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First American Financial Corp

For the period ended May 13, 2025. Filed Mar 31, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 13, 2025 · Filed Mar 31, 2025

FAF$67.01-1.7%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No._ )

Filed by the Registrant

Filed by a party other than the Registrant 

Check the appropriate box:

 Preliminary Proxy Statement

 Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 Definitive Proxy Statement

 Definitive Additional Materials

 Soliciting Material under §240.14a-12

FIRST AMERICAN FINANCIAL

CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

 No fee required

 Fee paid previously with preliminary materials

 Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

24 Notice of annual meeting and proxy statement first American financial Corporation

2023 notice of annual meeting and proxy statement

First American Financial Corporation

Dear Fellow Stockholder,

You are cordially invited to attend our annual meeting of stockholders at 1:00 PM Pacific time, on May 13, 2025. This year’s annual meeting of stockholders will be held in a virtual-only meeting format online via live webcast using a unique link to be provided by email after registering atregister.proxypush.com/FAF.

With this letter, we are including the notice for the annual meeting, the proxy statement and the proxy card. We are also including a copy of our 2024 annual report. More information regarding how to vote, participate in, and submit questions for the annual meeting can be found in the proxy statement.

We have made arrangements for you to vote your proxy over the Internet or by telephone, as well as by mail with the traditional proxy card. The proxy card contains instructions on these methods of voting.

Your vote is important. Whether or not you plan on participating in the virtual annual meeting on May 13, 2025, we hope you will vote as soon as possible.

Thank you for your continued support of First American Financial Corporation.

Dennis J. GilmoreChairman of the BoardKenneth D. DeGiorgioChief Executive Officer
First American Financial CorporationNOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Date · Matters to be voted on
May 13, 2025 · Proposal · Board Recommendation
Time
1Election of the three director nominees named in the accompanying proxy statement to serve as Class III directors on our board of directors for a three-year term expiring on the date of the 2028 annual meeting of stockholdersVote For
1:00 PM Pacific Time
Website
2Approval, on an advisory basis, of our Company’s executive compensationVote For
register.proxypush.com/FAF
3Approval of an amendment to the Amended and Restated Certificate of Incorporation to provide for officer exculpation
4Approval of an amendment and restatement of the 2020 Incentive Compensation Plan
5Ratification of the selection of PricewaterhouseCoopers LLP as our Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025Vote For
6Non-binding stockholder proposal requesting simple majority voting requirements, if properly presented at the meeting
Who can voteOnly stockholders of record at the close of business on March 17, 2025 are entitled to notice of the meeting and an opportunity to vote.At the meeting, we will also transact such other business as may properly come before the meeting or any postponements or adjournments thereof.

This year’s meeting will be held in a virtual-only meeting format online via live webcast. To participate in the meeting, stockholders must go toregister.proxypush.com/FAF with the control number provided on their proxy card or voting instruction form and register by following the instructions. Upon completing registration, a stockholder will receive further instructions via email, including a unique link that will allow that stockholder access to the meeting. During the meeting, stockholders may vote and submit questions. For additional information on voting at or participating in the meeting online, including how to submit questions, please see “Questions and Answers” on page 87.

Notice of Annual Meeting of Stockholders

How to vote your shares before the meeting

Your vote is very important. Please submit your vote by proxy as soon as possible via the Internet, telephone or mail. Brokers are not permitted to vote on certain proposals and may not vote on any of the proposals unless you provide voting instructions. Voting your shares will help to ensure that your interests are represented at the meeting.

VIA THE INTERNETVisit the website listed on your proxy card, notice or voting instruction form.BY PHONECall the phone number listed on your proxy card or voting instruction form.YBY MAILComplete, sign, date and return your proxy card or voting instruction form in the envelope provided.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 13, 2025: First American Financial Corporation’s notice of annual meeting and proxy statement, annual report and other proxy materials are available atwww.firstam.com/proxymaterials.

Meeting Contingencies

In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the meeting, the chair of the meeting will convene the meeting at 2:00 P.M. Pacific Time on the date specified above and at our address, 1 First American Way, Santa Ana, CA 92707, solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the Investors page of our website at investors.firstam.com.

Lisa W. Cornehl

Senior Vice President, Chief Legal Officer and Secretary

Santa Ana, California

Page
PROXY STATEMENT1
I.PROPOSALS2
Item 1. Election of Class III Directors9
Item 2. Advisory Vote to Approve Executive Compensation10
Item 3. Approval of an Amendment to the Amended and Restated Certificate of Incorporation to Provide for Officer Exculpation12
Item 4. Approval of an Amendment and Restatement of the 2020 Incentive Compensation Plan14
Item 5. Ratification of Selection of Independent Auditor23
Item 6. Non-Binding Stockholder Proposal Requesting Simple Majority Voting Requirements24
II.REQUIRED INFORMATION27
Security Ownership of Management27
Board and Committee Meetings28
Independence of Directors30
Board Leadership Structure; Meetings of Non-Management and Independent Directors31
Annual Performance Evaluation31
Risk Oversight31
Insider Trading Policy33
Director Attendance at Annual Meetings33
Stockholder and Interested Party Communications with Directors33
Transactions and Litigation with Management and Others33
Executive Officers34
Executive Compensation36
Compensation Discussion and Analysis36
Introduction36
Executive Summary36
Performance Overview37
Pay Philosophy40
Executive Compensation Program45
Compensation Decision Process47
Pay Elements and Practices48
Impact of Tax and Accounting62
Compensation Committee Report62

First American Financial Corporation 2025 Proxy Statement |i

Page
Executive Compensation Tables63
Summary Compensation Table63
Grants of Plan-Based Awards65
Outstanding Equity Awards at Fiscal Year-End66
Option Exercises and Stock Vested67
Pension Benefits67
Nonqualified Deferred Compensation68
Potential Payments upon Termination or Change-in-Control69
Pay Ratio74
Pay Versus Performance75
Director Compensation80
Code of Ethics82
Corporate Governance Guidelines82
Compensation Committee Interlocks and Insider Participation82
Report of the Audit Committee82
Securities Authorized for Issuance under Equity Compensation Plans83
Relationship with Independent Registered Public Accounting Firm83
Principal Accountant Fees and Services83
Policy on Audit Committee Pre-approval of Audit and Permissible Nonaudit Services of Independent Auditor84
Stockholder Proposals, Director Nominations and Proxy Access84
Appraisal Rights85
III.CORPORATE RESPONSIBILITY AND SUSTAINABILITY86
IV.QUESTIONS AND ANSWERS87
V.OTHER INFORMATION95
APPENDIX A Non-GAAP Financial MeasuresA-1
APPENDIX B Proposed Amendment to the Amended and Restated Certificate of Incorporation of First American Financial CorporationB-1
APPENDIX C First American Financial Corporation Amended and Restated 2020 Incentive Compensation PlanC-1

ii | 2025 Proxy Statement First American Financial Corporation

First American Financial Corporation

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.