Fidelity National Financial, Inc. FNF

62% shingled-prose overlap between the two filings.

2025: 55,760 chars · 2026: 56,825 chars

• Committee Report:79% overlap (612 → 576 chars)
• Pay Ratio (Item 402(u)):41% overlap (4,371 → 8,455 chars)

• changedIn this compensation discussion and analysis, we provide an overview of our approach to compensating our named executive officers in 2025, 2024,including the objectives of our compensation programs and the principles upon which our compensation programs and decisions are based.
• changedOur named executive officers, and their titles, in 2025 2024were:
• changed33Fidelity 65FidelityNational Financial, Inc.
• changedFNF generated $14.4 $13.7billion of total revenue and $602 $1,270million of net earnings in 2025. 2024.
• newOur strong operating and financial performance led to significant returns to our shareholders, including $546 million of cash dividends, $251 million of treasury stock repurchases and $502 million of F&G stock associated with the Second F&G Distribution.
• new2025 saw a continuation of a historically challenging residential real estate market driven by a shortage in the supply of homes for sale, increasing home prices, varying mortgage interest rates, inflation, disrupted labor markets, and geopolitical uncertainties, coupled with a significantly improved commercial real estate market.
• newOur management team has a proven track record of delivering strong results across varying economic cycles, resulting in FNF being well positioned to adjust our operations for adverse changes in real estate activity and to take advantage of increased volume when demand increases.
• newOur Title business delivered $8.5 billion of total revenue in and an industry leading 15.9% adjusted pre-tax title margin.
• newF&G, our majority-owned subsidiary, continued to execute on its diversified growth strategy in 2025.
• newF&G's assets under management before flow reinsurance grew to $73.1 billion at year-end, up 12% over the prior year, while retained AUM reached $57.6 billion and gross sales were $14.6 billion in 2025.
• newF&G contributed 30% of FNF's consolidated adjusted net earnings in 2025, consistent with its average contribution over the past three years and reinforcing its role as an important and durable complement to our Title business.
• changedIn 2025, 2024,we invested $151 $250million in F&G to help accelerate their retained asset growth and deployed $66 $62million across eight morethantenacquisitions to opportunistically expand our Title business through the market downturn.
• changedDuring the five-year period from January 1, 2021 2020through December 31, 2025, FNF 2024,wereturned approximately $2.5 $2.4billion to our shareholders in the form of cash dividends and approximately $1.3 billion through share repurchases.
• changedYear ended December 31, 20202021 2022 2023 2024 2025 Total Revenue Excluding Valuation Gains/Losses (in millions) $10,209$15,908 $12,512 $11,364 $13,870 $14,285 Net Earnings from Continuing Operations (in millions) $1,551$2,809 $1,306 $518 $1,391 $679 Adjusted Title Revenue (in millions) $9,231$11,890 $9,549 $7,047 $7,708 $8,568 Adjusted Pre-Tax Margin 19.6%21.7% 16.7% 13.7% 15.1% 15.9%
• changedFidelity National Financial, Inc. 34 66
• changed35Fidelity 67FidelityNational Financial, Inc.
• changedThe primary goal of our executive compensation programs in 2025 2024was to drive continued growth and successful execution of our strategic business objectives.
• changed•Attracting, motivating, and retaining a highly qualified and effective management team that can deliver superior performance and build shareholder value over the long term. long-term.
• changedAs in past years, there was a direct correlation between our named executive officers' pay and our performance in 2025. 2024.
• newWe exceeded our 2025 performance expectations despite a very difficult economic environment, including historically high mortgage rates and a real estate market that has been in a downward trend.
• changedConsistent with this strong performance, our named executive officers earned an annual incentive payout equal to 200% 186.9%of their respective target annual incentive opportunities.
• changed•We exceeded the quarterly adjusted pre-tax title margin goals set by our compensation committee as performance criteria for our 2025 2024restricted stock awards.
• changedWe continued to use adjusted pre-tax title margin as the primary performance objective for our 2025 2024cash-based annual incentive plan, with 75% of the award tied to this objective and the remaining 25% tied to achievement of adjusted title revenue.
• changedWe also continued to use adjusted pre-tax title margin as the performance-based vesting condition in our 2025 2024long-term performance-based restricted stock awards.
• changedThe committee determined it should be used in our cash-based annual incentive plan because it is a leading measure of operating performance and efficiency, has a strong correlation to our annual strategicplanandisdirectlyaffectedbytheactionsofourexecutivesinbothstrongandweakrealestatemarkets.
