DEF 14A of F&G Annuities & Life, Inc.
Filed Jun 6, 2024 · FY20230001104659-24-069073
Compensation Committee
| • | Reviewing and approving the annual compensation risk assessment conduct by management pay ration ratio disclosure, as applicable; |
Certain Information About Our Directors
Certain Information About Our Directors
Composition, Tenure, Recent Refreshment and Diversity
Composition, Tenure, Recent Refreshment and Diversity We believe that the current composition of our board has served us well and that our current directors possess relevant experience, skills and qualifications that contribute to a well-functioning board that effectively oversees our long-term strategy. As the need arises, we will selectively add new board members who have important skill sets, experience or diversity of viewpoint. Our board is composed of a mix of directors, some of whom have served on our board since before our spin-off from FNF (the Spin-Off) and have a strong understanding of our business, operational and strategic goals, as well as our industry and the risks we face, and others who have joined our board more recently and bring new skills, experience and perspectives to our board. Having directors with a longevity of service and deep understanding of our business has been critical to our ability to effectively execute on our long-term strategy, but we recognize the importance of adding new highly talented directors to broaden the skills and experience of our board as a whole and add new and diverse viewpoints. Our corporate governance and nominating committee regularly examines ways that it can foster the diversity of our board across many dimensions to maintain its ability to operate at a high-functioning level and to reflect the board’s commitment to inclusiveness. In connection with this examination, our Corporate Governance Guidelines expressly include diversity of age, gender, nationality, race, ethnicity, and sexual orientation as a part of the criteria the committee may consider when selecting nominees for election to the board, all in the context of the needs of our board at any given point in time. Specifically, the corporate governance and nominating committee is focused on considering highly qualified women and individuals from minority groups as candidates for nomination as directors. Our corporate governance and nominating committee also considers whether our directors have sufficient time to devote to service on our board. Mr. Foley, who also serves as Chairman and Chief Executive Officer of Cannae and as Chairman of the boards of several other public companies, provides high-value added services to our Company and board. Mr. Foley led the strategy that resulted in FNF’s acquisition of our business on June 1, 2020. Under Mr. Foley’s leadership, we have benefited from financial strength ratings upgrades since the acquisition. These upgrades, valued by our distribution partners, positioned us to quickly expand our business in our existing channels and gain access to new markets. Gross sales increased from $4.5 billion for the full year 2020 to $13.2 billion in 2023 and did so profitably. With our success in expanding distribution under FNF’s ownership, we have grown assets under management (AUM) from $26.5 billion at the time of acquisition to $49.5 billion as of December 31, 2023. We now operate in and source significant premiums from three distinct retail channels and two institutional markets versus a single channel prior to the acquisition by FNF in June 2020. He has unparalleled knowledge of our business, industry and customers that is invaluable to our Company and our board as we continually evaluate, evolve and execute on our long-term strategy. Mr. Foley has a strong track record of building and maintaining shareholder value and successfully negotiating and executing mergers, acquisitions and other strategic transactions. We believe that Mr. Foley is able to fulfill his role and devote sufficient time to F&G while serving as Chief Executive Officer of Cannae. Mr. Foley’s service as Chairman of FNF and Executive Chairman of F&G is part of the FNF board’s and our board’s strategy for the long-term success of F&G as an 85% owned subsidiary and we believe his service in that role will drive long-term value for both our shareholders and FNF’s shareholders. Based on these factors and Mr. Foley’s unique skills and his leadership in driving value for our shareholders, we believe he has sufficient time to devote to his service as non-executive Chairman of FNF and that his continued involvement in our strategy and execution is an important factor in our long-term and future success.
Composition, Tenure, Recent Refreshment and Diversity
| 20 | F&G Annuities & Life, Inc. | 2024 PROXY STATEMENT |
Information About the Director Nominees and Continuing Directors
Information About the Director Nominees and Continuing Directors Biographical information concerning our nominees proposed for election at the annual meeting as Class II directors of the Company, as well as our continuing Class I and Class III directors, including each director’s relevant experience, qualifications, skills and diversity, is included below.
Information About the Director Nominees and Continuing Directors
| Nominees for Class II Directors - Term Expiring in 2027 (if elected) |
Information About the Director Nominees and Continuing Directors
| Name | Position | Age | | Douglas K. Ammerman | Chairman of the Audit Committee | 72 | | | Member of the Compensation Committee | | | | Member of the Nominating and Governance Committee | | | Celina J. Wang Doka | Director | 63 | | | Member of the Audit Committee | | | Raymond R. Quirk | Director | 77 |
Information About the Director Nominees and Continuing Directors
Douglas K. Ammerman: Mr. Ammerman has served on our board of directors since December 2022. Mr. Ammerman has also served as a director of Fidelity National Financial, Inc. (FNF) since 2005. Mr. Ammerman is a retired partner of KPMG LLP, where he became a partner in 1984. Mr. Ammerman formally retired from KPMG in 2002. He also serves as a director of Stantec Inc. since September 2011, where he serves as Chairman, as a director of Dun & Bradstreet Holdings, Inc. since February 2019, and as a director of Cannae Holdings, Inc. since February 2024. Mr. Ammerman formerly served on the boards J. Alexander’s Holdings, Inc. and Foley Trasimene Acquisition Corp. Mr. Ammerman’s qualifications to serve on the F&G board of directors include his financial and accounting background and expertise, including his 18 years as a partner with KPMG, and his experience as a director on the boards of other companies. Celina J. Wang Doka: Ms. Doka has served on our board of directors since July 2023. Ms. Doka is a retired audit partner of KPMG LLP where she led KPMG’s Building, Construction and Real Estate practice in the firm’s Orange County office, served on KPMG’s Partnership Audit Committee, and co-led the Orange County Chapter of KPMG’s Network of Women. She also serves as a director of Stantec Inc. since March 2023. She is currently the Immediate Past President of the Board of Directors of Human Options, a non-profit organization focused on ending the cycle of domestic violence, and formerly chaired the Advisory Board for the University of California at Irvine’s Paul Merage School of Business, Program for Real Estate Management. Ms. Doka’s qualifications to serve on the F&G board of directors include her financial and accounting background and expertise, including her 39 years with KPMG, where she provided accounting and auditing services for a wide variety of public and private clients, specializing in the real estate, investment management, civil engineering, medical device, life sciences, pharmaceutical and title insurance industries. Raymond R. Quirk: Mr. Quirk has served on our board of directors since August 2020. Mr. Quirk has served as Executive Vice-Chairman of FNF since February 2022 and formerly served as Chief Executive Officer of FNF from December 2013 to February 2022. He has also served as a director of FNF since February 2017. Previously, he had served as the President of FNF from April 2008 to December 2013. Mr. Quirk served as Co-President of FNF from May 2007 to April 2008 and as Co-Chief Operating Officer of FNF from October 2006 until May 2007. Since joining FNF in 1985, Mr. Quirk has served in numerous executive and management positions, including Executive Vice President, Division Manager and Regional Manager, with responsibilities for managing direct and agency operations nationally. Mr. Quirk formerly served on the board of directors of J. Alexander’s Holdings, Inc. Mr. Quirk’s qualifications to serve on the F&G board of directors include his more than 35 years of experience with FNF, his deep knowledge of our business and industry and his strong leadership abilities.
