DEF 14A 1 tm223461d1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:
¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material under §240.14a-12

Cannae Holdings, Inc.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
x	No fee required.
¨	Fee paid previously with preliminary materials.
¨	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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CANNAE HOLDINGS, INC.

1701 VILLAGE CENTER CIRCLE

LAS VEGAS, NEVADA 89134

APRIL 29, 2022

Dear Shareholder:

On behalf of the board of directors, I cordially invite you to attend the annual meeting of the shareholders of Cannae Holdings, Inc. The meeting will be held virtually on June 22, 2022 at 10:00 a.m. Pacific Time. Instructions for accessing the virtual meeting platform online are included in the Proxy Statement for this meeting. The formal Notice of Annual Meeting and Proxy Statement for this meeting are attached to this letter. The Notice of Annual Meeting and Proxy Statement contain more information about the annual meeting, including who can vote and the different methods you can use to vote, including the telephone, Internet and traditional paper proxy card.

We are committed to responsibly managing our key environmental, social and governance (ESG) opportunities and risks in a manner consistent with our goals to achieve superior financial performance for shareholders and maximize the value of our assets while mitigating risk. Our board of directors recognizes the importance of effective risk oversight and risk management, including with respect to ESG due diligence, cybersecurity and privacy-related risks, as well as other ESG topics which are also embedded across our company. We also work to support the communities we all live in through local community involvement, corporate initiatives, philanthropic giving and community volunteering.

In 2021, we enhanced our ESG efforts and have shared information about these initiatives in detail in the ESG section of this Proxy Statement. Please also view our inaugural 2021 Environmental, Social & Governance Report, available on our website, www.investor.cannaeholdings.com.

We are proud to have a dynamic, effective and diverse board of directors with the right mix of skills, experiences and backgrounds for Cannae.

On behalf of the board of directors, I thank you for your support.

Sincerely,

Richard N. Massey

Chief Executive Officer


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NOTICE OF ANNUAL

MEETING OF SHAREHOLDERS

To the Shareholders of Cannae Holdings, Inc.:

Notice is hereby given that the 2022 Annual Meeting of Shareholders of Cannae Holdings, Inc. will be held via live webcast on June 22, 2022, at 10:00 a.m., Pacific Time. The meeting can be accessed by visiting www.virtualshareholdermeeting.com/CNNE2022 and using your 16-digit control number, where you will be able to listen to the meeting live and vote online. We encourage you to allow ample time for online check-in, which will open at 9:45 a.m. Pacific Time. Please note that there will not be a physical location for the 2022 Annual Meeting and that you will only be able to attend the meeting by means of remote communication. We designed the format of our virtual annual meeting to ensure that our shareholders who attend will have the same rights and opportunities to participate as they would at an in-person meeting, including the ability to ask questions. The meeting is being held in order to:

Elect four Class II directors to serve until the 2025 Annual Meeting of Shareholders or until their successors are duly elected and qualified or their earlier death, resignation or removal;

Approve a non-binding advisory resolution on the compensation paid to our named executive officers; and

Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 2022 fiscal year.

At the meeting, we will also transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

The board of directors set April 25, 2022 as the record date for the meeting. This means that owners of our common stock at the close of business on that date are entitled to:

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Receive notice of the meeting; and

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Vote at the meeting and any adjournments or postponements of the meeting.

All shareholders are cordially invited to attend the annual meeting. Please read these proxy materials and cast your vote on the matters that will be presented at the annual meeting. You may vote your shares through the Internet, by telephone, or by mailing your proxy card. Instructions for our registered shareholders are described under the question “How do I vote?” on page 8 of the proxy statement.

Sincerely,

Michael L. Gravelle

Corporate Secretary

Las Vegas, Nevada

April 29, 2022

PLEASE COMPLETE, DATE AND SIGN THE PROXY AND MAIL IT PROMPTLY IN THE ENVELOPE (OR VOTE VIA TELEPHONE OR INTERNET) TO ASSURE REPRESENTATION OF YOUR SHARES.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2022 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 22, 2022: The Company’s Proxy Statement for the 2022 Annual Meeting of Shareholders and the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 are available at www.proxyvote.com.


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TABLE OF CONTENTS

1	General Information About the Company

7	General Information About the Virtual Annual Meeting

12	Corporate Governance Highlights

14	Corporate Governance and Related Matters

26	Certain Information About Our Directors

35	Proposal No. 1: Election of Directors

36	Certain Information About Our Executive Officers

37	Compensation Discussion and Analysis and Executive and Director Compensation

58	Executive Compensation

65	Proposal No. 2: Advisory Vote on Executive Compensation

67	Proposal No. 3: Ratification of the Independent Registered Public Accounting Firm

68	Security Ownership of Certain Beneficial Owners, Directors and Executive Officers

71	Certain Relationships and Related Person Transactions

76	Shareholder Proposals and Nominations

77	Other Matters

77	Available Information


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PROXY STATEMENT

The proxy is solicited by the board of directors, or the board, of Cannae Holdings, Inc., or Cannae or the Company, for use at the Annual Meeting of Shareholders to be held on June 22, 2022, at 10:00 a.m., Pacific Time, or at any postponement or adjournment thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Shareholders. The annual meeting will be held virtually at www.virtualshareholdermeeting.com/CNNE2022.

It is anticipated that such proxy, together with this proxy statement, will first be mailed on or about April 29, 2022, to all shareholders entitled to vote at the meeting.

The Company’s principal executive offices are located at 1701 Village Center Circle, Las Vegas, Nevada 89134, and its telephone number at that address is (702) 323-7330.

FORWARD LOOKING STATEMENTS

This proxy statement includes forward-looking statements. These statements are not historical facts, but instead represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of our control. Forward-looking statements include statements about our business and future performance. These statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods, or by the inclusion of forecasts or projections. For a discussion of some of the risks and important factors that could affect our future results and financial condition, see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021.

GENERAL INFORMATION

ABOUT THE COMPANY

We primarily acquire interests in operating companies and are engaged in actively managing and operating a core group of those companies. From time to time, we also seek to take meaningful majority and minority equity ownership stakes where we have the ability to control or significantly influence quality companies, and we bring the strength of our operational expertise to each. We are a long-term owner that secures control and governance rights of other companies primarily to engage in their lines of business and we have no preset time constraints dictating when we sell or dispose of our businesses. We believe that our long-term ownership and active involvement in the management and operations of companies helps maximize the value of those businesses for our shareholders. As of March 31, 2022, Cannae’s principal businesses include Dun & Bradstreet Holdings, Inc. (NYSE: DNB) (DNB or Dun & Bradstreet), in which Cannae holds 88 million shares or a 20% interest. Cannae’s second principal holding is Ceridian HCM Holding Inc. (NYSE: CDAY) (Ceridian), in which Cannae owns 8 million shares representing a 5% interest. Cannae holds 59.8 million shares, or 8% of Paysafe Limited (NYSE: PSFE) (Paysafe), as well as 8.1 million Paysafe warrants. Cannae also holds 52.5 million shares, or 10%, of Alight, Inc. (NYSE: ALIT) (Alight), and 28.4 million shares, or 26%, of System1, Inc. (NYSE: SST) (SST or System1), as well as 1.2 million warrants to purchase


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SST shares. Cannae’s other principal holdings include an approximately 33% ownership interest in Sightline Payments LLC (Sightline), an approximately 20% interest in AmeriLife Group, LLC (AmeriLife) and a controlling interest in the O’Charley’s and 99 Restaurant brands (the Restaurant Group).

Cannae is led by William P. Foley, II. Mr. Foley is responsible for the creation and growth of over $100 billion in publicly traded companies including Fidelity National Information Services (FIS), Fidelity National Financial, Inc. (FNF) and Black Knight, Inc. (Black Knight).

Separation from Fidelity National Financial. Our business includes many of the businesses that formerly made up the Fidelity National Financial Ventures Group, or FNFV Group, of our former parent Fidelity National Financial, Inc., or FNF. On November 17, 2017, FNF redeemed each outstanding share of its FNFV Group common stock for one share of our common stock, with cash in lieu of fractional shares. We refer to this redemption as the Split-Off. As a result of the Split-Off, Cannae is an independent publicly traded company. On November 20, 2017, Cannae common stock began trading on The New York Stock Exchange under the “CNNE” stock symbol.

Externalization. Effective as of September 1, 2019, we transitioned to an externally managed structure (such externalization of certain management functions, the Externalization). In connection with the Externalization, the Company, Cannae Holdings, LLC, a subsidiary of the Company (Cannae LLC), and Trasimene Capital Management, LLC (Manager) entered into a Management Services Agreement (Management Services Agreement) which became effective September 1, 2019 (as amended). The members of the Manager include certain directors and executive officers of the Company. Pursuant to the Management Services Agreement, certain services related to the management of the Company are conducted by the Manager through the authority delegated to it in the Management Services Agreement and in accordance with the operational objectives and business plans approved by the Company’s board of directors. Subject at all times to the supervision and direction of the Company’s board of directors, the Manager is responsible for, among other things, (a) managing the day-to-day business and operations of the Company and its subsidiaries, (b) evaluating the financial and operational performance of the Company’s subsidiaries and other assets, (c) providing a management team to serve as some of the executive officers of the Company and its subsidiaries and (d) performing (or causing to be performed) any other services for and on behalf of the Company and its subsidiaries customarily performed by executive officers and employees of a public company.

The externally managed structure unlocks many benefits for Cannae including increasing our competitive positioning relative to our peers, incentivizing our existing management team, enhancing our ability to recruit new managers as we grow the Company and work to deliver value to our shareholders, and improved tax efficiency for both Cannae and its managers. The Externalization also better aligns our incentive compensation structure with creating shareholder value and provides meaningful shareholder protection, as compared to the Company’s current incentive plan, by requiring attainment of both a high-water mark and an 8% IRR hurdle rate threshold in order for an incentive fee to be earned.


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The Impact of William P. Foley, II. Our Chairman, William P. Foley, II has over three decades of experience in industry consolidation and delivering shareholder value. As a preeminent operator, Mr. Foley has led four separate multi-billion dollar public market platforms with over 100 acquisitions across diverse platforms including FNF, FIS, Black Knight, Ceridian, FGL Holdings, Dun & Bradstreet, Alight and Paysafe. As former CEO and now non-executive Chairman of FNF, Mr. Foley, has built the largest title insurance company, growing equity value from $3 million to $14.8 billion, as of December 31, 2021. Throughout his career, Mr. Foley has demonstrated expertise in creating and operating several public companies. His proven track record is driven by his value creation playbook, which is highlighted by identifying cost savings, undertaking strategy shifts, eliminating siloed organizational structures and accelerating product expansion. We believe that Mr. Foley’s executive experience and distinctive background has and will continue to have a transformative impact on Cannae as its non-executive Chairman and as a member of Cannae’s external Manager as well as on the businesses which Cannae owns and operates.

SIGNIFICANT TRANSACTIONS

Ceridian Share Sales. During the year ended December 31, 2021, we completed the sale of an aggregate of 4 million shares of common stock of Ceridian as part of three separate transactions (Ceridian Share Sales) pursuant to Rule 144 of the Securities Act of 1933, as amended (the Securities Act). In connection with the Ceridian Share Sales, we received aggregate proceeds of approximately $400.8 million. Since December 31, 2021, we have completed a sale of an additional 2 million shares of CDAY for proceeds of $173.3 million. As of March 31, 2022, we own 8 million shares of Ceridian common stock, or approximately 5% of the outstanding common stock of Ceridian.

Dun & Bradstreet. As of March 31, 2022, we own 88 million shares of Dun & Bradstreet (DNB) common stock, or approximately 20% of the outstanding common stock of DNB.

