First American Financial Corp
For the period ended May 12, 2026. Filed Mar 30, 2026.
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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 12, 2026 · Filed Mar 30, 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 Chairman | Mark E. SeatonChief Executive Officer |
|---|
| First American Financial Corporation | NOTICE OF ANNUAL MEETING OF STOCKHOLDERS |
|---|
| Date · Matters to be voted on | ||||
|---|---|---|---|---|
| May 12, 2026 · Proposal · Board Recommendation | ||||
| Time | ||||
| 1 | Election 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 stockholders | Vote For | ||
| 1:00 PM Pacific Time | ||||
| Website | ||||
| 2 | Approval, on an advisory basis, of our Company’s executive compensation | Vote For | ||
| register.proxypush.com/FAF | ||||
| 3 | Approval of amendments to eliminate the supermajority voting requirements in the Certificate of Incorporation | |||
| 4 | Approval of amendments to the Certificate of Incorporation to declassify the Board and phase-in annual director elections | |||
| 5 | Ratification of the selection of PricewaterhouseCoopers LLP as our Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 | Vote 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. | Y | BY 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 STATEMENT | 1 | |
| I. | PROPOSALS | 2 |
| Item 1. Election of Class I Directors | 8 | |
| Item 2. Advisory Vote to Approve Executive Compensation | 9 | |
| Item 3. Approval of Amendments to Eliminate the Supermajority Voting Requirements in the Certificate of Incorporation | 11 | |
| Item 4. Approval of Amendments to the Certificate of Incorporation to Declassify the Board and Phase-In Annual Director Elections | 13 | |
| Item 5. Ratification of Selection of Independent Auditor | 15 | |
| II. | REQUIRED INFORMATION | 16 |
| Security Ownership of Management | 16 | |
| Board and Committee Meetings | 16 | |
| Independence of Directors | 19 | |
| Board Leadership Structure; Meetings of Non-Management and Independent Directors | 20 | |
| Annual Performance Evaluation | 20 | |
| Risk Oversight | 20 | |
| Insider Trading Policy | 22 | |
| Director Attendance at Annual Meetings | 22 | |
| Stockholder and Interested Party Communications with Directors | 22 | |
| Transactions and Litigation with Management and Others | 22 | |
| Executive Officers | 24 | |
| Executive Compensation | 25 | |
| Compensation Discussion and Analysis | 25 | |
| Introduction | 25 | |
| Executive Summary | 26 | |
| Performance Overview | 27 | |
| Pay Philosophy | 31 | |
| Executive Compensation Program | 36 | |
| Compensation Decision Process | 38 | |
| Pay Elements and Practices | 39 | |
| Impact of Tax and Accounting | 54 | |
| Compensation Committee Report | 55 | |
| Executive Compensation Tables | 56 | |
| Summary Compensation Table | 56 | |
| Grants of Plan-Based Awards | 58 | |
First American Financial Corporation 2026 Proxy Statement |i
| Page | ||
|---|---|---|
| Outstanding Equity Awards at Fiscal Year-End | 59 | |
| Option Exercises and Stock Vested | 60 | |
| Pension Benefits | 60 | |
| Nonqualified Deferred Compensation | 61 | |
| Potential Payments upon Termination or Change-in-Control | 63 | |
| Pay Ratio | 64 | |
| Pay Versus Performance | 65 | |
| Director Compensation | 70 | |
| Code of Ethics | 72 | |
| Corporate Governance Guidelines | 72 | |
| Compensation Committee Interlocks and Insider Participation | 72 | |
| Report of the Audit Committee | 72 | |
| Securities Authorized for Issuance under Equity Compensation Plans | 73 | |
| Relationship with Independent Registered Public Accounting Firm | 73 | |
| Principal Accountant Fees and Services | 73 | |
| Policy on Audit Committee Pre-approval of Audit and Permissible Nonaudit Services of Independent Auditor | 74 | |
| Stockholder Proposals, Director Nominations and Proxy Access | 74 | |
| Appraisal Rights | 74 | |
| III. | CORPORATE RESPONSIBILITY AND SUSTAINABILITY | 75 |
| IV. | QUESTIONS AND ANSWERS | 76 |
| V. | OTHER INFORMATION | 84 |
| APPENDIX A Non-GAAP Financial Measures | A-1 | |
| APPENDIX B Proposed Amendments to Eliminate the Supermajority Voting Requirements in the Certificate of Incorporation | B-1 | |
| APPENDIX C Proposed Amendments to the Certificate of Incorporation to Declassify the Board and Phase-In Annual Director Elections | C-1 | |
ii | 2026 Proxy Statement First American Financial Corporation
First American Financial Corporation
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.