DEF 14A of Cannae Holdings, Inc., Apr 26, 2024

DEF 14A of Cannae Holdings, Inc.

Filed Apr 26, 2024 · FY20230001193125-24-116052

Open on EDGAR

  1. The Restaurant Group

    The Restaurant Group The Restaurant Group is building inclusive workplaces, while driving community outcomes in the areas where it operates. The Restaurant Group supports such national charitable organizations as The Folded Flag Foundation, Making Strides, Boys & Girls Clubs of America and the American Cancer Society. On a regional basis, supporting the communities in which they operate, The Restaurant Group also supports The Dana Farber Cancer Center and Pine Street Inn – an organization focused on combating homelessness. In 2023, The Restaurant Group was the top

  2. The Restaurant Group

    | 15 | Cannae Holdings, Inc. |

  3. The Restaurant Group

    corporate donor for The Folded Flag Foundation, with donations surpassing $800,000. Our restaurant companies delight in feeding their communities, which is especially critical in times of crisis. Whether providing food to victims of devastating natural disasters, feeding first responders in the wake of tornadoes or hurricanes, or nourishing healthcare workers who serve selflessly every day – if there is a need in the community, our Restaurant Group is there to serve. The Restaurant Group embraces diversity and inclusion across all of its brands. The Restaurant Group’s Diversity, Equity, and Inclusion Council is dedicated to educating, cultivating and inspiring team members of different backgrounds to appreciate and celebrate the varying ideas, perspectives and experiences of its diverse employee population. All team members enjoy equal access to opportunities throughout the organization as well as exciting ways to connect with each other and with its guests, enriching both the employment and guest experience. Additionally, the Women in Leadership group was created with a target of developing the Restaurant Group’s senior-most female leaders through unique experiences, developmental activities and networking.

  4. OUR BOARD

    OUR BOARD Our Board is composed of William P. Foley, II, Douglas K. Ammerman, Hugh R. Harris, C. Malcolm Holland, Mark D. Linehan, Frank R. Martire, Richard N. Massey, Erika Meinhardt, Barry B. Moullet, James B. Stallings, Jr. and Frank P. Willey. Mr. Foley served as our non-executive Chairman until February 2024, at which time he was appointed by our Board to serve as Chairman, Chief Executive Officer and Chief Investment Officer. In 2023, Richard N. Massey and David Aung served on our Board. However, Mr. Massey and Mr. Aung will not be standing for re-election at the 2024 annual meeting. In 2023, our Board held five meetings. All directors attended at least 75% of the meetings of the board and of the committees on which they served during 2023. Our Board met quarterly and our non-management directors met periodically in executive sessions without management. We do not, as a general matter, require our Board to attend our annual meeting of shareholders, although each of our directors is invited to attend our 2024 annual meeting. None of our directors attended our 2023 annual meeting.

  5. DIRECTOR INDEPENDENCE

    DIRECTOR INDEPENDENCE The Board determined that Douglas K. Ammerman, Hugh R. Harris, C. Malcolm Holland, Mark D. Linehan, Erika Meinhardt, Barry B. Moullet, James B. Stallings, Jr., and Frank P. Willey are independent under the criteria established by the New York Stock Exchange (NYSE) and our Corporate Governance Guidelines. The Board also considered the additional NYSE independence considerations for compensation committee members and determined that current members Mr. Harris and Ms. Meinhardt are independent for purposes of service on the compensation committee. In determining independence, the Board considered all relationships that might bear on our directors’ independence from Cannae. The Board determined that William P. Foley, II is not independent because he is the Managing Member and a Senior Managing Director of the Manager and beginning in February 2024 he is our Chairman, Chief Executive Officer and Chief Investment Officer and an employee of the Company. Mr. Massey is not independent because he serves as our Vice Chairman and served as an employee of the Company as our Chief Executive

  6. DIRECTOR INDEPENDENCE

    | Cannae Holdings, Inc. | 16 |

  7. DIRECTOR INDEPENDENCE

    Officer until February 2024. Mr. Martire is not independent because he is a Managing Director of, and one of his children is an executive officer of entities affiliated with, CSI LP, which received a consulting fee of $2.1 million in 2022 in connection with Cannae’s investment in CSI and the consulting fee exceeded 2% of CSI LP’s and its affiliates consolidated gross revenues for 2022. In considering the independence of our independent directors, the Board considered the following factors:

  8. DIRECTOR INDEPENDENCE

    | • | Messrs. Harris and Willey each own a minority interest in Black Knight Sports and Entertainment LLC (BKSE), which owns the Vegas Golden Knights. Mr. Foley is the majority owner and is Executive Chairman and Chief Executive Officer of BKSE. |

  9. DIRECTOR INDEPENDENCE

    | • | Mr. Willey and Ms. Meinhardt are independent in that they were never employed by Cannae. Ms. Meinhardt previously served as an executive at FNF until January 31, 2024, and holds a minority interest in Minden Mill. Mr. Willey was a partner in a law firm that received payments from FNF, in each case before the Split-Off in 2017, which was more than five years ago. |

  10. DIRECTOR INDEPENDENCE

    | • | Mr. Ammerman is a director of Dun & Bradstreet, FNF and FG and holds minority interests in BKSE and BKFE. |

  11. DIRECTOR INDEPENDENCE

    | • | Our Manager may provide advisory services to entities for which our directors or executive officers are also directors or executive officers. |

  12. DIRECTOR INDEPENDENCE

    The Board determined that these relationships were not of a nature that would impair the independence of the members involved.

  13. COMPENSATION COMMITTEE

    | • | Approving the compensation of our directors; and |

  14. COMPOSITION, TENURE, RECENT REFRESHMENT AND DIVERSITY

    COMPOSITION, TENURE, RECENT REFRESHMENT AND DIVERSITY We believe that the current composition of our Board will serve us well and that our current directors possess a strong mix of relevant experience, skills and qualifications that will result in a well- functioning board that effectively oversees our long-term strategy. Our Board, which is composed of directors who have a strong understanding of our business, operational and strategic goals, as well as our strategic goals and the risks we face, will be crucial to our ability to effectively execute on our long-term strategy. Our Board is committed to examining ways to continue to foster the diversity of our Board across many dimensions to ensure that it operates at a high functioning level and reflects the board’s commitment to inclusiveness. Specifically, the corporate governance and nominating committee is focused on considering highly qualified individuals with diverse backgrounds as candidates for nomination as directors. Since becoming a public company in 2017, we have refreshed our Board and added diverse individuals with the skills and expertise to oversee our long-term strategy. Three of our twelve

  15. COMPOSITION, TENURE, RECENT REFRESHMENT AND DIVERSITY

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  16. COMPOSITION, TENURE, RECENT REFRESHMENT AND DIVERSITY

    directors identify themselves as having diverse backgrounds. In 2017, James B. Stallings, Jr., who is African American, and Erika Meinhardt joined our Board. In February 2019, our Board codified its commitment to consider all aspects of diversity when selecting new director nominees, including candidates with a diversity of age, gender, nationality, race, ethnicity, and sexual orientation by integrating it into the director selection criteria in our Corporate Governance Guidelines. In February 2021, Barry B. Moullet, who identifies himself as having a diverse background, joined our Board. Mr. Moullet has extensive experience in the Foodservice industry, including consulting and executive leadership experience, as well as his significant board experience. The corporate governance and nominating committee considers qualified candidates suggested by current directors, management and our shareholders in a substantially similar manner. Shareholders can suggest qualified candidates for director to the corporate governance and nominating committee by writing to our Corporate Secretary at 1701 Village Center Circle, Las Vegas, Nevada 89134. The submission must provide the information required by, and otherwise comply with the procedures set forth in, Section 3.1 of our bylaws. Section 3.1 also requires that the nomination notice be submitted by a prescribed time in advance of the meeting. See “Shareholder Proposals and Nominations” below.

  17. GOVERNANCE AND BOARD STRUCTURE

    GOVERNANCE AND BOARD STRUCTURE Our Board has adopted good governance practices, which promote the long-term interests of our shareholders and support accountability of our board of directors and management. See “Corporate Governance Highlights” above for measures implemented by our Board to improve our overall governance practices. Our Board is divided into three classes, with each class serving a staggered three-year term. Each year, our Board considers whether to declassify the Board. Our Board has determined that it is in the best interest of Cannae and its shareholders to maintain its classified board structure at this time. Service for a three-year term encourages our directors to make decisions in the long-term interests of the Company and its shareholders. The Board also considered that a classified board structure promotes board continuity and stability and ensures that, at any given time, there are experienced directors serving on the Board who are familiar with Cannae’s business, strategic goals and culture. Our classified board structure also reduces the potential influences of certain investors and special interest groups with short-term agendas. In the past, we believe that Cannae’s common stock has traded at a discount to the Company’s fair market value, and thus, a classified board structure protects the Company and its shareholders against abusive activist takeover tactics. We believe our classified board structure to be an effective means of protecting long-term shareholder interests against these types of abusive tactics. We have engaged with our shareholders on this topic.

