First American Financial (FAF) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 13, 2025, in a virtual-only format; stockholders can vote online, by phone, or mail.

• Six proposals will be voted on, including director elections, executive compensation, amendments to governance documents, incentive plan changes, auditor ratification, and a shareholder proposal.

• Board recommends voting for all management proposals and against the shareholder proposal for simple majority voting.

Voting matters and shareholder proposals

• Election of three Class III directors for a three-year term; all nominees are current directors.

• Advisory vote on executive compensation (Say on Pay); Board recommends approval.

• Amendment to Certificate of Incorporation to provide officer exculpation, aligning with Delaware law; Board recommends approval.

• Amendment and restatement of the 2020 Incentive Compensation Plan to increase share reserve and extend plan term; Board recommends approval.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2025; Board recommends approval.

• Shareholder proposal to adopt simple majority voting; Board recommends voting against, citing protection of long-term value and minority interests.

Board of directors and corporate governance

• Board consists of a mix of independent and non-independent directors with diverse backgrounds and skills.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Executive Committees.

• Majority voting in uncontested director elections; proxy access and diversity considered in nominations.

• Board leadership structure separates Chairman and CEO roles; lead independent director in place.

• Annual board and committee self-evaluations conducted.