Carronade Secures Unanimous Proxy Advisor Support in Bid to Reshape Cannae Board

DARIEN, CT – December 01, 2025 – Activist investor Carronade Capital has gained a decisive advantage in its contentious proxy battle with Cannae Holdings, Inc. (NYSE: CNNE), after securing the unanimous support of all three leading independent proxy advisory firms. Institutional Shareholder Services (ISS), Glass, Lewis & Co., and Egan-Jones have all recommended that Cannae shareholders vote for Carronade’s full slate of four director nominees on the GOLD proxy card.

The sweeping endorsements represent a significant blow to Cannae’s incumbent board and a powerful validation of Carronade's campaign for change ahead of the company's Annual Meeting of Shareholders scheduled for December 12, 2025. Carronade, which owns approximately 3.2 million shares, has been publicly critical of Cannae’s leadership, citing a history of poor performance, questionable capital deployment, and governance failures.

A Case Built on Underperformance and Misaligned Capital

The recommendations from the advisory firms amplify the core arguments of Carronade's campaign, pointing to deep-seated issues at the investment holding company. The report from Egan-Jones was particularly pointed, concluding that “Carronade Capital has presented a compelling case for boardroom change” and that Cannae would benefit from “a new set of independent, fresh perspectives.”

The criticisms center on several key areas:

• Financial Underperformance: Cannae's financial track record has been a primary target. The company's total shareholder return (TSR) has been in steady decline since 2021, underperforming peers and the broader market. Research shows shareholders have endured significant losses, with the stock price falling nearly 24% over the past year and recently trading near its 52-week low. The company's Q3 2025 earnings report revealed a much larger-than-expected loss, with an EPS of -$1.25 against a forecast of -$0.29. Egan-Jones cited this “persistent inability to generate sustainable shareholder value” as a core reason for its recommendation.

• Misaligned Capital Allocation: A major flashpoint has been Cannae’s deployment of capital, particularly into Special Purpose Acquisition Companies (SPACs). Between 2020 and 2024, Cannae invested over $1.2 billion into SPACs that acquired Paysafe, Alight, and System1. According to Carronade, these investments resulted in impairments and losses totaling nearly $912 million for Cannae. The Egan-Jones report highlighted that while the company absorbed these substantial losses, Cannae’s then-executive and current Vice Chairman, Bill Foley, “benefited personally” through sponsor shares and warrants that generated “outsized personal profits despite the SPACs’ overall underperformance.”

• Governance Concerns: The advisory firms echoed Carronade's concerns about systemic governance weaknesses. Egan-Jones noted “severe conflicts of interest and ‘pay-for-failure’ practices that reward executives at shareholders’ expense.” The report pointed to a “multitude of entanglements between Mr. Foley, the directors, and the companies that Cannae is pouring capital into,” which it believes has contributed to the company’s stock trading at an estimated 30+% discount to its Net Asset Value (NAV).

Cannae's Defense and Carronade's Proposed Board

Cannae's management has mounted a vigorous defense, arguing that Carronade is a short-term activist whose proposed changes are either misguided or already underway. In investor presentations, Cannae has urged shareholders to vote for its own four nominees on the WHITE proxy card: Erika Meinhardt, Barry B. Moullet, James B. Stallings, Jr., and Frank P. Willey.

Management contends it has already taken significant steps to address shareholder concerns, including appointing a new independent chairman and CEO, adding three new independent directors over the past two years, and terminating its costly external management structure, which is projected to reduce management fees from $37.7 million in 2023 to $7.6 million. The company also points to its strategic pivot from public equities to private investments and the return of nearly $500 million to shareholders via buybacks and dividends.

Cannae has directly attacked the qualifications of Carronade’s nominees, arguing their expertise in distressed debt and bankruptcy is “irrelevant to Cannae’s permanent capital model.”

Carronade's slate of nominees, however, presents a different narrative, bringing extensive experience in corporate governance, turnarounds, and financial services. The proposed directors are:

• Mona Aboelnaga: A private equity investor and experienced CEO with board experience at Webster Bank and Perpetual Limited, bringing FinTech and technology oversight skills.
• Benjamin Duster: Founder of a consulting firm specializing in operational turnarounds, with a 30-year Wall Street background in M&A and strategic advisory.
• Dennis Prieto: An investment professional with a background in restructuring and M&A from firms like Aurelius Capital and Evercore Partners.
• Chérie Schaible: A General Counsel and Senior Managing Director at Ankura Consulting with over 15 years of experience in corporate governance, complex transactions, and restructurings.

The Decisive Role of Proxy Advisors

The unanimous backing from ISS, Glass Lewis, and Egan-Jones is a critical development. These firms act as influential arbiters in proxy contests, providing voting recommendations to thousands of institutional investors who often lack the resources to conduct their own in-depth analysis of every contested election. A clean sweep of endorsements is rare and provides powerful momentum to an activist campaign.

Their collective judgment that change is warranted at the board level sends a strong signal to the market that the issues raised by Carronade are not merely the grievances of a single disgruntled investor but are substantive problems recognized by independent experts. This puts immense pressure on Cannae's board and significantly increases the likelihood that Carronade's nominees will be elected.

With the December 12 annual meeting fast approaching, all eyes are now on Cannae’s shareholders. They must weigh the incumbent board’s defensive maneuvers and promises of ongoing transformation against the powerful, unified call for change from Carronade and the market's most influential proxy advisory firms.