Information About the Director Nominees and Continuing Directors
| 2024 PROXY STATEMENT | F&G Annuities & Life, Inc. | 21 |
Information About the Director Nominees and Continuing Directors
| Class III Directors - Term Expiring 2025 |
Information About the Director Nominees and Continuing Directors
| Name | Position | Age | | William P. Foley, II | Director; Executive Chairman of the Board | 79 | | Christopher O. Blunt | Director; President and Chief Executive Officer | 61 |
Information About the Director Nominees and Continuing Directors
William P. Foley, II: Mr. Foley has served as Executive Chairman of F&G since November 2022. Mr. Foley is a founder of FNF and has served as Chairman of the board of directors of FNF since 1984. He served as Chief Executive Officer of FNF until May 2007 and as President of FNF until December 1994. Mr. Foley has served as Chief Executive Officer and Chief Investment Officer of Cannae Holdings, Inc. since February 2024, and as Chairman of Cannae Holdings, Inc. since July 2017. Mr. Foley is the Managing Member and a Senior Managing Director of Trasimene Capital Management, LLC, a private company that provides certain management services to Cannae Holdings, Inc., since 2019. Mr. Foley has also served as non-executive Chairman of the board of directors of Dun & Bradstreet Holdings, Inc. since February 2019 and as Executive Chairman since February 2022, Mr. Foley has served as the non-executive Chairman of the board of directors of Alight, Inc. since April 2021 and served on the board of its predecessor, Foley Trasimene Acquisition Corp. from May 2020 until April 2021. From January 2014 to June 2021, Mr. Foley also served as Chairman of the Board of Black Knight, Inc. and its predecessors. He served as non-executive Chairman of the board of directors of Paysafe Limited and its predecessor, Foley Trasimene Acquisition Corp. II, from March 2020 until March 2022. Mr. Foley formerly served as Co-Chairman of FGL Holdings, as a director of Ceridian HCM Holding Inc. from September 2013 to August 2019 and as Vice Chairman of Fidelity National Information Services, Inc. Mr. Foley formerly served on the boards of Austerlitz Acquisition Corporation I and Austerlitz Acquisition Corporation II and Trebia Acquisition Corp., which were blank check companies, but resigned from those boards in April 2021. Mr. Foley formerly served as Chairman of Foley Wines Ltd., a New Zealand company, until March 2023. After receiving his B.S. degree in engineering from the United States Military Academy at West Point, Mr. Foley served in the U.S. Air Force, where he attained the rank of captain. Mr. Foley received his Master of Business Administration from Seattle University and his Juris Doctor from the University of Washington. Mr. Foley serves on the boards of various foundations and charitable organizations. Mr. Foley’s qualifications to serve on the F&G board of directors include more than 30 years as a director and executive officer of FNF, his strategic vision, his experience as a board member and executive officer of public and private companies in a wide variety of industries, and his strong track record of building and maintaining shareholder value and successfully negotiating and executing mergers, acquisitions and other strategic transactions. Christopher O. Blunt: Mr. Blunt joined F&G in 2019 after 34 years in a variety of insurance, investment management and marketing roles. Prior to joining F&G, from January 2018 to December 2018, he served as Chief Executive Officer of Blackstone Insurance Solutions, after nearly 13 years at New York Life in a variety of executive leadership roles. During his tenure at New York Life, Mr. Blunt was the President of New York Life’s $500 billion Investment Group and previously Co-President of the Insurance and Agency Group, which included the company’s U.S. Life Operations, Seguros Monterrey, and AARP Direct business. Prior to joining New York Life, Mr. Blunt spent 16 years in a variety of senior marketing and distribution roles in the investment management industry, including Chief Marketing Officer - Americas for Merrill Lynch Investment Managers and as a Managing Director and National Sales Manager for Goldman Sachs Asset Management. Mr. Blunt received a B.A. in history from the University of Michigan and an MBA in finance from The Wharton School at the University of Pennsylvania. Mr. Blunt’s qualifications to serve on the F&G board of directors include his many years of leadership experience across multiple institutions in the insurance industry.
Information About the Director Nominees and Continuing Directors
| 22 | F&G Annuities & Life, Inc. | 2024 PROXY STATEMENT |
Information About the Director Nominees and Continuing Directors
| Class I Directors - Term Expiring 2026 |
Information About the Director Nominees and Continuing Directors
| Name | Position | Age | | John D. Rood | Chairman of the Nominating and Governance Committee | 69 | | | Chairman of the Compensation Committee | | | | Member of the Audit Committee | | | Michael J. Nolan | Director | 64 | | Douglas Martinez | Member of the Audit Committee | 62 |
Information About the Director Nominees and Continuing Directors
John D. Rood: Mr. Rood has served on our board of directors since December 2022. Mr. Rood is the founder and Chairman of The Vestcor Companies, a real estate firm with more than 30 years of experience in multifamily development and investment. Mr. Rood has also served on the board of directors of FNF since May 2013. Mr. Rood served on the board of directors of Black Knight, Inc. from December 2014 until it was acquired by Intercontinental Exchange, Inc. in September 2023. From 2004 to 2007, Mr. Rood served as the US Ambassador to the Commonwealth of the Bahamas. He was appointed by Governor Jeb Bush to serve on the Florida Fish and Wildlife Commission where he served until 2004. He was appointed by Governor Charlie Crist to the Florida Board of Governors, which oversees the State of Florida University System, where he served until 2013. Mr. Rood was appointed by Mayor Lenny Curry to the JAXPORT Board of Directors, where he served from October 2015 to July 2016. Governor Rick Scott appointed Mr. Rood to the Florida Prepaid College Board in July 2016, where Mr. Rood serves as Chairman of the Board. Mr. Rood served on the Enterprise Florida and Space Coast Florida board of directors from September 2016 until February 2019. He previously served on the board of Alico, Inc. and currently serves on several private boards. Mr. Rood’s qualifications to serve on the F&G board of directors include his many years of experience in the real estate industry, his leadership experience as a United States Ambassador, his financial literacy, his understanding of cybersecurity risks gained through director training programs, and his experience as a director on boards of both public and private companies. Mr. Rood has participated in numerous risk and audit training programs with KPMG, Booz Allen and the National Association of Corporate Directors (NACD). He is a Board Leadership Fellow with NACD. Michael J. Nolan: Mr. Nolan has served on our board of directors since August, 2020. Mr. Nolan has served as Chief Executive Officer of FNF since February 2022 and previously served as President of FNF from January 2016 to February 2022. He served as the Co-Chief Operating Officer of FNF from September 2015 to January 2016. Additionally, he served as President of Eastern Operations for Fidelity National Title Group from January 2013 until March of 2022. He has held various executive and management positions, including Division Manager and Regional Manager from the time he joined FNF in 1983, with responsibilities for managing direct and agency operations for the Midwest and East Coast, FNF’s operations in Canada, IPX, Fidelity’s 1031 exchange company, and Fidelity Residential Solutions, Fidelity’s relocation company. Mr. Nolan’s qualifications to serve on the F&G board of directors include his decades of experience in the insurance industry and many leadership roles. Douglas Martinez: Mr. Martinez has served on our board of directors since April 2023. Mr. Martinez has served as Chairman and CEO of Cross Section Capital, a privately held institution with a focus on mergers & acquisitions that also provides an array of traditional investment banking services, since May of 2019. From January 2018 to April 2019, Mr. Martinez served as President and Chief Executive Officer for Christian Community Credit Union, a national regulated non-profit banking institution with over 30,000 members. Mr. Martinez previously served as CEO of Cross-Section Ventures, Inc. a privately held Creative Technology and Investment entity from May of 2005 to February 2018. Mr. Martinez has 38 years of senior executive leadership experience across multiple areas of management that include sales, strategic marketing, operations, finance, risk management and corporate/board governance. His successful career includes holding senior executive roles with broad management and governance responsibilities for several global organizations, including Managing Director of American Standard’s Global Faucet and Brass business from June 1984 to October 1988, Vice President, Executive Director of Price Pfister Pfaucets (which was sold to the Black & Decker Company in 1990) from November 1988 to December 1995. Mr. Martinez also served as Senior Vice President of RSI Home Products from January 1996 to March 1999. From February 2000 to April 2004 Mr. Martinez was active in the management of several successful private equity investment transactions. Mr. Martinez’s qualifications to serve on the F&G board of directors include his many years of experience in a variety of leadership roles.
