First American Financial (FAF) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 12, 2026, in a virtual-only format, with voting available online, by phone, or mail.

• Stockholders will vote on director elections, executive compensation, governance amendments, and auditor ratification.

• 2025 financial results exceeded key goals: $7.5B revenue, $621.8M net income, 21.6% revenue growth, and 11.9% ROE.

• Leadership transition in April 2025: Mark E. Seaton appointed CEO, Matthew F. Wajner as CFO, and Dennis J. Gilmore as Executive Chairman.

Voting matters and shareholder proposals

• Election of three Class I directors for three-year terms.

• Advisory vote on executive compensation (Say on Pay).

• Amendments to eliminate supermajority voting requirements in the Certificate of Incorporation.

• Amendments to declassify the Board and phase in annual director elections.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

Board of directors and corporate governance

• Board reduced from eleven to nine members; mix of industry, finance, technology, and governance expertise.

• Board diversity: 27% female, 9% African American, 91% white.

• Mandatory retirement policy for directors at age 77; two directors retiring in 2026.

• Board committees: audit, compensation, nominating/governance, and executive.

• Proxy access and majority voting in uncontested elections provided in bylaws.