DEF 14A of First American Financial Corp, Apr 1, 2024

DEF 14A of First American Financial Corp

Filed Apr 1, 2024 · FY20230000950170-24-039055

Open on EDGAR

  1. Lisa W. Cornehl

    | | | Page | | | Potential Payments upon Termination or Change-in-Control | 56 | | | Pay Ratio | 61 | | | Pay Versus Performance | 62 | | | Clawback Policy Actions | 67 | | | Director Compensation | 68 | | | Code of Ethics | 70 | | | Corporate Governance Guidelines | 70 | | | Compensation Committee Interlocks and Insider Participation | 70 | | | Report of the Audit Committee | 70 | | | Securities Authorized for Issuance under Equity Compensation Plans | 71 | | | Relationship with Independent Registered Public Accounting Firm | 71 | | | Principal Accountant Fees and Services | 71 | | | Policy on Audit Committee Pre-approval of Audit and Permissible Nonaudit Services of Independent Auditor | 72 | | | Stockholder Proposals, Director Nominations and Proxy Access | 72 | | | Appraisal Rights | 72 | | III. | CORPORATE RESPONSIBILITY AND SUSTAINABILITY | 73 | | IV. | QUESTIONS AND ANSWERS | 74 | | V. | OTHER INFORMATION | 81 | | APPENDIX A Non-GAAP Financial Measures | | A-1 |

  2. Information Regarding the Nominees for Election

    Information Regarding the Nominees for Election The following list provides information with respect to the three persons nominated and recommended to be elected as a Class II director by our Board, to serve for a three-year term expiring on the date of the 2027 annual meeting of stockholders. Each of the nominees is currently serving as a director of our Company and was previously elected by stockholders at the 2021 annual meeting of stockholders.

  3. Information Regarding the Nominees for Election

    | Age: 65 Director since: 2010 Committees: Executive Independent: No | DENNIS J. GILMORE Mr. Gilmore has served as chairman of the Board since February 2022 and as a director since 2010. He served as our chief executive officer from 2010 to 2022. From 1993 to 2010, he served in various managerial roles with The First American Corporation, including as the chief executive officer of its financial services group and as its chief operating officer. As the Company’s former chief executive officer, Mr. Gilmore brings to our Board significant operational and executive management experience specific to our Company’s businesses and our industry. |

  4. Information Regarding the Nominees for Election

    | Age: 70 Director since: 2015 Committees: Governance (chair) Independent: Yes | MARGARET M. MCCARTHY Ms. McCarthy retired in 2019 as executive vice president of CVS Health Corporation, a health innovation company (NYSE: CVS), supporting the technology integration following the completion of CVS Health’s acquisition of Aetna, Inc. in 2018. She served as executive vice president of operations and technology for Aetna, Inc., a diversified healthcare benefits company, from 2010 until 2018, where she was responsible for innovation, technology, data security, procurement, real estate and service operations. Prior to joining Aetna in 2003, she served in various information technology-related roles, including at CIGNA Healthcare, Catholic Health Initiatives and Andersen Consulting (now Accenture), as well as a consulting partner at Ernst & Young. She is a director of Marriott International, Inc. (NASDAQ: MAR), an operator, franchisor, and licensor of hotel, residential, and timeshare properties worldwide; American Electric Power (NYSE: AEP), an electrical energy company; and Alignment Healthcare, Inc. (NASDAQ GS: ALHC), a tech-enabled Medicare Advantage company. She served as a director of Brighthouse Financial, Inc. (NASDAQ GS: BHF), a life and annuity insurance company from 2018 to 2021. Given her extensive experience managing large groups of employees, complex processes and enterprise-critical technology, Ms. McCarthy brings to the Board valuable insights into areas of critical import to the operations of the Company, including privacy and cybersecurity. |

  5. Information Regarding the Nominees for Election

    | Age: 66 Director since: 2018 Committees: Governance Audit Independent: Yes | MARTHA B. WYRSCH Ms. Wyrsch retired in 2019 as executive vice president and general counsel for Sempra Energy, a leading energy services company, where she oversaw the company’s legal affairs and compliance initiatives. Prior to joining Sempra Energy in 2013, Ms. Wyrsch served as the president of Vestas American Wind Technology from 2009 to 2012, where she had direct responsibility for all North American sales, construction, service and maintenance. In addition to her executive leadership roles, she served as a member of the board of directors of Spectra Energy Corporation and SPX Corporation. She currently serves on the board of directors of Quanta Services, Inc. (NYSE: PWR), a specialized contracting services company, and National Grid plc (FTSE:NG; NYSE:NGG), an investor-owned utility managing electric and natural gas assets in the United Kingdom and United States. From 2012 to 2021 she also served as a director of Spectris plc, a publicly traded company listed on the London Stock Exchange, and from 2019 to 2020 as a director of Noble Energy, Inc. (NYSE: NBL), an energy exploration and production company. As an accomplished director for publicly-traded companies, and with deep experience leading intricate businesses, Ms. Wyrsch provides valuable insight into how we can enhance our operations and effectively serve our customers. |

  6. Information Regarding the Other Incumbent Directors

    Information Regarding the Other Incumbent Directors The following lists provide information with respect to the individuals currently serving as Class III directors, whose current term expires at the 2025 annual meeting of stockholders, and Class I directors, whose term expires in 2026. The Class III directors were previously elected by stockholders at the 2022 annual meeting, and the Class I directors were previously elected by stockholders at the 2023 annual meeting.

