F&G ANNUITIES AND LIFE INC (FG)
Sector: Financials
2026 Annual Meeting Analysis
F&G ANNUITIES AND LIFE INC · Meeting: June 24, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of three Class I directors to serve until the 2029 annual meeting of shareholders
Mr. Martinez joined the board in April 2023 (within 24 months of the meeting date), making him exempt from the TSR underperformance trigger; he brings relevant financial and executive leadership experience and serves as an audit committee financial expert.
FG's 3-year price return of +77.9% outperforms the peer group median of +54.1% by +23.8 percentage points, well below the 65-point threshold required to trigger a vote against under the strong-positive TSR tier; Mr. Nolan brings decades of insurance industry experience and no overboarding, attendance, or independence concerns are identified.
FG's 3-year TSR outperforms the peer group median by +23.8 percentage points, far below the 65-point threshold needed to trigger a vote against; Mr. Rood joined in December 2022, has relevant real estate, governance, and financial expertise, and no attendance, independence, or overboarding concerns are identified.
All three Class I nominees receive a FOR vote. FG's 3-year total return of +77.9% outperforms the company-disclosed peer group median of +54.1% by +23.8 percentage points, which is well under the 65-point underperformance threshold required to trigger a vote against directors under the strong-positive TSR tier. Mr. Martinez is additionally exempt as a director who joined within the past 24 months. No overboarding, attendance, independence, or qualification concerns are identified for any nominee.
Say on Pay
✓ FORCEO
Christopher O. Blunt
Total Comp
$10,875,126
Prior Support
N/A
CEO total compensation of $10,875,126 is reasonable for a Financial Services company with a $3.9 billion market cap, and the pay mix is heavily weighted toward variable pay — approximately 95% of CEO pay consists of performance-based equity awards and annual cash incentives, well above the 50-60% variable pay threshold required by policy. The company's 3-year stock return of +77.9% outperforms the peer group median of +54.1% by +23.8 percentage points, demonstrating that above-benchmark incentive pay is aligned with strong shareholder outcomes. The company maintains a clawback policy, robust stock ownership guidelines, and uses meaningful performance conditions (Adjusted Net Earnings) for equity vesting, with no purely time-vested awards for most NEOs.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
5 yrs
Audit Fees
$5,414,000
Non-Audit Fees
$101,000
Non-audit fees (tax services of $101,000) represent approximately 1.9% of audit fees ($5,414,000), well below the 50% threshold that would raise independence concerns. EY has served as auditor since 2020 (approximately 5 years), far below the 25-year tenure threshold. No material restatements are disclosed. EY is a Big 4 firm appropriate for a company of FG's size and complexity.
Overall Assessment
The 2026 F&G Annuities & Life annual meeting presents three standard proposals — director elections, Say on Pay, and auditor ratification — all of which receive a FOR vote. FG's strong 3-year total return of +77.9% outperforms its disclosed peer group, executive compensation is heavily performance-based and aligned with shareholder outcomes, and the auditor relationship presents no independence or tenure concerns.
Compensation Peer Group
11 companies disclosed in 2026 proxy filing