DEF: F&G Annuities & Life Sets Date for 2025 Annual Shareholder Meeting

Sentiment:

Proxy Statement


F&G Annuities & Life, Inc. announces its 2025 Annual Meeting of Shareholders to be held virtually on June 25, 2025, to vote on director elections, executive compensation, and the ratification of the independent accounting firm.

Capital raiseFNF completed a $250 million preferred stock investment in F&G on January 12, 2024.F&G completed the public offering of 8 million shares of its common stock on March 24, 2025.FNF purchased 4.5 million shares of F&G Common Stock in the offering.

Summary

  • F&G Annuities & Life, Inc. will hold its 2025 Annual Meeting of Shareholders virtually on June 25, 2025, at 11:00 a.m. Central Time.
  • Shareholders will vote on the election of two Class III directors, an advisory resolution on executive compensation, and the ratification of Ernst & Young LLP as the independent registered public accounting firm for the 2025 fiscal year.
  • The record date for determining shareholders eligible to vote is April 28, 2025.
  • The board of directors recommends voting for all director nominees and for the proposals regarding executive compensation and the ratification of the accounting firm.
  • F&G achieved record assets under management (AUM) before flow reinsurance of $65.3 billion as of December 31, 2024, including retained AUM of $53.8 billion.
  • In 2024, F&G returned $125 million of capital to shareholders from common and preferred dividends.
  • The estimated risk-based capital (RBC) ratio for the primary operating subsidiary was over 410% as of December 31, 2024.
  • Gross sales increased from $4.5 billion for the full year 2020 to $15.3 billion in 2024.
  • As of December 31, 2024, 96% of fixed maturity securities were rated NAIC 1 or NAIC 2.
  • Inforce liabilities were $52.3 billion at December 31, 2024, with a liability duration of approximately six years.

Sentiment

Score: 8

Explanation: The document presents a positive outlook with strong financial performance, strategic initiatives, and shareholder-friendly actions, indicating a favorable sentiment.

Positives

  • F&G achieved record AUM of $65.3 billion before flow reinsurance as of December 31, 2024.
  • The company returned $125 million to shareholders via dividends in 2024.
  • The RBC ratio for the primary operating subsidiary was over 410% as of December 31, 2024.
  • Gross sales increased from $4.5 billion in 2020 to $15.3 billion in 2024.
  • As of December 31, 2024, 96% of fixed maturity securities were rated NAIC 1 or NAIC 2.

Risks

  • The proxy statement includes forward-looking statements that are subject to various risks and uncertainties, as detailed in the company's Annual Report on Form 10-K.
  • F&G is highly dependent on information technology, making it vulnerable to cybersecurity risks.

Future Outlook

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

Management Comments

  • Christopher O. Blunt, Chief Executive Officer: '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.'
  • William P. Foley, II, Executive Chairman: 'Under Mr. Foleys leadership, we have benefited from financial strength ratings upgrades since the acquisition.'

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 annuities, life insurance, and pension risk transfer solutions.

Comparison to Industry Standards

  • F&G's peer group includes American Equity Investment Life, CNO Financial Group, Lincoln National Corp, Assurant, Inc., Equitable Holdings, Inc., Primerica, Inc., Axis Capital Holdings LLC, Genworth Financial, Inc., Principal Financial Group, Brighthouse Financial, Inc., Globe Life, Inc., Unum Group, Brown & Brown, Inc., Jackson Financial, Inc., Voya Financial, Inc., Cincinnati Financial, and Kemper Corp.
  • The company's executive compensation is generally near the 50th percentile of the peer group data, with base salaries falling slightly below the 50th percentile.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
PresidentNAJohn D. CurrierMay 8, 2024Appointment to the role
Chief Financial OfficerWendy J.B. YoungConor E. MurphyApril 2025Appointment to the role
Chief Liability OfficerNAWendy J.B. YoungApril 2025Appointment to the role
Executive Vice President, General Counsel and Corporate SecretaryNAMichael L. GravelleMay 2024Appointment to the role

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Annual Performance EvaluationsAnnual performance evaluations of the board of directors and committeesOngoingPromotes continuous improvement and accountability.
Stock Ownership GuidelinesRobust stock ownership guidelines for our executive officers and directorsOngoingAligns management and shareholder interests.
Clawback PolicyClawback policyOngoingRecovers incentive-based compensation in cases of financial restatements.
Independent CommitteesIndependent audit, compensation and corporate governance and nominating committeesOngoingEnsures objective oversight and decision-making.
Shareholder EngagementShareholder engagement on compensation and governance issuesOngoingIncorporates shareholder feedback into company policies.
No Supermajority VotingNo supermajority voting requirement for shareholders to actOngoingEmpowers shareholders to influence company decisions.

Related Party Transactions

  • FNF owns approximately 82% of F&G common stock.
  • 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.
  • FNF completed a $250 million preferred stock investment in F&G on January 12, 2024.
  • F&G completed the public offering of 8 million shares of its common stock on March 24, 2025, with FNF purchasing 4.5 million shares.
  • MVB Management, an entity affiliated with William P. Foley, II, receives a participation fee from Blackstone ISG-I Advisors LLC (BIS) in connection with assets of F&G and its subsidiaries that are managed by BIS.
  • BilCar received payments totaling $8.8 million from MVB Management in 2024.
  • BilCar received payments totaling $0.9 million from F&G in 2024.

Stakeholder Impact

  • Shareholders: The company's performance and governance practices directly impact shareholder value.
  • Employees: F&G is committed to providing employees with opportunities and flexibility, as well as ensuring a culture of belonging and inclusion.
  • Policyholders: F&G's product solutions provide social good by supporting clients to achieve their retirement goals and to improve their financial lives.
  • Communities: F&G focuses its community engagement and charitable giving to support essential needs such as food insecurity and housing.

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 inforce capital generation, reinsurance, and debt capacity.

Key Dates

DateDescription
1959F&G Founded
June 1, 2020F&G acquired by Fidelity National Financial, Inc. (FNF)
July 2023Moody's upgraded F&G to A3
January 2024A.M. Best upgraded F&G to A
January 12, 2024FNF completed a $250 million preferred stock investment in F&G
May 8, 2024John D. Currier appointed President of F&G
April 28, 2025Record date for the 2025 Annual Meeting of Shareholders
April 30, 2025Date of proxy statement
June 25, 20252025 Annual Meeting of Shareholders
December 31, 2025Deadline for shareholder proposals for the 2026 Annual Meeting
April 26, 2026Deadline for notice of intent to solicit proxies for director nominees
January 15, 2027Mandatory Conversion Date for Mandatory Convertible Preferred Stock
June 25, 2028Term expiration for Class III directors elected at the 2025 Annual Meeting

Keywords

Annual Meeting, Shareholders, Proxy Statement, Directors, Executive Compensation, Ernst & Young, AUM, Dividends, RBC Ratio, Gross Sales, NAIC Ratings, Inforce Liabilities, Corporate Governance, ESG, Cybersecurity

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