Information About the Director Nominees and Continuing Directors
| 2024 PROXY STATEMENT | F&G Annuities & Life, Inc. | 23 |
Information About the Director Nominees and Continuing Directors
| Proposal No. 1: Election of Directors |
Information About the Director Nominees and Continuing Directors
The certificate of incorporation and the bylaws of the Company provide that our board shall consist of not less than one member, with the exact number of directors to be determined from time to time exclusively by resolution adopted by the Board of Directors. Our directors are divided into three classes. The board determines the number of directors within these limits. The term of office of only one class of directors expires in each year. The Class II directors elected at this annual meeting will hold office for their respective terms or until their successors are elected and qualified. The current number of directors is eight. The board believes that each of the nominees will stand for election and will serve if elected as a director. At this annual meeting, the persons listed below have been nominated to stand for election to the board as Class II directors for a three-year term expiring in 2027.
Overview
| ● | The executive officer’s prior salary levels, annual incentive awards, annual incentive award targets and long-term equity incentive awards; |
Role of F&G’s Compensation Consultant
Role of F&G’s Compensation Consultant In 2023, the F&G Compensation Committee used Strategic Compensation Group as our independent compensation consultant. Strategic Compensation Group gathered marketplace compensation data on total compensation, which consists of annual salary, annual incentives, long-term incentives, executive benefits, executive ownership levels, pay mix and other key statistics. This data is collected and analyzed annually. The marketplace compensation data provides a point of reference for the F&G Compensation Committee, but the F&G Compensation Committee ultimately makes subjective compensation decisions based on all the factors described above. For 2023, Strategic Compensation Group used two marketplace data approaches: (1) two general executive compensation surveys with a focus on companies with similar Assets Under Management (AUM), and (2) compensation information from F&G’s peer group. The Strategic Compensation Group performed these services solely on behalf of the F&G Compensation Committee. The F&G Compensation Committee has assessed the independence of the Strategic Compensation Group, as required under the New York Stock Exchange and Securities and Exchange Commission rules and has concluded that no conflict of interest exists with respect to its services to the F&G Compensation Committee.
Role of F&G’s Compensation Consultant
| 26 | F&G Annuities & Life, Inc. | 2024 PROXY STATEMENT |
F&G’s Peer Group
F&G’s Peer Group In 2023, Strategic Compensation Group recommended, and F&G’s Compensation Committee approved the below as F&G’s peer group.
F&G’s Peer Group
| American Equity Investment Life Assurant, Inc. Axis Capital Brighthouse Financial, Inc. CNO Financial Group Equitable Holdings, Inc. Genworth Financial Globe Life | Jackson National Kemper Corp Lincoln National Corp Primerica Principal Financial Group Unum Group Voya Financial |
Compensation Practices of F&G
Compensation Practices of F&G In 2023, Strategic Compensation Group reviewed the structure and mechanics of the various components of our compensation programs and practices. To obtain a complete view of the competitive market for talent, Strategic Compensation Group considered data from published survey sources, which includes industry peers from privately held and publicly traded organizations. In particular, Strategic Compensation Group analyzed three key elements: current competitive market positioning, incentive plan design, and equity plan design. Competitive market positioning relates to overall base pay delivery, base salaries, annual and long-term incentive targets and payouts. Equity plan design is the assessment of the design attributes of other organizations’ incentive plans that provide perspectives on performance measurement, long-term incentive vehicles, vesting and shareholding requirements. Strategic Compensation Group’s assessment in 2023 indicated that our compensation structure is well-balanced, aligns to F&G’s philosophies and demonstrates alignment between company performance and executive compensation. Our named executive officers’ 2023 total direct compensation (consisting of base salaries, annual performance-based cash incentives and long-term equity incentives) generally fell near 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.
Components of F&G’s Executive Compensation Program
Components of F&G’s Executive Compensation Program F&G compensates its executive officers primarily through a mix of base salary, annual cash incentives and long-term equity-based incentives. Mr. Foley did not receive a base salary or an annual cash incentive in 2023. F&G also provides its executive officers (other than Mr. Foley) with the same retirement and employee benefit plans that are offered to other F&G employees. Mr. Foley did not participate in the F&G retirement and employee benefit plans in 2023. The following table provides information regarding the elements of compensation provided to F&G’s named executive officers in 2023.