Sightline. On March 31, 2021, we closed on a $32.0 million acquisition of an ownership interest in Sightline, a fintech company that enables cashless, mobile and omnichannel payment solutions for the gaming, lottery, sports betting, entertainment, and hospitality businesses. On August 16, 2021, we acquired an additional $240.0 million of ownership interest in Sightline. As of December 31, 2021, Cannae owns approximately 33% of the outstanding equity of Sightline.

CoreLogic. On December 12, 2019, we entered into a joint venture (the Senator JV) with affiliates of Senator Investment Group, LP (Senator) designed to provide a mechanism to allow us and Senator to jointly invest in and attempt to acquire CoreLogic, Inc. (CoreLogic). Cannae contributed a total of $292.1 million and initially held 49.0% interest in the Senator JV. During 2020, Cannae and Senator submitted proposals to CoreLogic’s board of directors pursuant to which Cannae and Senator would acquire CoreLogic. These proposals were rejected, a special meeting of CoreLogic shareholders was called to elect independent directors to the CoreLogic board and three directors nominated by Senator and Cannae were appointed to CoreLogic’s board of directors.

In the fourth quarter of 2020 and through April 2021, Cannae received distributions totaling $481.7 million from the Senator JV and we have no further equity interest in the Senator JV.


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Optimal Blue. On September 15, 2020, Black Knight closed on its acquisition of Optimal Blue Holdco, LLC (Optimal Blue), a leading provider of secondary market solutions and actionable data services. Cannae, in connection with the closing of the acquisition by Black Knight, funded its previously announced commitment to purchase 20% of the equity of Optimal Blue for $289.0 million. On February 15, 2022, Black Knight purchased from us our entire 20% equity interest in Optimal Blue for a combination of $144.5 million in cash and approximately 21.8 million shares of DNB common stock, representing a book gain of approximately $313.0 million.

Alight Business Combination. On July 2, 2021, Foley Trasimene Acquisition Corp. (FTAC), a blank check company whose business purpose was to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination and that was co-sponsored by entities affiliated with our non-executive Chairman Mr. Foley, completed a business combination with Tempo Holding Company, LLC, the parent company of Alight Solutions, a leading cloud-based provider of integrated digital human capital and business solutions (the FTAC Alight Business Combination). As a result of the completion of the FTAC Alight Business Combination, “Alight, Inc.” (Alight), the newly formed holding company for Alight Solutions, became a publicly traded company on the NYSE under the ticker symbol “ALIT”. The FTAC Alight Business Combination was funded with the cash held in trust at FTAC, forward purchase commitments, private investment in public entity (PIPE) commitments and equity of Alight.

On July 2, 2021, in connection with the completion of the FTAC Alight Business Combination (the Alight Closing), Cannae purchased 25 million shares of Class A common stock of Alight (Alight shares) for $250.0 million as part of a subscription to the PIPE (the Alight Subscription) as well as 15 million shares of FTAC common stock and 5 million warrants to purchase shares of FTAC common stock for $150.0 million pursuant to a forward purchase agreement between Cannae and FTAC (the FTAC FPA). The FTAC shares and warrants purchased under the FTAC FPA were converted into Alight shares and warrants on a one-for-one basis upon the Alight Closing. Alight paid us a fee of $6.1 million as consideration for our subscription. Upon consummation of the FTAC Alight Business Combination our aggregate investment in Alight was $446.6 million, inclusive of the FTAC FPA and the Alight Subscription, our previous $4.5 million investment in a sponsor of FTAC (the FTAC Sponsor) and our $42.1 million share purchase and excluding the $6.1 million placement fee noted above. In connection with the Alight Closing, Cannae entered into an investor rights agreement with FTAC’s sponsors and an affiliate of Thomas H. Lee Partners, L.P. (collectively with Cannae and their affiliated transferees, the Sponsor Investors) as well as Alight and certain other investors, under which the Sponsor Investors are entitled to designate three members of the Alight board of directors (subject to reduction if the Sponsor Investors cease to own at least 50% of the aggregate number of Alight voting shares they held upon the Alight Closing). Cannae will have the right to designate the Sponsor Investor designees for so long as Cannae continues to beneficially own a majority of the total number of Alight shares owned by all of the Sponsor Investors. In addition, Cannae has the right to jointly designate one director together with certain investors affiliated with The Blackstone Group Inc.

On December 20, 2021, in connection with the redemption of all outstanding warrants by Alight, Cannae exercised its 5 million warrants on a cashless basis and received 1.3 million Alight shares. In 2022, we received a distribution of approximately 6.2 million Alight shares from the FTAC Sponsor in respect of our previous $4.5 million investment in the sponsor.


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We now own approximately 52.5 million Alight shares, which represents approximately 10% of the outstanding voting shares of Alight. Our non-executive Chairman Mr. Foley currently serves as non-executive Chairman, and our CEO Mr. Massey, currently serves as a director, of Alight’s board of directors.

System1 Business Combination. On January 27, 2022, Trebia Acquisition Corp. (Trebia), a blank check company whose business purpose was to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination and that was co-sponsored by entities affiliated with our nonexecutive Chairman, Mr. Foley and a member of our board, Frank R. Martire, completed a business combination with S1 Holdco LLC, a Delaware limited liability company (S1 Holdco) and System1 SS Protect Holdings, Inc., (Protected) pursuant to a Business Combination Agreement dated June 28, 2021 (the System1 Business Combination Agreement). The System1 Business Combination Agreement provided for, among other things, the consummation of certain transactions whereby each of (i) System1, LLC, a Delaware limited liability company and the current operating subsidiary of S1 Holdco, and (ii) Protected.net Group Limited, a private limited company organized under the laws of the United Kingdom and the current operating subsidiary of Protected, became subsidiaries of Trebia (the Trebia System1 Business Combination). In connection with the execution of the System1 Business Combination Agreement, Trebia and Cannae entered into a Backstop Facility Agreement (the Backstop Agreement) whereby Cannae agreed, subject to the other terms and conditions included therein, at the BPS Closing (as defined in the Backstop Agreement), to subscribe for Trebia Class A common stock in order to fund redemptions by shareholders of Trebia in connection with the Trebia System1 Business Combination, in an amount of up to $250.0 million (the Cannae Subscription). In connection with Cannae’s entry into the Backstop Agreement, the Trebia sponsors agreed to forfeit up to approximately 2.6 million Trebia Class B ordinary shares (Trebia agreed to issue to Cannae a number of Class A common stock equal to such forfeiture) as consideration in the event that the Cannae Subscription was drawn due to redemptions.

Prior to entry into the System1 Business Combination Agreement, Cannae had entered into a forward purchase agreement with Trebia, which was terminated in connection with the signing of the System1 Business Combination Agreement and the Backstop Agreement, pursuant to a mutual termination agreement.

On January 27, 2022, as a result of the completion of the Trebia System1 Business Combination and the Backstop Agreement, the newly formed combined company became a publicly traded company (System1) on the NYSE under the ticker symbol, “SST”. The Trebia System1 Business Combination and Cannae Subscription were funded by Cannae’s investments totaling $248.3 million, directly or indirectly through its interest in a sponsor of Trebia. As a result of the System1 Business Combination, directly and indirectly Cannae held approximately 28.2 million shares of System1 common stock, as well as 1.24 million warrants to purchase System1 common stock and, through its interest in a sponsor of Trebia, and 217,500 non-voting Class D shares of System1 that convert to Class A shares on a one-for-one basis if, during the five-years from completion of the Trebia System1 Business Combination, the volume-weighted average price of System1 Class A common stock equals or exceeds $12.50 per share for any 20 trading days within a period of 30 consecutive trading days or there is a change in control wherein the valuation of System1 Class A common stock equals or exceeds $12.50 per share. On March 17, 2022, the Class D volume-


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weighted average price hurdle was achieved, and the 217,500 Class D shares were converted to Class A shares. As of March 31, 2022, Cannae directly and indirectly owns 28.4 million shares of System1 common stock, or approximately 26% of the outstanding common stock of System1. Our non-executive Chairman Mr. Foley currently serves as a director on System1’s board of directors.

Paysafe. On March 30, 2021, Foley Trasimene Acquisition Corp. II (FTAC II), a blank check company whose business purpose was to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities and that was sponsored by an entity affiliated with our non-executive Chairman Mr. Foley, completed a business combination with Paysafe, a leading integrated payments platform (the FTAC II Paysafe Merger) pursuant to an agreement and plan of merger, entered into on December 7, 2020, by FTAC II, Paysafe and the other parties thereto (the Paysafe Merger Agreement).

Prior to entry into the Paysafe Merger Agreement, on July 31, 2020, Cannae entered into a forward purchase agreement (the FTAC II FPA) with FTAC II. Under the FTAC II FPA, Cannae committed to purchase an aggregate of 15 million shares of FTAC II’s Class A common stock, plus an aggregate of 5 million redeemable warrants to purchase one share of FTAC II’s Class A common stock at $11.50 per share for an aggregate purchase price of $150.0 million in a private placement to occur concurrently with the closing of the FTAC II Paysafe Merger. The forward purchase was contingent upon the closing of the FTAC II Paysafe Merger.

The FTAC II Paysafe Merger closed on March 30, 2021. The combined company now operates as Paysafe, and Paysafe’s common shares and warrants began trading on the NYSE under the ticker symbols “PSFE” and “PSFE.WS” respectively on March 31, 2021. We invested $350 million as a part of a subscription to the PIPE, for which Paysafe agreed to pay us a placement fee of $5.6 million as consideration for our subscription. We invested a total of $504.7 million in the FTAC II Paysafe Merger, inclusive of the FTAC II FPA and in the PIPE and our previous $4.7 million investment in a sponsor of FTAC II and excluding the $5.6 million placement fee noted above. For this investment, we received approximately 54.3 million common shares of Paysafe which represents approximately 7.8% of the pro forma outstanding common shares of and approximately 8.1 million warrants and LLC units of Paysafe.

In December 2021, Cannae purchased 5.7 million shares of Paysafe on the open market for $22.4 million. As of March 31, 2022, Cannae directly owns 59.8 million shares which represented approximately 8% of the outstanding common equity of Paysafe, as well as 8.1 million warrants and LLC units to purchase Paysafe common stock.

FORWARD PURCHASE OF EQUITY OF SPECIAL PURPOSE ACQUISITION COMPANIES

Austerlitz Acquisition Corporation I. On February 25, 2021, we entered into a forward purchase agreement (the AUS FPA) with Austerlitz Acquisition Corporation I (AUS), a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purposes of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more business entities (the AUS Initial Business Combination). AUS is co-sponsored by entities affiliated with our non-executive Chairman Mr. Foley. Under the AUS FPA, Cannae agreed to purchase an aggregate of 5.0 million Class A ordinary shares of AUS, plus an aggregate of 1.25 million redeemable warrants to purchase one Class A ordinary share at $11.50 per


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share for an aggregate purchase price of $50.0 million in a private placement to occur concurrently with the closing of the AUS Initial Business Combination. Additionally, Cannae invested $1.6 million in the sponsor of AUS for a 10% indirect economic interest in the founder shares and warrants held by the sponsor. The forward purchase is contingent upon the closing of the AUS Initial Business Combination.

On May 10, 2021, AUS entered into a business combination agreement (the Wynn Business Combination Agreement) with Wynn Interactive Ltd., an exempted company incorporated in Bermuda (Wynn Interactive). The Wynn Business Combination Agreement provided for, among other things, the consummation of certain transactions whereby Wynn Interactive would become a wholly-owned subsidiary of AUS (the Wynn Business Combination).