  7. Class III Directors—Term Expiring 2025

    Class III Directors—Term Expiring 2025

  8. Class III Directors—Term Expiring 2025

    | Age: 60 Director since: 2017 Committees: Governance Independent: Yes | REGINALD H. GILYARD Mr. Gilyard has been a senior advisor with The Boston Consulting Group, a global management consulting company, since 2012. From 2012 to 2017, he was dean of the Argyros School of Business and Economics at Chapman University. From 1996 to 2012, he held various other positions with The Boston Consulting Group, including as a partner and managing director. He is a director of CBRE Group, Inc. (NYSE: CBRE), a commercial real estate services and investment firm; Realty Income Corporation (NYSE: O), a real estate investment trust; and Orion Office REIT Inc. (NYSE: ONL), a suburban office focused net lease real estate investment trust. He began his career serving in the United States Air Force. With his in-depth understanding of the complexities of large businesses and keen grasp of customer needs across a variety of industry sectors, Mr. Gilyard brings to the Board a unique perspective on how we can make our operations more efficient and serve our customers better. |

  9. Class III Directors—Term Expiring 2025

    | Age: 76 Director since: 2010 Committees: Compensation Executive (chair) Independent: Yes | PARKER S. KENNEDY Mr. Kennedy is our chairman emeritus and lead independent director. He served as chairman of our Board from 2010 to 2022. Mr. Kennedy served as executive chairman of the Company from 2010 to 2012. From 2003 to 2010, he served as chairman and chief executive officer of The First American Corporation, the Company’s prior parent company, and as its president from 1993 to 2004. He served as a director of The First American Corporation and, as renamed in 2010, CoreLogic, Inc., from 1987 to 2011, and was CoreLogic, Inc.’s executive chairman from 2010 to 2011. He is a director of the Automobile Club of Southern California. We believe that Mr. Kennedy, who has worked with us in various capacities for over 40 years, has unparalleled executive experience in our industry. He also brings to the Company an incomparable understanding of our history and culture. |

  10. Class III Directors—Term Expiring 2025

    | Age: 69 Director since: 2013 Committees: Audit Compensation Independent: Yes | MARK C. OMAN Mr. Oman retired from Wells Fargo & Company in 2011, after serving it or its predecessors since 1979. He held numerous positions at Wells Fargo, including senior executive vice president (home and consumer finance) from 2005 until his retirement and group executive vice president (home and consumer finance) from 2002 to 2005. Mr. Oman also served as a director and the chief executive officer of Wachovia Preferred Funding Corp. from 2009 to 2011. He is currently involved with several private ventures and serves on a variety of private-company and non-profit boards. Mr. Oman brings to the Board important insights into the mortgage market and working with large mortgage lenders. |

  11. Class I Directors—Term Expiring 2026

    Class I Directors—Term Expiring 2026

  12. Class I Directors—Term Expiring 2026

    | Age: 52 Director since: 2022 Committees: None Independent: No | KENNETH D. DEGIORGIO Mr. DeGiorgio has served as our chief executive officer since February 2022. From 2021 to 2022 he was our president with oversight responsibility for the Company’s operating groups, including its title insurance, specialty insurance and data and analytics businesses. He served as executive vice president from 2010 to 2021, overseeing the Company's international division, trust company and various corporate functions. He serves as a director of Offerpad Solutions Inc. (NYSE:OPAD), a leading tech-enabled real estate company, and Lev Inc., a privately held technology company focused on digitizing commercial real estate financing. With over 24 years of service to our Company in various operational and corporate roles, Mr. DeGiorgio provides our Board with an in-depth understanding of the Company’s businesses, risk profile and competitive landscape. |

  13. Class I Directors—Term Expiring 2026

    | Age: 77 Director since: 2010 Committees: Audit (chair) Executive Independent: Yes | JAMES L. DOTI Dr. Doti has been a professor of economics at Chapman University since 1974 and served as Chapman University’s president from 1991 to 2016. He previously served on the boards of The First American Corporation, the Company’s prior parent company, Standard Pacific Corp. and Fleetwood Enterprises, Inc. Given his experience as president of Chapman University and his doctorate in economics from the University of Chicago, Dr. Doti gives our Company insight into the organizational challenges that large companies face and the impact of the economic environment on the Company. |

  14. Class I Directors—Term Expiring 2026

    | Age: 78 Director since: 2011 Committees: Compensation (chair) Independent: Yes | MICHAEL D. MCKEE Mr. McKee has served as a principal of The Contrarian Group, a private equity firm, since 2018. He is the chairman of Realty Income Corporation (NYSE: O), a real estate investment trust, and the Tiger Woods Foundation. He served as a director of HCP, Inc. (NYSE: HCP), a publicly traded real estate investment trust, from 1989 to 2018, as executive chairman of HCP from 2016 to 2018 and, during 2016, he also served as interim chief executive officer and president of HCP. From 2010 to 2016, Mr. McKee was chief executive officer of Bentall Kennedy (U.S.), a registered real estate investment advisor. He also served as the chief executive officer and vice chairman of the board of directors of The Irvine Company, a privately-held real estate development and investment company, and as a partner with the law firm of Latham & Watkins LLP. Mr. McKee brings to the Board significant operating and executive management experience. This experience, combined with Mr. McKee’s extensive background in the real estate industry, facilitates the Board’s oversight of the Company’s operations and enhances its ability to assess strategic opportunities. |

  15. Class I Directors—Term Expiring 2026

    | Age: 72 Director since: 2022 Committees: None Independent: No | MARSHA A. SPENCE Ms. Spence served as chairman of the board of Mother Lode Holding Co., a provider of title insurance, underwriting and escrow services for residential and commercial real estate transactions, and a wholly-owned subsidiary of the Company, from 2006 until her retirement in 2023. She joined Placer Title Company, now Mother Lode’s principal subsidiary, in 1977 and had managerial roles involving increased responsibility, including as Mother Lode’s chief executive officer from 2001 to 2021. Ms. Spence served on the California Land Title Association Board of Governors for 10 years, serving as board president from 2005 to 2006. Ms. Spence brings to the Board deep industry knowledge and experience leading a highly successful, multi-brand title business. |

  16. Class I Directors—Term Expiring 2026

    See the section entitled “Security Ownership of Management,” which begins on page 12, for information pertaining to stock ownership of our directors. There are no family relationships among any of the directors or nominees or any of our executive officers. There are no arrangements or understandings between any director and any other person pursuant to which any director was or is to be selected as a director. Our Board is composed of directors who possess a mix of skills and experience that we believe align with, and facilitate effective oversight of, the Company’s strategy and risks. The following chart presents the percentage of director nominees and the other incumbent directors who possess substantive skills and have self-reported as being from experienced to highly experienced in these areas.

