Cannae Holdings, Inc. Announces Executive Management Succession, Board Refreshment, and Additional Strategic Actions to Unlock Shareholder Value

William P. Foley, II, appointed as Vice Chairman of the Board

Doug Ammerman appointed Chairman of the Board

Ryan Caswell appointed Chief Executive Officer

Expands Relationship with JANA Partners, Broadening Cannae's Ability to Allocate Capital to Proprietary Acquisition and Investment Opportunities

Appoints Two New Independent Directors with Significant Investment & Governance Experience to Enhance Strategy

Declassifying the Board

Reiterates Commitment to Strategy for Long-Term Value Creation

LAS VEGAS--(BUSINESS WIRE)--May 12, 2025-- 

Cannae Holdings, Inc. (NYSE: CNNE) ("Cannae" or the "Company") today announced that the Company's Board of Directors (the "Board") has approved a series of strategic actions designed to unlock shareholder value; including diversifying the Company's portfolio; broadening its capital allocation opportunities and appointing two new independent directors to its Board with significant investment and governance experience. In addition, the Board announced an executive management succession, details of which are below.

Executive Management Succession

As of today, May 12, 2025, William P. Foley, II has transitioned as Cannae's CEO and Chairman of the Board and assumed the role of Vice Chairman of the Board. Independent Cannae Board member Doug Ammerman has been appointed Chairman of the Board and Cannae's current President, Ryan R. Caswell, has been appointed as Chief Executive Officer.

This enables Cannae to continue to leverage Mr. Foley's expertise, track record, and acumen developed over his illustrious career. Mr. Foley will focus on Cannae's sports and entertainment and spirits businesses, including Black Knight Football and Minden Mill, as well as strategic investments, and mergers, acquisitions and dispositions.

Mr. Foley commented, "When I stepped in as Cannae's CEO, I initiated a strategic plan focused on rebalancing our portfolio, returning capital to shareholders, and improving the operational performance of Cannae's portfolio companies. I am very proud of what we have achieved across all three legs of our plan and believe this momentum positions Cannae for long term success. As a result, I believe this is the right time for me to transition to Vice Chairman of the Board. As part of this transition, I am excited to partner with Ryan and Doug, who are exceptional leaders with track records of success. We will look to leverage the unique attributes of Cannae, our portfolio of assets, and permanent capital to position the business for long term success. As Cannae's 2(nd) largest shareholder, and having served as Chairman since inception in 2017, I am extremely confident in our Board and management team, and the long term outlook for Cannae."

Ryan Caswell added, "I am grateful to Bill for his mentorship and all that he has provided to Cannae and its portfolio companies. We have made great progress and have significant opportunities in front of us to increase shareholder value. I look forward to working with Bill, Doug, the Board and our portfolio companies, to continue the strategy Bill has laid out to position Cannae for long term success."

Board Chairman Doug Ammerman concluded, "As a permanent capital investment vehicle with the goal of delivering superior returns to shareholders, today's executive management succession is an important step for the long-term success of Cannae. I would like to thank Bill for his ongoing contributions to Cannae and I am looking forward to my continued relationship with him and Ryan as we continue to execute our long-term strategic plan."

JANA Partners Strategic Relationship Update

Cannae also announced today an expansion of its strategic relationship with JANA Partners ("JANA"), an investment firm focused on creating value through shareholder engagement. Cannae has entered into an agreement to acquire an additional 30% stake in JANA, and post-closing will have total ownership of 50%. This acquisition represents another step in Cannae's strategy to rebalance its portfolio away from current public company investments to attractive companies that produce cash flow.

This additional investment in JANA broadens the scope of the successful partnership established in February 2024, enhancing and expanding Cannae's ability to allocate capital towards proprietary acquisition and investment opportunities that complement JANA's strategy and investment activities. The widened strategic relationship also provides Cannae with additional ownership in a high-performing, attractive private company and a greater share of the benefits realized by JANA from the broadened partnership. JANA has already surfaced multiple unique investment opportunities for Cannae, including control acquisitions, spin-merger opportunities and other strategic and capital solution transactions.