Components of F&G’s Executive Compensation Program
| Component | Purpose | Key Features | | Base Salary | ● Provide a fixed level of compensation ● Compensate executive officers fairly for the responsibility of the position held and reflect competitive practices | Salary levels set based on an assessment of: ● Level of responsibility ● Experience and time in position ● Individual performance ● Future potential ● Competitiveness ● Internal pay equity considerations ● Salary levels are reviewed annually by the committee and adjusted as appropriate | | Short-Term Incentives | ● Provide executive officers with incentives to achieve objectives to drive short- and long-term business performance ● Support attracting and retaining the best available talent | ● Awards based on achievement of financial and corporate objectives ● Awards determined on annual basis | | Long-Term Incentives Performance Vesting Restricted Stock | ● Provide executive officers with incentives to achieve long-term success ● Align executive officers’ interests with the interests of our shareholders | ● Vesting subject to performance objectives ● Three-year vesting schedule | | Benefits and Other | ● Our named executive officers’ benefits generally mirror our company-wide employee benefit programs. | ● ESPP, 401(k) Plan, health insurance and other benefits |
Annual Cash Incentive Programs
Annual Cash Incentive Programs In order to promote our “pay for performance” culture, we pay annual cash incentives to our executives (other than Mr. Foley) for achieving performance targets that support the financial and corporate goals established by our Employee Incentive Plan (EIP). Our EIP allows for annual cash-based bonus awards intended to attract and retain the best available executive officers to be responsible for the management, growth, and success of our business and to provide an incentive for such individuals to exert their best efforts on behalf of our company and shareholders. Our Chief Executive Officer and executive team develop an annual business plan that includes objectives to drive short- and long-term business performance. The F&G Compensation Committee reviews these objectives and establish performance targets. Performance against plan objectives is reviewed and approved by the F&G Compensation Committee to establish the bonus pool for each performance period. Short-term incentive payouts require that minimum targets be satisfied and allow for recognition of individual performance and contribution toward those goals. The EIP includes a financial performance component based on the annual business plan weighted at 80% and a corporate initiatives component weighted at 20%. For fiscal 2023, the performance metrics for the EIP were:
Annual Cash Incentive Programs
| Metrics | Weighting | | Achieve the Financial Plan | 80% | | Sales | | | Adjusted Net Earnings, excluding SIE (available to common shareholders) | | | Corporate Initiatives | 20% | | Grow our reach: grow and diversify our earnings | | | Engage: continue to drive engagement levels and engage with our policyholders, distribution and communities | | | Modernize: execute on process improvements throughout the organization | |
Annual Cash Incentive Programs
| (1) Sales and Adjusted Net Earnings are Non-GAAP financial measures. For reconciliation with GAAP, please see “Non-GAAP Financial Measures” in our Annual Report on Form 10-K filed with the SEC on February 29, 2024. |
Annual Cash Incentive Programs
| 2024 PROXY STATEMENT | F&G Annuities & Life, Inc. | 29 |
Annual Cash Incentive Programs
The F&G Compensation Committee approved the percentage of base salary paid for performance at the target levels depicted below. If a minimum performance measure is satisfied, depending on actual performance, bonus payments under the EIP could range from 50% to 200% of target. As a result of the corporate performance against our goals for fiscal 2023, the bonus pool for determining individual executive incentive awards was 175% of target.
Annual Cash Incentive Programs
| | 2023 Target Bonus | | Actual Bonus Earned | | | Name | % of base salary earnings | ($) | % of Target Bonus | ($) | | Christopher O. Blunt | 200% | 1,115,385 | 175% | 1,951,924 | | Wendy J.B. Young | 100% | 500,000 | 175% | 875,000 | | John D. Currier | 100% | 500,000 | 175% | 875,000 | | Leena Punjabi | 100% | 410,577(1) | 175% | 718,510 | | William P. Foley | — | — | — | — |
Annual Cash Incentive Programs
(1) Based on a pro-rated base salary.
Long-Term Incentive Opportunities
Long-Term Incentive Opportunities Following our separation and distribution, the F&G Compensation Committee makes equity grants under the F&G Annuities & Life, Inc. 2022 Omnibus Incentive Plan. In November 2023, the F&G Compensation Committee awarded grants of performance-based restricted stock awards of F&G common stock. These performance vesting restricted stock awards vest over a three-year period only if the Adjusted Net Earnings (less Significant Income and Expense, or SIE) metric for the following fiscal year is attained. SIE consists of the adjustment to the long-term assumption for the alternative asset portfolio to remove the mark to market impacts. Thereafter, annual grants of performance vesting restricted stock awards with a one-year performance target and three-year vesting schedule will be considered on an annual basis. In establishing these awards, the F&G Compensation Committee considered its desire to strategically align the long-term incentives to the long-term success of F&G. Our long-term incentives for NEOs consist of performance vesting restricted stock awards that incentivize long-term value creation: performance awards that reward the achievement of our performance goals and time-vesting that reward increases in the market value of our shares and continued service with our company. Equity grants awarded prior to 2022 were granted under the long-term incentive plans of FNF and were designed similar to the current F&G equity grants. Our NEOs continue to hold these FNF awards following our separation and distribution.
Long-Term Incentive Opportunities
| 30 | F&G Annuities & Life, Inc. | 2024 PROXY STATEMENT |
Performance Restricted Stock Awards
Performance Restricted Stock Awards Performance restricted stock awards align our long-term incentives to the achievement of our Adjusted Net Earnings objectives and to our goal of growing shareholder value. Performance restricted stock awards vest in equal installments based on continued service and achievement of a one-year, Adjusted Net Earnings goal established at the start of the three-year period. The table below shows the performance restricted stock awards granted to our NEOs in 2023.
Performance Restricted Stock Awards
| Name | Date of Grant | # of shares | Value at Grant | Vesting Schedule | Performance Metric | | Christopher O. Blunt | November 15, 2023 | 196,996 | 8,000,008 | Nov. 15, 2024 – 33.33% Nov. 15, 2025 – 33.33% Nov. 15, 2026 – 33.34% | 2024 Adjusted Net Earnings | | Wendy J.B. Young | November 15, 2023 | 28,319 | 1,150,035 | Nov. 15, 2024 – 33.33% Nov. 15, 2025 – 33.33% Nov. 15, 2026 – 33.34% | 2024 Adjusted Net Earnings | | John D. Currier | November 15, 2023 | 28,319 | 1,150,035 | Nov. 15, 2024 – 33.33% Nov. 15, 2025 – 33.33% Nov. 15, 2026 – 33.34% | 2024 Adjusted Net Earnings | | Leena Punjabi | November 15, 2023 | 16,006 | 650,004 | Nov. 15, 2024 – 33.33% Nov. 15, 2025 – 33.33% Nov. 15, 2026 – 33.34% | 2024 Adjusted Net Earnings | | William P. Foley | November 15, 2023 | 160,060 | 6,500,037 | Nov. 15, 2024 – 33.33% Nov. 15, 2025 – 33.33% Nov. 15, 2026 – 33.34% | 2024 Adjusted Net Earnings |
Performance Restricted Stock Awards
| 2024 PROXY STATEMENT | F&G Annuities & Life, Inc. | 31 |
Employment and Other Severance, Change-in-Control and Related Agreements
Employment and Other Severance, Change-in-Control and Related Agreements
Employment Agreements
Employment Agreements We believe that having employment agreements with our NEOs is beneficial to us because they provide retentive value, subject the executives to key restrictive covenants, and generally provide us with a competitive advantage in the recruiting process over companies that do not offer employment agreements. We have entered into employment agreements with certain of our NEOs. These employment agreements include the specific terms set forth in greater detail below in “Potential Payments upon Termination or Change in Control–Employment Agreements and Related Agreements with Named Executive Officers.”
Nonqualified Deferred Compensation Arrangements
Nonqualified Deferred Compensation Arrangements F&G participates in the FNF Deferred Compensation Plan. Under this plan, we permit our executives to defer on an elective basis a specified portion of their base salaries and performance-based bonus compensation, if any. See the narrative description following the table entitled “Nonqualified Deferred Compensation” below for more information surrounding the terms of the nonqualified deferred compensation plan. Commencing on January 1, 2024, our executives were eligible to participate in the F&G Annuities & Life, Inc. Deferred Compensation Plan.
