date is 33,524,677 shares of Company Stock, which, for clarity, includes the 15,000,000 shares authorization approved at the Company’s annual shareholder meeting in 2014, 6,524,677 additional shares of Company Stock resulting from the anti-dilution adjustments pursuant to Section 9.3 below in connection with the reclassification of the Company’s common stock in June 2014 to create two tracking stocks and the spin-off of Black Knight, Inc. in September 2017, and 12,000,000 shares of Company Stock added pursuant to the amendment and restatement of the Plan that was approved at the Company’s annual shareholder meeting in 2022. All shares of Company Stock purchased pursuant to the terms of this Plan shall be purchased on the open market. |
| 9.2 | VOTING COMPANY STOCK. The Participant will have no interest or voting right in shares of Company Stock to be purchased under Article 6 of the Plan until such shares have been posted to the Participant’s Share Account. |
| 9.3 | ADJUSTMENTS. In the event of any merger, reorganization, consolidation, recapitalization, liquidation, stock dividend, split-up, spin-off, stock split, reverse stock split, share combination, share exchange, extraordinary dividend, or any change in the corporate structure affecting the shares of Company Stock, such adjustment shall be made in the number and kind of shares of Company Stock that may be purchased under the Plan as set forth in Section 9.1, as may be determined to be appropriate and equitable by the Committee, in its sole discretion. The decision by the Committee regarding any such adjustment shall be final, binding and conclusive. |
| Fidelity National Financial, Inc. | A-8 | | | | | | |
ARTICLE 10 2020 10:00 a.m. Eastern Time 601 Riverside Avenue Jacksonville, FL 32204 * As part of our precautions regarding the coronavirus (COVID-19), we may announce additional or alternative arrangements for the annual meeting, which may include holding the meeting solely by means of remote communication. If we take this step, we will announce the decision in advance and provide you with details on how to participate. Please monitor the Investor Info page of our website atwww.fnf.com and our filings with the SEC for updated information. If you are planning to attend our meeting, please check the website the week of the meeting. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. D09296-P37157 FIDELITY NATIONAL FINANCIAL, INC. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF FIDELITY NATIONAL FINANCIAL, INC. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 10, 2020 The undersigned hereby appoints the Chief Executive Officer, Corporate Secretary and Assistant Corporate Secretary of Fidelity National Financial, Inc. ("FNF"), and each of them, as Proxies, each with full power of substitution, and hereby authorizes each of them to represent and to vote, as designated on the reverse side, all the shares of common stock held of record by the undersigned as of April 13, 2020, at the Annual Meeting of Shareholders to be held at 10:00 a.m., Eastern Time, in the Peninsular Auditorium at 601 Riverside Avenue, Jacksonville, FL 32204 on June 10, 2020, or any adjournment thereof. This instruction and proxy card is also solicited by the Board of Directors of FNF for use at the Annual Meeting of Shareholders on June 10, 2020 at 10:00 a.m., Eastern Time, from persons who participate in the Fidelity National Financial, Inc. 401(k) Profit Sharing Plan (the "401(k) Plan"). By signing this instruction and proxy card, the undersigned hereby instructs Wells Fargo Bank Minnesota, N.A. (the "Trustee" for the 401(k) Plan) to exercise the voting rights relating to any shares of common stock allocable to his or her account(s) as of April 13, 2020. For shares voted by mail, this instruction and proxy card is to be returned to the tabulation agent (Fidelity National Financial, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717). All voting instructions for shares in the 401(k) Plan, whether voted by mail, telephone or internet, must be received by 11:59 p.m., Eastern Time, on June 7, 2020. The Trustee will tabulate the votes from all 401(k) Plan participants received by the deadline and will determine the ratio of votes for and against each item. The Trustee will then vote all shares held in the 401(k) Plan according to these ratios. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO SUCH DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. Continued and to be signed on reverse sideMISCELLANEOUS MATTERS | 10.1 | AMENDMENT AND TERMINATION. Since future conditions affecting the Company cannot be anticipated or foreseen, the Board reserves the right to amend, modify, or terminate the Plan at any time; provided, however, that no amendment that requires stockholder approval in order for the Plan to continue to comply with the New York Stock Exchange listing standards or any rule promulgated by the United States Securities and Exchange Commission or any securities exchange on which the securities of the Company are listed shall be effective unless such amendment shall be approved by the requisite vote of stockholders of the Company entitled to vote thereon within the time period required under such applicable listing standard or rule. Upon termination of the Plan, all cash in an Employee’s Account will be transferred to the Employee’s Share Account. The Broker may continue to maintain the Employee’s Share Account on behalf of the Employee; however, the Participant’s Share Account will cease to be administered under or have any other affiliation with the Plan, and the Employee shall thereafter be responsible for any and all expenses and costs related to his or her Share Account. Notwithstanding the foregoing, no such amendment or termination shall affect rights previously granted, nor may an amendment make any change in any right previously granted which adversely affects the rights of any Participant without the consent of such Participant. |