  18. GOVERNANCE AND BOARD STRUCTURE

    | 25 | Cannae Holdings, Inc. |

  19. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS The following matrix lists the skills and experience that we consider most important for our continuing directors in light of our current business and structure. In addition, biographical information for our nominees proposed for election at the annual meeting as Class I directors of the Company, as well as our continuing Class II and Class III directors, including each directors’ relevant experience, qualifications, skills and diversity, is included below.

  20. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | | BOARD OF DIRECTORS | | | | | | | | | | | Director Skills, Qualifications & Experience: | | | | | | | | | | | | Board of Directors Experience | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Entrepreneur/Business Growth | ● | | ● | ● | ● | ● | ● | ● | ● | ● | | CEO/Business Head/Leadership | ● | | ● | ● | ● | ● | ● | ● | ● | ● | | Mergers & Acquisitions | ● | | ● | ● | | ● | ● | | | ● | | International | ● | | ● | | | ● | | ● | ● | | | Human Capital Management/ Compensation | ● | | ● | ● | ● | ● | ● | ● | ● | ● | | Finance/Capital Allocation | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Financial Literacy | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Regulatory | ● | ● | ● | ● | ● | ● | ● | ● | | ● | | Risk Management | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Corporate Governance | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Technology/Information Security | ● | | ● | ● | | ● | ● | | ● | ● | | Legal | ● | | | | | | | | | ● | | Marketing/Sales | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● |

  21. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Cannae Holdings, Inc. | 26 |

  22. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | | BOARD OF DIRECTORS | | | | | | | | | | | Demographics: Race / Ethnicity | | | | | | | | | | | | African American | | | | | | | | | ● | | | White / Caucasian | ● | ● | ● | ● | ● | ● | ● | | | ● | | Native American | | | | | | | | ● | | | | Gender / Tenure / Age | | | | | | | | | | | | Male | ● | ● | ● | ● | ● | ● | | ● | ● | ● | | Female | | | | | | | ● | | | | | Board Tenure | 6 | * | 6 | 6 | 4 | 6 | 6 | 3 | 6 | 6 | | Age | 79 | 72 | 73 | 64 | 61 | 76 | 65 | 66 | 68 | 70 |

  23. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    * Mr. Ammerman was appointed to the Company’s Board in February 2024.

  24. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | NOMINEES FOR CLASS I DIRECTORS – TERM EXPIRING 2027 (IF ELECTED) | | | | Name | Position with Cannae | Age | | William P. Foley, II | Chairman of the Board, Chief Executive Officer and Chief Investment Officer | 79 | | Douglas K. Ammerman | Chairman of the Audit Committee | 72 | | Frank R. Martire | Director | 76 |

  25. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    William P. Foley, II has served as our Chairman, Chief Executive Officer and Chief Investment Officer since February 2024. Mr. Foley previously served as our Executive Chairman from July 2017 until May 2018 and our non-executive Chairman from May 2018 until February 2024. Mr. Foley is the Managing Member and a Senior Managing Director of Trasimene, a private company that provides certain management services to Cannae, since November 2019. In his capacity as our Chief Executive Officer, Mr. Foley serves as an executive and/or director of Cannae and several of our companies including those noted below. Mr. Foley participates in the ongoing management of our companies, including D&B, Alight and Black Knight Football, to help them to grow and succeed in furtherance of our and our shareholders’ interests. Mr. Foley has served as non-executive Chairman of the board of directors of Dun & Bradstreet since February 2019 and as Executive Chairman since February 2022. Mr. Foley has served as non-executive Chairman of the board of directors of FNF since 1984. He previously served as Chief Executive Officer of FNF until May 2007 and as President of FNF until December 1994. Mr. Foley has also served as Executive Chairman of FG since November 2022. Mr. Foley has served as the non-executive Chairman of the board of directors of Alight since April 2021 and served on the board of its predecessor, Foley Trasimene Acquisition Corporation (FTAC), from May 2020 until April 2021.

  26. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

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  27. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    Mr. Foley served as director of System1 from January 2022 until March 2023. From January 2014 until June 2021, Mr. Foley also served as Chairman of the Board of Black Knight and its predecessors, and he served as non-executive Chairman of the board of directors of Paysafe and its predecessor, Foley Trasimene Acquisition Corp II (FTAC II), from March 2020 until March 2022. Mr. Foley formerly served as Co-Chairman of FGL Holdings from April 2016 to June 2020 and as a director of Dayforce from September 2013 to August 2019. Mr. Foley also formerly served as a director of Austerlitz Acquisition Corporation I (AUS), Austerlitz Acquisition Corporation II (ASZ) and Trebia Acquisition Corporation (Trebia), which were blank check companies, but resigned from those boards in April 2021. Mr. Foley served as the Chairman of Foley Wines, Ltd, a New Zealand company from September 2012 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 also serves on the board of various foundations and charitable organizations. Mr. Foley provides high-value added services to our Board and has sufficient time to focus on Cannae. See “The Impact of William P. Foley, II” above for further information on Mr. Foley’s demonstrated expertise and transformative impact on public companies throughout his career. His qualifications to serve on our Board include more than 30 years as a director and executive officer of FNF, his long and deep knowledge of our business and industry, 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 implementing mergers and acquisitions. We believe that Mr. Foley is able to fulfill his roles and devote sufficient time and attention to his duties as our Chairman, Chief Executive Officer and Chief Investment Officer and as a director and/or officer of other companies where we have an interest. Cannae is a holding company and Mr. Foley is not charged with overseeing the day-to-day operations of Cannae’s various businesses. With his three decades of preeminent operational experience, Mr. Foley has a proven track record of being able to dedicate significant time and attention to the businesses of which he is a part. Mr. Foley has attended 100% of Cannae’s board meetings. Douglas K. Ammerman has served as a director of Cannae since February 2024. 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 2011, where he serves as Chairman, as a director of FNF since 2005, as a director of F&G since December 2022 and as a director Dun & Bradstreet since February 2019. Mr. Ammerman formerly served on the boards of J. Alexander’s Holdings, Inc. and FTAC. Mr. Ammerman’s qualifications to serve on our Board 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. Frank R. Martire has served as a director of Cannae since November 2017 and served as our Lead Independent Director from 2020 to February 2023. Mr. Martire is the founder of Bridgeport Partners, a private investment firm with a long-term, value oriented approach to investing.

  28. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

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  29. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    Mr. Martire served as the Executive Chairman of NCR Corporation from May 2018 to May 2023 and as Chairman of J. Alexander’s Holdings, Inc. from September 2015 until May 2019 and Lead Independent Director from May 2019 until it was sold in September 2021. Mr. Martire also served as a director of Trebia and now serves as a director of System1, since January 2022. Mr. Martire served as Chairman of FIS from January 2017 until May 2018, and as Executive Chairman of FIS from January 2015 through December 2016. Mr. Martire served as Chairman of the Board and Chief Executive Officer of FIS from April 2012 until January 2015. Mr. Martire joined FIS as President and Chief Executive Officer after its acquisition of Metavante Corporation (Metavante) in October 2009, where he had served as Chairman of the Board and Chief Executive Officer since January 2003. Mr. Martire served as President and Chief Operating Officer, Financial Institution Systems and Services Group, of Fiserv, Inc. from 1991 to 2001. Mr. Martire’s qualifications to serve on our Board include his years of experience in providing technology solutions to the banking industry, particularly his experience with FIS and Metavante, his knowledge of and contacts in the financial services industry, his strong leadership abilities and his experience in driving growth and results in large complex business organizations.