Summary Compensation Table
Summary Compensation Table The following table summarizes the total compensation paid to our NEOs for the fiscal year ended December 31, 2023, December 31, 2022 and December 31, 2021, as applicable.
Summary Compensation Table
| Name | Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(a) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(b) | All other Compensation ($)(c) | Total | | Christopher O. Blunt | President, Chief Executive Officer and Director | 2023 | 557,693 | — | 8,000,008 | — | 1,951,924 | 84,045 | 10,593,669 | | | | 2022 | 800,000 | | 6,176,211 | | 3,200,000 | 204,176 | 10,380,387 | | | | 2021 | 800,000 | | 3,520,000 | | 2,350,000 | 61,847 | 6,731,847 | | Wendy J.B. Young | Chief Financial Officer | 2023 | 500,000 | — | 1,150,035 | — | 875,000 | 36,535 | 2,561,569 | | | | 2022 | 462,981 | | 877,521 | | 955,000 | 49,314 | 2,344,816 | | | | 2021 | 350,000 | | 550,000 | | 625,000 | 42,981 | 1,567,981 | | John D. Currier* | President, Retail Markets | 2023 | 500,000 | — | 1,150,035 | — | 875,000 | 78,569 | 2,603,604 | | | | 2022 | 485,577 | | 882,952 | | 970,000 | 78,997 | 2,417,526 | | | | 2021 | 416,923 | | 750,000 | | 725,000 | 41,687 | 1,933,610 | | Leena Punjabi | Chief Investment Officer | 2023 | 410,577 | — | 650,004 | — | 718,510 | 24,045 | 1,803,136 | | William P. Foley | Executive Chairman | 2023 | — | — | 6,500,037 | — | — | — | 6,500,037 | | | | 2022 | | | 9,000,021 | | | | 9,000,021 |
Summary Compensation Table
| * Mr. Currier was appointed to serve as President of F&G on May 8, 2024. |
Summary Compensation Table
| (a) Represents the grant date fair value of performance restricted stock awards computed in accordance with Financial Accounting Standards Board Accounting Standards Clarification (FASB ASC) Topic 718. See Note R–Employee Benefit Plans to our Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities Exchange Commission on February 29, 2024, for further information regarding these awards. |
Summary Compensation Table
| (b) The amounts reported in this column reflect amounts earned under our EIP for all NEOs (other than Mr. Foley) in such fiscal year. |
Summary Compensation Table
| (c) All other compensation for fiscal 2023 was as follows: |
Summary Compensation Table
| Name | 401(k) Match ($)(1) | Profit Sharing ($)(1) | Life Insurance premium ($) | Long Term Insurance Premium ($) | FNF ESPP Match Earnings ($)(2) | Other ($)(3) | Total ($) | | Christopher O. Blunt | 16,500 | 6,600 | — | 945 | 60,000 | — | 84,045 | | Wendy J.B. Young | 16,500 | 6,600 | 1,408 | 945 | 9,988 | 1,094 | 36,535 | | John D. Currier | 16,500 | 6,600 | 4,963 | 945 | 35,120 | 14,441 | 78,569 | | Leena Punjabi | 16,500 | 6,600 | — | 945 | — | — | 24,045 | | William P. Foley | — | — | — | — | — | — | — |
Summary Compensation Table
| (1) Details on the 401(k) match and profit sharing are described in Compensation Discussion and Analysis. |
Summary Compensation Table
| (2) Represents amounts earned under the FNF Employee Stock Purchase Plan prior to the date of the separation and distribution. Details on the match are described in Compensation Discussion and Analysis. |
Summary Compensation Table
| (3) Represents amounts related to spouse/partner travel to an offsite executive work meeting. |
Summary Compensation Table
| 34 | F&G Annuities & Life, Inc. | 2024 PROXY STATEMENT |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information concerning estimated possible payouts under non-equity incentive plan awards for fiscal 2023 performance and equity incentive plan awards granted in fiscal 2023 to our NEOs.
Grants of Plan-Based Awards
| | | Estimated Possible Payouts under Non-Equity Incentive Plan Awards(a) | | | Estimated Possible Payouts under Equity Incentive Plan Awards(b) | | | Grant Date Fair Value of Stock | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Awards ($)(c) | | Christopher O. Blunt | 2/14/2023 | 557,693 | 1,115,385 | 2,230,770 | — | — | — | — | | | 11/15/2023 | — | — | — | — | 196,996 | — | 8,000,008 | | Wendy J.B. Young | 2/14/2023 | 250,000 | 500,000 | 1,000,000 | — | — | — | — | | | 11/15/2023 | — | — | — | — | 28,319 | — | 1,150,035 | | John D. Currier | 2/14/2023 | 250,000 | 500,000 | 1,000,000 | — | — | — | — | | | 11/15/2023 | — | — | — | — | 28,319 | — | 1,150,035 | | Leena Punjabi | 2/14/2023 | 205,289 | 410,577 | 821,154 | — | — | — | — | | | 11/15/2023 | — | — | — | — | 16,006 | — | 650,004 | | William P. Foley | 11/15/2023 | — | — | — | — | 160,060 | — | 6,500,037 |
Grants of Plan-Based Awards
| (a) Represents the potential amounts for annual EIP incentives for fiscal 2023. Actual amounts earned by the NEOs are reflected in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column. |
Grants of Plan-Based Awards
| (b) Represents F&G performance restricted stock awards that vest in equal installments starting in November 2024 if Adjusted Net Earnings goal is achieved for calendar year 2024. Additional information on the terms applicable to these performance restricted stock awards may be found in the Compensation Discussion and Analysis under the heading “Long-Term Incentive Opportunities–Performance Restricted Stock Awards.” |
Grants of Plan-Based Awards
| (c) Represents the grant date fair value of F&G performance restricted stock awards granted under the F&G Annuities & Life, Inc. 2022 Omnibus Incentive Plan computed in accordance with FASB ASC Topic 718. See Note R–Employee Benefit Plans to our Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities Exchange Commission on February 29, 2024, for further information regarding these awards. |
Grants of Plan-Based Awards
The terms and conditions applicable to these awards are described in Compensation Discussion and Analysis, under the headings “Annual Cash Incentive Programs” and “Long-Term Incentive Opportunities.” In addition, the key terms of the employment agreements with our NEOs can be found under the heading “Potential Payments upon Termination or Change in Control–Employment Agreements and Related Agreements with Named Executive Officers.”
Grants of Plan-Based Awards
| 2024 PROXY STATEMENT | F&G Annuities & Life, Inc. | 35 |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning outstanding equity awards held by our NEOs at the end of fiscal 2023.