In connection with the signing of the Wynn Business Combination Agreement, AUS and Cannae entered into a Backstop Facility Agreement (the Wynn Backstop Agreement) whereby Cannae agreed, subject to the other terms and conditions included therein, at the Wynn BPS Closing (as defined in the Wynn Backstop Agreement), to subscribe for AUS Class A Ordinary Shares in order to fund redemptions by shareholders of AUS in connection with the Wynn Business Combination, in an amount of up to $690.0 million (the Wynn Cannae Subscription), in consideration for a placement fee of $3.5 million. Also, in connection with the signing of the Wynn Business Combination Agreement and the Wynn Backstop Agreement, AUS and Cannae entered into a mutual termination agreement to terminate the AUS FPA.

On November 12, 2021, AUS and Wynn Interactive mutually agreed to terminate the Wynn Business Combination Agreement and the Wynn Backstop Agreement.

Austerlitz Acquisition Corporation II. On February 25, 2021, we entered into a forward purchase agreement (the ASZ FPA) with Austerlitz Acquisition Corporation II (ASZ) a newly incorporated blank check company incorporated as a Cayman Islands exempted company for the purposes of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more business entities (the ASZ Initial Business Combination). ASZ is co-sponsored by entities affiliated with our non-executive Chairman Mr. Foley. Under the ASZ FPA, we will purchase an aggregate of 12.5 million Class A ordinary shares of ASZ, plus an aggregate of 3.125 million redeemable warrants to purchase one Class A ordinary share at $11.50 per share, for an aggregate purchase price of $125.0 million in a private placement to occur concurrently with the closing of the ASZ Initial Business Combination. Additionally, Cannae directly invested $29.6 million for a 20% indirect economic interest in the founder shares held by the sponsor and a direct interest in approximately 19.7 million private placement warrants of ASZ at the initial public offering. The ASZ FPA is contingent upon consummation of the ASZ Initial Business Combination.

GENERAL INFORMATION

ABOUT THE VIRTUAL ANNUAL MEETING

Your shares can be voted at the virtual annual meeting only if you vote by proxy or if you are present and vote at the meeting. Even if you expect to attend the virtual annual meeting, please vote by proxy to assure that your shares will be represented.


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WHY DID I RECEIVE THIS PROXY STATEMENT?

The board is soliciting your proxy to vote at the virtual annual meeting because you were a holder of our common stock at the close of business on April 25, 2022, which we refer to as the record date, and therefore you are entitled to vote at the annual meeting. This proxy statement contains information about the matters to be voted on at the annual meeting, and the voting process, as well as information about the Company’s directors and executive officers.

WHO IS ENTITLED TO VOTE?

All record holders of our common stock as of the close of business on April 25, 2022, are entitled to vote. As of the close of business on that day, 84,916,034 shares of common stock were issued and outstanding and eligible to vote. Each share is entitled to one vote on each matter presented at the virtual annual meeting.

If you hold your common shares through a broker, bank or other holder of record, you are considered a “beneficial owner,” of shares held in street name. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by using the voting instruction form included in the mailing or by following their instructions for voting via the Internet or by telephone.

WHAT SHARES ARE COVERED BY THE PROXY CARD?

The proxy card covers all shares of our common stock held by you of record (i.e., shares registered in your name).

HOW DO I VOTE?

You may vote using any of the following methods:

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At the virtual annual meeting. All shareholders may vote at the virtual annual meeting. Please see “How do I access the virtual annual meeting? Who may attend?” for additional information on how to vote at the annual meeting.

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By proxy. There are three ways to vote by proxy:

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By mail, using your proxy card and return envelope;

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By telephone, using the telephone number printed on the proxy card and following the instructions on the proxy card; or

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By the Internet, using a unique password printed on your proxy card and following the instructions on the proxy card.

Even if you expect to attend the annual meeting virtually, please vote by proxy to assure that your shares will be represented.


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WHAT DOES IT MEAN TO VOTE BY PROXY?

It means that you give someone else the right to vote your shares in accordance with your instructions. In this case, we are asking you to give your proxy to our Chief Executive Officer and Corporate Secretary, who are sometimes referred to as the “proxy holders.” By giving your proxy to the proxy holders, you assure that your vote will be counted even if you are unable to attend the annual meeting. If you give your proxy but do not include specific instructions on how to vote on a particular proposal described in this proxy statement, the proxy holders will vote your shares in accordance with the recommendation of the board for such proposal.

ON WHAT AM I VOTING?

You will be asked to consider three proposals at the annual meeting.

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Proposal No. 1 asks you to elect four Class II directors to serve until the 2025 Annual Meeting of Shareholders.

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Proposal No. 2 asks you to approve, on a non-binding advisory basis, the compensation paid to our named executive officers in 2021, which we refer to as the say-on-pay vote.

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Proposal No. 3 asks you to ratify the appointment of Deloitte & Touche LLP, or Deloitte, as our independent registered public accounting firm for the 2022 fiscal year.

HOW DOES THE BOARD RECOMMEND THAT I VOTE ON THESE PROPOSALS?

The board recommends that you vote “FOR ALL” director nominees in Proposal No. 1, and “FOR” Proposal Nos. 2 and 3.

WHAT HAPPENS IF OTHER MATTERS ARE RAISED AT THE MEETING?

Although we are not aware of any matters to be presented at the virtual annual meeting other than those contained in the Notice of Annual Meeting, if other matters are properly raised at the virtual annual meeting in accordance with the procedures specified in our certificate of incorporation and bylaws, or applicable law, all proxies given to the proxy holders will be voted in accordance with their best judgment.

WHAT IF I SUBMIT A PROXY AND LATER CHANGE MY MIND?

If you have submitted your proxy and later wish to revoke it, you may do so by doing one of the following: giving written notice to the Corporate Secretary prior to the virtual annual meeting; submitting another proxy bearing a later date (in any of the permitted forms) prior to the virtual annual meeting; or casting a ballot at the virtual annual meeting.

WHO WILL COUNT THE VOTES?

Broadridge Investor Communications Services will serve as proxy tabulator and count the votes, and the results will be certified by the inspector of election.


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HOW MANY VOTES MUST EACH PROPOSAL RECEIVE TO BE ADOPTED?

The following votes must be received:

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For Proposal No. 1 regarding the election of directors, a plurality of votes of our common stock cast is required to elect a director. This means that the four people receiving the largest number of votes cast by the shares entitled to vote at the annual meeting will be elected as directors. Abstentions and broker non-votes are not counted as votes cast and as discussed below, will therefore have no effect.

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For Proposal No. 2 regarding a non-binding advisory vote on the compensation paid to our named executive officers, this vote is advisory in nature. Our bylaws require that matters other than the election of directors be approved by the affirmative vote of a majority of the shares of our common stock represented and entitled to vote at the meeting, in which case abstentions and broker non-votes have the effect of a vote against Proposal No. 2. Because the vote on Proposal No. 2 is advisory and therefore will not be binding on the Company, the board will review the voting result and take it into consideration when making future decisions regarding the compensation paid to our named executive officers.

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For Proposal No. 3 regarding the ratification of the appointment of Deloitte, the affirmative vote of a majority of the shares of our common stock represented and entitled to vote at the meeting would be required for approval. Abstentions will have the effect of a vote against this proposal. Because this proposal is considered a “routine” matter under the rules of the New York Stock Exchange, nominees may vote in their discretion on this proposal on behalf of beneficial owners who have not furnished voting instructions, and, therefore, there will be no broker non-votes on this proposal.

WHAT CONSTITUTES A QUORUM?

A quorum is present if a majority of the outstanding shares of our common stock entitled to vote at the annual meeting are present in person or represented by proxy. Broker non-votes and abstentions will be counted for purposes of determining whether a quorum is present.

WHAT ARE BROKER NON-VOTES? IF I DO NOT VOTE, WILL MY BROKER VOTE FOR ME?

Broker non-votes occur when nominees, such as banks and brokers holding shares on behalf of beneficial owners, do not receive voting instructions from the beneficial owners at least ten days before the meeting. If that happens, the nominees may vote those shares only on matters deemed “routine” by the Securities and Exchange Commission and the rules promulgated by the New York Stock Exchange thereunder.

The Company believes that all the proposals to be voted on at the annual meeting, except for Proposal No. 3 regarding the appointment of Deloitte as our independent registered public accounting firm, are not “routine” matters. On non-routine matters, such as Proposal Nos. 1 and 2, nominees cannot vote unless they receive voting instructions from beneficial owners. Please be sure to give specific voting instructions to your nominee so that your vote can be counted.


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WHAT EFFECT DOES AN ABSTENTION HAVE?

With respect to Proposal No. 1, abstentions or directions to withhold authority will not be included in vote totals and will not affect the outcome of the vote. With respect to Proposal Nos. 2 and 3, abstentions will have the effect of a vote against such proposals.

WHO PAYS THE COST OF SOLICITING PROXIES?

We pay the cost of the solicitation of proxies, including preparing and mailing the Notice of Annual Meeting of Shareholders, this proxy statement and the proxy card. Following the mailing of this proxy statement, directors, officers and employees of the Company may solicit proxies by telephone, facsimile transmission or other personal contact. Such persons will receive no additional compensation for such services. Brokerage houses and other nominees, fiduciaries and custodians who are holders of record of shares of our common stock will be requested to forward proxy soliciting material to the beneficial owners of such shares and will be reimbursed by the Company for their charges and expenses in connection therewith at customary and reasonable rates. In addition, the Company has retained Georgeson Inc. to assist in the solicitation of proxies for an estimated fee of $10,000 plus reimbursement of expenses.

WHAT IF I SHARE A HOUSEHOLD WITH ANOTHER SHAREHOLDER?

We have adopted a procedure approved by the Securities and Exchange Commission, called “householding.” Under this procedure, shareholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of our Annual Report and Proxy Statement unless one or more of these shareholders notifies us that they wish to continue receiving individual copies. This procedure will reduce our printing costs and postage fees. Shareholders who participate in householding will continue to receive separate proxy cards. Also, householding will not in any way affect dividend check mailings. If you are a shareholder who resides in the same household with another shareholder, or if you hold more than one account registered in your name at the same address and wish to receive a separate proxy statement and annual report or notice of internet availability of proxy materials for each account, please contact, Broadridge, toll free at 1-866-540-7095. You may also write to Broadridge, Householding Department, at 51 Mercedes Way, Edgewood, New York 11717. Beneficial shareholders can request information about householding from their banks, brokers or other holders of record. We hereby undertake to deliver promptly upon written or oral request, a separate copy of the Annual Report to Shareholders, or this Proxy Statement, as applicable, to a shareholder at a shared address to which a single copy of the document was delivered.

WHY DID I RECEIVE A NOTICE IN THE MAIL REGARDING THE INTERNET AVAILABILITY OF THE PROXY MATERIALS INSTEAD OF A PAPER COPY OF THE PROXY MATERIALS?

In accordance with rules of the Securities and Exchange Commission we have elected to furnish to our shareholders this Proxy Statement and our Annual Report on Form 10-K by providing access to these documents on the Internet rather than mailing printed copies. Accordingly, the notice of Internet Availability of Proxy Materials is being mailed to our shareholders of record and beneficial owners (other than those who previously requested printed copies or electronic delivery of our proxy materials), which will direct shareholders to a website where they can access our proxy materials and view instructions on how to vote online or by telephone. If you would prefer to receive a paper copy of our proxy materials, please follow the instructions included in the Notice.