  30. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | CLASS II DIRECTORS – TERM EXPIRING 2025 | | | | Name | Position with Cannae | Age | | Erika Meinhardt | Lead Independent Director and Member of the Compensation Committee | 65 | | Barry B. Moullet | Chairman of the Related Person Transaction Committee | 66 | | James B. Stallings, Jr. | Member of the Corporate Governance and Nominating Committee and Member of Related Person Transaction Committee | 68 | | Frank P. Willey | Member of the Audit Committee | 70 |

  31. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    Erika Meinhardt has served as a director of Cannae since July 2018 and as Lead Independent Director of Cannae since February 2023. Ms. Meinhardt served as Executive Vice President of FNF from January 2018 through January 2024. She previously served as President of National Agency Operations for FNF’s Fidelity National Title Group from February 2005 until January 2018. Prior to assuming that role she served as Division Manager and National Agency Operations Manager for FNF from 2001 to 2005. Ms. Meinhardt has served as a member of the board of directors of Alight since July 2021. Ms. Meinhardt also served as a member of the board of directors of ASZ and AUS, from February 2021 through December 2022. Ms. Meinhardt also previously served as a director of FTAC II from August 2020 to March 2021. Ms. Meinhardt’s qualifications to serve on our Board include her knowledge of our businesses she gained at FNF, and her experience in managing and growing complex business organizations as President of FNF’s National Agency Operations. Ms. Meinhardt has attended NACD director educations courses on the topics of compensation committee responsibilities, cybersecurity and privacy. Barry B. Moullet has served as a director of Cannae since February 2021. Mr. Moullet has been the principal of BBM Executive Insights, LLC, a consulting firm specializing in the optimization of various supply chain management activities for foodservice clients, since June 2012. Mr. Moullet also served as Chief Supply Chain Officer and as a consultant for Focus Brands Inc. from January 2013 through July 2014. He served in various executive roles with Darden Restaurants Inc. from 1996 until 2012. Prior to his tenure with Darden Restaurants, Mr. Moullet’s previous roles include

  32. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

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  33. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    Vice President of Purchasing for Restaurant Services Inc. and Vice President of Purchasing for Kentucky Fried Chicken. Mr. Moullet received a B.S. in a double major of Chemistry and Marketing from the University of Wisconsin and his M.B.A. with an emphasis in Finance from the College of St. Thomas. Mr. Moullet also serves on the board of directors of RockSpoon Inc., a privately held company, and formerly served on the board of Cici’s Pizza prior to its acquisition. He is an Advisory Board Member and guest speaker for Cornell University’s School of Hotel Administration and is a member of the University of Wisconsin – Eau Claire Foundation Board and the University of Wisconsin – Eau Claire Real Estate Board. Mr. Moullet’s qualifications to serve on our Board include his extensive experience in the Foodservice industry, including consulting and executive leadership experience, as well as his significant board experience. James B. Stallings, Jr. has served as a director of Cannae since January 2018. Since 2013, Mr. Stallings has been a Managing Partner of PS27 Ventures, LLC, a private investment fund focused on technology companies. From 2009 until his retirement in January 2013, Mr. Stallings served as General Manager of Global Markets in IBM’s Systems and Technology Group. From 2002 to 2009, Mr. Stallings served in a variety of roles at IBM Corporation, including General Manager, Enterprise Systems, IBM Systems and Technology Group. From 2000 to 2002, Mr. Stallings founded and ran E House, a consumer technology company, and prior to that, Mr. Stallings worked for Physician Sales & Services, Inc., a medical supplier. From 1984 to 1996, Mr. Stallings worked in various capacities for IBM Corporation. Mr. Stallings previously served as director of Trebia until January 2022. Mr. Stallings serves as a director of FIS. Mr. Stallings qualifications to serve on our Board include more than 25 years of experience in the information technology industry, including leadership roles in business management, strategy and innovation, his experience as an entrepreneur and his financial expertise. Frank P. Willey has served as a director of Cannae since November 2017. He is a partner with the law firm of Hennelly & Grossfeld, LLP and the Vice Chairman of Commercial Bank of California. Mr. Willey served as a director of FNF from 1984 until November 2017 and served as Vice Chairman of the board of directors of FNF until February 2016. Mr. Willey served as President of FNF from January 1995 until March 2000. Mr. Willey served as Executive Vice President and General Counsel of FNF from 1984 through December 1994. Mr. Willey formerly served as a director of ASZ, from April 2021 until December 2022. He formerly served as a director of Pennymac Mortgage Investment Trust through September 2020. Mr. Willey’s qualifications to serve on our Board include his deep knowledge of our businesses and strategies that he gained while serving as a director of FNF, his experience leading and growing a complex business organization as President and Vice Chairman of FNF, and his financial literacy and legal expertise.

  34. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | CLASS III DIRECTORS – TERM EXPIRING 2026 | | | | Name | Position with Cannae | Age | | Hugh R. Harris | Chairman of the Compensation Committee and Member of the Corporate Governance and Nominating Committee | 73 | | C. Malcolm Holland | Chairman of the Corporate Governance and Nominating Committee | 64 | | Mark D. Linehan | Member of the Audit Committee | 61 |

  35. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | Cannae Holdings, Inc. | 30 |

  36. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    Hugh R. Harris has served as a director of Cannae since November 2017. Mr. Harris is retired, and formerly served as President, Chief Executive Officer and a director of Lender Processing Services, Inc. (LPS) from October 2011 until January 2014, when it was acquired by FNF. Prior to joining LPS, Mr. Harris had been retired since July 2007. Before his retirement, Mr. Harris served as President of the Financial Services Technology division at FNF from April 2003 until July 2007. Prior to joining FNF, Mr. Harris served in various roles with HomeSide Lending Inc. from 1983 until 2001, including President and Chief Operating Officer and later as Chief Executive Officer. Mr. Harris previously served on the board of directors of AUS and ASZ, from February 2021 through December 2022 and on the board of directors of FTAC, from May 2020 until July 2021. Mr. Harris’ qualifications to serve on our Board include his leadership of complex businesses at FNF, FIS and LPS, including with respect to corporate strategy, operational oversight, mergers and acquisitions and corporate governance. C. Malcolm Holland has served as a director of Cannae since November 2017. Mr. Holland founded Veritex Holdings, Inc., where he has served as Chairman of the Board and Chief Executive Officer since 2009, and as Chairman of the Board, Chief Executive Officer and President of Veritex Bank since its inception in 2010. Mr. Holland began his career in 1982 as a credit analyst and commercial lender at First City Bank. In 1984, Mr. Holland joined Capital Bank as a vice president of commercial lending. From 1985 to 1998, Mr. Holland was an organizer and executive vice president of EastPark National Bank, a de novo bank that opened in 1986. EastPark National Bank was acquired by Fidelity Bank of Dallas in 1995, and Mr. Holland served as executive vice president and head of commercial lending for Fidelity Bank of Dallas from 1995 to 1998, when the bank was acquired by Compass Bank. From 1998 to 2000, Mr. Holland served as senior vice president and head of business banking for Compass Bank. Mr. Holland served as President of First Mercantile Bank from 2000 to 2002, when the bank was acquired by Colonial Bank. From 2003 to 2009, Mr. Holland served as Chief Executive Officer for the Texas Region of Colonial Bank. Mr. Holland also served as a director of FTAC II, from August 2020 until March 2021. He is a past president of the Texas Golf Association and served on the Executive Committee of the United States Golf Association from 2013 through 2016. Mr. Holland is an active member and chairman of the business advisory committee of Watermark Community Church. He has served as chairman of the College Golf Fellowship from 2002 to 2013. Mr. Holland received his Bachelor of Business Administration from Southern Methodist University in 1982. Mr. Holland’s qualifications to serve on our Board include his extensive experience leading and growing complex business organizations, including with respect to corporate strategy and mergers and acquisitions, and his more than 40 years of experience in the banking industry. Mark D. Linehan has served as a director of Cannae since September 2019. Mr. Linehan has served as President and Chief Executive Officer of Wynmark Company, a private real estate investment and development company, since he founded the company in 1993. Prior to founding Wynmark Company, he served as a Senior Vice President with the Trammell Crow Company in Los Angeles, California. Prior to working for Trammell Crow Company, Mr. Linehan worked for Kenneth Leventhal & Co., a Los Angeles-based public accounting firm specializing in the real estate industry which is now part of Ernst & Young LLP. Mr. Linehan has served on the board of Hudson Pacific Properties, Inc. since 2010. Mr. Linehan previously served as a member of the board of Trebia from 2020 to 2022, FTAC II from 2020 to 2021, AUS and ASZ from February 2021 through December 2022, and previously served on the board of directors of Condor Hospitality Trust, Inc.

  37. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

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  38. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    Mr. Linehan has a Bachelor of Arts degree in Business Economics from the University of California, Santa Barbara and is a Certified Public Accountant. Mr. Linehan’s qualifications to serve on our Board include his expertise in accounting matters, his experience in founding and growing Wynmark Company, and his experience as a public company director. PROPOSAL NO. 1:

  39. INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

    | ELECTION OF DIRECTORS |

  40. 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 at least one and no more than twelve 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 directors elected at this annual meeting will hold office for their respective terms or until their successors are elected and qualified. The number of directors following the 2024 annual meeting will be ten. Richard N. Massey and David Aung will not be standing for re-election at the 2024 annual meeting. 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 I directors for a three-year term expiring in 2027.