  17. Class I Directors—Term Expiring 2026

    | Board of Directors Skills and Experience |

  18. Class I Directors—Term Expiring 2026

    Our Board believes that a diverse board is better able to effectively oversee the Company’s management and strategy and better positions the Company to deliver long-term value for our stockholders. As outlined on page 15, our Board utilizes a broad conception of diversity, recognizing that gender, race, ethnicity and other factors add to the overall mix of perspectives of our Board as a whole. The following graph presents self-reported information regarding the gender, race and ethnic diversity profile of our directors.

  19. Class I Directors—Term Expiring 2026

    | Directors Self-Reporting Diversity | | | | | | | Male | | | | 70% | | | Female | | 30% | | | | | African American | 10% | | | | | | Caucasian | | | | | 90% | | Overall Diversity | | | 40% | | |

  20. Item 1. Election of Class II Directors

    Item 1. Election of Class II Directors Our certificate of incorporation provides for a classified Board. Each person elected as a Class II director at the annual meeting of stockholders will serve for a three-year term expiring on the date of the 2027 annual meeting and until his or her successor in office is elected and qualified. Our Board has nominated the following individuals for election as Class II directors: Dennis J. Gilmore Margaret M. McCarthy Martha B. Wyrsch Unless otherwise specified by you in your proxy card, the proxies solicited by our Board will be voted “FOR” the election of each of the Class II director nominees. If any nominee should become unable or unwilling to serve as a director, the proxies will be voted for such substitute nominee(s) as shall be designated by our Board. Our Board presently has no knowledge that any of the nominees will be unable or unwilling to serve.

  21. Item 1. Election of Class II Directors

    | Our Board recommends that you vote "FOR" each of these Class II director nominees. |

  22. Pay Objectives

    | OUR KEY COMPENSATION OBJECTIVES | | • Motivate executive officers to deliver long-term stockholder value without taking excessive risk. • Encourage achievement of strong short-term results through cyclical real estate market dynamics. • Support the attraction, retention and motivation of a highly capable leadership team critical to creating long-term value for our stockholders. • Provide compensation levels that are competitive with significant competitors and other companies in our Company's peer group. |

  23. Compensation Mix

    Compensation Mix The Committee utilizes the particular elements of compensation described below because it believes they represent a well-proportioned mix of stock-based compensation, retention value and at-risk compensation that result fundamentally in a pay-for-performance orientation that produces desirable short-term and long-term performance incentives and rewards. By following this portfolio approach, the Committee endeavors to provide our executive officers with a competitive and retentive pay level that includes a measure of security with respect to their minimum level of compensation, while also motivating each executive officer to focus on the business metrics that will produce a high level of shorter-term performance for our Company with corresponding increases in long-term stockholder value. The following chart summarizes certain primary features of our executive compensation program's key pay elements: Note: Long-term incentive PRSU awards vest and become earned on the third anniversary of the grant date. Long-term incentive RSU and AIP Bonus RSU awards vest at a rate of 33 1/3% per year on each anniversary of the grant date. The equity awards granted to executive officers in 2024 in connection with 2023 performance were granted on February 22, 2024 pursuant to our Company’s policy of granting RSUs to executive officers on the second day on which the New York Stock Exchange is open for trading following the submission of the Annual Report on Form 10-K.

  24. Compensation Mix

    | With this structure, our executive compensation program's mix of compensation is weighted heavily toward at-risk pay. In fact, approximately 88% of our CEO’s target pay is at risk (approximately 73%, on average, for our other executive officers). This is consistent with our overall philosophy of maintaining a pay mix that results fundamentally in a pay-for-performance orientation. The graphic below reflects the percentage of our executive officers’ 2023 target compensation that was fixed versus performance-based, as well as the percentage of performance metric-based RSUs versus strictly time-based RSUs. | |

  25. Target Compensation(1)

    CEO Base Salary 11% LTI Awards 44% Target AIP Bonus RSUs 25% Target AIP Cash Bonus 20% Metric Based Equity as a Percentage of all RSUs 52% Average of Other NEOs Base Salary 20% LTI Awards 41% Target AIP Bonus RSUs 19% Target AIP Cash Bonus 20% Metric Based Equity as a Percentage of all RSUs This graphic includes 2023 target base salary (calculated without regard to the voluntary and temporary reductions in base salary taken by Messrs. DeGiorgio and Seaton and Ms. Cornehl beginning in June 2022 as more fully described below, which reductions have remained in effect for Messrs. DeGiorgio and Seaton beyond December 31, 2023), 2023 target AIP awards (annual cash bonus and Bonus RSUs), and actual LTI Plan awards granted in 2024 in connection with 2023 performance (of which the LTI PRSUs are valued at target based on the applicable three-year, relative total shareholder return metric). The following chart reflects the actual performance-based compensation and metric-based compensation percentages of the executive officers for 2023.

  26. Actual Compensation

    | | Actual 2023 Compensation | | | | Performance-Based(1) | Metric-Based RSUs(2) | | Named Executive Officer | (% of Total Compensation) | (% of Total RSUs Awarded) | | DeGiorgio, K. | 86% | 63% | | Seaton, M. | 80% | 61% | | Cornehl, L. | 66% | 59% | | Wajner, M. | 53% | 61% | | Adams, S. | 49% | 63% |

  27. Actual Compensation

    (1) Includes actual AIP cash bonus and all RSUs awarded. The AIP cash bonus and all RSU awards were made in the subsequent year in connection with the prior year’s performance (i.e., awarded in 2024 in connection with 2023 performance). (2) Metric-based RSUs include all Bonus RSUs granted for the specified year and all LTI PRSUs granted in connection with 2023 performance.