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Our Proxy Statement (including Notice of Annual Meeting) and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 are available for shareholders at www.proxyvote.com. Instead of receiving future copies of our Proxy Statement (including Notice of Annual Meeting) and Annual Report to Shareholders by mail, shareholders can access these materials online. Opting to receive your proxy materials online will save us the cost of producing and mailing documents to you; an electronic link to the proxy voting site will be provided to you. Shareholders of record can enroll at www.proxyvote.com for online access to future proxy materials. If you hold your shares in a bank or brokerage account, you also may have the opportunity to receive copies of these documents electronically. Please check the information provided in the proxy materials mailed to you by your bank or broker regarding the availability of this service.

HOW DO I ACCESS THE VIRTUAL ANNUAL MEETING? WHO MAY ATTEND?

At the virtual annual meeting, shareholders will be able to listen to the meeting live and vote. To be admitted to the virtual annual meeting at www.virtualshareholdermeeting.com/CNNE2022, you must enter the 16-digit control number available on your proxy card if you are a shareholder of record or included in your voting instruction card and voting instructions you received from your broker, bank or other nominee. Although you may vote online during the annual meeting, we encourage you to vote via the Internet, by telephone or by mail as outlined in the Notice of Internet Availability of Proxy Materials or on your proxy card to ensure that your shares are represented and voted.

The meeting webcast will begin promptly at 10:00 a.m., Pacific Time, on June 22, 2022, and we encourage you to access the meeting prior to the start time.

WILL I BE ABLE TO ASK QUESTIONS DURING THE VIRTUAL ANNUAL MEETING?

Shareholders will be able to ask questions through the virtual meeting website during the meeting through www.virtualshareholdermeeting.com/CNNE2022. The Company will respond to as many appropriate questions during the annual meeting as time allows.

HOW CAN I REQUEST TECHNICAL ASSISTANCE DURING THE VIRTUAL ANNUAL MEETING?

A technical support line will be available on the meeting website for any questions on how to participate in the virtual annual meeting or if you encounter any difficulties accessing the virtual meeting.

CORPORATE GOVERNANCE

HIGHLIGHTS

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. Our board of directors has implemented the following measures to improve our overall governance practices. See “Corporate Governance and Related Matters” below for more detail on our governance practices.


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Annual performance evaluations of the board of directors and committees

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Stock ownership guidelines for our executive officers and directors

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Clawback policy

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Shareholders may act by written consent

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Fully independent audit, compensation and corporate governance and nominating committees

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No supermajority voting requirement for shareholders to act

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Board of directors and committee oversight of risk, including information security, cyber- security and environmental, social and governance (ESG) risk

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Annual review of committee charters and Corporate Governance Guidelines

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We have three audit committee financial experts as defined by the rules of the Securities and Exchange Commission: Messrs. Stallings, Linehan and Willey

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Corporate Governance Guidelines that expressly include diversity of age, gender, nationality, race, ethnicity, and sexual orientation as part of the criteria the corporate governance and nominating committee considers when selecting nominees for election to the board

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Shareholder engagement on a variety of topics, including our corporate governance and executive compensation, as described below in “2021 Shareholder Engagement”

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Nine of eleven independent directors

2021 SHAREHOLDER ENGAGEMENT

We are committed to hearing and responding to the views of our shareholders on various matters. In the first half of 2021, we reached out to our top four shareholders (representing approximately 29% of our shares) and spoke with one of these investors. At this meeting, 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 consistently engage with FNF, who was our fourth largest shareholder at approximately 6.7% as of December 31, 2021, but do not include FNF in the outreach described above because FNF is required to vote pro rata with public shareholders pursuant to the voting agreement between FNF and Cannae. See “Voting Agreement” below for additional information.

We also engaged with numerous shareholders on various actions we took this year including sales of Ceridian shares, sales of and further acquisition of DNB securities, the FTAC Alight Business Combination and Alight, the FTAC II Paysafe Business Combination and Paysafe, the Trebia System1 Business Combination and System1, and the sale of our interests in Optimal Blue. Our board values the input of our shareholders and considers our shareholders’ feedback as a regular part of board discussions.

Cannae held a Portfolio Conference on December 8 and 9, 2021 at the Wynn Resort, with 121 investors, sell-side analysts, and management in attendance as well as nearly 800 unique webcast observers.


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CORPORATE GOVERNANCE

AND RELATED MATTERS

CORPORATE GOVERNANCE GUIDELINES

Our Corporate Governance Guidelines provide, along with the charters of the committees of the board of directors, a framework for the functioning of the board of directors and its committees and establishes a common set of expectations as to how the board of directors should perform its functions. The Corporate Governance Guidelines address a number of areas including the size and composition of the board, board membership criteria and director qualifications, director responsibilities, board agenda, roles of the Chairman of the board of directors, the Chief Executive Officer and Lead Independent Director, meetings of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. The Corporate Governance Guidelines also provide that our board will consider all aspects of diversity (including diversity of age, gender, nationality, race, ethnicity and sexual orientation) in selecting nominees for director. A copy of our Corporate Governance Guidelines is available for review on the Investor Relations page of our website at www.CannaeHoldings.com.

CODES OF ETHICS

Our board of directors has adopted a Code of Ethics for Senior Financial Officers, which is applicable to our Chief Executive Officer, our Chief Financial Officer and our Chief Accounting Officer, and a Code of Business Conduct and Ethics, which is applicable to all of our directors, officers and employees. The purpose of these codes is to: (i) promote honest and ethical conduct, including the ethical handling of conflicts of interest; (ii) promote full, fair, accurate, timely and understandable disclosure; (iii) promote compliance with applicable laws and governmental rules and regulations; (iv) ensure the protection of our legitimate business interests, including corporate opportunities, assets and confidential information; and (v) deter wrongdoing. Our codes of ethics were adopted to reinforce our commitment to our longstanding standards for ethical business practices. Our reputation for integrity is one of our most important assets and each of our employees and directors is expected to contribute to the care and preservation of that asset. Under our codes of ethics, an amendment to or a waiver or modification of any ethics policy applicable to our directors or executive officers must be disclosed to the extent required under Securities and Exchange Commission and/or New York Stock Exchange rules. We intend to disclose any such amendment or waiver by posting it on the Investor Relations page of our website at www.CannaeHoldings.com.

Copies of our Code of Business Conduct and Ethics and our Code of Ethics for Senior Financial Officers are available for review on the Investor Relations page of our website at www.CannaeHoldings.com.


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ENVIRONMENTAL, SOCIAL AND GOVERNANCE

ESG Overview

At Cannae, we understand the importance of a sustainable future to Cannae’s long-term growth and to the well-being of our companies. For this reason, we are committed to addressing ESG issues to better serve our employees, companies, business partners, and the communities where we live and work.

We seek to be transparent about our business practices, corporate governance, environmental impact, and our commitments to our stakeholders. Since we published our inaugural 2020 Environmental, Social & Governance Report, we have continued to enhance our ESG efforts, disclosing our progress through annual reporting and on our website. To learn more about our efforts, please view our most recent reports via our website, www.investor.cannaeholdings.com. We anticipate publishing our 2021 report in June 2022.

Our commitment to ESG focuses on:

Responsible Investment: ESG is embedded across Cannae’s acquisition approach including in our due diligence of acquisition targets. We manage ESG issues in our acquisitions to help Cannae generate stronger returns for our shareholders while improving our impact on society. Our companies each have unique impacts, and we are working to further formalize and enhance the management of ESG across our group of companies.

In order to maximize the value of each of our diverse assets, our management team takes an individualized approach with each company and reviews ESG practices that are material to a potential investment. Our review of acquisitions considers the following ESG factors:

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Environmental: Energy, waste, water, sustainable products, and overall environmental footprint.

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Social: Human capital management, workforce diversity, supplier diversity, and community engagement.

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Governance: ESG oversight, board composition, data privacy and adherence to relevant ESG frameworks and standards.

Through Cannae’s long-term investments, as well as our own ESG efforts, we strive to be a trusted partner in our companies’ ESG journey.

Preserving the Environment: As a holding company, our direct operations and our environmental impact as a firm is relatively small. However, Cannae recognizes the importance of conducting business in an environmentally responsible manner and integrating environmental management best practices into both our business operations and the management of our companies. Cannae is continually improving our environmental management practices at our Las Vegas headquarters. From efforts to monitor and reduce our carbon footprint and energy use, reducing water consumption, and improving waste management, we are reducing our environmental impact.

We have made several enhancements to our Cannae corporate headquarters during the past year including the following:

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Conversion of exterior lighting to energy-efficient LED lights

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Installation of an EV car charger in our parking garage

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Replacement of water fountain with desert landscaping


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Supporting Our Employees and Communities: We value our talented workforces and the outstanding contributions our employees make. We are dedicated to attracting, developing, and retaining talented teams through competitive compensation and benefits, and building a diverse and inclusive workplace. Cannae believes in the importance of volunteerism and philanthropy to strengthen and engage local communities across our portfolio companies. Through local community involvement, corporate initiatives, and philanthropic giving – as well as an active community volunteer ethos – we work to support the communities we all live in.

Operating Ethically: Our reputation is one of our most important assets and each of our employees and directors is expected to contribute to the care and preservation of that asset. We operate in ways that are fair, transparent, and compliant with law. We implement strong governance practices, policies, training, and reporting avenues to foster and support an ethos that all employees to adhere to our expected standards for business integrity.

Board and ESG Oversight

Cannae is committed to strong governance systems and policies that ensure fair, transparent and ethical business practices. To honor that commitment at the highest levels of the Company, our management team leads our ESG efforts with oversight from the audit committee, which reports our ESG progress and efforts to the board of directors.

ESG Risk Management

Cannae recognizes ESG risks, including climate change and severe weather conditions, cybersecurity risks, pandemics, war, and other catastrophic events may impact our business. At Cannae, we work diligently to identify, assess and manage material risks, including ESG risks, through our Enterprise Risk Management (ERM) program. Our ERM program conducts risk assessments to identify and assess our material business, operational and environmental risks and works with our management team to develop strategies and plans to mitigate and manage those risks.

Our ERM program is overseen by a group of highly qualified individuals and is tailored to the unique structure of our business. At our corporate office, we maintain the plans for our core processes that include predetermined actions to be taken, resources to be used, and procedures to be followed before, during, and after a disaster. Each of our various businesses separately maintain business continuity functions that adhere to the unique requirements of their business. Our report to the audit committee of our board of directors is updated on a quarterly basis regarding our ERM and business continuity, which are approved by the audit committee annually.

Diversity and Inclusion

Diversity is a key component of Cannae’s success, including our various portfolio companies. We believe that the diversity of our employees and directors provides a variety of ideas and perspectives that enables us to achieve superior business results. Cannae and its portfolio companies are committed to being equal opportunity employers and enhancing diversity and inclusion across our businesses.

Cannae’s Code of Business Conduct and Ethics prohibits discrimination and harassment. Our nondiscrimination policy is distributed to all employees as part of our employee handbook, which employees must acknowledge annually. Our employees participate in annual training programs covering topics such as the Code of Business Conduct and Ethics, and Reporting Harassment.


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Our board of directors leads by example in its commitment to diversity. In 2019, our board codified its commitment to diversity when selecting new director nominees in our Corporate Governance Guidelines, which provide that in selecting director nominees, our corporate governance and nominating committee considers, among other things, diversity of age, gender, nationality, race, ethnicity, and sexual orientation.

Data Privacy and Cybersecurity

Cannae and our companies are highly dependent on information technology. We are focused on making strategic investments in information security to protect our clients and our information systems. Our investments include both capital expenditures and operating expenses for hardware, software, personnel, and consulting services. As the primary products and services of our companies evolve, we apply a comprehensive approach to the mitigation of identified security risks. We have established policies and controls, including those related to privacy, information security and cybersecurity, and we employ a broad and diversified set of risk monitoring and risk mitigation techniques. Our employees participate in an annual Information Security Training.