  41. Attracting Qualified Directors and Officers

    Attracting Qualified Directors and Officers Although both Delaware and Nevada law afford some protections to directors and officers in the form of exculpation from potential liability for money damages for certain acts in their capacities as directors and officers, Nevada law affords potentially greater protections. Specifically, Delaware law permits a corporation to adopt provisions limiting or eliminating the liability of a director to a company and its stockholders for monetary damages for breach of the duty of care, but not for breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct, or a knowing violation of law. Moreover, pursuant to a recent amendment to the DGCL, similar protections can be extended to senior officers of Delaware corporations in certain circumstances, but officers cannot be protected to the same degree as directors. For example, the DGCL does not permit a corporation to exculpate officers for breaches of the duty of care in claims asserted derivatively. By contrast, Nevada law permits a broader exclusion of individual liability of both officers and directors to a company and its stockholders. Specifically, under Nevada law, unless the articles of incorporation provide for greater individual liability, a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in their capacity as a director or officer unless (a) the presumption that the director or officer acted in good faith, on an informed basis and with a view to the interests of the company, has been rebutted, and (b) it is proven that (i) the director’s or officer’s act or failure to act constituted a breach of their fiduciary duties as a director or officer, and (ii) such breach involved intentional misconduct, fraud or a knowing violation of law. The Nevada Articles of Incorporation (the Nevada Charter) provide that, to the fullest extent permitted by the Nevada Revised Statutes, (as amended from time to time, the NRS), the liability of directors and officers of

  42. Attracting Qualified Directors and Officers

    | 37 | Cannae Holdings, Inc. |

  43. Attracting Qualified Directors and Officers

    the Company shall be eliminated or limited. Thus, as a practical matter, for any acts occurring after the Redomestication, the Redomestication will generally result in, among other things, the elimination of any liability of an officer or director for a breach of fiduciary duty unless arising from intentional misconduct, fraud, or a knowing violation of law. By reducing the risk of lawsuits being filed against the Company’s directors and officers, the Board believes the Redomestication may, among other things, help us attract and retain qualified management and directors.

  44. Limitation on Personal Liability of Directors and Officers

    Limitation on Personal Liability of Directors and Officers The NRS and the DGCL each, by way of statutory provisions or permitted provisions in corporate charter documents, eliminate or limit the personal liability of directors and officers to the corporation or their stockholders for monetary damages for breach of a director’s fiduciary duty, subject to the differences discussed below. The DGCL permits corporations to adopt charter provisions exculpating directors from monetary liability to the corporation and its stockholders for breaches of the directors’ duty of care, but the statute precludes liability limitation for breach of the duty of loyalty, acts or omissions not in good faith or involving intentional misconduct and for paying dividends or repurchasing stock out of other than lawfully available funds. With respect to a corporation’s most senior officers—namely, the chief executive officer, president, chief financial officer, chief operating officer, chief legal officer, controller, treasurer and chief accounting officer, as well as any other persons identified as “named executive officers” in the Company’s most recent SEC filings or who otherwise consent to jurisdiction under Delaware’s long-arm statute applicable to directors and officers of Delaware corporations—the DGCL authorizes similar limitations of liability, but only in connection with direct claims brought by stockholders, including class actions. The DGCL does not, however, authorize a limitation on liability of officers for breach of fiduciary duty arising out of claims brought by the corporation itself or for derivative claims brought by stockholders in the name of the corporation. Under the NRS, in order for a director or officer to be individually liable to the corporation or its stockholders or creditors for damages as a result of any act or failure to act, the presumption of the business judgment rule must be rebutted and it must be proven that the director’s or officer’s act or failure to act constituted a breach of their fiduciary duties as a director or officer, and that the breach of those duties involved intentional misconduct, fraud or a knowing violation of law. Unlike the DGCL, however, the limitation on director and officer liability under the NRS does not distinguish the duty of loyalty or transaction from which a director derives an improper personal benefit, but does, pursuant to NRS 78.300, impose limited personal liability on directors for distributions made in violation of NRS 78.288. Further, the NRS permits a corporation to renounce in its articles of incorporation any interest or expectancy to participate in specific or specified classes or categories of business opportunities. Both the DGCL and the NRS permit limitation of liability which applies to both directors and officers, though the NRS also expressly applies this limitation to liabilities owed to creditors of the corporation. Furthermore, under the NRS, it is not necessary for a corporation to adopt provisions in its articles of incorporation limiting personal liability of directors or officers, as this limitation is provided by statute.

  45. Limitation on Personal Liability of Directors and Officers

    | 47 | Cannae Holdings, Inc. |

  46. Limitation on Personal Liability of Directors and Officers

    The Delaware Charter provides for exculpation of directors to the fullest extent permitted by the DGCL. As described above, the NRS provides broader protection from personal liability for directors and officers than the DGCL. The Nevada Charter provides a limitation to director and officer liability to the fullest extent permitted by Nevada law. The Delaware Charter, in contrast, does not provide for exculpation of directors and officers as described above under Nevada law.

  47. Director Compensation

    Director Compensation The DGCL does not have a specific statute governing either the establishment of director compensation, or the fairness of director compensation. In contrast, the NRS provides that, unless otherwise provided in the articles of incorporation or bylaws, the board of directors, without regard to personal interest, may establish the compensation of directors for services in any capacity. If the board of directors so establishes the compensation of directors, such compensation is presumed to be fair to the corporation unless proven unfair by a preponderance of the evidence. The Company’s Board after Redomestication will establish the compensation of its directors, as it did before the Redomestication.

  48. COMPENSATION DISCUSSION

    | AND DIRECTOR COMPENSATION |

  49. OUR COMPENSATION PROGRAMS ARE DRIVEN BY OUR BUSINESS OBJECTIVES

    | financial performance metrics and performance-based vesting provisions in equity incentive awards with fixed, one to three-year performance periods would generally not provide the incentives needed to achieve our business objectives and maximize returns to our shareholders. We aim to deliver a sound compensation program, reflecting our business model and goal of achieving superior financial performance and maximizing the value of our businesses. |

  50. OUR COMPENSATION PROGRAMS ARE DRIVEN BY OUR BUSINESS OBJECTIVES

    | • | Pay for Performance. Our Investment Success Incentive Program (ISIP) is designed to help us maximize our return on our investment in Dayforce by aligning our named executive officers’ long-term incentive compensation with the returns related to Dayforce that inure to the benefits of our shareholders. As discussed below in “The Investment Success Incentive Program” section, in connection with the Externalization, our compensation committee made certain adjustments to the ISIP. |

  51. OUR COMPENSATION PROGRAMS ARE DRIVEN BY OUR BUSINESS OBJECTIVES

    | • | Shareholder Alignment and Risk Assumption. We place a strong emphasis on delivering long- term results for our shareholders and discourage excessive risk-taking by our executive officers. |

  52. COMPENSATION BEST PRACTICES

    | THINGS WE DO | | THINGS WE DON’T DO | | | | Retain an independent compensation consultant that reports solely to our compensation committee and does not provide our compensation committee services other than executive compensation consulting | | Have supermajority voting provisions in our Certificate of Incorporation | | | Maintain robust stock ownership requirements | | Provide tax gross ups or reimbursement of taxes | | | Maintain a clawback policy for incentive-based compensation, in compliance with NYSE listing standards | | Have liberal change in control definitions | | | Limit perquisites | | Provide our executives with modified single- trigger severance arrangements – which provide severance upon a voluntary termination of employment following a change in control | | | Undertake an annual review of compensation risk | | Allow hedging and pledging transactions by our employees, executives or directors as applicable involving our securities without approval by the board | | | Require that any dividends or dividend equivalents on equity 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 | | | | | Have transparent executive compensation disclosures in our annual proxy statements | | | | | A policy that annual grants of restricted stock will utilize a vesting schedule of not less than three- years | | |

  53. PRINCIPAL COMPONENTS OF COMPENSATION

    | Category of Compensation | Type of Compensation | Purpose of the Compensation | | Cash Compensation | Salary | For our executives who receive a base salary, it is intended to provide a level of assured, regularly paid, cash compensation. | | Business Specific Incentives (limited to Dayforce) | Investment Success Incentive Program (ISIP) | Our compensation program is focused on the performance of our businesses. The purpose of the program is to retain and incentivize executives to identify and execute on monetization and liquidity opportunities that will maximize returns on our holdings of Dayforce. | | Long-term Equity Incentives | Time-based Restricted Stock | Time-based restricted stock helps to tie our named executive officers’ long-term financial interests 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. |

  54. ALLOCATION OF TOTAL COMPENSATION FOR 2023

    | | Salary | Investment Success Incentive Program (ISIP) | Equity Awards | Other Compensation | Total Compensation From Cannae | Performance- Based Compensation | | Ryan R. Caswell | 7% | —% | 93% | —% | 100% | 93% | | Peter T. Sadowski | 5% | —% | 95% | —% | 100% | 95% | | Bryan D. Coy | 37% | —% | 62% | 1% | 100% | 62% | | Charles R. Curley Jr. | 54% | —% | 42% | 4% | 100% | 42% | | David W. Ducommun | —% | 100% | —% | —% | 100% | 100% |