  28. Say on Pay Results and Stockholder Outreach

    | To ensure that our compensation program aligns with the long-term interests of our stockholders, the Committee considered the input our Company received during its prior stockholder outreach efforts as well as additional feedback our Company received in its regular and ongoing communications with stockholders, all of which was discussed and reviewed with the Committee. |

  29. Key Pay Elements

    | Benchmarking Compensation and Peer Group Development Overall compensation levels for our executive officers are determined based on a number of factors, including each individual’s roles and responsibilities within our Company, each individual’s experience and expertise, comparable compensation levels at peer companies, compensation levels in the marketplace for similar positions and the performance of the individual and our Company as a whole. In determining these compensation levels, the Committee considers all forms of compensation and benefits. | SELECTION OF CMPARATOR COMPANIES Comparator companies are selected based on business profile characteristics, including industry, market capitalization and revenue | | General In order to determine competitive compensation practices, the Committee primarily relies upon data compiled from public filings | | | ("proxy data") of selected companies (“comparator companies”) that it considers appropriate comparators for the purpose of developing executive compensation benchmarks. The comparator companies for 2023 (meaning the companies used in connection with determinations of the 2023 executive compensation program) are identified below. In addition, the Committee periodically considers nationally recognized survey data published by various consulting firms. Proxy data was used exclusively to develop benchmarks for Messrs. DeGiorgio and Seaton while a blend of proxy data and general industry survey data was used for Ms. Cornehl. For Messrs. Wajner and Adams, the Committee reviewed size-aligned survey data from the United States Mercer Benchmark Database that was reflective of our Company’s total revenue size at the end of 2022. The Committee considers the advice and recommendations developed by its independent compensation consultant to support our benchmarking principles. | |

  30. Key Pay Elements

    These companies are the same as those utilized by the Committee with respect to 2022 executive compensation. The peer companies represent the Committee’s continuing efforts to identify a significant number of comparable companies notwithstanding the fact that there is only one other company in our Company’s primary industry (title insurance) with financial and operational characteristics similar to our Company’s. The Committee's independent compensation consultant analyzed and supported the Committee's selection of comparator companies to be used for benchmarking purposes. Use of Comparator Companies and Market Compensation Studies After consideration of the data collected on competitive compensation levels and relative compensation within the executive officer group, the Committee determines each individual executive officer's target total compensation or total compensation opportunities based on Company and individual performance and the need to attract, incentivize and retain an experienced and effective management team. The Committee examines the relationship of each executive officer’s base salary, target annual incentive bonus opportunity and potential long-term incentive awards to market data at the 25th, 50th, and 75th percentiles. The Committee does not believe, however, that compensation or compensation opportunities should be structured toward a uniform relationship to any specific percentile of the market data, especially in light of the different financial characteristics of our Company’s business units (such as the relationship of revenues to net income). Accordingly, total compensation for specific individuals will vary based on a number of factors, in addition to Company and individual performance, including scope of duties, tenure, institutional knowledge and/or difficulty in recruiting a replacement executive officer.

  31. Compensation Decision Process

    | COMPENSATION COMMITTEE | Composed entirely of independent directors | | GENERAL The Committee is comprised entirely of independent members of the Board. The Committee reviews and approves the base salaries of the executive officers of our Company, their annual incentive bonus programs, their long-term incentive compensation and other incentive and executive benefit plans. It also reviews and makes recommendations to the Board regarding director compensation. The Committee, in consultation with the independent compensation consultant that it retains, analyzes the reasonableness of the compensation paid to the executive officers. In discharging its functions, as described in more detail above, the Committee reviews compensation data from comparable companies and from relevant surveys, which it utilizes to assess the reasonableness of compensation for our Company’s executive officers. | | | COMPENSATION COMMITTEE CHARTER The Committee’s function is more fully described in its charter, which is regularly reviewed and has been approved by our Company’s Board. The charter is available in the corporate governance section of our Company’s website at www.firstam.com. | | | SETTING AIP METRICS The Committee sets the AIP metrics, such as pretax margin and return on equity, based on our Company’s financial plan for the applicable year, which is reviewed and approved by our Board. | | | ANNUAL INCENTIVE METRICS AIP metrics set based on rigorous financial planning process that includes third-party forecasts and that recognized the cyclical nature of our business | Our financial plan is developed following a rigorous financial planning process that contemplates difficult to forecast levels of real estate activity, mortgage originations and interest rates, expenses, capital and liquidity needs, tax rates, and investment needs. Our Board also considers industry data and forecasts, risks and challenges associated with achievement of the financial plan, and other key budgeting assumptions before approving our financial plan, from which the annual incentive targets are determined. The third-party forecasts of real estate and mortgage activity used by our Board as part of this process, while helpful to our planning efforts, are often inaccurate and sometimes materially inaccurate. | | Due to the cyclical nature of our business, our financial plan and, consequently, the metrics utilized for our AIP, are not tied to the prior year’s actual results. The Committee believes that setting rigorous performance metrics in light of the expected business climate – as opposed to the business climate in earlier periods – incentivizes performance and, thereby, maximizes value to our stockholders and to do otherwise would demotivate our employees. | |

  32. Compensation Decision Process

    | INDEPENDENT COMPENSATION CONSULTANT | | In making its determinations with respect to target 2023 executive officer compensation, the Committee engaged the services of Frederic W. Cook & Co., Inc. to assist with its review of the compensation |

  33. Base Salary

    Base Salary The Committee sets base salaries for executive officers based on the individual’s position within our Company and the individual’s current and sustained performance results. The Committee reviews executive officer base salaries each year and makes any adjustments it deems necessary based on, among other factors, the overall performance of our Company, new roles and/or responsibilities assumed by the executive officer, the general performance of the business units or departments over which the executive officer has responsibility, the significance of the executive officer’s impact on the achievement of our Company’s strategic goals, the executive officer’s length of service with our Company and the executive officer’s base salary relative to the base salaries of similar individuals in peer companies and market data. The Committee gives no specific weighting to any one factor in setting the level of base salary and the process ultimately relies on the subjective exercise of the Committee’s judgment. Based on our Company’s peer group and relevant compensation survey data, the Committee also takes into account the executive officer’s potential as a key contributor and amounts that may be required to recruit new executive officers. Other than in the case of new hires or promotions, the Committee generally determines base salaries for executive officers around the beginning of each calendar year. As described below under “Employment Agreements,” Messrs. DeGiorgio and Seaton and Ms. Cornehl have employment agreements with our Company that specify their respective minimum base salaries. These amounts may be increased at the discretion of the Committee. In February 2023, the Committee reviewed executive officer compensation, including base salaries. In response to our Company's broader expense management efforts and at the request of management, the Committee determined not to make adjustments to the base salaries of the executive officers for 2023, with the exception of Ms. Cornehl, whose base salary was increased by $20,000 to $420,000 as a result of the Committee's assessment of her base salary in comparison to relevant peer company and market data. In summary, the base salaries of the executive officers as of December 31, 2023 and as of December 31, 2022 are as follows:

  34. Base Salary

    (1) These base salaries do not reflect the temporary and voluntary reductions in base salary for Messrs. DeGiorgio and Seaton and Ms. Cornehl, as described below. Beginning in June 2022, however, each of Messrs. DeGiorgio and Seaton and Ms. Cornehl voluntarily agreed to take a temporary reduction in their base salary in connection with our Company’s broader expense management efforts. Messrs. DeGiorgio and Seaton agreed to 10% reductions in their base salaries and Ms. Cornehl agreed to a 5% reduction in her base salary. Ms. Cornehl's reduction expired in June 2023, whereas the reductions for Messrs. DeGiorgio and Seaton have remained in effect beyond December 31, 2023. In January 2024, the Committee reviewed executive officer base salaries and relevant peer company and market data. In response to our Company's continued broader expense management efforts, the Committee determined not to make adjustments to the base salaries of the executive officers for 2024, with the exception of Ms. Cornehl, whose base salary was increased by $30,000 to $450,000 and Mr. Adams, whose base salary was increased by $10,000 to $360,000. The Committee's determination to increase the base salaries of Ms. Cornehl and Mr. Adams reflected the Committee's assessment of their base salaries in comparison to relevant peer company and market data.

  35. Annual Incentive Compensation

    Annual Incentive Compensation

  36. Annual Incentive Compensation

    | | The Committee considers annual incentive compensation to be a key component of our executive compensation program given that it encourages our executive officers to strive for short-term results for our stockholders despite highly cyclical real estate market dynamics. Our AIP provides for compensation amounts (subject to the Discretionary Adjustment, as described below) that are determined relative to performance against annual pretax margin and return on equity targets set during our annual financial planning process. AIP awards are paid utilizing the following two pay elements: cash bonus payouts and Bonus RSUs which vest over three years. The split between cash bonus payouts and Bonus RSUs depends on the particular employee's total compensation. |

  37. Annual Incentive Compensation

    While the Committee believes that most companies’ annual incentive bonuses are paid solely in cash, the payment of a portion of our annual incentive bonuses in Bonus RSUs that vest over a three-year period reflects the Committee’s desire to increase alignment between participating employees and our Company’s long-term stockholders. This structure furthers this goal by discouraging participating employees from excessive risk taking, focusing employees on creating long-term value for our stockholders and supporting employee retention. Accordingly, the Committee believes that an incentive structure with a meaningful portion of compensation tied to annual performance is most effective in addressing cyclicality in our business and motivating and rewarding executive officers to enhance long-term stockholder value. As was the case in recent years, the Committee structured payouts under the 2023 AIP to be based on measurable performance against specific financial targets that the Committee believes to be key drivers of stockholder value. Like in 2022, financial targets collectively accounted for 100% of the 2023 AIP payouts to executive officers, with the resulting amount being subject to adjustment of up to 30 percentage points in the discretion of the Committee. The Discretionary Adjustment gives the Committee the ability to adjust the AIP payouts for unanticipated external factors, such as regulatory changes or meaningful changes in interest rates; success in strategic initiatives designed to create long-term stockholder value, such as technology projects, risk management efforts, employee engagement, or market share gains and losses in key markets; or ESG actions, initiatives, or omissions that impact—and reflect the role of our Company in—broader society, such as: • employee development; • employee engagement survey results and responsiveness; • inclusion efforts; • privacy and data protection; • community involvement/development; • sustainability/environmental impact; and • business ethics. The Committee also retains the ability to pay a participant a lower amount, including the discretion not to pay an annual incentive bonus. The 2023 AIP payouts to each executive officer were determined by adjusting the applicable portion of the target incentive bonus amount (listed in the tables below under the column entitled “Weighting”) based on objective financial criteria in two areas (each listed in the table below under the column entitled “Metric”), with the result being subject to any Discretionary Adjustment as described above. Each financial metric had associated with it a threshold 50% payout level, a 100% payout level and a 200% payout level (listed in the table below under the columns entitled “Threshold”, “Target” and “Maximum”, respectively). With respect to both financial metrics (and subject to the Discretionary Adjustment), results below the threshold 50% payout level do not result in any payment and results above the maximum do not result in any additional payment. The percentage payout for results between the threshold and maximum are determined on a linear sliding scale basis between the two metric points on either side of the actual result (i.e., between the threshold and the target, or the target and the maximum, as applicable). Consistent with recent years, for 2023 the two financial metrics utilized by the Committee were: • Pretax Margin: the pretax income of our Company divided by the gross revenue of our Company, excluding net gains/losses from the investment portfolio; net gains/losses from the venture investment portfolio; and, in the discretion of the Committee, excluding the effects of non-operating items, such as asset impairments and legal settlements. • Return on Equity: net income attributable to our Company divided by average invested stockholders’ equity (total equity excluding accumulated other comprehensive income/loss and noncontrolling interests), excluding net gains/losses from the investment portfolio; net gains/losses from the venture investment portfolio; and, in the discretion of the Committee, excluding the effects of non-operating items, such as asset impairments and legal settlements. The Committee believes that retaining the two financial metrics utilized in the past, coupled with evaluation of a potential Discretionary Adjustment based on internal or external factors as described above, advances the objectives of our Company’s annual incentive bonus program and properly balances the importance of (i) compensating based on objective short-term financial results that are important to stockholders, and (ii) retaining the ability to take into account the Committee’s subjective determination with respect to long-term value creation and overall performance. The Committee set the target financial metric payout levels at the pretax margin and return on equity set forth in our Company’s 2023 financial plan, which was unanimously approved by our Company’s Board following the general process described on page 34. The Committee believes these metrics, and the related performance levels, are indicators as to whether our Company, given the environment in which it is operating, has generated value for stockholders. The Committee also believes these metrics are utilized by stockholders, potential stockholders and their advisors in determining the value of our Company. The target performance levels and actual performance for 2023, as modified by the Discretionary Adjustment, were as follows:

  38. Annual Incentive Compensation

    | Metric | Weighting | Threshold | Target | Maximum | Actual 2023 Results(1) | Metric Payout Percentage | | Pretax Margin(2) | 50% | 7.0% | 10.0% | 13.3% | 7.7% | 62% | | Return on Equity(3) | 50% | 6.3% | 9.0% | 12.0% | 6.8% | 59% | | Performance Total | | | | | | 60% | | Discretionary Adjustment(4) | | | | | | 12% | | Total | 100% | — | — | — | — | 72% |

  39. Annual Incentive Compensation

    (1) For purposes of determining performance level achievement, the Committee uses preliminary results and only considers an adjustment to the AIP payout amounts if final results would result in a greater than 2% change in the amount. As a result of this practice and the non-GAAP adjustments discussed in the following footnotes, the number in the “Actual 2023 Results” column may differ from the results reported in our Company’s financial statements. (2) This is a non-GAAP financial measure. Please see Appendix A for the rationale behind the presentation of this measure and a reconciliation to the nearest GAAP financial measure. (3) This is a non-GAAP financial measure. Please see Appendix A for the rationale behind the presentation of this measure and a reconciliation to the nearest GAAP financial measure. (4) For 2023, the Committee elected to make a Discretionary Adjustment increasing the payouts for Ms. Cornehl and Messrs. Adams and Wajner, with payout amounts remaining at metric levels for Messrs. DeGiorgio and Seaton. The executive officer's AIP cash and equity bonuses paid out at 60% of target for Messrs. DeGiorgio and Seaton and at 72% of target for Ms. Cornehl and Messrs. Adams and Wajner. Metric-level results for executive officers' AIP cash and equity bonuses were at 60% of target for 2023. However, to address the cybersecurity incident the Company experienced in December 2023, the Company shut down access to its network, which materially impacted the Company's operations and, consequently, our fourth quarter financial results. Performance through the month of November had indicated a combined payout of approximately 72% before the cybersecurity incident occurred. For 2023, at management's request, the Committee elected to make a Discretionary Adjustment to increase the payouts for Ms. Cornehl and Messrs. Adams and Wajner by 12 percentage points from 60% to 72% of target, a level which the Committee determined to reflect the Company's and these executive officers' performance before the adverse financial impact of the cybersecurity incident. This decision reflected the Committee's assessment of the performances of these executive officers during the year, including with respect to their areas of responsibility, their management of circumstances that arose from the cybersecurity incident; overall degree of effectiveness of risk management efforts; expense management, which supported the Company’s efforts in mitigating the impact of the challenging market conditions; effective management of the Company’s investment portfolio; accomplishments in ESG initiatives, which contributed to the Company's inclusion in People® Magazine's Companies that Care list for the third consecutive year; and successful employee engagement efforts, which contributed to the Company's inclusion on the Fortune 100 Best Companies to Work For® list for the eighth consecutive year. Additionally at management's request, as part of the Company's broader expense management efforts, the Committee did not apply the Discretionary Adjustment to the payouts for Messrs. DeGiorgio or Seaton, notwithstanding the Committee's positive view of their individual performance. For 2024, subject to the Committee’s ability to award a lower amount, including the ability not to award any bonus, the AIP payout amounts will again be determined based on our Company’s return on equity (weighted 50%) and pretax margin (weighted 50%). As was the case in 2023, actual performance could result in payouts ranging from 50% to 200% of target, or 0% if performance is below threshold levels. The 2024 target AIP payout amounts will be adjusted in the same manner as in 2023, in that results below the threshold 50% payout level do not result in any payment and results above the maximum do not result in any additional payment. The percentage payout for results between the threshold and maximum will again be determined on a linear sliding scale basis between the two metric points on either side of the actual result (i.e., between the threshold and the target, or the target and the maximum, as applicable). Annual Cash Bonus As part of its review in early 2023, the Committee set target cash bonus amounts that were largely unchanged over 2022, with details as follows: • Mr. DeGiorgio. Mr. DeGiorgio’s target cash bonus was set at $1,750,000; • Mr. Seaton. Mr. Seaton’s target cash bonus was set at $725,000; • Ms. Cornehl. Ms. Cornehl’s target cash bonus was set at $192,500; • Mr. Wajner. Mr. Wajner’s target cash bonus was set at $152,750; and • Mr. Adams. Mr. Adams’s target cash bonus was set at $152,750. The decisions to set the 2023 target cash bonus amounts for each executive officer were based on the Committee’s assessment of relevant peer company and market data as well as prevailing market conditions. In response to our Company's broader expense management efforts, and at the request of management, the Committee determined not to adjust the target cash bonuses amounts for 2023, with the exception of Ms. Cornehl's, which was increased by $10,500 to $192,500 as a result of the Committee's assessment of her target cash bonus amount in comparison to relevant peer company and market data. Each executive officer's AIP cash bonus payout for 2023 was determined by adjusting the target cash bonus amount by the level of achievement on the financial metrics described above and, for Ms. Cornehl and Messrs. Adams and Wajner, taking into account the Discretionary Adjustment. The following table summarizes the computation of the 2023 AIP cash bonuses for each executive officer. It also provides the 2022 AIP cash bonus amounts for comparison purposes. The amounts in the table below are reflected in the Summary Compensation Table under the column entitled “Non-Equity Incentive Plan Compensation.”