Our board has a strong focus on cybersecurity. Our approaches to cybersecurity and privacy are overseen by the audit committee. At each regular meeting of the audit committee of our board of directors, our key management and Internal Audit group provide reports relating to existing and emerging risks at our companies, including, as appropriate, risk assessments, cyber and data security risks, and any security incidents. Our audit committee chairman reports on these discussions to our board of directors on a quarterly basis. The employees at our companies are the strongest assets in protecting their customers’ information and mitigating risk. We monitor their security practices, including training programs that focus on applicable privacy, security, legal, and regulatory requirements that provide ongoing enhancement of their respective security and risk cultures.

Select Company ESG Profiles

DUN & BRADSTREET

For nearly two centuries, Dun & Bradstreet has worked to enhance responsible business practices through its data and analytics solutions. In today’s rapidly changing landscape, Dun & Bradstreet’s solutions help customers manage growing regulatory, ethical, environmental, and social risks and opportunities. The most recent example of innovative application of the D&B Data Cloud was the rapid development of its D&B ESG Intelligence capability.

Dun & Bradstreet ESG scores are derived from a thorough review of a company’s publicly available information combined with proprietary Dun & Bradstreet data mapped to established sustainability standards to provide insights into the company’s material ESG risks and opportunities. The extensive breadth of the Dun & Bradstreet Data Cloud enables the company to have ESG scores for approximately 20 million organizations around the globe. This gives Dun & Bradstreet the highest coverage among ESG data providers and provides a solution to the persistent challenge of limited ESG coverage of private companies. Dun & Bradstreet ESG data enables compliance and procurement teams to identify ESG risks, set goals, monitor shifting ESG risks through automated approaches, streamline ESG assessment processes and benchmark against industry peer best practices.


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Dun & Bradstreet takes an integrated approach to engaging its key stockholders in leveraging its data, insights, talent, and resources to make a positive impact on the world around us. Being socially responsible has been embedded in Dun & Bradstreet’s DNA for generations. From progressive family leave policies to robust performance management and career development programs, Dun & Bradstreet is committed to cultivating a workplace where everyone’s voice is valued and diversity, in all its forms, is welcomed. In 2021, Dun & Bradstreet received a 100% score on the Human Rights Campaign Foundation’s Corporate Equality Index for LGBTQ Equality for the fifth consecutive year. The company was endorsed by Disability:IN as a Best Place to Work for Disability Inclusion. Through its global Do Good program in 2021, Dun & Bradstreet employees volunteered 6,590 hours to 792 organizations and contributed $1,033,735 through employer-matched employee donations and corporate giving.

CERIDIAN

Ceridian is focused on helping organizations enhance human capital management while supporting the communities where employees live and work. Ceridian believes that tech for good and responsible innovation can have a positive impact on all stakeholders. Dayforce Wallet provides individuals with faster access to their earned pay, which enables them to cover both everyday expenses as well as urgent or unplanned costs. Promoting diversity, equity and inclusion within its workforce is a priority for Ceridian. In 2021, Ceridian established a company-wide Global Diversity Advisory Council that is comprised of employees from around the world and expanded the number of inclusivity-building YOUnity groups. Ceridian is committed to giving back to local communities. Through Ceridian Cares, an employee-driven charity, the company provides financial support to individuals and families struggling with basic needs and quality of life. In 2021, the organization donated over $1.1 million to people in need in the United States and Canada. Ceridian also launched a new giving and volunteering platform last year through which employees donated to over 480 non-profits in 12 countries. For more detailed information regarding Ceridian’s ESG goals, programs, and initiatives, see Ceridian’s 2022 annual Ceridian ESG Report: www.ceridian.com/ESG.

THE RESTAURANT GROUP

The Restaurant Group is building inclusive workplaces, while driving community outcomes in the areas where we operate. Our Restaurant Group supports such national charitable organizations as The Folded Flag Foundation, Second Harvest, Operation Gratitude, Making Strides, Boys & Girls Clubs of America, Big Brothers Big Sisters of America, American Cancer Society, Muscular Dystrophy Association and St. Jude Children’s Research Hospital. In 2021, The Restaurant Group was the top corporate donor for The Folded Flag Foundation, with donations surpassing $675K. We delight in feeding our communities, which is especially critical in times of crisis. Whether we are providing food to victims of devastating fires or floods, feeding first responders in the wake of tornadoes or hurricanes, or nourishing healthcare workers who served selflessly throughout COVID-19 – if there is a need in our community, our Restaurant Group is there to serve. Our Restaurant Group embraces diversity and inclusion across all our brands. Our 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 our diverse employment population. All team members enjoy equal access to opportunities throughout the organization as well as exciting ways to connect with each other and with our guests, enriching both the employment and guest experience. Additionally, a recently created Women in Leadership group was created with a target of developing our senior-most female leaders through unique experiences, developmental activities and networking.


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ALIGHT

Alight is committed to helping companies care for their biggest asset – their people. Through its integrated health, wealth and wellbeing platform, Alight powers confident decisions for life for its 30 million users and their families. In 2021, Alight completed a materiality assessment to identify the environmental, social and governance issues that are most relevant to the company and its stakeholders. In 2021, Alight earned a perfect score on the Human Rights Campaign Foundation’s Corporate Equality Index for the third consecutive year and has been named a Great Place to Work for four years in a row. Alight fosters a culture of respect and inclusion in various ways, including offering unconscious bias and diversity training, tracking gender diversity, and celebrating diversity through global cultural appreciation initiatives.

PAYSAFE

Paysafe is a leading specialized payments platform. Its core purpose is to enable businesses and consumers to connect and transact seamlessly through industry-leading capabilities in payment processing, digital wallet, and online cash solutions. In addition to the company’s eCash product capabilities that help drive financial inclusion for some of the world’s underbanked population, Paysafe is deeply committed to doing business the right way. As part of the company’s holistic approach to ESG, Paysafe focuses on community efforts; diversity, equity and inclusion (DE&I); employee wellbeing and the environment.

As part of its environmental program, Paysafe has a robust strategy to reduce carbon emissions across operations through energy efficiency initiatives and has achieved CarbonNeutral^®certification from 2019 onwards. At Paysafe, diversity, equity and inclusion is also a strategic priority that is supported by the Paysafe board and executive team and their commitment to creating a working environment where everyone’s unique contribution is valued. To help it achieve its DE&I goals, four colleague-led DE&I teams meet on a regular basis to organize an interactive, engaging DE&I program that addresses race and ethnicity, gender, and sexual orientation. Paysafe aims to be a supportive part of the local communities where the company operates, supporting both global and local causes including helping young people to thrive by supporting education and social mobility and also supporting various health charities. All Paysafe employees are provided with a one-day volunteering allowance to support a cause they care about in their communities, and volunteer led Community teams across Paysafe’s offices drive local momentum and push forward Community initiatives. Finally, through its wellbeing program, Paysafe puts high value in the welfare of its employees and organizes frequent activities to support the mental, physical and social wellbeing of its employees, something that was significantly ramped up at the start of the pandemic and continues to grow as a program today.

OUR BOARD

Our board is composed of William P. Foley, II, David Aung, 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, with Mr. Foley serving as our non-executive Chairman.


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In 2021, 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 2021. Our board met quarterly and our non-management directors met periodically in executive sessions without management. Our Lead Independent Director presides over each executive session of our board. We do not, as a general matter, require our board members to attend our annual meeting of shareholders, although each of our directors is invited to attend our 2022 annual meeting. None of our directors attended our 2021 annual meeting.

DIRECTOR INDEPENDENCE

The board of directors determined that David Aung, Hugh R. Harris, C. Malcolm Holland, Mark D. Linehan, Frank R. Martire, 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 and our Corporate Governance Guidelines. The board of directors also determined that Messrs. Martire, Moullet and Ms. Meinhardt meet the additional independence standards of the New York Stock Exchange for compensation committee members.

In determining independence, the board considered all relationships that might bear on our directors’ independence from Cannae. The board of directors determined that William P. Foley, II is not independent because he is the Managing Member and a Senior Managing Director of the Manager. Mr. Massey is not independent because he is our Chief Executive Officer.

In considering the independence of our independent directors, the board of directors considered the following factors:

•

Mr. Martire also serves on the board of System1 and was the founder and a director of Trebia. Mr. Martire indirectly held 5,877,699 shares of System1 common stock.

•

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

•

Mr. Willey and Ms. Meinhardt are independent in that they were never employed by Cannae. Ms. Meinhardt served as an executive at FNF and 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 four years ago.

•

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

The board of directors determined that these relationships were not of a nature that would impair the independence of Messrs. Aung, Harris, Holland, Linehan, Martire, Moullet, Stallings, Willey or Ms. Meinhardt.


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DIRECTOR RESIGNATION

In the event any incumbent director does not receive a majority of the votes cast and tenders his resignation to the Board, the Committee will consider and recommend to the Board whether to accept or reject the tendered resignation, or whether other action should be taken.

COMMITTEES OF THE BOARD

The board has three standing committees: an audit committee, a compensation committee and a corporate governance and nominating committee. The charter of each of the audit, compensation and corporate governance and nominating committee is available on the Investors page of our website at www.CannaeHoldings.com. Each committee reviews its charter annually. Shareholders also may obtain a copy of any of these charters by writing to the Corporate Secretary at the address set forth under “Available Information.”

CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

The current members of the corporate governance and nominating committee are Hugh R. Harris (Chair), David Aung and C. Malcolm Holland. Mr. Aung began service on the corporate governance and nominating committee on February 18, 2021, at which time Mr. Stallings stepped down from the committee. Each of Messrs. Harris, Aung and Holland was deemed to be independent by the board, as required by the New York Stock Exchange. The corporate governance and nominating committee met once in 2021.

The primary functions of the corporate governance and nominating committee, as identified in its charter, are:

•

Identifying individuals qualified to become members of the board and making recommendations to the board regarding nominees for election;

•

Reviewing the independence of each director and making a recommendation to the board with respect to each director’s independence;

•

Developing and recommending to the board the corporate governance principles applicable to us and reviewing our Corporate Governance Guidelines at least annually;

•

Making recommendations to the board for directors to fill vacancies in the membership of the audit, compensation and corporate governance and nominating committees;

•

Overseeing the evaluation of the performance of the board and its committees on a continuing basis, including an annual self-evaluation of the performance of the corporate governance and nominating committee;

•

Considering director nominees recommended by shareholders; and

•

Reviewing our overall corporate governance and reporting to the board on its findings and any recommendations.


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AUDIT COMMITTEE

The current members of the audit committee are James B. Stallings, Jr. (Chair), Mark D. Linehan and Frank P. Willey. Mr. Willey began service on the audit committee on February 18, 2021, at which time Mr. Martire stepped down from the committee.

The board has determined that each of the audit committee members who served on the committee in 2021 is financially literate and independent as required by the rules of the Securities and Exchange Commission and the New York Stock Exchange. The board has also determined that each of Mr. Stallings, Mr. Linehan and Mr. Willey is an audit committee financial expert, as defined by the rules of the Securities and Exchange Commission. The audit committee met seven times in 2021.