  55. THE INVESTMENT SUCCESS INCENTIVE PROGRAM

    THE INVESTMENT SUCCESS INCENTIVE PROGRAM The Cannae Investment Success Incentive Program (ISIP) is a performance-based cash incentive program designed to drive extraordinary performance by aligning a portion of management’s compensation with the success of Dayforce. Mr. Ducommun and our Chairman Mr. Foley participate in our ISIP. Under the program, which was established in 2018 to reward their contributions to the success of, and continued support to, the management of Dayforce, amounts are earned upon liquidity events associated with our holdings of Dayforce, which may include events such as an IPO of the company’s shares, sales of the company’s securities or assets, recapitalizations in connection with which extraordinary dividends exceeding Cannae’s investment are returned, and other transactions or events in connection with which return on the investment can be objectively determined. For awards under this program, return is determined relative to the value of our investment in Dayforce at the time of its IPO in 2018, which was $1.1 billion and to which Messrs. Ducommun and Foley contributed and continue to support. If the amount of cash or value of property received in the liquidity event is determined to constitute a positive return on our investment, 10% of any incremental value is contributed to an incentive pool and payments are made to participants based on their allocated percentages of the pool. The allocation of the final incentive pool amount to each participant will be determined by the compensation committee at the time of payment of any award paid under the program. The compensation committee may exercise discretion to payout awards under the ISIP, including to make pay outs in cash or stock of Cannae, or a combination of both, and has the right to apply negative discretion to reduce or eliminate a participant’s payment under the ISIP. To be entitled to receive a payment under the program, participants must remain employed by or be serving on the board of directors of Cannae or a subsidiary through the date of payment. In setting the value of our interest in Dayforce for purposes of the program, the compensation committee used the post-IPO value of our Dayforce interest to ensure that any payments under the ISIP would only be paid with respect to new gains on that interest. All amounts payable under the ISIP are subject to our clawback policy, which is described below. The ISIP gives our compensation committee discretion to reduce or eliminate amounts that otherwise would be earned under the program’s incentive formula. The Cannae ISIP only includes returns relating to our investment in Dayforce. Messrs. Massey, Caswell, Coy, Sadowski and Curley do not participate in the ISIP.

  56. MANAGER INCENTIVE PROGRAM

    MANAGER INCENTIVE PROGRAM Carried interest payments made to our Manager pursuant to the terms of the Operating Agreement include a hurdle rate of 8% of IRR and a high-water mark. So long as Cannae LLC’s profits with respect to a liquidity event (sale or other disposition) involving a business (as defined in the Operating Agreement) exceed an annualized hurdle rate (threshold) of 8%, Cannae LLC pays carried interest with respect to such business to the Manager. Generally, where such hurdle is satisfied, carried interest is paid to the Manager in an amount equal to: 15% of the profits on such monetization event (calculated as the proceeds received on the underlying business less allocable management fees (as defined in the Operating Agreement) and the cost of such business) for returns between 1.0x and 2.0x the cost of such business (plus allocable management fees), and 20% of the profits on such business for returns exceeding 2.0x the cost of such investment (plus allocable management fees). However, to the extent that, as of the liquidity event, the value of the businesses under the MIP are collectively less than the aggregate cost of such businesses, then the Manager’s carried interest entitlement is correspondingly reduced until such time that our businesses have recovered in value (i.e., maximum). In 2023, our named executive officers Messrs. Massey, Caswell, Ducommun and Coy and our Chairman Mr. Foley were members of our Manager for all or a portion of the year and received cash distributions from our Manager periodically at its discretion. In 2023, approximately $0.4 million was paid to our Manager as carried interest payments under the MIP. See section “Executive Compensation Paid By Our Manager in 2023” for further description of the compensation paid to our named executive officers, as applicable, by our Manager. The amount of distributions by the Manager to our named executive officers who have an interest in the Manager is derived by the Manager and is not within our control.

  57. LONG-TERM EQUITY INCENTIVES

    LONG-TERM EQUITY INCENTIVES Time-based Restricted Stock. In connection with the externalization of our management in 2019, prior to 2023 the Company generally did not grant long-term equity incentive awards to our named executive officers who received compensation from the Manager. In 2023, we granted time-based restricted stock to certain of our named executive officers that vest over a three-year period. Messrs. Sadowski, Coy and Curley are not members of the Manager and receive their compensation from the Company. Mr. Caswell was granted a long-term equity incentive award in 2023 because he was promoted to President during the year in recognition of his significant contributions to the Company, and the Board determined a grant of restricted stock with time-based vesting conditions was important to provide Mr. Caswell with additional retention incentive, recognize his expanded responsibilities, and further align his compensation with the interests of the Company’s shareholders.

  58. LONG-TERM EQUITY INCENTIVES

    | Cannae Holdings, Inc. | 88 |

  59. LONG-TERM EQUITY INCENTIVES

    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 to directors and employees during the fourth or first quarter of each year. 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. The restricted stock awards granted in 2023 vest over three years so long as the executive remains employed by the Company. We considered including performance metrics as vesting conditions, however as a holding company with a focus on the strength of our balance sheet and the individual operations of our various consolidated and unconsolidated businesses, we determined there were no clear metrics that align with the unique structure of the Company. We believe time-based restricted stock provides strong alignment between our executives and shareholders as it aligns the value of our named executive officers’ compensation with shareholder return and provides strong incentive to retain key executives.

  60. EMPLOYMENT AGREEMENTS

    EMPLOYMENT AGREEMENTS None of our named executive officers were party to employment agreements in 2023. In February 2024, we entered into employment agreements with Mr. Foley and Mr. Caswell, which are described in our Form 10-K filed with the SEC on February 29, 2024. Mr. Foley’s employment agreement provides that beginning February 26, 2024 he receives a minimum annual base salary of $1.0 million and on February 28, 2024 he received a time-based equity incentive of award in the form of one million restricted stock units which will vest as follows: 400,000 units on July 2, 2024, 400,000 units on July 2, 2025 and 200,000 units on July 2, 2026 (the 2024 Award). The 2024 Award was made in conjunction with the termination of the Management Services Agreement with our Manager and the appointment of Mr. Foley as the new Chief Executive Officer and Chief Investment Officer in February 2024. The compensation committee considered the significant value Mr. Foley provides to Cannae and the significant expected savings to Cannae from the reduced fees under the Terminal MSA in determining the size of the 2024 Award. Cannae expects that the changes resulting from the Terminal MSA and the 2024 Award will be marginally accretive to the Company’s Net Asset Value Per Share upon the effective date of July 2, 2024.

  61. EMPLOYMENT AGREEMENTS

    | 89 | Cannae Holdings, Inc. |

  62. EMPLOYMENT AGREEMENTS

    Furthermore, the compensation committee determined that a grant of restricted stock units with a three-year time-based service requirement was important to incentivize the retention of Mr. Foley considering the transition of our former Chief Executive Officer, Mr. Massey. The compensation committee considered whether to include performance vesting conditions in the 2024 Award, however, as a holding company with a focus on the strength of our balance sheet and the individual operations of our various consolidated and unconsolidated businesses, it determined there were no clear metrics that align with the unique structure of the Company. See further discussion of the importance of Mr. Foley to the Company under the headers “The Impact of William P. Foley, II” beginning on page 2 and “Board Leadership Structure” beginning on page 21.

  63. ESTABLISHING EXECUTIVE COMPENSATION LEVELS

    Our 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, Mercer conducts marketplace reviews of the compensation we pay to our executive officers. It gathers marketplace compensation data on total compensation, which consists of annual salary, annual incentives, long-term incentives, pay mix and other key statistics. The marketplace review is also instructive to our use of an external manager. 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. For 2023, Mercer assessed companies of similar size and industry focus to Cannae and did not recommend any changes to Cannae’s peer group from the peer group used for their assessment in 2022. The peer group consisting of similarly sized companies was based on a total asset range of 0.8 to 2.4 times the 2022 total assets for Cannae (which at the time was estimated to be approximately $3.2 billion).

  64. ESTABLISHING EXECUTIVE COMPENSATION LEVELS

    Data disclosed by those peer companies is helpful to the compensation committee when reviewing our executive compensation. The 2023 Cannae peer groups consisted of:

  65. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth certain information with respect to compensation awarded to, earned by or paid to our Chief Executive Officer, our Chief Financial Officer, and our three other most highly compensated executive officers for the three years ended December 31, 2023, as well as Mr. Ducommun who served as our principal executive officer until February 1, 2023 (together, our named executive officers). All incentive payments were made by Cannae under the Cannae ISIP.

