Cannae Holdings: Is Shareholder Value at Risk?

office building in Las Vegas daytime
  • Cannae Holdings shares are trading at a 40% discount to NAV, which suggests strong investor skepticism.
  • Almost $1 billion in shareholder value may be gone because of governance and strategy issues.
  • Carronade Capital is pushing for changes on the board, indicating a possible proxy battle.
  • Cannae has given back $738 million to shareholders but still faces accusations of poor capital allocation.
  • Key worries include governance practices that favor insiders and unclear investments.

Cannae Holdings is currently experiencing a significant shareholder revolt, led by Carronade Capital. Carronade Capital is accusing the company of consistent underperformance, unclear financial management, and governance structures that benefit insiders instead of public investors. As a contentious proxy battle becomes more likely, this situation gives broader insights into how governance failures can damage shareholder value, especially in companies with varied portfolios and complex structures.

Who Is Cannae Holdings?

Cannae Holdings, Inc. (NYSE: CNNE) is a varied holding company that was created in 2017 after being spun off from Fidelity National Financial (FNF). The company was formed under the direction of William P. Foley II, a well-known businessman also associated with significant investments in companies like Black Knight, Dun & Bradstreet, and the Vegas Golden Knights NHL franchise. Cannae Holdings, based in Las Vegas, has followed a wide and sometimes loosely defined investment strategy, targeting sectors ranging from fintech and restaurant chains to data analytics and health services.

When it began, Cannae gained early traction by using Foley’s reputation for putting together mergers and acquisitions that created value. However, the absence of a clear and transparent strategy soon became obvious as some of its main investments did not perform well or remained stagnant.

One of the most important points in Cannae’s recent history was its 2020 joint offer (with Senator Investment Group) to buy CoreLogic, a global property data and analytics company, for $5.9 billion. Ultimately, the offer failed, causing observers to question the leadership’s deal-making approach and strategic clarity.

Cannae’s investment philosophy depends greatly on opportunism and value investing, but critics state that the execution has not been good enough. Ongoing underperformance, especially from public equity holdings and private investments held at cost, has increased growing dissatisfaction among investors. At the center of this issue is Carronade Capital.

The Allegations Raised by Carronade Capital

In March 2025, activist investment firm Carronade Capital sent a critical letter to Cannae Holdings’ board and shareholders. Carronade, which holds about 2.9 million shares—making it one of Cannae’s largest independent shareholders—criticized the company for not protecting and creating shareholder value.

Key Allegations

  • Lack of Strategic Coherence: Carronade contends that Cannae’s multi-sector approach lacks a clear investment thesis. It seems the company is following a general value-seeking mission instead of a focused, value-building strategy. This spread of focus has led to inconsistent returns and risk management failures.
  • Public Equity Underperformance: Several of Cannae’s publicly traded portfolio companies have performed worse than major market benchmarks. The lack of clear plans to exit or realize value further worsens investor frustration.
  • Private Investment Valuation Stagnancy: A worrying number of private holdings are still valued at their original cost, even after many years. This points to a lack of increase in value or a hesitation to reassess value—possibly to protect internal decision-making from examination.
  • Governance Concerns:
    • Directors can receive equity acceleration even if they are not re-elected, a structure that Carronade says encourages disengagement instead of accountability.
    • The board approved a repurchase of half of William Foley’s shares at a higher price than the market price—a move Carronade called “insider enrichment” that reduces overall shareholder value.

These accusations point to a systemic problem, where leadership appears to be more in line with internal stakeholders than the wider investor community.

diverse business portfolio documents on desk

A Deep Dive Into Portfolio Risks

Cannae Holdings’ portfolio includes both public and private investments across many industries. While diversification should reduce risk, it actually creates significant problems with visibility, valuation, and strategic focus.

Underperforming Public Equity Holdings

One of the biggest problems affecting shareholder value is the underperformance of several important public equity positions. The company has invested in businesses such as:

  • Dun & Bradstreet (DNB) – Although it was once a key part of Cannae’s strategy, DNB’s shares have struggled. Cannae has partially sold its stake, but critics argue that the timing and execution did not take advantage of maximum value.
  • Ceridian (Dayforce) – The holding in Dayforce has had inconsistent performance, and Cannae recently sold a large part of its investment. Again, the lack of transparency makes it unclear if it was a well-timed sale or a defensive liquidation.

Private Equity Valuation Policies

Cannae values most private investments at cost instead of updating them with fair market appraisals or third-party revaluation practices. While this is common in early-stage venture investing, this approach is not suitable for a public holding company that is expected to be transparent. Assets like unnamed restaurant chains and fintech platforms are still unclear parts of the portfolio.

