10-K/A: F&G Annuities & Life Files Amendment to 2023 Annual Report on Form 10-K/A

F&G Annuities & Life files an amendment to its 2023 Annual Report on Form 10-K to include previously omitted information regarding directors, officers, executive compensation, and related matters.

Summary

• F&G Annuities & Life, Inc. is filing Amendment No. 1 on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
• The amendment includes information required by Part III (Items 10, 11, 12, 13, and 14) of Form 10-K, which was previously omitted.
• The company is also filing certifications required under Section 302 of the Sarbanes-Oxley Act of 2002.
• The amendment does not update any other information in the Original Filing or reflect events occurring after the date of the Original Filing.
• As of April 15, 2024, F&G Annuities & Life, Inc. had 126,149,030 shares of common stock outstanding.
• The document details information about the company's directors and officers, including their biographical information and qualifications.
• The document outlines the company's executive compensation programs, including base salary, annual cash incentives, and long-term equity-based incentives.
• The document also includes information on security ownership of certain beneficial owners and management, as well as related party transactions.
• The document details the fees and services provided by the company's principal accountant, Ernst & Young LLP.
• The document includes certifications from the Chief Executive Officer and Chief Financial Officer regarding the accuracy of the report.

Sentiment

Score: 7

Explanation: The document is primarily factual and descriptive, presenting information about the company's governance, compensation, and related matters. The sentiment is neutral to slightly positive as it reflects a commitment to transparency and regulatory compliance.

Positives

• The company is providing additional transparency by filing this amendment.
• The document provides detailed information about the company's leadership and compensation structure.
• The company has a clawback policy in place to recover incentive-based compensation in the event of an accounting restatement.
• The company's executives and directors maintain significant long-term investments in the company, aligning their interests with shareholders.
• The company's compensation structure is well-balanced, aligns to F&G's philosophies and demonstrates alignment between company performance and executive compensation.

Risks

• FNF's controlling ownership (approximately 84%) could potentially lead to decisions that benefit FNF at the expense of minority shareholders.
• Related party transactions, such as the agreements with FNF and the investment management agreements with Blackstone ISG-I Advisors LLC, could present potential conflicts of interest.
• The company's reliance on key personnel could pose a risk if these individuals were to leave the company.
• The company's hedging and pledging policy prohibits its executive officers and directors from engaging in hedging or monetization transactions with respect to F&G securities, engaging in short-term or speculative transactions in F&G securities that could create heightened legal risk and/or the appearance of improper or inappropriate conduct or holding F&G securities in margin accounts or pledging them as collateral for loans without F&G's approval.

Future Outlook

The amendment does not contain forward-looking statements beyond those in the original filing.

Industry Context

The document provides insight into the corporate governance and executive compensation practices of an annuities and life insurance company, which is relevant for understanding the competitive landscape and regulatory environment of the financial services industry.

Comparison to Industry Standards

• The document provides a peer group of companies used for compensation benchmarking, including American Equity Investment Life, Jackson National, Assurant, Inc., Kemper Corp, Axis Capital, Lincoln National Corp, Brighthouse Financial, Inc., Primerica, CNO Financial Group, Principal Financial Group, Equitable Holdings, Inc., Unum Group, Genworth Financial, Globe Life, and Voya Financial.
• The document states that the named executive officers' 2023 total direct compensation generally fell near the 50th percentile of the peer group data, with base salaries falling slightly below the 50th percentile.
• The document mentions that Strategic Compensation Group gathered marketplace compensation data on total compensation, which consists of annual salary, annual incentives, long-term incentives, executive benefits, executive ownership levels, pay mix and other key statistics.

Related Party Transactions

• FNF owns approximately 84% of the shares of outstanding F&G common stock.
• William P. Foley, II, our executive Chairman, also serves as non-executive Chairman and is a director of FNF; Raymond Quirk, our director, has served as Executive Vice-Chairman of FNF since February 2022 and formerly served as Chief Executive Officer of FNF from December 2013 to February 2022; Michael J. Nolan, our director, has served as Chief Executive Officer of FNF since February 2022 and previously served as President of FNF from January 2016 to February 2022; Douglas K. Ammerman, our director, also serves as a director of FNF; and John D. Rood, our director also serves as a director of FNF.
• On March 16, 2022, FNF announced its intention to partially spin off F&G through a dividend to FNF shareholders (the Spin-Off).
• On December 1, 2022, FNF distributed, on a pro rata basis, approximately 15% of the common stock of F&G.
• On November 30, 2022, FNF entered into a Corporate Services Agreement with F&G.
• On November 30, 2022, F&G entered into a Reverse Corporate Services Agreement with FNF.
• On November 30, 2022, FNF entered into a Tax Sharing Agreement with F&G and its domestic subsidiaries.
• MVB Management, LLC (MVB Management), an entity that is 50% owned by BilCar, LLC (BilCar, which is an affiliate of our Executive Chairman and a director of the Company, William P. Foley, II) receives a participation fee from BIS in connection with assets of F&G and its subsidiaries that are managed by BIS.
• In March 2023, BilCar waived its right to receive any portion of payments made by BIS to MVB Management in respect of such New AUM.
• Additionally, in March 2023, F&G entered into an agreement with BilCar to pay BilCar the fees that it would have received through MVB Management from BIS over the 10-year period ending March 31, 2033.
• BilCar received payments totaling $8.4 million from MVB Management in 2023.

Stakeholder Impact

• Shareholders: The document provides information relevant to assessing the company's governance and executive compensation practices.
• Employees: The document provides information about executive compensation and employee benefit plans.
• Customers: The document does not directly impact customers.
• Suppliers: The document does not directly impact suppliers.
• Creditors: The document does not directly impact creditors.

Key Dates

Keywords

executive compensation, directors, officers, security ownership, related party transactions, audit fees, Form 10-K/A, F&G Annuities & Life, Sarbanes-Oxley Act, FNF