  66. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Richard N. Massey, Chief Executive Officer and Director | 2023 | 1 | — | — | — | — | 1 | | | 2022 | 1 | — | — | — | — | 1 | | | 2021 | 1 | — | — | — | — | 1 | | Ryan R. Caswell, President | 2023 | 224,588 | — | 2,999,992 | — | 8,984 | 3,233,564 | | Bryan D. Coy, Chief Financial Officer | 2023 | 628,846 | — | 1,050,003 | — | 13,200 | 1,692,050 | | | 2022 | 175,001 | — | — | — | 7,000 | 182,001 | | | 2021 | 350,000 | — | — | — | — | 350,000 | | Peter T. Sadowski, Executive Vice President and Chief Legal Officer | 2023 | 30,000 | — | 602,400 | — | 1,200 | 633,600 | | Charles R. Curley, Jr., Executive Vice President and General Counsel(4) | 2023 | 450,000 | — | 349,608 | — | 34,200 | 833,808 | | David W. Ducommun, President and Executive Vice President of Corporate Finance (until February 1, 2023) | 2023 | — | — | — | 389,833 | — | 389,833 | | | 2022 | 1 | — | — | 762,748 | — | 762,749 | | | 2021 | 741,346 | — | — | 1,286,768 | — | 2,028,114 |

  67. SUMMARY COMPENSATION TABLE

    | 1. | Represents the grant date fair value of time-based restricted stock awards granted to named executive officers, computed in accordance with ASC Topic 718, excluding forfeiture assumptions. |

  68. SUMMARY COMPENSATION TABLE

    | 2. | Reflects payouts pursuant to the Dayforce Share Sales under the ISIP. |

  69. SUMMARY COMPENSATION TABLE

    | 3. | All Other Compensation primarily represents matching contributions under our 401(k) plan. Mr. Curley’s other compensation also includes a $21,000 moving expense stipend paid in 2023. |

  70. SUMMARY COMPENSATION TABLE

    | 4. | Mr. Curley served in this position until March 15, 2024 when he left the Company to pursue other opportunities. |

  71. SUMMARY COMPENSATION TABLE

    | 95 | Cannae Holdings, Inc. |

  72. GRANTS OF PLAN-BASED AWARDS

    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, 2023. One-third (1/3) of the awards vest on each of the first three anniversaries of the date of grant.

  73. GRANTS OF PLAN-BASED AWARDS

    | GRANTS OF PLAN-BASED EQUITY AWARDS | | | | Name | Number of Shares of Stock (#) | Grant-Date Fair Value ($) | | Ryan R. Caswell | 149,402 | 2,999,992 | | Bryan D. Coy | 52,291 | 1,050,003 | | Peter T. Sadowski | 30,000 | 602,400 | | Charles R. Curley, Jr. | 17,533 | 349,608 |

  74. GRANTS OF PLAN-BASED AWARDS

    The Company did not award any performance-based equity awards or stock options to its named executive officers in the fiscal year ended December 31, 2023. As described in the “Compensation Discussion and Analysis” above, the ISIP does not include target, threshold, or maximum amounts for participating executives. Incentive amounts under the ISIP program are earned upon liquidity events related to Dayforce. If the amount of cash or value of property received or receivable in a liquidity event is determined to constitute a positive return on our investment, 10% of any incremental value is contributed to an incentive pool and payments are made to participants based on their allocated percentages of the pool, as determined by, and subject to the negative discretion of, our compensation committee. For a description of the formula used to determine the amounts payable under the ISIP awards, please see the discussion of the ISIP above.

  75. OUTSTANDING EQUITY AWARDS AT YEAR-END

    OUTSTANDING EQUITY AWARDS AT YEAR-END The following table sets forth certain information with respect to outstanding equity awards held by our named executive officers at December 31, 2023.

  76. OUTSTANDING EQUITY AWARDS AT YEAR-END

    | OUTSTANDING RESTRICTED STOCK AWARDS AT FISCAL YEAR-END | | | | | Name | Grant Date | Number of Shares That Have Not Vested (#)(1) | Market Value of Shares That Have Not Vested ($)(2) | | Ryan R. Caswell | 3/15/2023 | 149,402 | 2,914,833 | | Bryan D. Coy | 3/15/2023 | 52,291 | 1,020,197 | | Peter T. Sadowski | 3/15/2023 | 30,000 | 585,300 | | | 2/22/2022 | 20,000 | 390,200 | | Charles R. Curley, Jr. | 9/12/2023 | 17,533 | 342,069 | | | 9/12/2022 | 19,437 | 379,216 |

  77. OUTSTANDING EQUITY AWARDS AT YEAR-END

    | 1. | One-third (1/3) of the award vests on each of the first three anniversaries of the date of grant. |

  78. OUTSTANDING EQUITY AWARDS AT YEAR-END

    | 2. | Market value is based on the December 29, 2023 closing price for our common stock of $19.51 per share. |

  79. OUTSTANDING EQUITY AWARDS AT YEAR-END

    | Cannae Holdings, Inc. | 96 |

  80. STOCK VESTED

    STOCK VESTED The following table sets forth information concerning each vesting of restricted stock during the fiscal year ended December 31, 2023 for each of the named executive officers on an aggregated basis:

  81. STOCK VESTED

    | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Peter T. Sadowski | 10,000 | 224,000 | | Charles R. Curley, Jr. | 9,718 | 193,777 |

  82. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL In this section, we discuss the nature and estimated value of payments we would provide to our named executive officers in the event of termination of employment or a change in control if one had occurred during 2023. The amounts described in this section reflect amounts that would have been payable under our plans if termination had occurred on December 31, 2023. None of our named executive officers had employment agreements during 2023. Therefore, none of the named executive officers would have been entitled to severance or enhanced payments or benefits if a termination of employment had occurred on December 31, 2023. We describe the estimated payments that would have been provided to our named executive officers upon a change in control without a termination of employment. We also describe the estimated payments that would have been provided to our named executive officers upon a termination of employment due to disability or death. We do not provide our named executive officers with severance or enhanced payments upon a voluntary termination by the executive, with or without good reason, or a termination by us either for cause or not for cause. All amounts below assume that the termination of employment occurred on December 31, 2023. Upon a termination of employment, the named executive officers would be entitled to accrued vacation. In accordance with SEC rules, 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.

  83. POTENTIAL PAYMENTS UNDER OUR OMNIBUS INCENTIVE PLAN

    POTENTIAL PAYMENTS UNDER OUR OMNIBUS INCENTIVE PLAN 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.

  84. POTENTIAL PAYMENTS UNDER OUR OMNIBUS INCENTIVE PLAN

    | 97 | Cannae Holdings, Inc. |

  85. POTENTIAL PAYMENTS UNDER OUR OMNIBUS INCENTIVE PLAN

    For purposes of our omnibus incentive plan, the term “change in control” is defined as the occurrence of any of the following events:

  86. POTENTIAL PAYMENTS UNDER OUR OMNIBUS INCENTIVE PLAN

    | • | An acquisition by an individual, entity or group of 50% or more of our voting power (except for acquisitions by us or any of our employee benefit plans), |

  87. POTENTIAL PAYMENTS UNDER OUR OMNIBUS INCENTIVE PLAN

    | • | 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, |

  88. POTENTIAL PAYMENTS UNDER OUR OMNIBUS INCENTIVE PLAN

    | • | 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 |

  89. POTENTIAL PAYMENTS UNDER OUR OMNIBUS INCENTIVE PLAN

    | • | Our shareholders approve a plan or proposal for our liquidation or dissolution. |

  90. PEO PAY RATIO

    PEO PAY RATIO As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and Regulation S-K of the Exchange Act, we are providing the following information about the relationship of the 2023 annual total compensation of our principal executive officer and the median of the annual total compensation of our other employees, which we refer to as the PEO pay ratio. Our PEO pay ratio information is a reasonable good faith estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Mr. Massey was the Company’s PEO as of December 31, 2023 and, in accordance with Instruction 10 of Item 402(u) of Regulation S-K, his annualized compensation has been used in determining the PEO pay ratio for the Company. The Manager is responsible for managing Cannae’s affairs pursuant to the Management Services Agreement. As of December 31, 2023, our employee population consisted of approximately 8,000 individuals working for Cannae. The vast majority of these employees are part-time restaurant employees. The median employee is a part-time employee in our Restaurant Group and was selected as described below. The Company’s median employee compensation as calculated in the manner described below was $10,176. The Company paid our principal executive officer, Mr. Massey, $1 in compensation in fiscal year 2023. As a result, the ratio for 2023 was 0. This information is being provided for compliance purposes. Neither the Compensation Committee nor the Manager used the pay ratio measure in making any compensation decisions.

  91. PEO PAY RATIO

    | 99 | Cannae Holdings, Inc. |

  92. PEO PAY RATIO

    Methodology for Determining Our Median Employee. For purposes of the pay ratio disclosure, we are required to identify a median employee based on our entire 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 middle of the compensation of our employee population (excluding our principal executive officer). Under the pay ratio rules, we may retain the same median employee for up to three years for purposes of determining the ratio (unless the overall employee population or compensation programs change significantly). We have updated our median employee for 2023 using our total employee base as of December 31, 2023. The following outlines the methodology, material assumptions, and estimates used to determine the median employee for 2023: Employee Population. We determined that, as of December 31, 2023, the date we selected to identify the median employee, our employee population consisted of approximately 8,000 individuals working for Cannae. The vast majority of these employees, including the median employee, are part-time restaurant employees. Compensation Measure Used to Identify the Median Employee. 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. In identifying the median employee, we annualized the compensation of any new hires in 2023 as if they were hired at the beginning of the fiscal year, as permitted by Securities Exchange Commission rules. As all of our employees are domiciled in the United States, we did not make any cost-of-living adjustments in identifying the median employee. Annual Total Compensation of Median Employee. The median of the annual total compensation of all employees (other than our principal executive officer), calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, was $10,176.