The primary functions of the audit committee include:

•

Appointing, compensating and overseeing our independent registered public accounting firm;

•

Reviewing and approving the annual audit plan for the Company;

•

Overseeing the integrity of our financial statements and our compliance with legal and regulatory requirements;

•

Discussing the annual audited financial statements and unaudited quarterly financial statements with management and the independent registered public accounting firm;

•

Establishing procedures for the receipt, retention and treatment of complaints (including anonymous complaints) we receive concerning accounting, internal accounting controls, auditing matters or potential violations of law;

•

Approving audit and non-audit services provided by our independent registered public accounting firm;

•

Discussing earnings press releases before they are issued and the nature of the financial information provided to analysts and rating agencies;

•

Discussing with management our policies and practices with respect to risk assessment and risk management, enterprise risk and ESG risk oversight;

•

Reviewing any material transaction between the Company and our Chief Financial Officer or Chief Accounting Officer that has been approved in accordance with our Code of Ethics for Senior Financial Officers, and providing prior written approval of any material transaction between us and our Executive Chairman or President, as applicable; and

•

Producing an annual report for inclusion in our proxy statement, in accordance with applicable rules and regulations.


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REPORT OF THE AUDIT COMMITTEE

The audit committee of the board of directors submits the following report on the performance of certain of its responsibilities for the year 2021:

The primary function of our audit committee is oversight of (i) the quality and integrity of our financial statements and related disclosures, (ii) our compliance with legal and regulatory requirements, (iii) the independent registered public accounting firm’s qualifications and independence, and (iv) the performance of our internal audit function and independent registered public accounting firm. Our audit committee acts under a written charter, and we review the adequacy of our charter at least annually. Our audit committee is comprised of the three directors named below, each of whom has been determined by the board of directors to be independent as defined by New York Stock Exchange independence standards. In addition, our board of directors has determined that each of Messrs. Stallings, Linehan and Willey is an audit committee financial expert as defined by the rules of the Securities and Exchange Commission.

In performing our oversight function, we reviewed and discussed with management and Deloitte, our independent registered public accounting firm, our audited financial statements as of and for the year ended December 31, 2021. Management and Deloitte reported to us that our consolidated financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of Cannae and its subsidiaries in conformity with generally accepted accounting principles. We also discussed with Deloitte the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission.

We have received and reviewed the written disclosures and the letter from Deloitte required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence and have discussed with Deloitte their independence. In addition, we have considered whether Deloitte’s provision of non-audit services to us is compatible with their independence.

Finally, we discussed with our internal auditors and Deloitte the overall scope and plans for their respective audits. We met with Deloitte at each meeting. Management was present for some, but not all, of these discussions. These discussions included the results of their examinations, their evaluations of our internal controls and the overall quality of our financial reporting.

Based on the reviews and discussions referred to above, we recommended to our board of directors that the audited financial statements referred to above be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and that Deloitte be appointed independent registered public accounting firm for Cannae for 2022.

In carrying out our responsibilities, we look to management and the independent registered public accounting firm. Management is responsible for the preparation and fair presentation of our financial statements and for maintaining effective internal control. Management is also responsible for assessing and maintaining the effectiveness of internal control over the financial reporting process. The independent registered public accounting firm is responsible for auditing our annual financial statements and expressing an opinion as to whether the statements are fairly stated in conformity with generally accepted accounting principles. The independent registered public accounting firm


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performs its responsibilities in accordance with the standards of the Public Company Accounting Oversight Board. Our members are not professionally engaged in the practice of accounting or auditing and are not experts under the Exchange Act in either of those fields or in auditor independence.

The foregoing report is provided by the following independent directors, who constitute the committee:

AUDIT COMMITTEE

James B. Stallings, Jr. (Chair)

Mark D. Linehan

Frank P. Willey

COMPENSATION COMMITTEE

The current members of the compensation committee are Frank R. Martire (Chair), Erika Meinhardt and Barry B. Moullet. Mr. Moullet and Ms. Meinhardt began service on the compensation committee on February 18, 2021, at which time Messrs. C. Malcolm Holland and Hugh R. Harris stepped down from the committee. Each current member of the compensation committee and each member who served during 2021 was deemed to be independent by the board, as required by the New York Stock Exchange. The compensation committee met four times during 2021. Our compensation committee reviews its charter annually. The functions of the compensation committee include the following:

•

Reviewing and approving corporate goals and objectives relevant to the Chief Executive Officer’s compensation, evaluating their performance in light of those goals and objectives, and setting the Chief Executive Officer’s compensation level based on this evaluation;

•

Setting salaries and approving incentive compensation and equity awards, as well as compensation policies, for all other officers who are designated as Section 16 officers by our board;

•

Making recommendations to the board with respect to equity-based plans that are subject to board approval;

•

Approving any employment or severance agreements with our Section 16 officers;

•

Granting any awards under equity compensation plans and annual bonus plans to our Chief Executive Officer and Section 16 Officers;

•

Approving the compensation of our directors; and

•

Producing an annual report on executive compensation for inclusion in our proxy statement, in accordance with applicable rules and regulations.

For more information regarding the responsibilities of the compensation committee, please refer to the section of this proxy statement entitled “Compensation Discussion and Analysis and Executive and Director Compensation.”


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BOARD LEADERSHIP STRUCTURE

We have separated the positions of Chairman of the board of directors and Chief Executive Officer in recognition of the differences between the two roles. Separating these positions allows our Chief Executive Officer to focus more directly upon executing on the Company’s strategic objectives and business plan, providing day-to-day leadership and guiding senior management through the implementation of our strategic initiatives. It also allows our non-executive Chairman to utilize his time to focus on our long-term strategy, and to set the agenda for board meetings and preside over meetings of the full board.

Lead Independent Director. Frank R. Martire serves as our Lead Independent Director. Following engagement and feedback from our shareholders in 2020, the board determined it to be useful and appropriate to designate a Lead Independent Director to coordinate the activities of the other non-employee directors and to perform such other duties and responsibilities as the board may determine. The responsibilities of our Lead Independent Director include:

•

Preside at meetings of the board of directors in the absence of, or upon the request of, the Chairman;

•

Call and preside over all executive meetings of non-employee directors and independent directors and report to the board, as appropriate, concerning such meetings;

•

Review information sent to the board, as well as board meeting agendas and schedules in collaboration with the Chairman to ensure that there is sufficient time for discussion of all agenda items and recommend matters for the board to consider and information to be provided to the board;

•

Serve as a liaison and supplemental channel of communication between non-employee/ independent directors and the Chairman without inhibiting direct communications between the Chairman and other directors;

•

Serve as the principal liaison for consultation and communication between the non- employee/ independent directors and shareholders;

•

Advise the Chairman concerning the retention of advisors and consultants who report directly to the board; and

•

Be available to major shareholders for consultation and direct communication.

We believe this leadership structure is appropriate and allows our Chief Executive Officer and non-executive Chairman to focus on the responsibilities of their respective offices while creating a collaborative relationship that benefits our Company.

ROLE IN RISK OVERSIGHT

The board of directors administers its risk oversight function directly and through committees. The audit committee oversees our financial reporting process, risk management program, including ESG risk, legal and regulatory compliance, performance of the independent auditor, internal audit function, and financial and disclosure controls. Management identifies strategic risks of Cannae and aligns the annual audit plan with the auditable risks. The audit committee also receives quarterly reports on compliance matters.


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Our board has a strong focus on cyber-security. At each regular meeting of the audit committee of our board of directors, our Chief Risk Officer, Chief Compliance Officer, Chief Information Security Officer and Chief Internal Auditor provide reports relating to existing and emerging risk at our companies, including, as appropriate, cyber and data security risks. Management also periodically reports to the audit committee on matters relating to our environmental sustainability policies and programs. Our audit committee chairman reports on these discussions to our board of directors on a quarterly basis.

The corporate governance and nominating committee considers the adequacy of our governance structures and policies, including as they relate to ESG. The compensation committee reviews and approves our compensation and other benefit plans, policies and programs and those of our various companies and considers whether any of those plans, policies or programs creates risks that are likely to have a material adverse effect on Cannae. Each committee provides reports on its activities to the full board of directors.

Cannae’s commitment to corporate responsibility means integrating it into our business, including how we manage ESG topics. Our board and its committees oversee the execution of our ESG strategies and initiatives as part of our oversight of the overall strategy and risk management. The Environmental, Social and Governance section beginning on page 15 further outlines our approach to these issues.

CONTACTING THE BOARD

Any shareholder or other interested person who desires to contact any member of the board or the non-management members of the board as a group may do so by writing to: Board of Directors, c/o Corporate Secretary, Cannae Holdings, Inc., 1701 Village Center Circle, Las Vegas, Nevada 89134. Communications received are distributed by the Corporate Secretary to the appropriate member or members of the board.

CERTAIN INFORMATION

ABOUT OUR DIRECTORS

DIRECTOR CRITERIA, QUALIFICATIONS AND EXPERIENCE AND PROCESS FOR SELECTING DIRECTORS

Our Split-Off from FNF was completed on November 17, 2017 and, at that time we became an independent public company. We actively manage and operate a group of companies that include our minority ownership acquisitions in DNB, Ceridian, Paysafe, Optimal Blue (through February 2022), Alight, System1, Sightline, AmeriLife and two special purpose acquisition company sponsor entities; and our majority equity ownership stakes in O’Charley’s and 99 Restaurants, and various other companies and minority equity investments primarily in the real estate and financial services industries. Our board and management are currently focused on executing our long-term strategy of continuing our activities with respect to our business investments to achieve superior financial performance to maximize the value of those assets and to continue to pursue similar acquisitions in businesses and to grow and achieve superior financial performance with respect to such newly acquired businesses.


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Our board and the corporate governance and nominating committee are committed to include the best available candidates for nomination to election to our board based on merit. Our board and our corporate governance and nominating committee will continuously evaluate our board’s composition with the goal of developing a board that meets our strategic goals, and one that includes diverse, experienced and highly qualified individuals.

The corporate governance and nominating committee does not set specific, minimum qualifications that nominees must meet in order for the committee to recommend them to the board, but rather believes that each nominee should be evaluated based on his or her individual merits, taking into account our needs and the overall composition of the board. In accordance with our Corporate Governance Guidelines, the corporate governance and nominating committee considers, among other things, the following criteria in fulfilling its duty to recommend nominees for election as directors:

•

Personal qualities and characteristics, accomplishments and reputation in the business community;

•

Current knowledge and contacts in the communities in which we do business and, in our industry, or other industries relevant to our business;

•

Ability and willingness to commit adequate time to the board and committee matters;

•

The fit of the individual’s skills and personality with those of other directors and potential directors in building a board that is effective, collegial and responsive to our needs; and

•

Diversity of viewpoints, background, experience, and other demographics, and all aspects of diversity in order to enable the board to perform its duties and responsibilities effectively, including candidates with a diversity of age, gender, nationality, race, ethnicity, and sexual orientation.

Each year in connection with the nomination of candidates for election to the board, the corporate governance and nominating committee evaluates the background of each candidate, including candidates that may be submitted by shareholders.

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. Four of our eleven directors identify as diverse.

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.


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Since the Split-Off in 2017, we have refreshed our board and added diverse individuals with the skills and expertise to oversee our long-term strategy. 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, David Aung and Barry B. Moullet, both of whom identified themselves as having diverse backgrounds, joined our board. Mr. Aung has extensive investment management and risk and analysis experience with various classes of assets and a broad knowledge of the technology used in that analysis and reporting. 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.

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 of directors to improve our overall governance practices.

Our board of directors has since our Split-Off been divided into three classes, with each class serving a staggered three-year term. In each of the last three years, our board considered whether to declassify the board of directors. 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 Cannae is still a relatively new public company and 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.


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INFORMATION ABOUT THE DIRECTOR NOMINEES AND CONTINUING DIRECTORS

The following matrix lists the skills and experience that we consider most important for our 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 II directors of the Company, as well as our continuing Class I and Class III directors, including each directors’ relevant experience, qualifications, skills and diversity, is included below.

	BOARD OF DIRECTORS
Director Qualifications and Experience:	William P. Foley, II (Chair)	Richard N. Massey (CEO)	David Aung	Hugh R. Harris	C. Malcolm Holland	Mark D. Linehan	Frank R. Martire	Erika Meinhardt	Barry B. Moullet	James B. Stallings, Jr.	Frank P. Willey
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	•	•	•	•	•	•	•	•	•	•	•
Board Tenure	3	3	1	3	3	2	3	3	1	3	3
Age	77	66	42	71	62	59	74	63	64	66	68


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BOARD GENDER AND DIVERSITY MATRIX (AS OF DECEMBER 31, 2021)
Total Number of Directors	11
	Female	Male
Directors	1	10
Number of Directors Who Identify in Any of the Categories
African American or Black	–	1
Alaskan Native or Native American	–	1
Asian	–	1
White	1	8
Did not Disclose Demographic Background	–

NOMINEES FOR CLASS II DIRECTORS – TERM EXPIRING 2025 (IF ELECTED)
Name	Position with Cannae	Age
Erika Meinhardt	Member of the Compensation Committee	63
Barry B. Moullet	Member of the Compensation Committee	64
James B. Stallings, Jr.	Chairman of the Audit Committee	66
Frank P. Willey	Member of the Audit Committee	68

Erika Meinhardt has served as a director of Cannae since July 2018. Since January 2018, Ms. Meinhardt has served as Executive Vice President of FNF, our former parent. Ms. Meinhardt has served as a member of the board of directors of Alight since July 2021. Ms. Meinhardt serves as a member of the board of directors of ASZ and AUS, which are blank check companies. 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 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.


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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 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. worked in various capacities for IBM Corporation. Mr. Stallings previously served as director of Trebia Acquisition Corp. until January 27, 2022. Mr. Stallings serves as a director of FIS and UGI Corporation.

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. 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 also serves as a director of ASZ, a blank check company, since April 2021. 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.


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CLASS III DIRECTORS – TERM EXPIRING 2023
Name	Position with Cannae	Age
Hugh R. Harris	Chairman of Corporate Governance and Nominating Committee	71
C. Malcolm Holland	Member of the Corporate Governance and Nominating Committee	62
Mark D. Linehan	Member of the Audit Committee	59

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 serves on the board of directors of ASZ and AUS, which are blank check companies. Mr. Harris previously served on the board of directors of FTAC until July 2, 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 Foley Trasimene Acquisition Corp. II. 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 30 years of experience in the banking industry.


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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 previously served as member of the board of Trebia Acquisition Corp., FTAC II and Hudson Pacific Properties, Inc., and previously served on the board of directors of Condor Hospitality Trust, Inc. Mr. Linehan serves on the board of directors of ASZ and AUS, which are blank check companies. 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.

INCUMBENT CLASS I DIRECTORS – TERM EXPIRING 2024
Name	Position with Cannae	Age
William P. Foley, II	Chairman of the Board	77
David Aung	Member of Corporate Governance and Nominating Committee	42
Frank R. Martire	Lead Independent Director Chairman of the Compensation Committee	74
Richard N. Massey	Chief Executive Officer, Director	66

William P. Foley, II has served as our Chairman since July 2017 and our non-executive Chairman since May 2018. Mr. Foley is the Managing Member and a Senior Managing Director of Trasimene Capital Management, LLC, a private company that provides certain management services to Cannae, since November 2019. 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 served as the non-executive Chairman of the board of directors of Alight since April 2021 and served on the board of its predecessor, FTAC from May 2020 until April 2021. Mr. Foley has served as director of System1 since January 27, 2022. From January 2014 until June 2021, Mr. Foley also served as Chairman of the Board of Black Knight, Inc. and its predecessors, and he served as non-executive Chairman of the board of directors of Paysafe and its predecessor, FTAC II, from March 2020 until March 2, 2022. Mr. Foley formerly served as Co-Chairman of FGL Holdings, as a director of Ceridian from September 2013 to August 2019 and as Vice Chairman of Fidelity National Information Services, Inc. (FIS). Mr. Foley also formerly served on the boards of our companies as a director of ASZ, AUS and Trebia, which are or were blank check companies, but resigned from those boards in April 2021. Mr. Foley is also CEO and Chairman of Foley Family Wines Holding, Inc., a holding company of numerous vineyards and wineries located in the U.S. and in New Zealand. 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.


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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.

David Aung has served as a director of Cannae since February 2021. Mr. Aung serves as an Investment Officer at the City of San Jose Office of Retirement Services. Mr. Aung joined the City in July 2018. Mr. Aung helped develop venture capital strategy and is responsible for diligence on prospective venture capital managers and alternative venture opportunities and matters relating to risk management and fund performance reporting. Mr. Aung served as a Principal of KKR Credit’s Risk and Analytics Group from October 2010 to April 2017. Prior to that, Mr. Aung served in roles of increasing responsibility with Trust Company of the West from April 2005 to October 2010. Mr. Aung received his B.A. in Economics from the University of California Los Angeles and his M.S. in Financial Engineering from Claremont Graduate University.

Mr. Aung’s qualifications to serve on our board include his extensive investment management and risk and analysis experience with various classes of assets and his broad knowledge of the technology used in that analysis and reporting.

Frank R. Martire has served as a director of Cannae since November 2017 and our Lead Independent Director since 2020. Mr. Martire has served as the Executive Chairman of NCR Corporation since May 2018 and as Chairman of J. Alexander’s Holdings, Inc. from September 2015 until May 1, 2019 and Lead Independent Director since May 1, 2019. Mr. Martire also served as a director of Trebia and now serves as a director of System1, since January 27, 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.


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Richard N. Massey has served as Chief Executive Officer of Cannae since November 2019 and has served on the Cannae board of directors since June 2018. In Mr. Massey’s role as our Chief Executive Officer, he serves as an executive and/or director of Cannae and some of our companies. Mr. Massey participates in the ongoing management of our companies to help them to grow and succeed in furtherance of our and our shareholders’ interests. In this capacity, Mr. Massey serves as a director of DNB since February 2019 and has served as a member of the board of Alight since April 2021 and its predecessor FTAC from May 2020 until April 2021. Mr. Massey previously served on the board of FTAC II from July 2020 until March 2021 prior to its business combination with Paysafe. Mr. Massey serves as Chief Executive Officer of ASZ and AUS, which are blank check companies, since January 2021 and previously served as a director of AUS and ASZ until April 2022.

Mr. Massey is a Senior Managing Director of Trasimene Capital Management, LLC, a privately held company, which provides certain management services to Cannae, since November 2019. Mr. Massey is also a longtime partner of Westrock Capital Partners and Bear State Advisors, both privately held multi-family investment partnerships. Mr. Massey was Chief Strategy Officer and General Counsel of Alltel Corporation from January 2006 to January 2009. From 2000 until 2006, Mr. Massey served as Managing Director of Stephens Inc., a private investment bank, during which time his financial advisory practice focused on software and information technology companies. Mr. Massey formerly served as Chairman of Bear State Financial, Inc., and as a director of FNF, Black Knight, FGL Holdings and FIS. He also serves as a director of the Oxford American Literary Project, and as Chairman of the Board of the Arkansas Razorback Foundation.

Mr. Massey has a long and successful track record in corporate finance and investment banking, a financial, strategic and legal advisor to public and private businesses, and identifying, negotiating and consummating mergers and acquisitions.

We believe that Mr. Massey is able to fulfill his roles and devote sufficient time and attention to his duties as a director and as our Chief Executive Officer, as an officer of our companies (AUS and ASZ) and as a director of two other public companies where we have an interest (Alight and DNB). In particular, Cannae is a holding company and Mr. Massey is not charged with overseeing the day-to-day operations of Cannae’s various businesses. Furthermore, as AUS, and ASZ are special purpose acquisition companies with no operations and the sole purpose of effecting a business combination. We believe that Mr. Massey has the ability to devote sufficient time to the board and his position as Chief Executive Officer of Cannae, as evidenced by his 100% attendance at board meetings and his active participation.

PROPOSAL NO. 1:

ELECTION OF 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 current number of directors is eleven. The board believes that each of the nominees will stand for election and will serve if elected as a director.


35 • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • Cannae Holdings, Inc.

At this annual meeting, the persons listed below have been nominated to stand for election to the board as Class II directors for a three-year term expiring in 2025.

Erika Meinhardt

Barry B. Moullet

James B. Stallings, Jr.

Frank P. Willey

THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE LISTED NOMINEES.

CERTAIN INFORMATION

ABOUT OUR EXECUTIVE OFFICERS

The executive officers of the Company are set forth in the table below, together with biographical information.

Name	Position with Cannae	Age
Richard N. Massey	Chief Executive Officer	66
David W. Ducommun	President	45
Bryan D. Coy	Executive Vice President and Chief Financial Officer	52
Michael L. Gravelle	Executive Vice President, General Counsel and Corporate Secretary	60

Richard N. Massey has served as Chief Executive Officer of Cannae since November 2019 and a director of Cannae since June 2018. See “Information About The Director Nominees And Continuing Directors” section above for Mr. Massey’s biographical information.

David W. Ducommun has served as our President since January 2021, Executive Vice President of Corporate Finance since August 2020 and served as our Senior Vice President of Corporate Finance from November 2017 until December 2020. Mr. Ducommun has served as President of our companies AUS and ASZ since January 2021. Mr. Ducommun also previously served as Executive Vice President of Corporate Finance of FTAC and FTAC II since August 2020 and previously as a Senior Vice President of Corporate Finance since March 2020, through July 2021. Mr. Ducommun is a Managing Director of Trasimene Capital Management, LLC, which provides certain management services to Cannae since November 2019. Mr. Ducommun served as Senior Vice President of Mergers and Acquisitions of FNF from 2011 until November 2019. He also served as Secretary of FGL Holdings from April 2016 until December 2017. Prior to joining FNF, Mr. Ducommun served as Director of Investment Banking at Bank of America Corporation, since 2008. Before Bank of America Corporation, Mr. Ducommun was an investment banker at Bear Stearns.


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Bryan D. Coy has served as our Chief Financial Officer since July 2020. Mr. Coy has also served as Chief Financial Officer of AUS and ASZ since January 2021. Mr. Coy previously served as Chief Financial Officer of FTAC from July 2020 through July 2021, and of FTAC II from July 2020 through March 2021. Mr. Coy also served as Chief Financial Officer of Black Knight Sports & Entertainment, LLC, which is the private company that owns the Vegas Golden Knights, a National Hockey League team, from October 2017 to April 2021. Since July 2020, Mr. Coy has served as a Managing Director of Trasimene Capital Management, LLC, which provides certain management services to Cannae. He also served as Chief Financial Officer of Foley Family Wines from 2017 until 2019. Prior to that, Mr. Coy served as Chief Accounting Officer of Interblock Gaming, an international supplier of electronic gaming tables, from September 2015 to October 2017. He served as Chief Financial Officer – Americas and Global Chief Accounting Officer of Aruze Gaming America from July 2010 through September 2015.

Michael L. Gravelle has served as Executive Vice President, General Counsel and Corporate Secretary of Cannae since April 2017. Mr. Gravelle also serves as General Counsel and Corporate Secretary of our companies AUS and ASZ since January 2021. Mr. Gravelle has served as Executive Vice President, General Counsel and Corporate Secretary of FNF since January 2010 and served in the capacity of Executive Vice President, Legal since May 2006 and Corporate Secretary since April 2008. Mr. Gravelle has also served as Executive Vice President and General Counsel of Black Knight and its predecessors since January 2014 and served as Corporate Secretary of Black Knight from January 2014 until May 2018. Mr. Gravelle previously served as General Counsel and Corporate Secretary of FTAC II from July 2020 through March 2021 and FTAC from March 2020 to July 2021.

