Cannae Holdings Highlights Board’s Operational Strength Ahead of Key Vote
Operational and Governance Experience Drives Cannae’s Board Nominees
As Cannae Holdings prepares for its Annual Meeting on December 12, the company is calling on shareholders to support its director nominees, highlighting the depth of their experience in operational leadership, governance, and capital management. With the backdrop of a contest led by Carronade Capital—whose slate is described as narrowly focused on distressed debt—Cannae is doubling down on its commitment to building long-term value through robust oversight and strategic board refreshment.
Board Refreshment Focuses on Industry-Relevant Skills and Capital Discipline
Over the past 21 months, Cannae has undergone significant board and governance changes, aiming for a better alignment with shareholder interests. This has included the appointment of an independent chairman, declassification of the board, and substantial cost reductions via management internalization (notably an 81% cut in related costs). Three new independent directors have also joined, bringing backgrounds in investment management, financial oversight, and corporate governance. Cannae contends these steps have created a governance structure primed for sustainable, long-term value creation.
Cannae’s Nominee Roster Emphasizes Relevant, Diverse Expertise
| Nominee | Core Experience | Industry Background |
|---|---|---|
| James B. Stallings, Jr. | Technology leadership; cyber risk oversight; major public company executive roles, including 20+ years at IBM (general manager of hardware sales, Linux, and IP divisions). | Technology, cyber, investment management |
| Barry B. Moullet | Supply chain optimization; foodservice operations leadership; chief roles at Focus Brands, Darden Restaurants, KFC. | Foodservice, consumer platforms |
| Erika Meinhardt | Strategic execution; helped grow FNF to industry leader, achieving 71% higher margins than competitors during tenure. | Operational leadership, insurance, corporate growth |
| Frank P. Willey | Legal and compliance expertise; experience as public company general counsel; M&A leadership; governance roles at FNF, PMT, CKR, and more. | Legal, governance, risk management |
Skillset Contrast: Nominees Offer Operational Depth Missing From Challenger Slate
Cannae’s current nominees offer a blend of expertise—technology, supply chain, operational scaling, and legal/risk management—that directly aligns with the company's portfolio needs. By contrast, Carronade’s candidates are characterized by experience primarily in distressed debt and restructuring. Cannae argues this narrow background lacks the operational and strategic depth required for a non-distressed, growth-focused investment company. Specific criticisms include the absence of public company leadership among Carronade’s picks, short or underperforming board tenures, and insufficient experience relevant to Cannae’s core industries.
Shareholder Decision: Supporting Continuity or Risking Strategic Disruption
Cannae frames the upcoming vote as a choice between maintaining a skills-diverse, independent Board aligned with its ongoing strategy or risking a shift toward a less relevant, short-term-focused agenda. With the recent steps toward governance transparency and cost discipline, Cannae’s leadership asserts that now is not the time for disruption—especially with directors whose backgrounds may raise the company’s execution risk at a pivotal moment for value creation.
Key Takeaway for Shareholders: Experience and Fit Are Central to Long-Term Value
In summary, Cannae’s message to shareholders is clear: vote “FOR” its four director nominees to ensure oversight, operational rigor, and sustained momentum in building shareholder value. For assistance, shareholders can reach out to Innisfree M&A Incorporated or refer to the company's SEC filings for more detailed information.
Table: Cannae’s Board Nominees Versus Carronade’s Slate
| Cannae Nominee | Directly Relevant Experience | Carronade Nominee | Key Criticisms by Cannae |
|---|---|---|---|
| Stallings, Jr. | Public tech company, cybersecurity, investment management | Pietro | No public board experience, focused on distressed debt |
| Moullet | Foodservice, supply chain optimization | Kanaan | Poor track record, generalist, prior directorship underperformance |
| Meinhardt | Corporate scaling, strategic execution in insurance sector | Duster | Short board stints, no executive public company experience |
| Willey | Legal compliance, public company M&A, governance | Schaible | No public company leadership, irrelevant legal background |
Additional Voting Information: Cannae shareholders of record as of October 30, 2025, can vote at the meeting. Questions or voting assistance is available via Innisfree M&A Incorporated at (877) 750-0637. Additional proxy materials are available from the SEC and Cannae’s website.
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