  93. PEO PAY RATIO

    | Cannae Holdings, Inc. | 100 |

  94. 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 to our principal executive officer (PEO) and other NEOs and certain financial performance metrics of the Company. We are externally managed by our Manager and for the years ended December 31, 2022, 2021 and 2020 our named executive officers (other than Mr. Gravelle) generally received most of their compensation from the Manager by virtue of being members of the Manager. In the year ended December 31, 2023, we began paying our named executive officers from the Company and our named executive officers generally began receiving most of their compensation from the Company. The following table does not reflect any interests of any of our named executive officers, as applicable, relating to fees paid to the Manager through the Management Fee and the MIP. For further information concerning the Company’s executive compensation philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”

  95. PAY VERSUS PERFORMANCE

    | PAY VERSUS PERFORMANCE TABLE |

  96. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO (Massey) ($) 1 | Compensation Actually Paid to PEO (Massey) ($) 1,2 | Summary Compensation Table Total for PEO (Ducommun) ($) 1 | Compensation Actually Paid to PEO (Ducommun) ($) 1,2 | Average Summary Compensation Table Total for Non-PEO NEOs ($) 3 | Average Compensation Actually Paid to Non-PEO NEOs ($) 2 | Value of $100 Investment Based on: 4 | | Net Income (Loss) ($ in millions) 6 | Total Shareholders’ Equity ($ in millions) 6 | | | | | | | | | Total Shareholder Return (TSR) ($) | Peer Group Total Shareholder Return (TSR) ($) 5 | | | | 2023 | 1 | 1 | 389,833 | 389,833 | 1,598,255 | 1,554,765 | 52.46 | 195.56 | (313.4) | 2,324.5 | | 2022 | — | — | 762,749 | 762,749 | 419,403 | 367,883 | 55.53 | 137.39 | (428.1) | 2,718.8 | | 2021 | — | — | 2,028,114 | 1,979,862 | 760,923 | 731,833 | 94.51 | 151.97 | (287.0) | 3,335.3 | | 2020 | 1 | 26,701 | — | — | 3,973,007 | 4,056,044 | 119.04 | 100.59 | 1,786.2 | 3,779.6 |

  97. PAY VERSUS PERFORMANCE

    | 1. | Compensation information shown is based on the Company’s PEO(s) for the year presented. Mr. Ducommun was the Company’s PEO until February 2023 and in 2022 and 2021. Mr. Massey was the Company’s PEO from February 2023 through December 31, 2023 and in 2020. Refer to “Executive Compensation – Summary Compensation Table” for additional information. |

  98. PAY VERSUS PERFORMANCE

    | 2. | The dollar amounts reported in these columns represent the amount of “compensation actually paid” to our PEO or the average for our non-PEO NEOs as a group, 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 our NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, adjustments were made to the total compensation of the PEOs and the other NEOs as a group for each year to reflect the change in fair value of stock-based compensation. Refer to “Compensation Actually Paid – Equity Adjustments” below for further detail. |

  99. PAY VERSUS PERFORMANCE

    | 3. | Compensation information shown represents the average compensation of the following named executive officers as a group (excluding the applicable PEO for that year): Messrs. Caswell, Coy, Sadowski and Curley for 2023; Messrs. Massey, Coy and Gravelle for 2022 and 2021; and Messrs. Bickett, Ducommun, Coy, Gravelle and Cox in 2020. Refer to “Executive Compensation – Summary Compensation Table” for additional information. |

  100. PAY VERSUS PERFORMANCE

    | 4. | Represents the value of a fixed $100 invested on 12/31/2019 in the Company’s stock or a basket of securities of our peer group, including reinvestment of dividends. |

  101. PAY VERSUS PERFORMANCE

    | 5. | Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. Peer group consists of the following companies: Apollo Global Management Inc., Compass Diversified Holdings, FS KKR Capital Corp. II, Golub Capital BDC, Inc., New Mountain Finance Corporation and Prospect Capital Corporation. The stock performance included in this table is not necessarily indicative of future stock price performance. |

  102. PAY VERSUS PERFORMANCE

    | 6. | Represents the Company’s net income (loss) and total shareholders’ equity as determined directly from the Company’s audited financial statements for the year presented. |

  103. PAY VERSUS PERFORMANCE

    | 101 | Cannae Holdings, Inc. |

  104. PAY VERSUS PERFORMANCE

    Compensation Actually Paid – Equity Award Adjustments. The dollar amounts reported as “compensation actually paid” to our named executive officers in 2023 are 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 our named executive officers during 2023. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to our PEO and non-PEO named executive officers ’ total compensation for each year to determine the compensation actually paid:

  105. PAY VERSUS PERFORMANCE

    | PRINCIPAL EXECUTIVE OFFICER |

  106. PAY VERSUS PERFORMANCE

    | Year | Reported Summary Compensation Table Total for PEO ($) | Less: Reported Value of Equity Awards ($) 1 | Equity Award Adjustments ($) 1 | Compensation Actually Paid to PEO ($) | | 2023 (Massey) | 1 | — | — | 1 | | 2023 (Ducommun) | 389,833 | — | — | 389,833 |

  107. PAY VERSUS PERFORMANCE

    | 1. | No adjustments were required as we did not award any equity awards to our PEOs during 2023 and no PEO held or holds any equity awards which would be required to be adjusted pursuant to Item 402(v)(2)(iii)(C) of Regulation S-K. |

  108. PAY VERSUS PERFORMANCE

    | AVERAGE OF NON-PEO NAMED EXECUTIVE OFFICERS |

  109. PAY VERSUS PERFORMANCE

    | Year | Reported Summary Compensation Table Average for Non- PEOs ($) | Less: Reported Value of Equity Awards ($) 1 | Equity Award Adjustments ($) 1 | Compensation Actually Paid – Average for Non-PEOs ($) | | 2023 | 1,598,255 | (1,250,501) | 1,207,010 | 1,554,765 |

  110. PAY VERSUS PERFORMANCE

    | 1. | 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 for the applicable year. The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; and (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. The valuation assumptions used to calculate fair value were the same as those disclosed at the time of grant and are calculated in accordance with Accounting Standards Codification Topic 718. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  111. PAY VERSUS PERFORMANCE

    | Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted in Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Total Equity Award Adjustments ($) | | 2023 | 1,215,600 | (11,239) | 2,650 | 1,207,010 |

  112. COMPENSATION ACTUALLY PAID AND PERFORMANCE MEASURES

    COMPENSATION ACTUALLY PAID AND PERFORMANCE MEASURES As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a core philosophy of compensating each executive officer based on their individual skill set, experience and ability to impact Company performance. Variable compensation is facilitated through the ISIP and through our Manager. Compensation under our ISIP program is directly correlated to value realized by the Company associated with its investment in Dayforce. Refer to discussion under “Executive Compensation Paid by our Manager in 2023” for further information on amounts paid to our