COMPENSATION DISCUSSION

AND ANALYSIS AND EXECUTIVE

AND DIRECTOR COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

The following discussion and analysis of compensation programs should be read with the compensation tables and related disclosures that follow. This discussion contains forward-looking statements that are based on our current plans and expectations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from the programs summarized in this discussion. The following discussion may also contain statements regarding corporate performance targets and goals. These targets and goals are disclosed in the limited context of our compensation programs and should not be understood to be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

Overview

In this compensation discussion and analysis, we provide an overview of our named executive officers’ (named executive officer or NEO) compensation for fiscal year 2021.


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In 2021, our named executive officers were:

•

Richard N. Massey, Chief Executive Officer

•

David W. Ducommun, President

•

Bryan D. Coy, Chief Financial Officer

•

Michael L. Gravelle, Executive Vice President, General Counsel and Corporate Secretary

External Management

The Company, Cannae LLC, and the Manager, entered into the Management Services Agreement which became effective September 1, 2019 (as amended), which sets forth the terms and condition of our relationship with our Manager. Our named executive officers Messrs. Massey, Ducommun and Coy as well as our non-executive Chairman Mr. Foley are members of the Manager. Pursuant to the Management Services Agreement, certain services related to the management of the Company are conducted by the Manager through the authority delegated to it in the Management Services Agreement and in accordance with the operational objectives and business plans approved by the Company’s board of directors. Subject at all times to the supervision and direction of the board, the Manager is responsible for, among other things, (a) managing the day-to-day business and operations of the Company and its subsidiaries, (b) evaluating the financial and operational performance of the Company’s subsidiaries and other assets, (c) providing a management team to serve as some of the executive officers of the Company and its subsidiaries, and (d) performing (or causing to be performed) any other services for and on behalf of the Company and its subsidiaries customarily performed by executive officers and employees of a public company.

Pursuant to the terms of the Management Services Agreement, Cannae LLC pays the Manager a quarterly management fee equal to 0.375% (1.5% annualized) of the Company’s cost of invested capital (as defined in the Management Services Agreement) as of the last day of each fiscal quarter, payable in arrears in cash, as may be adjusted pursuant to the terms of the Management Services Agreement (the Management Fee). Cannae LLC is responsible for paying costs and expenses relating to the Company’s business and operations. Cannae LLC reimburses the Manager for documented expenses of the Manager incurred on the Company’s behalf, including any costs and expenses incurred in connection with the performance of the services under the Management Services Agreement. The total Management Fee paid or payable for the year ended December 31, 2021 from Cannae LLC to our Manager was approximately $33.6 million. The Management Fee was reduced in an amount equal to $2.1 million for the salaries paid by Cannae LLC to certain executive officers as described below.

As part of the Externalization, Cannae established the Manager Incentive Program (MIP) to make incentive payments to the manager through a carried interest program with respect to all of Cannae’s interests (other than Ceridian). See “Manager Incentive Program” section for further information.

The externally managed structure improves tax efficiency for Cannae and also for the Manager. We expect that all management fees and incentive payments will be effectively tax-deductible for Cannae. At the same time, incentive payments at the Manager can be structured to receive capital gains treatments instead of ordinary income tax treatment applicable to equity awards from Cannae.


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The Management Services Agreement has an initial term of five years, expiring on September 1, 2024. The Management Services Agreement will be automatically renewed for one-year terms thereafter unless terminated by either the Company or the Manager in accordance with the terms of the Management Services Agreement.

The Company conducts its business through Cannae LLC in accordance with the terms of that certain Amended and Restated Operating Agreement of Cannae LLC (Operating Agreement) by and among Cannae LLC and the Company, the Manager and Cannae Holdco, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company.

For so long as the Management Services Agreement is in effect, the Company, as managing member of Cannae LLC, authorizes the Manager to (a) designate officers of the Company and Cannae LLC and (b) perform, or cause to be performed, the services as are set forth in the Management Services Agreement.

EXECUTIVE SUMMARY

FINANCIAL HIGHLIGHTS

We are an externally managed holding company engaged in actively managing and operating a group of companies, which we are committed to supporting for the long-term. From time to time, we also seek to take meaningful majority and minority equity ownership stakes where we have the ability to control or significantly influence quality companies, and we bring the strength of our operational expertise to each of our subsidiaries. Our strategy for the Company is to continue to manage and operate the diversified businesses of our group of companies to create long-term growth of those businesses in order to maximize the value of those businesses for our shareholders, and to pursue similar strategies and objectives when taking significant ownership stakes in new businesses.

Our goal is to acquire quality companies that are well-positioned in their respective industries, run by best-in-class management teams in industries that have attractive organic and acquired growth opportunities. We leverage our operational expertise and track record of growing industry leading companies in our active interaction with management of acquired companies, directly or through our board. This approach allows us to have a meaningful role in the operation of our acquired companies, through which we seek to help drive the success of those companies and ultimately provide value for our shareholders.

Our executive management team and the team of our Manager have a proven track record of identification and management of businesses. Their breadth of knowledge of capital markets allows us to identify companies and strategic assets with attractive value propositions, to structure ownership interests to maximize the value of our active engagement in the operation of those companies, and to create and ultimately return the value created to shareholders.

Implementing this approach of generating shareholder value through our active involvement with our acquired companies, over the last seven years, Bill Foley and our executive management team have created approximately $3.23 billion in realized value for Cannae shareholders as summarized in the following table.


39 • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • • Cannae Holdings, Inc.

Cannae Significant Monetization and Value Creation Milestones (in millions)
Initial Acquisition	Disposition Timing	Company¹	Disposition Method	Cash or Other Value Received at Disposition	Original Investment – Cost	Realized Value in Excess of Cost
September 2020	February 2022	Optimal Blue	Sale	$578.0	$289.0	$289.0
November 2007	Nov. 2018 - Jan. 2022	Ceridian³	Partial Sale	$1,927.4	$435.8	$1,491.6
February 2019	June 2021	Dun & Bradstreet	Partial Sale	$186.0	$66.4	$119.6
December 2019	Nov. 2020 - Feb. 2021	CoreLogic⁸	Sale	$481.7	$292.1	$189.6
November 2007	July 2018	Lifeworks	Sale	$56.2	—⁴	$56.2
December 2012	June 2017	One Digital	Sale	$560.0	$101.0	$459.0
November 2007	2015 - 2016	Comdata / Fleetcor	Sale	$330.3⁵	—⁴	$330.3
September 2012	September 2015	J. Alexander’s	Spin-off to shareholders	$128.0⁶	$79.0	$49.0
December 2007	January 2015	Remy	Spin-off to shareholders	$332.0⁷	$83.8	$248.2
Total				$4,579.6		$3,232.5

1.	Black Knight acquired Cannae’s 20% interest in Optimal Blue for $144.5 million in cash and 21,825,816 shares of DNB stock on February 15, 2022.

2.	Refer to Cannae’s Annual Reports on Form 10-K covering the periods indicated for further information on each acquisition and subsequent value realization.

3.	Discussed in further detail below.

4.	Cost for Ceridian represents gross initial cost without factoring in historical distributions of Lifeworks Corporation Ltd. (Lifeworks) and FleetCor. Lifeworks and FleetCor acquired as distributions through our ownership of in Ceridian with no additional cash outlay by the Company.

5.	Represents Cannae and its predecessor’s cash proceeds from Ceridian HCM Holding, Inc.’s (Ceridian) sale of Comdata Inc. (Comdata) to FleetCor Technologies, Inc. (FleetCor) and subsequent sales of FleetCor stock.

6.	Based on $9.73 closing price per J. Alexander’s Holdings, Inc. share at spin-off on September 29, 2015.

7.	Based on $19.98 closing price per Remy International, Inc. (Remy) share at spin-off on January 2, 2015. Remy was later acquired by BorgWarner Inc. on November 10, 2015 for $29.50 per share.

8.	This acquisition was made in connection with a transaction that ultimately did not close.


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Ceridian. On November 9, 2007, Fidelity National Financial, Inc. (FNF) as Cannae’s predecessor, along with a partner, acquired Ceridian for approximately $5.3 billion. Cannae contributed approximately $527 million of the total $1.6 billion equity funding for the acquisition. Over the next ten plus years, largely through Mr. Foley’s significant investments of time and efforts on behalf of Cannae and as a long-term director of Ceridian, Ceridian was transformed from a legacy mainframe business model to a modern cloud-based software-as-a-service business model. This hard work was rewarded on April 30, 2018, when Ceridian closed an initial public offering (IPO) of 24.2 million shares of its common stock. Based on the three-day volume weighted average of Ceridian’s post-IPO closing stock prices $29.90, our approximately 37 million share interest in Ceridian was worth approximately $1.1 billion at the time of the IPO, representing an increase in the value of our Ceridian interest of approximately $670.5 million (excluding gains related to certain Ceridian shares acquired through a private placement).

We retained the majority of our interest in Ceridian immediately following its IPO, and the value of our interest has increased substantially since the IPO, and as previously discussed, during 2018 and 2019 we completed several secondary public offerings of Ceridian shares.

During the year ended December 31, 2021, we completed the sale of an aggregate of 4 million shares of common stock of Ceridian as part of three separate transactions (Ceridian Share Sales) pursuant to Rule 144 of the Securities Act of 1933, as amended (the Securities Act) or the terms of a covered call agreement. In connection with the Ceridian Share Sales, we received aggregate proceeds of approximately $400.8 million. Since December 31, 2021, we have completed the sale of an additional 2 million shares of CDAY for proceeds of $173.3 million. As of March 31, 2022, we own 8 million shares of Ceridian common stock, or approximately 5% of the outstanding common stock of Ceridian.

Dun & Bradstreet. As of March 31, 2022, we own 88 million shares of DNB common stock, or approximately 20% of DNB.

Sightline. On March 31, 2021, we closed on a $32.0 million acquisition of an ownership interest in Sightline, a fintech company that enables cashless, mobile and omnichannel payment solutions for the gaming, lottery, sports betting, entertainment and hospitality businesses. On August 16, 2021, we acquired an additional $240.0 million of ownership interest in Sightline. As of December 31, 2021, Cannae owns approximately 33% of the outstanding equity of Sightline.

CoreLogic. On December 12, 2019, we entered into a joint venture (the Senator JV) with affiliates of Senator Investment Group, LP (Senator) designed to provide a mechanism to allow us and Senator to jointly invest in and attempt to acquire CoreLogic, Inc. (CoreLogic). Cannae contributed a total of $292.1 million and initially held a 49% interest in the Senator JV. During 2020, Cannae and Senator submitted proposals to CoreLogic’s board of directors pursuant to which Cannae and Senator would acquire CoreLogic. These proposals were rejected, a special meeting of CoreLogic shareholders was called to elect independent directors to the CoreLogic board and three directors nominated by Senator and Cannae were appointed to CoreLogic’s board of directors.

In the fourth quarter of 2020 and through April 2021, Cannae received distributions totaling $481.7 million from the Senator JV and we have no further equity interest in the Senator JV.


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Optimal Blue. On September 15, 2020, Black Knight closed on its acquisition of Optimal Blue Holdco, LLC (Optimal Blue), a leading provider of secondary market solutions and actionable data services. Cannae, in connection with the closing of the acquisition by Black Knight, funded its previously announced commitment to purchase 20% of the equity of Optimal Blue for $289.0 million. On February 15, 2022 Black Knight purchased from us our entire 20% equity interest in Optimal Blue for a combination of $144.5 million in cash and approximately 21.8 million shares of DNB common stock, representing a book gain of approximately $313.0 million.

SEC Form DEF 14A filed by Cannae Holdings Inc.