Outstanding Equity Awards at Fiscal Year-End
| | Option Awards(a) | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#)(a) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units that Have Not Vested ($) | 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 ($) | | Christopher O. Blunt | 405,182 | — | 39.10 | 12/21/2025 | — | — | — | — | | Christopher O. Blunt | — | — | — | — | — | — | 24,303(b) | 1,239,939(c) | | Christopher O. Blunt | — | — | — | — | — | — | 183,487(d) | 8,440,402(e) | | Christopher O. Blunt | — | — | — | — | — | — | 1,653(f) | 76,038(e) | | Christopher O. Blunt | — | — | — | — | — | — | 196,996(g) | 9,061,816(e) | | Wendy J.B. Young | — | — | — | — | — | — | 3,798(b) | 193,774(c) | | Wendy J.B. Young | — | — | — | — | — | — | 25,994(d) | 1,195,724(e) | | Wendy J.B. Young | — | — | — | — | — | — | 258(f) | 11,868(e) | | Wendy J.B. Young | — | — | — | — | — | — | 28,319(g) | 1,302,674(e) | | John D. Currier | 77,468 | — | 39.10 | 5/15/2025 | — | — | — | — | | John D. Currier | — | — | — | — | — | — | 5,179(b) | 264,233(c) | | John D. Currier | — | — | — | — | — | — | 25,994(d) | 1,195,724(e) | | John D. Currier | — | — | — | — | — | — | 352(f) | 16,192(e) | | John D. Currier | — | — | — | — | — | — | 28,319(g) | 1,302,674(e) | | Leena Punjabi | — | — | — | — | — | — | 1,036(b) | 52,857(c) | | Leena Punjabi | — | — | — | — | — | — | 9,175(d) | 422,050(e) | | Leena Punjabi | — | — | — | — | — | — | 71(f) | 3,266(e) | | Leena Punjabi | — | — | — | — | — | — | 16,006(g) | 736,276(e) | | William P. Foley | — | — | — | — | — | — | 275,230(d) | 12,660,580(e) | | William P. Foley | — | — | — | — | — | — | 160,060(g) | 7,362,760(e) |
Outstanding Equity Awards at Fiscal Year-End
| (a) Amounts represent FNF stock options. |
Outstanding Equity Awards at Fiscal Year-End
| (b) Amounts represent FNF performance restricted stock awards that will vest on November 4, 2024. |
Outstanding Equity Awards at Fiscal Year-End
| (c) The amounts reported are based on a FNF common stock price of $51.02, which was the closing price on December 29, 2023 (i.e., the last trading day in fiscal 2023). |
Outstanding Equity Awards at Fiscal Year-End
| (d) Amounts represent F&G performance restricted stock awards that will vest in equal installments on December 1, 2023, December 1, 2024 and December 1, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (e) The amounts reported are based on a F&G common stock price of $46.00, which was the closing price on December 29, 2023 (i.e., the last trading day in fiscal 2023). |
Outstanding Equity Awards at Fiscal Year-End
| (f) Amounts represent F&G dividend share awards that will vest on November 4, 2024. |
Outstanding Equity Awards at Fiscal Year-End
| (g) Amounts represent F&G performance restricted stock award that will vest that will vest in equal installments on November 15, 2024, November 15, 2025 and November 15, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| 36 | F&G Annuities & Life, Inc. | 2024 PROXY STATEMENT |
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information concerning each exercise of stock option, and each vesting of stock during the fiscal year ended December 31, 2023 for each of the F&G NEOs on an aggregated basis:
Option Exercises and Stock Vested
Option Exercises and Stock Vested
Option Exercises and Stock Vested
| | Option Awards | | FNF Stock Awards | | F&G Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Christopher O. Blunt | 359,510 | 6,571,270 | 70,560 | 3,222,751 | 96,540 | 3,593,904 | | Wendy J.B. Young | 58,304 | 349,546 | 11,026 | 503,600 | 13,746 | 510,986 | | John D. Currier | 83,505 | 946,520 | 12,407 | 562,734 | 13,840 | 514,073 | | Leena Punjabi | — | — | 2,159 | 101,657 | 4,733 | 177,218 | | William Foley | — | — | — | — | 137,615 | 5,199,095 |
Pension Benefits
Pension Benefits We do not provide any defined benefit plans to our NEOs.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The following table provides information concerning the nonqualified deferred compensation of each of the participating NEOs in the Executive Nonqualified Deferred Compensation Plan of FGLH (the FGLH Deferred Compensation Plan) and the FNF, Inc. Deferred Compensation Plan (the FNF Deferred Compensation Plan) as of December 31, 2023. Starting January 1, 2021, eligible participants could participate in the FNF Deferred Compensation Plan. The FGLH Deferred Compensation Plan was frozen to new contributions but maintained moving forward. Under the FNF Deferred Compensation Plan, which was amended and restated effective January 1, 2009, participants, including FNF’s 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 $19,500. Deferral elections are made during specified enrollment periods. Deferrals and related earnings are not subject to vesting conditions. 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, 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 five-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. Under the FGLH Deferred Compensation Plan, the vested balance of the deferred compensation accounts will be distributed to each participating NEO upon his or her death, disability or separation from service (including retirement). Participants choose from investment options representing a broad range of asset classes. Participants allocate their accounts among the available investment options and may change their investment elections at any time. Participants may elect upon initial enrollment to have accounts distributed upon a change in control event, although none of our NEOs have so elected. In-service hardship and education account withdrawals are permitted under the plan with respect to participant deferrals and employer credits.
Nonqualified Deferred Compensation
| 2024 PROXY STATEMENT | F&G Annuities & Life, Inc. | 37 |
FGLH Executive Nonqualified Deferred Compensation Plan
FGLH Executive Nonqualified Deferred Compensation Plan
FGLH Executive Nonqualified Deferred Compensation Plan
| Name | Aggregate Balance at Beginning of Last Fiscal Year ($) | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($)(a) | Aggregate Earnings in Last Fiscal Year ($)(b) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | Christopher O. Blunt | — | — | — | — | — | — | | Wendy J.B. Young | 1,285,434 | — | — | 272,346 | — | 1,557,780 | | John D. Currier | 360,408 | — | — | 47,383 | — | 407,791 | | Leena Punjabi | — | — | — | — | — | — | | William P. Foley | — | — | — | — | — | — |
FGLH Executive Nonqualified Deferred Compensation Plan
| (a) Deferred amounts reported in this column are included in the Summary Compensation Table in the “Salary” and “Non-Equity Incentive Plan Compensation” columns for fiscal 2023. |
FGLH Executive Nonqualified Deferred Compensation Plan
| (b) F&G does not provide employer contributions under this plan. |
FGLH Executive Nonqualified Deferred Compensation Plan
| 38 | F&G Annuities & Life, Inc. | 2024 PROXY STATEMENT |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control
CEO Pay Ratio
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 2023, which we refer to as the CEO pay ratio. Our CEO pay ratio information is a reasonably good faith estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. 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 2023 was 86 to 1. This ratio was based on the following:
CEO Pay Ratio
| ● | The annual total compensation of our CEO, determined as described above, was $10,593,669; and |
CEO Pay Ratio
| ● | The median of the annual total compensation of all employees (other than our CEO), determined in accordance with SEC rules, was $123,625. |
CEO Pay Ratio
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 employee from our employee population as of December 31, 2023, the methodology and the material assumptions and estimates that we used were as follows: Employee Population: We determined that, as of December 31, 2023, the date we selected to identify the median employee, our total global employee population consisted of approximately 1,167 individuals working for F&G. Compensation Measure Used to Identify the Median Employee: For purposes of measuring the compensation of our employees to identify the median employee, we selected base salary wages and overtime pay, plus paid incentive bonus through December 31, 2023, as the compensation measure.