  113. COMPENSATION ACTUALLY PAID AND PERFORMANCE MEASURES

    | Cannae Holdings, Inc. | 102 |

  114. COMPENSATION ACTUALLY PAID AND PERFORMANCE MEASURES

    named executive officers by our Manager. These compensation programs are selected based on an objective of incentivizing our named executive officers to create value for our shareholders. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between the compensation actually paid to our named executive officers and the financial performance measures presented in the Pay Versus Performance Table. Cumulative Total Shareholder Return (TSR). The Company’s cumulative TSR over the four- year period presented in the table was (48)%. The cumulative TSR of the peer group presented for this purpose was 96% over the four years presented in the table. Over the four-year period presented in the table, the aggregate compensation actually paid to our PEOs changed from $26,701 to $389,834. Mr. Massey’s compensation actually paid in 2020 was attributable to the change in fair value of stock compensation granted prior to 2020. Mr. Ducommun’s compensation in 2023 was primarily attributable to payments under the ISIP. Mr. Massey received nominal compensation in 2023. Refer to discussion under “Our Compensation Programs are Driven by our Business Objectives” and “The Investment Success Incentive Program” for further information on the ISIP. The average compensation actually paid to our NEOs as a group (excluding our PEO) decreased by 62%, directionally consistent with the Company’s cumulative TSR, over the four-year period. Net Income (Loss). While the Company does not use net income (loss) as a performance measure in its overall executive compensation program, the change in the amount of compensation actually paid to our principal executive officer and in the average amount of compensation actually paid to the Company’s NEOs as a group (excluding our PEO) is generally aligned with the change in the Company’s net income (loss) over the four years presented in the table. As seen in the Pay Versus Performance Table, decreases in compensation actually paid to our non-PEO NEOs as a group over the four-year period generally aligned with similar decreases in net income (loss). Total Shareholders’ Equity. The Company does not focus on any company-wide financial performance metrics in determining our executive compensation. However, we believe linking executive compensation actually paid to our named executive officers to the Company’s total shareholder’s equity determined in accordance with GAAP best reflects the core tenets of our compensation programs because value realized on any of the Company’s businesses will ultimately be reflected in the Company’s net shareholders’ equity. As seen in the Pay Versus Performance Table, decreases in PEO compensation in 2023 and in compensation of our NEOs as a group (excluding our PEO) from 2020 through 2023 generally aligned with decreases in total shareholders’ equity. Furthermore, compensation actually paid to our PEO in 2021 through 2023 was primarily attributable to payments to our PEO under our ISIP program which is directly attributable to realized value on sales of our investment in Dayforce. The impact of the increase in value of our investment in Dayforce to the Company’s shareholders’ equity was primarily reflected in the years prior to 2021, however compensation is paid later when the economic value is realized upon sale. Refer to discussion under “Our Compensation Programs are Driven by our Business Objectives” and “The Investment Success Incentive Program” for further information on the ISIP.

  115. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION In 2023, all non-employee directors other than Mr. Foley and Mr. Massey received an annual cash retainer of $100,000. Our Chairman Mr. Foley received a cash retainer of $1 for his services as a director of Cannae for 2023 during which time he served as our non-executive Chairman.

  116. DIRECTOR COMPENSATION

    | 103 | Cannae Holdings, Inc. |

  117. DIRECTOR COMPENSATION

    Mr. Massey served as our Chief Executive Officer until February 2024 and did not receive any director compensation in 2023. The chairman of the audit committee receives an additional annual leadership supplemental retainer of $50,000 and each member of the audit committee receives an additional annual fee of $20,000 for their service on the audit committee, which was increased to $25,000 effective December 2023. The chairman of the compensation committee receives an additional annual leadership supplemental annual retainer of $20,000, and each member of the compensation committee receives an additional annual fee of $10,000 for their service on the committee. The chairman of the nominating and governance committee receives an additional annual leadership retainer of $15,000 and each member of the nominating and governance committee receives an additional annual fee of $10,000 for their service on the committee. In 2023, the chairman of our special litigation committee received an additional annual leadership retainer of $50,000 and each member of the special litigation committee received an additional annual fee $35,000 through August 2023. In August 2023, the special litigation committee was replaced with the related person transaction committee. The chairman of the related person transaction committee receives an additional annual leadership retainer of $25,000, which was increased to $50,000 effective December 2023, and each member of the related person transaction committee receives an additional annual fee of $15,000, which was increased to $25,000 effective December 2023, for their service on the committee. All annual retainers and committee fees paid to our directors (other than Mr. Foley and Mr. Massey) for service on our Board or its committees are paid quarterly in arrears and our directors have the option to receive all or a portion of their fees in cash or Company stock. In 2023, each director other than Mr. Foley and Mr. Massey received a one-time cash award of $125,000 in lieu of receiving an annual equity award. We did not grant equity awards to our directors in 2023 due to blackout restrictions in place at the time we would typically grant annual awards to our directors in the fourth quarter. We also reimburse each of our directors for all reasonable out-of-pocket expenses incurred in connection with attendance at Board and committee meetings, as well as with any director education programs they attend relating to their service on our Board. All of Mr. Massey’s 2023 compensation is described in the “Executive Compensation” discussion above.

  118. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION The following table sets forth information concerning the compensation of our non-employee directors for the fiscal year ended December 31, 2023.

  119. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Fees Paid in Cash ($) 1 | Fees Paid in Stock ($) 2 | All Other Compensation ($) 3 | Total ($) | | William P. Foley, II | 1 | — | 6,494,257 | 6,494,258 | | David Aung | 262,337 | — | — | 262,337 | | Hugh R. Harris | 184,225 | 59,225 | — | 243,450 | | C. Malcolm Holland | 232,283 | — | — | 232,283 | | Mark D. Linehan | 242,283 | — | — | 242,283 | | Frank R. Martire | 125,000 | 114,533 | — | 239,533 | | Erika Meinhardt | 186,350 | 61,350 | — | 247,700 | | Barry B. Moullet | 284,916 | — | — | 284,916 | | James B. Stallings Jr. | 274,403 | — | — | 274,403 | | Frank P. Willey | 242,283 | — | — | 242,283 |

  120. NON-EMPLOYEE DIRECTOR COMPENSATION

    | 1. | Amounts include the cash portion of annual board and committee retainers and one-time cash award in lieu of an annual equity award paid for services as a director in 2023. |

  121. NON-EMPLOYEE DIRECTOR COMPENSATION

    | 2. | Amounts include the value of the stock portion of annual board and committee retainers paid for services as a director in 2023. |

  122. NON-EMPLOYEE DIRECTOR COMPENSATION

    | 3. | Represents ISIP awards granted to Mr. Foley for the Dayforce Share Sales ($6,194,019) and personal use of aircraft ($300,238). |

  123. NON-EMPLOYEE DIRECTOR COMPENSATION

    | 105 | Cannae Holdings, Inc. |

  124. NON-EMPLOYEE DIRECTOR COMPENSATION

    ADVISORY VOTE ON

  125. NON-EMPLOYEE DIRECTOR COMPENSATION

    | EXECUTIVE COMPENSATION |

  126. NON-EMPLOYEE DIRECTOR COMPENSATION

    In accordance with Section 14A of the Exchange Act and Rule 14a-21(a) promulgated thereunder, we are asking our shareholders to approve, in a non-binding advisory vote, the compensation of our named executive officers as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K. We believe that our compensation programs are structured to appropriately balance guaranteed base salary, long-term equity incentives and our ISIP. Our incentive programs are designed to help us incentivize our management to maximize the value of our businesses by aligning our named executive officers’ long-term incentive compensation with the growth of our businesses and the value created for our shareholders. We believe our compensation mix incentivizes our executives to identify companies and strategic assets with attractive value propositions, structure businesses to maximize their value and execute on operating our businesses such that we maximize returns for our shareholders, while providing enough ensured annual compensation in the form of base salary and equity incentives to discourage excessive risk-taking. We are committed to hearing and responding to the views of our shareholders. We regularly reach out to our top shareholders other than index funds and we hold meetings with our investors who express an interest in engaging with us where we discussed a variety of topics, including our corporate governance and executive compensation matters. We report on and discuss our investor meetings with our board or board committees, as applicable. 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. 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 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. 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 or represented by proxy and entitled to vote at the meeting. 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

  127. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Cannae Holdings, Inc. | 106 |

  128. NON-EMPLOYEE DIRECTOR COMPENSATION

    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. Our next “say on pay” vote will occur in 2025. 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. PROPOSAL NO. 5: ADVISORY VOTE ON THE FREQUENCY OF FUTURE

  129. NON-EMPLOYEE DIRECTOR COMPENSATION

    | SAY-ON-PAY VOTES |

  130. NON-EMPLOYEE DIRECTOR COMPENSATION

    In accordance with the requirements of Section 14A of the Exchange Act and Rule 14a-21(b) promulgated thereunder, we are asking our shareholders to cast a non-binding advisory vote on whether future advisory votes to approve the compensation paid to our named executive officers, which we refer to as a Say-on-Pay Vote, should be held annually, biennially or triennially. Our Board believes that our shareholders should have the opportunity to vote on the compensation of our named executive officers annually. Our executive compensation program is designed to support long-term value creation. While we believe that many of our shareholders think that the effectiveness of such programs cannot be adequately evaluated on an annual basis, the Board believes that at present it should receive advisory input from our shareholders each year. The Board believes that allowing our shareholders to provide us with their input on our executive compensation philosophy, policies and practices as disclosed in our proxy statement every year is a good corporate governance practice that is consistent with holding the Board accountable to our shareholders and is in the best interests of our shareholders. Shareholders may vote on their preferred voting frequency by selecting the option of One Year, Two Years, Three Years or Abstain on the proxy card when voting on this Proposal No. 5. Please note that when casting a vote on this proposal, shareholders will not be voting to approve or disapprove the board’s recommendation. RESOLVED, that the option of once every one year, two years, or three years that receives the highest number of votes cast for this resolution will be determined to be the preferred frequency with which the Company is to hold a shareholder vote to approve the compensation of the named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission. PROPOSAL NO. 6: RATIFICATION OF THE INDEPENDENT REGISTERED

  131. NON-EMPLOYEE DIRECTOR COMPENSATION

    | PUBLIC ACCOUNTING FIRM |