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First American Financial Corp

For the period ended May 12, 2026. Filed Mar 30, 2026.

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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 12, 2026 · Filed Mar 30, 2026

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

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 12, 2026. 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 2025 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 12, 2026, we hope you will vote as soon as possible.

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

Dennis J. GilmoreExecutive ChairmanMark E. SeatonChief Executive Officer
First American Financial CorporationNOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Date · Matters to be voted on
May 12, 2026 · Proposal · Board Recommendation
Time
1Election of the three director nominees named in the accompanying proxy statement to serve as Class I directors on our board of directors for a three-year term expiring on the date of the 2029 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 amendments to eliminate the supermajority voting requirements in the Certificate of Incorporation
4Approval of amendments to the Certificate of Incorporation to declassify the Board and phase-in annual director elections
5Ratification of the selection of PricewaterhouseCoopers LLP as our Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026Vote For
Who can voteOnly stockholders of record at the close of business on March 16, 2026 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 76.

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 12, 2026: 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 I Directors8
Item 2. Advisory Vote to Approve Executive Compensation9
Item 3. Approval of Amendments to Eliminate the Supermajority Voting Requirements in the Certificate of Incorporation11
Item 4. Approval of Amendments to the Certificate of Incorporation to Declassify the Board and Phase-In Annual Director Elections13
Item 5. Ratification of Selection of Independent Auditor15
II.REQUIRED INFORMATION16
Security Ownership of Management16
Board and Committee Meetings16
Independence of Directors19
Board Leadership Structure; Meetings of Non-Management and Independent Directors20
Annual Performance Evaluation20
Risk Oversight20
Insider Trading Policy22
Director Attendance at Annual Meetings22
Stockholder and Interested Party Communications with Directors22
Transactions and Litigation with Management and Others22
Executive Officers24
Executive Compensation25
Compensation Discussion and Analysis25
Introduction25
Executive Summary26
Performance Overview27
Pay Philosophy31
Executive Compensation Program36
Compensation Decision Process38
Pay Elements and Practices39
Impact of Tax and Accounting54
Compensation Committee Report55
Executive Compensation Tables56
Summary Compensation Table56
Grants of Plan-Based Awards58

First American Financial Corporation 2026 Proxy Statement |i

Page
Outstanding Equity Awards at Fiscal Year-End59
Option Exercises and Stock Vested60
Pension Benefits60
Nonqualified Deferred Compensation61
Potential Payments upon Termination or Change-in-Control63
Pay Ratio64
Pay Versus Performance65
Director Compensation70
Code of Ethics72
Corporate Governance Guidelines72
Compensation Committee Interlocks and Insider Participation72
Report of the Audit Committee72
Securities Authorized for Issuance under Equity Compensation Plans73
Relationship with Independent Registered Public Accounting Firm73
Principal Accountant Fees and Services73
Policy on Audit Committee Pre-approval of Audit and Permissible Nonaudit Services of Independent Auditor74
Stockholder Proposals, Director Nominations and Proxy Access74
Appraisal Rights74
III.CORPORATE RESPONSIBILITY AND SUSTAINABILITY75
IV.QUESTIONS AND ANSWERS76
V.OTHER INFORMATION84
APPENDIX A Non-GAAP Financial MeasuresA-1
APPENDIX B Proposed Amendments to Eliminate the Supermajority Voting Requirements in the Certificate of IncorporationB-1
APPENDIX C Proposed Amendments to the Certificate of Incorporation to Declassify the Board and Phase-In Annual Director ElectionsC-1

ii | 2026 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.