• changedFidelity National Financial, Inc. 36 68
• newstrategic plan and is directly affected by the actions of our executives in both strong and weak real estate markets.
• changedSHAREHOLDER VOTE ON 2024 2023EXECUTIVE COMPENSATION
• changedAt our 2025 2024annual meeting of shareholders, we held a non-binding advisory vote, also called a "say on pay" vote, on the compensation of our named executive officers in 2024 2023as disclosed in the 2025 2024proxy statement.
• changedApproximately 94.1% 94.7%of the votes cast were voted in favor of our "say-on-pay" “say-on-pay”proposal.
• changedSHAREHOLDER OUTREACH IN 2025 2024
• newIn connection with our 2025 annual meeting of shareholders, we reached out to our 15 largest shareholders to request engagement regarding the proposals in our 2025 proxy statement, including the proposal to redomesticate from Delaware to Nevada, and spoke with four of those shareholders who collectively held more than 20% of our common stock.
• changedFollowing the 2025 2024annual meeting of shareholders and the 2024 2023"say on pay" shareholder vote, our Chief Executive Officer and Chief Financial Officer met with our investors in break-out sessions at investor conferences, as well as in independent one-on-one investor meetings, to discuss our business and stock price performance, and to discuss and receive feedback on our compensation programs.
• changedIn this regard, we met with investors at four investor conferences and in numerous one-on-one meetings.
• changedThe investors with whom we met in 2025 2024represented approximately 50% 45%of our top 20 active shareholders, who collectively owned more than 24% 20%of our shares as of December 31, 2025. 2024.
• changedGenerally, our shareholders did not express any concerns about FNF's executive compensation plans and practices in 2025. 2024.
• changed37Fidelity 69FidelityNational Financial, Inc.
• changedThe following table provides information regarding the elements of compensation provided to our named executive officers in 2025: 2024:
• changedFidelity National Financial, Inc. 38 70
• newCategory of Compensation Type of Compensation Purpose of the Compensation Fixed Cash Compensation Salary Salary provides a level of assured, regularly paid, cash compensation that is competitive and helps attract and retain key employees.
• changedCategoryofCompensationTypeofCompensationPurposeoftheCompensationFixedCashCompensationSalarySalaryprovidesalevelofassured,regularlypaid,cashcompensationthatiscompetitiveandhelpsattractandretainkeyemployeesShort-term Performance-based Cash Incentives Annual Cash Incentive Tied to Financial Metrics Performance-based cash incentives under our annual incentive plan are designed to motivate our employees to work towards achieving our key annual adjusted title revenue and adjusted pre-tax title margin goals.
• changedLong-term Equity Incentives Performance-based Performance-basedRestricted Stock Tied to Financial Metrics Performance-based restricted stock helps to tie our named executive officers’ long-term financial interests to our adjusted pre-tax title margin and to the long-term financial interests of our shareholders, as well as to retain key executives through a three-year vesting period and maintain a market competitive position for total compensation.
• changedALLOCATION OF TOTAL COMPENSATION FOR 2025 2024
• changedThe following chart and table show the average allocation of 2025 2024Total Compensation reported in the Summary Compensation Table among the components of our compensation programs:
• new2025 Compensation Mix
• changed39Fidelity 71FidelityNational Financial, Inc.
• new2025 COMPENSATION MIX
• newNolan 9.3% 37.8% 49.4% 3.5% 100% 87.2% Raymond R.
• newQuirk 9.4% 28.3% 54.9% 7.4% 100% 83.2% Anthony J.
• newPark 16.5% 41.8% 38.5% 3.2% 100% 80.3% Peter T.
• newSadowski 17.1% 36.1% 43.7% 3.1% 100% 79.8% Michael L.
• newGravelle 14% 29.3% 53.9% 2.8% 100% 83.2%
• changedAs illustrated above, more than 79% 78%of each named executive officer's total compensation is based on performance-based cash and equity incentives that are tied to our financial performance and stock price.
• changedOur compensation committee believes this emphasis on performance-based incentive compensation is an effective way to use compensation to help us achieve our business objectives while directly aligning our executive officers' interests with the interests of our shareholders. shareholders
• changedIn February 2025, 2024,our compensation committee reviewed market-based compensation for our named executive officers provided by Strategic Compensation Group LLC (SCG), our compensation committee's independent compensation consultant.
• newOur compensation committee increased Mr. Nolan's base salary by $100,000, Mr. Park's base salary by $75,000, and Mr. Sadowski's base salary by $30,000, effective as of February 19, 2025, in light of market-based data and their skills and expertise.