CEO Pay Ratio
| ● | We annualized the compensation of employees to cover the full calendar year and annualized any new hires in 2023 as if they were hired at the beginning of the fiscal year, as permitted by SEC rules, in identifying the median employee. |
CEO Pay Ratio
| ● | We did not make any cost-of-living adjustments in identifying the median employee. |
CEO Pay Ratio
Annual Total Compensation of Median Employee: To determine the annual total compensation of the median employee, we identified and calculated the elements of that employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation in the amount of $123,625. 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. Blunt in the “Total” column for 2023 in the Summary Compensation Table included in this proxy statement.
CEO Pay Ratio
| 2024 PROXY STATEMENT | F&G Annuities & Life, Inc. | 41 |
Pay Versus Performance
Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| | | | Average Summary Compensation | Average Compensation | Value of initial fixed $100 investment based on: | | | Adjusted | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Table Total for Non-PEO Named Executive Officers ($)(3) | Actually Paid to Non-PEOs Named Executive Officers ($)(4) | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | Net Income (in millions) ($)(7) | Net Earnings (ANE) (in millions) ($)(8) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 10,593,670 | 19,429,473 | 3,367,086 | 7,021,146 | 247.92 | 99.35 | (58) | 335 | | 2022 | 10,380,387 | 5,954,810 | 3,399,507 | 2,608,448 | 104.60 | 94.94 | 635 | 353 |
Pay Versus Performance Table
| (1) The dollar amounts reported in column (b) represent the amount of total compensation reported for Mr. Blunt (our Principal Executive Officer (PEO)) for the corresponding year in the “Total column of the Summary Compensation Table.” Refer to “Executive Compensation – Summary Compensation Table.” |
Pay Versus Performance Table
| (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Blunt, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Blunt during each respective year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Blunt’s total compensation for each year to determine the compensation actually paid: |
Pay Versus Performance Table
| Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards ($)(a) | Equity Award Adjustments ($)(b) | Compensation Actually Paid to PEO ($) | | 2023 | 10,593,669 | (8,000,008) | 16,835,811 | 19,429,473 | | 2022 | 10,380,387 | (6,176,211) | 1,750,634 | 5,954,810 |
Pay Versus Performance Table
| (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table. |
Pay Versus Performance Table
| (b) The equity award adjustments include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the respective year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of each year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested; (iii) for awards that are granted and vest in each respective year, the fair value as of the vesting date; (iv) for awards granted in prior years that vested in 2023, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during 2023, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation. The valuation assumptions used to calculate fair value did not materially differ from those disclosed at the time of grant. The following adjustments were made to total compensation for Mr. Blunt to determine the compensation actually paid: |
Pay Versus Performance Table
| 42 | F&G Annuities & Life, Inc. | 2024 PROXY STATEMENT |
Pay Versus Performance Table
| Year | Year End Fair Value of Equity Awards ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total ($) | | 2023 | 9,061,816 | 5,137,440 | – | 2,636,555 | – | – | 16,835,811 |
Pay Versus Performance Table
| 3) | The dollar amounts reported in column (d) represent the average of the amounts reported for our named executive officers (NEOs) (other than the PEO) as a group in the “Total” column of the Summary Compensation Table. The names of each of the NEOs (other than the PEO) included for purposes of calculating the average amount for 2023 are as follows: Wendy J.B. Young, John D. Currier, Leena Punjabi and William P. Foley. The names of each of the NEOs (other than the PEO) included for purposes of calculating the average amount for 2022 are as follows: Wendy Young, John Currier, Scott Cochran, William Foley and John T. Fleurant. |
Pay Versus Performance Table
| 4) | The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (other than the PEO) as computed in accordance with Item 402(v) of Regulation S-K. The names of each of the NEOs (other than the PEO) included for purposes of calculating the average amount for 2023 are as follows: Wendy J.B. Young, John D. Currier, Leena Punjabi and William P. Foley. The names of each of the NEOs (other than the PEO) included for purposes of calculating the average amount for 2022 are as follows: Wendy Young, John Currier, Scott Cochran, William Foley and John T. Fleurant. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (other than the PEO). In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (other than PEO) for each year to determine the compensation actually paid, using the same methodology described in footnote 2 above: |
Pay Versus Performance Table
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Reported Value of Equity Awards ($)(a) | Average Equity Award Adjustments ($)(b) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2023 | 3,367,086 | (2,362,527) | 6,016,587 | 7,021,146 | | 2022 | 3,399,507 | (2,328,751) | 1,537,692 | 2,608,448 |
Pay Versus Performance Table
| (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table. |
Pay Versus Performance Table
| (b) The average equity award adjustments include the addition (or subtraction, as applicable) of the following: (i) the average year-end fair value of any equity awards granted for the respective year that are outstanding and unvested as of the end of the year; (ii) the average amount of change as of the end of each year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested; (iii) for awards that are granted and vest in each respective year, the average fair value as of the vesting date; (iv) for awards granted in prior years that vested in the covered year, the average amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the covered year, a deduction for the average amount equal to the fair value at the end of the prior fiscal year; and (vi) the average dollar value of any dividends or other earnings paid on stock or option awards prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation. The valuation assumptions used to calculate fair value did not materially differ from those disclosed at the time of grant. The average amounts deducted or added in calculating the total average equity award adjustments are as follows: |
Pay Versus Performance Table
| Year | Average Year End Fair Value of Equity Awards ($) | Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Average Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Average Equity Award Adjustments ($) | | 2023 | 2,676,096 | 2,223,674 | – | 1,116,817 | – | – | 6,016,587 |
Pay Versus Performance Table
| 2024 PROXY STATEMENT | F&G Annuities & Life, Inc. | 43 |
Pay Versus Performance Table
| 5. | Represents Cumulative TSR based on $100 invested as of market close on December 1, 2022, the first trading day of Company’s common stock, through December 31, 2022 and for 2023, based on $100 invested as of December 1, 2022 through December 31, 2023. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
Pay Versus Performance Table
| 6. | Represents the weighted peer group TSR based on $100 invested as of market close on November 30, 2022 through December 31, 2023, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Life & Health Insurance (ILH) index. |
Pay Versus Performance Table
| 7. | The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for each respective year. Effective January 1, 2023, we adopted Accounting Standards Update (ASU) 2018-12, Financial Services-Insurance (Topic 944), Targeted Improvements to the Accounting for Long-Duration Contracts (“ASU 2018-12”) using the full retrospective transition method with a transition date of January 1, 2021. The 2022 net income reported herein has been adjusted for our full retrospective adoption of this update. |
Pay Versus Performance Table
| 8. | In accordance with Item 402(v) of Regulation S-K, we determined adjusted net earnings as the most important financial performance measure (that is not otherwise disclosed in this table) we used to link Compensation Actually Paid to our NEOs. Refer to Annex A “Non-GAAP Financial Measure Definitions” for a description of adjusted net earnings. Effective January 1, 2023, we adopted ASU 2018-12 using the full retrospective transition method with a transition date of January 1, 2021. The 2022 adjusted net earnings reported herein has been adjusted for our full retrospective adoption of this update. |
Pay Versus Performance Table
As described in greater detail in the “Compensation Discussion and Analysis” section of this proxy statement, the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company to link compensation actually paid to the Company’s NEOs to the Company’s performance are as follows:
Pay Versus Performance Table
| ● | Adjusted Net Earnings (ANE) | | ● | Sales | | ● | Assets under Management (AUM) |
Compensation Actually Paid and Cumulative Total Shareholder Return (TSR) of the Company and Cumulative TSR of the Peer Group
Compensation Actually Paid and Cumulative Total Shareholder Return (TSR) of the Company and Cumulative TSR of the Peer Group
Compensation Actually Paid and Cumulative Total Shareholder Return (TSR) of the Company and Cumulative TSR of the Peer Group
| 44 | F&G Annuities & Life, Inc. | 2024 PROXY STATEMENT |
Compensation Actually Paid and Net Income (Loss)
Compensation Actually Paid and Net Income (Loss)
Compensation Actually Paid and Change to Adjusted Net Earnings, excluding SIE
Compensation Actually Paid and Change to Adjusted Net Earnings, excluding SIE Net loss for 2023 included $373 million of net unfavorable mark-to-market effects and $20 million of other unfavorable items; all of which are excluded from adjusted net earnings. The mark-to-market effects were primarily impacted by the interest rate volatility that the annuities industry experienced. The Company’s executive compensation strategy is discussed above in “Compensation Discussion and Analysis” and does not include this GAAP metric. GAAP net income (loss) therefore will not necessarily align with executive compensation on a year-by-year basis, or over time.