JANA is an investment manager founded in 2001 and led by Executive Chairman and Founder Barry Rosenstein and Managing Partner Scott Ostfeld. JANA has built a reputation and track-record over its 24-year history as a leader in engaged investing, driving shareholder value, and improving governance at public companies. With its trailblazing model of partnering with industry operators to unlock value, JANA has delivered industry leading returns to investors in its funds.

At closing, Cannae will acquire an additional 30% ownership, resulting in total ownership of 50%, in exchange for an upfront payment of $67.5 million, with potential further payments aggregating $26 million contingent upon certain future period Assets Under Management thresholds. The transaction is expected to close in the third quarter of 2025.

Independent Board of Directors Additions

The Company today also announced that William ("Bill") Royan and Woodrow ("Woody") Tyler have been appointed to the Board as independent directors, effective as of June 1, 2025. Mr. Royan and Mr. Tyler both bring strong track records in investment management, having successfully worked at both public pensions and private investment funds where each oversaw and managed multi-billion dollar portfolios across a variety of strategies. Furthermore, each has extensive governance experience working with portfolio companies, boards and other stakeholders to make strategic decisions that drive future value. These appointments build on Cannae's strategic plan, announced in February 2024, focused on improving Cannae's stock price and closing the discount to net asset value.

Board Chairman Doug Ammerman, commented, "Bill and Woody bring a unique collection of operational and strategic skills and deep governance experience to our Board. We believe these additional independent directors will accelerate the execution of our strategic plan and bring additional governance experience to our Board."

Mr. Royan has extensive experience in the investment industry and has served as a director of numerous public and private companies. He is a Founding Partner of Markets Infrastructure Partners, a specialist in alternative asset management dedicated to investments in the global financial markets infrastructure sector. Mr. Royan is also the Founding Partner and Chair of the Investment Committee at GPI Capital, a growth-oriented, structured equity alternative investment firm. He previously served as Head of Relationship Investing at Ontario Teachers' Pension Plan, where in addition to his direct investing role, he was responsible for environmental, social and governance policies and engagement with portfolio companies, and where he also was responsible for their ownership of Glass Lewis, the shareholder advisory services company.

Mr. Royan currently serves as a director of Zeta Global Holdings $(ZETA)$, a marketing technology company, and Sun Hung Kai (HK: 86), a Hong Kong-based financial institution focused on alternative investments and wealth management. He previously served as Chair of the Governance Committee of the Board of Directors of TMX Group (TSX: X), which operates the Toronto Stock Exchange and other market exchanges. Mr. Royan has also served as a director of BTG Pactual (BZ: BPAC 11), the global financial services firm.

Mr. Tyler is an accomplished investment executive with significant experience allocating capital across a variety of public and private investment strategies. He most recently served as the Chief Investment Officer of the Detroit Police & Fire Pension, where he led the investment process and oversaw fund allocations and administration for the $2.7 billion public retirement plan. Mr. Tyler previously served in multiple executive-level roles with the State of Michigan Pension Fund, the Michigan Bureau of Investments, and the UAW Retiree Medical Benefit Trust. He currently serves as an investment committee member of the Michigan Health Endowment Fund.

Mr. Royan will serve as a Class I director until Cannae's 2027 annual meeting, and Mr. Tyler will serve as a Class III director until Cannae's 2026 annual meeting. Mr. Royan will serve on Cannae's Corporate Governance and Nominating Committee and Related Person Transaction Committee and Mr. Tyler will serve on Cannae's Related Person Transaction Committee.

Corporate Strategy Progress Update

The Board remains committed to its strategy of creating long-term sustainable shareholder value through the execution of three key priorities: 1) rebalancing the portfolio away from current public investments and opportunistically investing in attractive companies with positive cash flows; 2) returning capital to shareholders; and 3) improving the operational performance of Cannae's portfolio companies.

Today's announcements are the most recent in a series of steps taken in concert with this strategy since the Board internalized its external manager structure and implemented a strategy to unlock value including:

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May 12, 2025 16:10 ET (20:10 GMT)