  40. Annual Incentive Compensation

    | Named Executive Officer | 2023 Target Annual Cash Bonus | 2023 Metric Result(1) | 2023 Actual Cash Bonus | 2022 Actual Cash Bonus | | DeGiorgio, K. | $1,750,000 | 60% | $1,050,000 | $1,347,500 | | Seaton, M. | $725,000 | 60% | $435,000 | $558,250 | | Cornehl, L. | $192,500 | 72% | $138,600 | $140,140 | | Wajner, M. | $152,750 | 72% | $109,980 | $117,618 | | Adams, S. | $152,750 | 72% | $109,980 | $117,618 |

  41. Annual Incentive Compensation

    (1) The target performance levels and actual performance with respect to the financial metrics are set forth in the metric summary table on page 38. In January 2024, the Committee reviewed the target cash bonus amounts of the executive officers. The Committee determined, based on its assessment of relevant peer company and market data, as well as the strong individual performances of Mr. DeGiorgio and Ms. Cornehl in the face of challenging market conditions, that the target cash bonuses of Mr. DeGiorgio and Ms. Cornehl warranted an adjustment. Consequently, the Committee increased Mr. DeGiorgio's target cash bonus from $1,750,000 to $1,850,000 and Ms. Cornehl's from $192,500 to $297,000 for 2024. The Committee maintained the target cash bonuses of Messrs. Seaton, Adams and Wajner for 2024. Annual Equity Bonus As part of its review in early 2023, the Committee set target Bonus RSU amounts that were largely unchanged over 2022, with details as follows: • Mr. DeGiorgio. Mr. DeGiorgio’s target Bonus RSU amount was set at $1,750,000; • Mr. Seaton. Mr. Seaton’s target Bonus RSU amount was set at $725,000; • Ms. Cornehl. Ms. Cornehl’s target Bonus RSU amount was set at $157,500; • Mr. Wajner. Mr. Wajner’s target Bonus RSU amount was set at $82,250; and • Mr. Adams. Mr. Adams’s target Bonus RSU amount was set at $82,250. The decisions to set the 2023 target Bonus RSU amounts for each executive officer were based on the Committee’s assessment of relevant peer company and market data as well as prevailing market conditions. In response to our Company's broader expense management efforts, and at the request of management, the Committee determined not to adjust the target Bonus RSU amounts for 2023, with the exception of Ms. Cornehl's, which was increased by $59,500 to $157,500 as a result of the Committee's assessment of her target Bonus RSU amount in comparison to relevant peer company and market data. Each executive officer's Bonus RSU payout amount for 2023 was determined by adjusting the target Bonus RSU amount by the level of achievement on the 2023 AIP financial metrics described above and, for Ms. Cornehl and Messrs. Adams and Wajner, taking into account the Discretionary Adjustment. The following table summarizes the computation of the 2023 Bonus RSU amounts for each executive officer. It also provides the 2022 Bonus RSU amounts for comparison purposes.

  42. Annual Incentive Compensation

    | Named Executive Officer | 2023 Target Bonus RSU Amount | 2023 Metric Result(1) | 2023 Actual Bonus RSU Amount | 2022 Bonus RSU Amount | | DeGiorgio, K. | $1,750,000 | 60% | $1,050,000 | $1,347,500 | | Seaton, M. | $725,000 | 60% | $435,000 | $558,250 | | Cornehl, L. | $157,500 | 72% | $113,400 | $75,460 | | Wajner, M. | $82,250 | 72% | $59,220 | $63,332 | | Adams, S. | $82,250 | 72% | $59,220 | $63,332 |

  43. Annual Incentive Compensation

    (1) The target performance levels and actual performance with respect to the AIP financial metrics are set forth in the metric summary table on page 38. In January 2024, the Committee reviewed the target Bonus RSU amounts of the executive officers. The Committee determined, based on its assessment of relevant peer company and market data, as well as the strong individual performances of Mr. DeGiorgio and Ms. Cornehl in the face of challenging market conditions, that the target Bonus RSU amounts of Mr. DeGiorgio and Ms. Cornehl warranted an adjustment. Consequently, the Committee increased Mr. DeGiorgio's target Bonus RSU amount from $1,750,000 to $1,850,000 and Ms. Cornehl's from $157,500 to $243,000 for 2024. The Committee maintained the target Bonus RSU amounts of Messrs. Seaton, Adams and Wajner for 2024. Bonus RSUs are denominated in units of our Company’s common stock. In accordance with Company policy, the number of units granted to an executive officer in 2024 in connection with 2023 performance was determined by dividing the dollar amount of the Bonus RSUs that the Committee determined to be granted by the fair market value of our Company’s stock on February 22, 2024, the second day on which the New York Stock Exchange was open for trading following the submission of our Company’s Annual Report on Form 10-K. Our Company’s 2020 Incentive Compensation Plan defines the fair market value as the last sale price reported for a share of our Company’s common stock on the New York Stock Exchange on the last trading day preceding the grant date. These underlying shares, plus any dividend equivalent shares accrued during the vesting period, are generally distributed to the executive officer upon vesting. The Bonus RSUs issued to executive officers in 2023 and 2024, based on the level of achievement in 2022 and 2023, respectively, vest at a rate of 33 1/3% on each anniversary of the date of grant. The Bonus RSUs issued to executive officers in 2022 in connection with 2021 performance vest at a rate of 25% on each anniversary of the date of grant. Vesting accelerates in certain circumstances, including death, disability, normal retirement, and termination by our Company without cause. In addition, vesting of the Bonus RSUs accelerates in connection with early retirement. Early retirement means the termination of the recipient’s employment, other than for cause, after having reached age 55 and 10 years of service. Normal retirement means the termination of the recipient’s employment, other than for cause, after having reached age 62 (for RSUs granted prior to 2021) or age 60 (for RSUs granted in or after 2021), irrespective of the number of years of service. In the case of death or disability, delivery of the underlying shares is made as soon as administratively practicable. In the case of normal retirement or early retirement or termination by our Company without cause, delivery of the underlying shares is made one year after the termination date. A holder of RSUs has none of the rights of a stockholder unless and until shares are actually delivered to the holder. In the case of disability, early retirement, normal retirement and termination by our Company without cause, the executive officer shall also be required to sign a separation agreement. The Bonus RSUs issued in 2023 and 2024 to our Company’s executive officers, based on the level of achievement in 2022 and 2023, respectively, provided that, except in the case of death, disability or certain change-in-control scenarios, none of the Bonus RSUs would vest unless certain performance criteria were met. In particular, Bonus RSUs would not vest unless the net income of our Company in the year of grant was at least $25 million, excluding Extraordinary Items. For purposes of this calculation, “Extraordinary Items” means (a) asset write-downs, (b) litigation or claim judgments or settlements, (c) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (d) any reorganization and restructuring programs, (e) extraordinary, unusual and/or nonrecurring items of gain or loss and (f) foreign exchange gains and losses. The Committee determined that this target was met for 2023, with the result that the Bonus RSUs granted in 2023 to the executive officers would vest, subject to satisfaction of other applicable conditions. It should be noted that, as required by applicable rules, the Summary Compensation, Grants of Plan-Based Awards and Outstanding Equity Awards at Fiscal Year End tables in this proxy statement reflect Bonus RSUs issued to the executive officers in 2023 for performance in 2022. Similarly, the Bonus RSUs issued in 2024 for performance in 2023 are not reflected in those tables contained in this proxy statement. Applicable rules require that these tables only reflect equity awards granted to the executive officers in 2023.

