DEF 14A: F&G Annuities & Life Sets Date for 2024 Annual Shareholder Meeting

F&G Annuities & Life will hold its annual shareholder meeting virtually on July 17, 2024, to elect directors, approve executive compensation, and ratify the appointment of its accounting firm.

Summary

• F&G Annuities & Life, Inc. will hold its 2024 Annual Meeting of Shareholders virtually on July 17, 2024, at 11:00 a.m. Central Time.
• Shareholders as of the record date of June 3, 2024, are entitled to vote on the election of three Class II directors, an advisory vote on executive compensation, and the ratification of Ernst & Young LLP as the independent registered public accounting firm for the 2024 fiscal year.
• The board recommends voting for all director nominees and for the proposals regarding executive compensation and the accounting firm ratification.
• The company highlights its strong financial performance, including record assets under management of $49.5 billion as of December 31, 2023, and a risk-based capital ratio of approximately 451% for its primary operating subsidiary.
• F&G returned $119 million of capital to shareholders in 2023, including $101 million in common dividends and $18 million in share repurchases.
• FNF invested $250 million in F&G through mandatory convertible preferred stock to support asset growth.
• The company emphasizes its commitment to environmental, social, and governance (ESG) practices, including operational sustainability, workforce flexibility, diversity and inclusion, and community engagement.
• F&G's board is composed of eight directors, with Douglas K. Ammerman, John D. Rood, Douglas Martinez, and Celina J. Wang Doka determined to be independent.
• The company is a controlled company because FNF owns approximately 84% of the outstanding F&G common stock.

Sentiment

Score: 8

Explanation: The document presents a positive outlook with strong financial performance, strategic investments, and a commitment to ESG. The tone is optimistic and confident.

Positives

• F&G achieved record asset growth, reaching $49.5 billion in AUM as of December 31, 2023.
• The company maintains a strong solvency position, with an estimated RBC ratio of approximately 451%.
• F&G has demonstrated a commitment to returning capital to shareholders, with $119 million returned in 2023.
• The company has benefited from financial strength rating upgrades, enhancing its position in the market.
• F&G is focused on ESG initiatives, including reducing its environmental footprint and promoting diversity and inclusion.
• FNF's $250M investment in F&G will support the growth of its assets under management.

Risks

• The proxy statement includes forward-looking statements that are subject to various risks and uncertainties.
• The company is highly dependent on information technology, making it vulnerable to cybersecurity threats.
• As a controlled company, F&G is exempt from certain New York Stock Exchange listing standards regarding independent directors and committees, which could potentially impact corporate governance.

Future Outlook

F&G intends to fund its continued growth through strong inforce capital generation, reinsurance, and debt capacity.

Management Comments

• We are proud to have a dynamic, effective and highly-qualified board of directors with the right mix of skills, experiences and backgrounds at F&G.
• We believe the strength of our balance sheet provides confidence to our policyholders and business partners and positions us for continued growth.

Industry Context

F&G operates in the insurance solutions market, serving retail annuity and life customers as well as institutional clients, competing with other major providers of fixed indexed annuities, multi-year guarantee annuities, pension risk transfer solutions, indexed universal life insurance, and institutional funding agreements.

Comparison to Industry Standards

• The document mentions a peer group used for compensation benchmarking, including companies like American Equity Investment Life, Assurant, Inc., Brighthouse Financial, Inc., and Lincoln National Corp.
• F&G's 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.

Management Changes

Related Party Transactions

• FNF provides F&G with certain corporate services under a Corporate Services Agreement.
• F&G provides FNF with certain services under a Reverse Corporate Services Agreement.
• FNF and F&G are party to a Tax Sharing Agreement.
• Certain of F&G's subsidiaries are party to investment management agreements with Blackstone ISG-I Advisors LLC (BIS).
• MVB Management, LLC receives a participation fee from BIS in connection with assets of F&G and its subsidiaries that are managed by BIS.
• 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.

Stakeholder Impact

• Shareholders are asked to vote on key proposals that will impact the company's governance and executive compensation.
• Policyholders benefit from the company's strong financial position and commitment to providing insurance solutions.
• Employees are supported through various benefits, training programs, and diversity and inclusion initiatives.
• Communities benefit from F&G's community engagement and charitable giving efforts.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will continue to execute its growth strategy through capital generation, reinsurance, and debt capacity.
• F&G will continue to monitor and address ESG issues to better serve its stakeholders.

Key Dates

Keywords

Annual Meeting, Shareholders, Proxy Statement, Directors, Executive Compensation, Ernst & Young, ESG, AUM, RBC, FNF, Governance, Financial Performance, Capital Return, Investment