Compensation Actually Paid and Change to Adjusted Net Earnings, excluding SIE
| 2024 PROXY STATEMENT | F&G Annuities & Life, Inc. | 45 |
Director Compensation
Director Compensation Mr. Foley and Mr. Blunt received no additional compensation for services as a member of our board in 2023. In 2023, all non-employee directors received a pro-rated annual retainer of $90,000, payable quarterly. In 2023, the chairman and each member of the audit committee received a pro-rated additional annual fee (payable in quarterly installments) of $35,000 and $15,000, respectively, for their service on the audit committee. The chairman and each member of the compensation committee received a pro-rated additional annual fee (payable in quarterly installments) of $23,000 and $10,000, respectively, for their service on such committee. The chairman and each member of the corporate governance and nominating committee received a pro-rated additional annual fee (payable in quarterly installments) of $20,000 and $8,000, respectively, for their service on such committee. In addition, in 2023 each non-employee director received a long-term incentive award of 5,172 shares of restricted stock. These restricted stock awards were granted under our omnibus plan and vest proportionately each year over three years from the date of grant based upon continued service on our board, subject to the achievement of performance-based criteria. We also reimburse each non-employee director for all reasonable out-of-pocket expenses incurred in connection with attendance at board and committee meetings and director education programs. Each non-employee member of our board is eligible to participate in our deferred compensation plan to the extent he or she elects to defer any board or committee fees. The following table sets forth information concerning the compensation of our non-employee directors for the fiscal year ending December 31, 2023.
Director Compensation
| | | | All Other | | | | Fees Earned or | Stock Awards | Compensation | | | Name | Paid in Cash ($)(1) | ($)(2) | ($) | Total ($) | | Douglas K. Ammerman | 144,589 | 210,035 | — | 354,624 | | Michael J. Nolan | 90,000 | 210,035 | — | 300,035 | | Raymond R. Quirk | 90,000 | 210,035 | — | 300,035 | | John D. Rood | 146,411 | 210,035 | — | 356,446 | | Douglas Martinez | 78,750 | 210,035 | — | 288,785 | | Celina J. Wang Doka | 50,992 | 210,035 | — | 261,027 |
Director Compensation
| (1) Represents the cash portion of annual board and committee retainers and meeting fees earned for services as a F&G director in 2023 for all directors. |
Director Compensation
| (2) Amounts shown for all directors represent the grant date fair value of a restricted stock award granted in 2023, 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 F&G awards are included in Note R–Employee Benefit Plans to our Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities Exchange Commission on February 29, 2024. Restricted stock awards granted for the fiscal year ended December 31, 2023 for each director were as follows: Mr. Ammerman 5,172; Mr. Nolan 5,172; Mr. Quirk 5,172; Mr. Rood 5,172; Mr. Martinez 5,172; and Ms. Doka 5,172. The fair value of the awards as shown above is based on a per share fair value of $40.61 for each director. As of December 31, 2023, F&G restricted stock awards outstanding for each director were as follows: Mr. Ammerman 11,289; Mr. Nolan 11,289; Mr. Quirk 11,289; Mr. Rood 11,289; Mr. Martinez 13,581; and Ms. Doka 11,350. |
Director Compensation
| 46 | F&G Annuities & Life, Inc. | 2024 PROXY STATEMENT |
Director Compensation
| Proposal No. 2: Advisory Vote on Named Executive Officer Compensation |
Director Compensation
In accordance with Section 14A of the Securities Exchange Act of 1934, as amended, and the SEC’s rules thereunder, the board is asking shareholders to approve, on a non-binding, advisory basis, the compensation of F&G’s named executive officers as disclosed in this proxy statement, including the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosures beginning on page 27, but excluding disclosures presented in the section titled “Pay Versus Performance Disclosure.” As described above in the sections of this proxy statement under “Compensation Discussion and Analysis” and “Components of F&G’s Executive Compensation Program,” the board’s compensation committee has structured F&G’s executive compensation program to emphasize long-term, performance-dependent pay to motivate and reward long-term value creation for F&G’s shareholders. F&G’s executive compensation program has a number of features designed to ensure adherence to the Company’s pay-for-performance philosophy. The board encourages shareholders to read the Compensation Discussion and Analysis above which describes in detail how our executive compensation practices operate and are designed to achieve our core executive compensation objectives. The board also encourages shareholders to review the Summary Compensation Table and other compensation tables and the narrative disclosures accompanying the tables appearing under “Components of F&G’s Executive Compensation Program,” which provide detailed information about the compensation of our named executive officers. The compensation committee and the board believe that the compensation practices described in the Compensation Discussion and Analysis are effective in achieving a well-balanced compensation structure that adheres to F&G’s philosophies, demonstrates alignment between performance and executive compensation and supports the appropriateness of our executive compensation philosophy and practices. We ask our shareholders to vote on the following resolution at the annual meeting:
Director Compensation
| 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 2024 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. |
Director Compensation
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 of our common stock represented 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 OF DIRECTORS MAKES NO RECOMMENDATION REGARDING THIS PROPOSAL.
Director Compensation
| 2024 PROXY STATEMENT | F&G Annuities & Life, Inc. | 47 |
Director Compensation
| Proposal No. 3: Ratification of Independent Registered Public Accounting Firm |