Carronade Capital files proxy statement challenging Cannae board

Carronade Capital Master, LP filed a definitive proxy statement nominating four directors for election to the board of Cannae Holdings, Inc. (NYSE: CNNE) at the company's 2025 annual meeting. Carronade, which owns approximately 3.2 million shares and describes itself as one of Cannae's top shareholders, is seeking to replace four incumbent directors.

The investment firm nominated Mona Aboelnaga, Benjamin Duster, Dennis Prieto and Cherie Schaible for election to Cannae's board. Carronade is asking shareholders to vote against incumbent directors Erika Meinhardt, Barry Moullet, James Stallings Jr. and Frank Willey.

Carronade cited Cannae's stock performance as justification for the board challenge. According to the filing, Cannae delivered a negative 5.2% total shareholder return from its 2017 spinout through March 2025, and has traded at an average discount to net asset value of 37% over the past three years. The firm stated Cannae shares returned negative 21%, 28% and 37% over one, three and five-year periods preceding Carronade's public engagement, while peer companies returned positive 30%, 41% and 192% respectively over the same timeframes.

The proxy statement also criticized executive compensation at Cannae. Carronade stated that since 2017, founder Bill Foley, affiliated external managers and management received $650 million in compensation while shareholders earned less than 1% annually. The filing noted Foley received nearly $17 million in payments associated with his transition to vice chairman despite total shareholder return lagging peers by 30% during his 15-month tenure as acting CEO.

Carronade's nominees include Aboelnaga, managing partner of K6 Investments with over 35 years of investment management experience; Duster, CEO of Cormorant IV Corporation with 45 years of business experience; Prieto, chief restructuring officer at Last Step Recycling with 16 years of financial analysis experience; and Schaible, founder of CLS Advisory and former general counsel positions.

The investment firm launched a website at ImproveCannae.com to support its campaign. Carronade Capital Management, founded in 2019, manages approximately $2.6 billion in assets.

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