• newMessrs.
• newQuirk's and Gravelle's base salaries did not change.
• changedFidelity National Financial, Inc. 40 72
• changedIn April 2025, 2024,our compensation committee approved our fiscal year business performance objectives and a target incentive opportunity for each participant, as well as the potential incentive opportunity range for maximum and threshold performance.
• newIn 2025, our compensation committee reviewed market incentive compensation for our named executive officers and increased Messrs.
• newNolan's and Park's target opportunities by 10% to 200% and 125%, respectively, in light of market-based data and their skills and expertise.
• changedWhen setting the performance targets for our 2025 2024annual cash incentives, our compensation committee considered the following factors, which are discussed in more detail below:
• changed41Fidelity 73FidelityNational Financial, Inc.
• changed•Our 2025 2024business plan, including our underlying assumptions relating to 2025 2024refinance volumes and residential purchase market projections following consideration of forecasts of the Mortgage Bankers Association (MBA) and Fannie Mae, projections for the national commercial market based upon forecasts by the Urban Land Institute, the interest rate environment, housing affordability, and recent and expected industry and company trends;
• changed•2025 •2024performance targets as compared to 2024 2023performance results;
• changed•Alignment of the 2025 2024performance targets with the investment community's published projections for us and our publicly-traded title company competitors; and
• changedThe performance goals for our 2025 2024annual cash incentives were based on adjusted revenue and adjusted pre-tax profit margin, which we refer to as "adjusted pre-tax title margin," in each case relating to our title segment.
• changedBoth measures are used by investors and analysts and can have a significant impact on long-term long-termstock price and the investing community's expectations.
• changedFidelity National Financial, Inc. 42 74
• changedThe title insurance business is directly impacted by management's effectiveness in executing on our business strategy, and macro-economic factors such as mortgage interest rates, credit availability, job markets, economic growth, and changing demographics.
• newIn setting the threshold, target and maximum goals relating to the performance measures under our annual incentive plan, our compensation
• changed43Fidelity 75FidelityNational Financial, Inc.
• changedInsettingthethreshold,targetandmaximumgoalsrelatingtotheperformancemeasuresunderourannualincentiveplan,ourcompensationcommittee considered management's expectations for 2025, 2024,which were based on a combination of forecasts provided by the MBA and the Urban Land Institute, anticipated changes in interest rates, as well as historical and expected market dynamics and industry and company trends.
• changedWhen we set our 2025 2024performance targets in April 2025, 2024,our assumptions included a decrease anincreasein residential purchase volumes of 5% 1%with an expectation of continued home price appreciation and elevated interest rates, a decrease anincreasein residential refinance volumes of 4%, 17%,a volatile interest rate environment, and a 12% an11%decrease in the commercial title insurance market.
• changedIn light of the expected trends in refinance, residential purchase and commercial markets described above coupled with a continued anelevated interest rate environment, which are outside of management's control, our compensation committee determined to set our 2025 2024title revenue target at $7.0 $6.65billion, which was 5% above belowour 2024 2023target of $6.65 $7.25billion and 9% below our 2024 2023result of $7.7 $7.05billion.
• changedHowever,The committee determined to set our 2025 2024adjusted pre-tax title margin performance target at 13.0% 13%,whichwassignificantlyhigherthanour2023targetof10.5%andgenerallyinlinewithourstrong2023resultof13.7%,in order to drive continued strong operational efficiency and cost management.
• newWhile the 2025 adjusted pre-tax title margin performance target was lower than our 2024 result of 15.1% due to continued uncertainty related to the market assumptions described above, it was in line with our 2024 target of 13.0% which was set at a time of similar uncertainty.
• changedWhen calculating adjusted title revenues and adjusted pre-tax title margin, we adjust for recognized gains and losses, purchase price amortization, significantacquisitionsand other unusual items. divestitures,majorrestructuringcharges,non-
• changedOur 2025 2024adjusted revenue and adjusted title margin results both exceeded expectations and continued to lead the industry due to our continued focus on managing expenses, aggressive recruiting, and adjusting includingreducingheadcount in line with opened order trends. trendsandconsolidatingsomeofourdirecttitleofficelocations.

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