Sector: Financials
FIRST AMERICAN FINANCIAL CORP · Meeting: May 12, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Class I Directors
Mr. Seaton was appointed CEO and director on April 10, 2025, which is less than 24 months before the meeting date, so he is exempt from the TSR underperformance trigger under the new-director exemption; he has relevant deep company experience spanning 20 years and his independence designation (non-independent) is appropriate for an executive director.
Ms. Spence has served since 2022 and brings deep title insurance industry expertise as a former CEO of a company subsidiary; FAF's 3-year price return of 22.7% is strong positive, and the company's TSR ranked at the 59th percentile vs. the S&P MidCap 400 (^MDY — S&P MidCap 400) over the 2023-2025 period, meaning there is no underperformance trigger to apply; no attendance, overboarding, or independence concerns are identified.
Ms. Wahl was appointed September 10, 2024, which is less than 24 months before the meeting date, so she is exempt from the TSR underperformance trigger under the new-director exemption; she brings relevant marketing and consumer brand experience from major companies including GM, McDonald's, and PulteGroup, and serves only on the Governance committee with no independence or attendance concerns.
All three Class I nominees — the new CEO, a former industry subsidiary chairman, and a recently appointed marketing executive — pass all policy screens. FAF's 3-year TSR of approximately 22.7% and relative TSR at the 59th percentile vs. the ^MDY — S&P MidCap 400 benchmark over 2023-2025 show no underperformance trigger. Two of the three nominees qualify for the 24-month new-director exemption. No overboarding, attendance, or independence concerns were identified for any nominee.
CEO
Kenneth D. DeGiorgio
Total Comp
$9,615,256
Prior Support
93%%
Prior Say on Pay support was approximately 93%, well above the 70% threshold that would require visible remediation. The compensation program is heavily weighted toward variable pay — approximately 88% of the CEO's target pay is at risk — with long-term incentive awards tied directly to 3-year total shareholder return relative to the ^MDY — S&P MidCap 400 benchmark, which is a strong performance metric. The 2023 performance stock awards paid out at 137% of target based on FAF's TSR ranking at the 59th percentile vs. the ^MDY — S&P MidCap 400 benchmark, demonstrating genuine pay-for-performance alignment; annual incentive payouts at 142% of target also reflected measurable outperformance against pretax margin and return on equity goals. The company has a robust clawback policy, no hedging or pledging is permitted, and the compensation committee is composed entirely of independent directors using an independent compensation consultant.
Auditor
PricewaterhouseCoopers LLP
Tenure
17 yrs
Audit Fees
$6,859,258
Non-Audit Fees
$2,186,506
PwC has served as FAF's auditor since 2009, giving it approximately 17 years of tenure — well below the 25-year threshold that would trigger a No vote. Non-audit fees (audit-related fees of $1,783,925 plus tax fees of $371,581 plus other fees of $31,000 = $2,186,506) represent approximately 32% of core audit fees ($6,859,258), which is comfortably below the 50% independence-concern threshold. PwC is a Big 4 firm appropriate for a $6.2 billion market cap company, and no material restatements were identified.
2 proposals submitted by shareholders
Proposal 3
This is a board-proposed charter amendment that directly improves shareholder rights by replacing a 66⅔% supermajority vote requirement with a simple majority vote requirement for director removal, certificate of incorporation amendments, and bylaw amendments. The proposal is clearly pro-shareholder: it lowers the bar for shareholders to effect governance changes and was prompted by majority shareholder support for a similar non-binding proposal at the 2025 annual meeting, demonstrating genuine board responsiveness. Under the policy's charter amendment guidance, this change moves governance in a better direction and deserves support.
Proposal 4
This board-proposed charter amendment eliminates the classified (staggered) board structure and phases in annual director elections over three years, which is a mainstream and widely supported governance improvement that increases board accountability to shareholders. Annual elections mean every director faces a shareholder vote each year, giving investors more regular opportunities to express views on individual director performance. The three-year phase-in is a reasonable approach to maintaining stability during the transition, and the proposal also lowers the director removal vote threshold to a simple majority, consistent with the supermajority elimination in Proposal 3.
The 2026 FAF annual meeting features five proposals, all of which merit support. The director slate is clean with no TSR, overboarding, or independence concerns; the auditor ratification is straightforward with low non-audit fees and below-threshold tenure; Say on Pay reflects a well-structured, genuinely performance-linked pay program with 93% prior-year support; and both charter amendment proposals (eliminating supermajority voting requirements and declassifying the board) are meaningful pro-shareholder governance improvements that the Board is proactively advancing in response to investor feedback.
10 companies disclosed in 2026 proxy filing
