First American Financial Corp
For the period ended May 13, 2025. Filed Mar 31, 2025.
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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
Contents
Summary Compensation Table
| Name and Principal Position · Year · Salary($) · Bonus(1)($) · Stock Awards(2)($) · Non-Equity Incentive Plan Compensation(1)($) · Change in Pension Value and Nonqualified Deferred Compensation Earnings(3)($) · All Other Compensation($) · Total($) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Kenneth D. DeGiorgio | 2024 | $832,500 | $— | $4,450,093 | $2,460,500 | $28,017 | $13,830 | (4) | $7,784,940 |
| Chief Executive Officer | 2023 | $832,500 | $— | $4,841,829 | $1,050,000 | $332,267 | $12,761 | $7,069,357 | |
| 2022 | $865,673 | $— | $3,792,696 | $1,347,500 | $— | $20,730 | $6,026,599 | ||
| Mark E. Seaton | 2024 | $630,000 | $— | $2,162,011 | $964,250 | $— | $10,900 | (5) | $3,767,161 |
| EVP, Chief Financial Officer | 2023 | $630,000 | $— | $2,289,842 | $435,000 | $— | $10,151 | $3,364,993 | |
| 2022 | $665,000 | $— | $2,641,705 | $558,250 | $— | $18,400 | $3,883,355 | ||
| Lisa W. Cornehl | 2024 | $445,385 | $— | $706,995 | $395,010 | $— | $10,740 | (6) | $1,558,130 |
| SVP, Chief Legal Officer | 2023 | $407,162 | $— | $570,154 | $138,600 | $— | $9,910 | $1,125,826 | |
| 2022 | $390,000 | $— | $319,849 | $140,140 | $— | $18,200 | $868,189 | ||
| Matthew F. Wajner | 2024 | $350,000 | $— | $296,591 | $203,158 | $— | $10,600 | (7) | $860,349 |
| VP, Treasurer | 2023 | $350,000 | $— | $335,419 | $109,980 | $— | $9,849 | $805,248 | |
| 2022 | $346,923 | $— | $333,357 | $117,618 | $— | $18,050 | $815,948 | ||
| Steven A. Adams | 2024 | $358,462 | $— | $237,204 | $203,158 | $— | $10,600 | (8) | $809,424 |
| VP, Chief Accounting Officer | 2023 | $350,000 | $— | $267,313 | $109,980 | $— | $9,850 | $737,143 | |
| 2022 | $350,000 | $— | $290,079 | $117,618 | $— | $18,100 | $775,797 | ||
(1)
As required by applicable rules, annual cash bonuses that were paid through performance units, or were otherwise based upon the achievement of pre-determined performance metrics, are included under the column entitled “Non-Equity Incentive Plan Compensation”, as opposed to the column entitled “Bonus.”
(2)
The amounts shown are the grant date fair value of stock awards granted in the year indicated as computed in accordance with GAAP. The values set forth under this column for each year reflect the grants made in that year in connection with performance metrics from the prior year (e.g., amounts reported for 2024 are in connection with performance metrics from 2023). For information on the valuation of the awards, refer to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The grant date fair values of the LTI PRSUs, assuming achievement of performance at the maximum level, as determined under applicable accounting guidance for financial reporting purposes, are as follows: $4,904,778 for Mr. DeGiorgio, $2,452,298 for Mr. Seaton, $793,402 for Ms. Cornehl, $346,198 for Mr. Wajner and $252,330 for Mr. Adams.
(3)
Reflects the change in the present value of the benefit from the end of the year preceding the applicable fiscal year to the end of the applicable fiscal year for the SERP, which is a non-qualified pension plan. Negative values are shown as zero. See the 2024 Pension Benefits table for assumptions relating to the SERP. Amounts in the column do not include earnings under our Company’s deferred compensation plan as such earnings are neither above market nor preferential. Our Company’s deferred compensation plan provides a return based on a number of investment crediting options.
(4)
This amount consists of (a) Company contributions of $9,900 to his account in our Company’s tax qualified 401(k) savings plan, (b) life insurance premiums of $2,930 and (c) Company paid executive long-term disability insurance premium of $1,000.
Executive Compensation Tables
(5)
This amount consists of (a) Company contributions of $9,900 to his account in our Company’s tax qualified 401(k) savings plan and (b) Company paid executive long-term disability insurance premium of $1,000.
(6)
This amount consists of (a) Company contributions of $9,900 to her account in our Company’s tax qualified 401(k) savings plan and (b) Company paid executive long-term disability insurance premium of $840.
(7)
This amount consists of Company contributions of $9,900 to his account in our Company’s tax qualified 401(k) savings plan and (b) Company paid executive long-term disability insurance premium of $700.
(8)
This amount consists of Company contributions of $9,900 to his account in our Company’s tax qualified 401(k) savings plan and (b) Company paid executive long-term disability insurance premium of $700.
64 | 2025 Proxy Statement First American Financial Corporation
Executive Compensation Tables
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