| 10.2 | TAX WITHOLDING. The Company shall have the right to deduct from all amounts payable or provided to a Participant (whether under this Plan or otherwise) any taxes required by law to be withheld in respect of amounts payable or provided under this Plan. Withholding with respect to Match Shares may be satisfied, at the Company’s option, by withholding from a Participant’s other wages, by reducing the number of Match Shares credited to a Participant’s Share Account by that number of shares of Company Stock having a fair market value equal to all or part of the withholding obligation, by requiring the Participant to remit the withholding amount to the Company or the Participant’s Employer, and/or by such other means as the Company or the Participant’s Employer may determine. |
| 10.3 | BENEFITS NOT ALIENABLE. Benefits under the Plan may not be assigned or alienated, whether voluntarily or involuntarily, except as expressly permitted in this Plan. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect. |
| 10.4 | NO ENLARGEMENT OF EMPLOYEE RIGHTS. This Plan is strictly a voluntary undertaking on the part of an Employer and shall not be deemed to constitute a contract between an Employer and any Employee or to be consideration for, or an inducement to, or a condition of, the employment of any Employee. Nothing contained in the Plan shall be deemed to give the right to any Employee to be retained in the employ of an Employer or to interfere with the right of an Employer to discharge any Employee at any time. |
| 10.5 | GOVERNING LAW. To the extent not preempted by Federal law, the Plan shall be construed in accordance with and governed by the laws of the State of Florida, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan to the substantive law of another jurisdiction. |
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| 10.6 | NON-BUSINESS DAYS. When any act under the Plan is required to be performed on a day that falls on a Saturday, Sunday or legal holiday, that act shall be performed on the next succeeding day which is not a Saturday, Sunday or legal holiday. |
| 10.7 | COMPLIANCE WITH SECURITIES LAWS. Notwithstanding any provision of the Plan to the contrary, the Committee shall administer the Plan in such a way to insure that the Plan at all times complies with any applicable requirements of Federal securities laws. |
| Fidelity National Financial, Inc. | A-10 | | | | | | |
| FIDELITY NATIONAL FINANCIAL, INC. 601 RIVERSIDE AVENUE JACKSONVILLE, FLORIDA 32204 | |
| Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. D86503-P72467 ! ! ! For All Withhold All For All Except For Against Abstain ! ! ! ! ! ! To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. FIDELITY NATIONAL FINANCIAL, INC. 601 RIVERSIDE AVE. JACKSONVILLE, FL 32204 Nominees: 01) Halim Dhanidina 02) Daniel D. (Ron) Lane 03) Cary H. Thompson 1. Election of three Class II directors to serve until the 2025 annual meeting of shareholders. FIDELITY NATIONAL FINANCIAL, INC. The Board of Directors recommends you vote FOR ALL for Proposal 1: Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. 2. Approval of a non-binding advisory resolution on the compensation paid to our named executive officers. 3. Approval of the Amended and Restated Fidelity National Financial, Inc. 2013 Employee Stock Purchase Plan. 4. Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2022 fiscal year. The Board of Directors recommends you vote FOR Proposals 2, 3 and 4: NOTE: To transact such other business as may properly come before the meeting or any postponement or adjournment thereof. ! ! ! VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on June 14, 2022 for shares held directly and by 11:59 p.m. Eastern Time on June 12, 2022 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/FNF2022 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on June 14, 2022 for shares held directly and by 11:59 p.m. Eastern Time on June 12, 2022 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTE w |
| D86504-P72467 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. Fidelity National Financial, Inc. Meeting Information 2022 Annual Meeting of Shareholders June 15, 2022 10:00 a.m. Eastern Time www.virtualshareholdermeeting.com/FNF2022 FIDELITY NATIONAL FINANCIAL, INC. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF FIDELITY NATIONAL FINANCIAL, INC. FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD JUNE 15, 2022 The undersigned hereby appoints the Chief Executive Officer, Corporate Secretary and Assistant Corporate Secretary of Fidelity National Financial, Inc. ("FNF"), and each of them, as Proxies, each with full power of substitution, and hereby authorizes each of them to represent and to vote, as designated on the reverse side, all the shares of common stock held of record by the undersigned as of April 18, 2022, at the Annual Meeting of Shareholders to be held at 10:00 a.m., Eastern Time, or any postponement or adjournment thereof. The meeting will be held virtually at www.virtualshareholdermeeting.com/FNF2022. This instruction and proxy card is also solicited by the Board of Directors of FNF for use at the Annual Meeting of Shareholders on June 15, 2022 at 10:00 a.m., Eastern Time, or any postponement or adjournment thereof, from persons who participate in the Fidelity National Financial, Inc. 401(k) Profit Sharing Plan (the "401(k) Plan"). By signing this instruction and proxy card, the undersigned hereby instructs Delaware Charter Guarantee & Trust Company, doing business as Principal Trust Company (the "Trustee" for the 401(k) Plan), to exercise the voting rights relating to any shares of common stock allocable to his or her account(s) as of April 18, 2022. For shares voted by mail, this instruction and proxy card is to be returned to the tabulation agent (Fidelity National Financial, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717). All voting instructions for shares in the 401(k) Plan, whether voted by mail, telephone or internet, must be received by 11:59 p.m., Eastern Time, on June 12, 2022. The Trustee will tabulate the votes from all 401(k) Plan participants received by the deadline and will determine the ratio of votes for and against each item. The Trustee will then vote all shares held in the 401(k) Plan according to these ratios. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO SUCH DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. Continued and to be signed on reverse side |
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