Investor Frustration

These portfolio decisions directly damage trust. For traditional investors, and especially those in real estate who are used to marked-to-market valuations, this lack of clarity is unacceptable. It brings up important questions about how shareholder value is calculated, maintained, or increased over time.

falling stock chart on computer screen

Why Recent Underperformance Is Sounding Alarms

Cannae Holdings’ financial performance shows a concerning picture:

  • Share Price Decline: The stock has fallen by almost 50% over the last five years, significantly underperforming both market indices and similar holding companies (Cannae Holdings, 2024).
  • NAV Discount: Perhaps most worryingly, Cannae’s shares are trading at a 40% discount to their net asset value (Carronade Capital, 2025). While NAV discounts are normal for holding companies because of liquidity worries and conglomerate structures, a 40% gap indicates deep investor distrust.
  • Inefficient Capital Deployment: Carronade’s analysis shows that poor deal-making and holding on to underperforming companies for too long have destroyed up to $1 billion in value.

These figures, together with growing examination from institutional investors, highlight why shareholder discontent has reached a critical point.

How Cannae Holdings Is Responding

Faced with strong criticism and a growing revolt, Cannae Holdings has started to put in place reforms—although Carronade believes they are too little, too late.

Strategic Actions Taken

  • Revamped Board Compensation: In a clear response to investor worries, Cannae changed director compensation from packages that were mostly cash to equity-based incentives. The goal is to better connect board interests with long-term shareholder value.
  • Aggressive Share Buybacks: From 2020 to 2024, Cannae gave back about $738 million to shareholders through buybacks, reducing its outstanding shares by 35% (Cannae Holdings, 2025). Critics argue that while buybacks offer short-term relief, they are not a replacement for fundamentally sound performance.
  • Asset Liquidations: The company has sold $470 million worth of equity stakes, including significant sales from Dun & Bradstreet and Dayforce, reallocating the money into repurchases and specific investments.
  • Public Communication Campaign: Cannae’s leadership has used letters and press releases (e.g., BusinessWire statements) to counter Carronade’s message and defend its board’s competence and portfolio strategy.

William Foley argues that these actions clarify the company’s intentions and reduce the valuation discount.

Proxy Battle: An Inflection Point

The dispute is quickly moving toward a proxy contest. Carronade Capital has said it plans to nominate four independent directors at the upcoming 2025 annual meeting. This development makes the situation more serious, changing it from a critique to a formal attempt to replace or rebalance the board.

What’s At Stake?

  • Boardroom Control: New directors could change the power dynamic, possibly limiting Foley’s influence.
  • Portfolio Realignment: Carronade-backed nominees may push for quicker sales of stagnant holdings.
  • Governance Reform: Structural changes, potentially including removing preferential treatments and putting in place independent valuation procedures, could follow.

Shareholders, especially institutional ones with fiduciary duties, will have to consider if change is worth the short-term disruption.

luxury high rise buildings in Las Vegas

A Real Estate Investor’s Take: Lessons From Las Vegas

Las Vegas, where Cannae is based, offers a helpful way to understand why financial governance is important. In a market known for ups and downs, speculative behavior, and quick capital turnover, accountability and clarity are very important.

Tips for Real Estate Investors:

  • Scrutinize Investment Governance: Whether you’re supporting a REIT or a general partnership, ask hard questions about decision-making power and alignment.
  • Transparency Over Hype: Big promises do not protect capital—detailed disclosures and valuations that are independently verified do.
  • Local Ties Aren’t Enough: Even local companies must meet professional standards. Do not assume that being nearby means accountability.

Experienced people like Steve Hawks emphasize that intuition must be combined with careful work if investors want to avoid repeating the Cannae-type situation.

real estate investment meeting with charts

National Implications in the Real Estate Investment Industry

Cannae’s ongoing crisis is more than just a warning—it shows systemic risks in the wider investment area.

Broader Concerns for Investors

  • Opaque NAVs Across Similar Firms: REITs, BDCs, and holding companies may also have hidden value problems that are hidden by poor disclosure or confident statements.
  • Activism as an Accountability Tool: More and more, shareholders are using activism not just to create value but to enforce basic governance standards across sectors—including entities focused on real estate.
  • Risk of Insider Control: When company insiders can decide on compensation or capital decisions on their own, minority shareholders often experience the negative effects.

Outlook: What Lies Ahead for Shareholders

With the 2025 annual shareholder meeting coming soon, several developments deserve attention:

  • Outcome of Director Votes: New people on the board could start operational change or force the sale of troubled assets.
  • Buyback vs. Growth Debate: Continued repurchases may increase EPS metrics but do little for true value unless they are connected to a wider plan to increase value.
  • Clarity Around Private Assets: Look for revised disclosures, third-party valuations, or announcements about selling assets—all of these are signs of progress.

Finally, institutional investors will play a very important part in deciding if Cannae undergoes governance reform or continues under its current structure.

Final Thoughts: Strategy Is Nothing Without Transparency

Cannae Holdings vs. Carronade Capital shows a wider truth that applies across public markets, venture capital, and real estate: good strategy without real transparency is risky. Investors must look beyond revenue predictions and press releases to find out if shareholder value is truly protected.

This case encourages every portfolio holder—from Wall Street investors to Las Vegas real estate syndicators—to remain watchful, push for meaningful oversight, and understand NAV discounts not as good deals, but as possible warning signs.

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