FIRST AMERICAN FINANCIAL CORP (FAF)
Sector: Financials
2026 Annual Meeting Analysis
FIRST AMERICAN FINANCIAL CORP · Meeting: May 12, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Class I Directors
Seaton was appointed to the board in April 2025 and is exempt from the TSR underperformance trigger as he joined within the past 24 months; he brings 20 years of company experience and relevant operational expertise as the incoming CEO.
Spence has served since 2022, the company's 3-year price return is +23.2% (strong positive), and FAF's TSR performance relative to its proxy-disclosed peer group does not trigger the underperformance threshold at that absolute return level; she brings deep title insurance industry expertise.
Wahl joined the board in September 2024 and is exempt from the TSR underperformance trigger as she joined within the past 24 months; she brings relevant marketing and consumer brand experience from GM, McDonald's, and PulteGroup.
All three Class I nominees receive a FOR vote. Two nominees (Seaton and Wahl) are exempt from the TSR trigger due to joining within the past 24 months. The third nominee (Spence) is not subject to a TSR trigger given the company's strong positive 3-year absolute return of +23.2% and no overboarding, attendance, independence, or qualifications concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Kenneth D. DeGiorgio
Total Comp
$9,615,256
Prior Support
93%%
The company received approximately 93% shareholder support on last year's Say on Pay vote, well above the 70% threshold of concern. The pay program is heavily weighted toward variable compensation — approximately 88% of the CEO's target pay is at risk — with meaningful performance conditions including annual pretax margin and return on equity targets (which paid out at 142% of target reflecting genuine outperformance) and a three-year relative total shareholder return component benchmarked against the S&P MidCap 400 Index (^MDY) that paid out at 137% of target at the 59th percentile, demonstrating alignment between pay and performance. The company also has a meaningful clawback policy, anti-hedging restrictions, and stock ownership guidelines in place.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
17 yrs
Audit Fees
$6,859,258
Non-Audit Fees
$2,186,506
PwC has served as FAF's auditor since 2009 (approximately 17 years), which is below the 25-year tenure threshold that would trigger a concern. Non-audit fees (audit-related fees of $1,783,925 plus tax fees of $371,581 plus other fees of $31,000, totaling $2,186,506) represent approximately 32% of audit fees of $6,859,258, which is well below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm appropriate for a $6.1 billion market cap company.
Overall Assessment
The FAF 2026 annual meeting ballot is straightforward and shareholder-friendly, featuring FOR votes across all proposals. The company is proactively improving its governance by proposing to eliminate supermajority voting requirements and declassify its board for annual director elections — both meaningful enhancements to shareholder rights — and the executive compensation program demonstrates genuine pay-for-performance alignment with 93% prior-year Say on Pay support and performance metrics tied to the S&P MidCap 400 Index (^MDY) that paid out commensurately with strong 2025 financial results.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing