First American Financial (FAF) Proxy Filing summary

Executive summary

• The proxy statement covers the 2025 annual meeting, including recent executive leadership changes: new CEO Mark E. Seaton, new CFO Matthew F. Wajner, and Dennis J. Gilmore as Executive Chairman, effective April 2025.

• The meeting is scheduled for May 13, 2025, in a virtual-only format, with voting available online, by phone, or by mail.

• Key proposals include director elections, executive compensation approval, officer exculpation amendment, incentive plan amendment, auditor ratification, and a shareholder proposal on simple majority voting.

Voting matters and shareholder proposals

• Election of three Class III directors for a three-year term expiring in 2028.

• Advisory vote on executive compensation (Say on Pay), with the board recommending approval.

• Amendment to the Certificate of Incorporation to provide for officer exculpation, aligning with Delaware law changes.

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

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

• Shareholder proposal requesting simple majority voting requirements, with the board recommending a vote against.

Board of directors and corporate governance

• Board comprises a mix of experienced directors with diverse backgrounds in business, finance, technology, and governance.

• Over two-thirds of directors are independent; all audit, compensation, and governance committees are fully independent.

• Board leadership is separated between the Executive Chairman and CEO, with a lead independent director.

• Annual board and committee self-evaluations are conducted to ensure effectiveness.

• Proxy access and majority voting in uncontested director elections are in place.