  44. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation The Committee has continued its practice of tying a meaningful portion of the executive officers' total compensation to long-term incentives through the issuance of long-term incentive awards under the LTI Plan ("LTI Awards"). For the second consecutive year, the Committee elected to issue LTI Awards to executive officers in 2024 (in connection with 2023 performance) in equal 50% allocations of LTI PRSUs with longer-term performance metrics and LTI RSUs with multi-year vesting periods. This is consistent with the Committee's decision to increase the percentage of the LTI Awards granted as LTI PRSUs from 25% to 50% for 2023, with the remaining 50% being granted as LTI RSUs, which modification was based on stockholder feedback and changes in market compensation practices. The Committee believes that LTI Awards effectively align the interests of executive officers with those of its long-term stockholders. The Committee believes that LTI Awards, particularly being coupled with the AIP Bonus RSU pay element, discourage executive officers from taking excessive risk for short-term gains, focus executive officers on increasing long-term stockholder value and increase retention. The approximate dollar values of the LTI Awards granted by the Committee to each of the executive officers in 2024 in connection with 2023 performance are provided in the following table, together with the comparable amounts granted in 2023 for 2022 performance.

  45. Long-Term Equity Incentive Compensation

    | Named Executive Officer | LTI RSUs Granted in 2024 in Connection with 2023 Performance(1) | LTI PRSUs Granted in 2024 in Connection with 2023 Performance(1)(2) | Total LTI Awards Granted in 2024 in Connection with 2023 Performance(1) | LTI Awards Granted in 2023 in Connection with 2022 Performance(1) | | DeGiorgio, K. | $1,575,000 | $1,575,000 | $3,150,000 | $2,825,000 | | Seaton, M. | $800,000 | $800,000 | $1,600,000 | $1,400,000 | | Cornehl, L. | $275,000 | $275,000 | $550,000 | $400,000 | | Wajner, M. | $110,000 | $110,000 | $220,000 | $220,000 | | Adams, S. | $82,500 | $82,500 | $165,000 | $165,000 |

  46. Long-Term Equity Incentive Compensation

    (1) The actual grant date dollar value of the LTI Awards may differ slightly from these dollar amounts in the table due to rounding. The LTI Awards granted in 2024 in connection with 2023 performance were granted on February 22, 2024, and the LTI Awards granted in 2023 in connection with 2022 performance were granted on February 16, 2023, in both cases pursuant to our Company’s policy of granting RSUs to executive officers on the second day on which the New York Stock Exchange is open for trading following the submission of the Annual Report on Form 10-K. The dollar amount reflects the target value of the LTI PRSU award approved by the Committee. The actual value of the award and the number of shares ultimately received by a recipient will vary based on our total shareholder return over the three-year performance period relative to the companies in the S&P MidCap 400 Index at the beginning of the performance period. The grant date fair values of the awards, as determined under applicable accounting guidance for financial reporting purposes, are as follows: $1,825,127 for Mr. DeGiorgio, $927,066 for Mr. Seaton, $318,645 for Ms. Cornehl, $127,445 for Mr. Wajner and $95,567 for Mr. Adams.

  47. Long-Term Equity Incentive Compensation

    | In determining the amount of LTI RSUs and target LTI PRSUs ("Target PRSUs") to grant to executive officers, the Committee reviewed the performance of our Company and the executive officers along with compensation levels at peer companies and market data. The Committee's decision further reflected the Committee's assessment of the individual performance of these executive officers during the year, including with respect to their areas of responsibility, their management of circumstances that arose from the cybersecurity incident and other notable achievements, and challenges faced, as summarized in the “Performance Overview” section beginning on page 22. Among other considerations, the award increase for Mr. DeGiorgio reflected his commendable leadership throughout the year, enabling the Company to sustain financial performance despite historically difficult market conditions, and successes in strategic | |

  48. Long-Term Equity Incentive Compensation

    initiatives that drove long-term value creation for our stockholders. Ms. Cornehl’s award increase was supported by her continued growth in the Chief Legal Officer role as she led our legal team and efforts to manage compliance and risk. The award increase for Mr. Seaton and the flat year-over-year awards for Messrs. Wajner and Adams further demonstrated their ongoing strength in leading the Company’s finances through difficult market conditions. The executive officers' contributions were also reflected in the Company's achievements against ESG initiatives, leading to the Company's continued recognition on notable workplace lists, including People® Magazine's Companies that Care list for the third consecutive year, the Fortune 100 Best Companies to Work For® list for the eighth consecutive year and the Fortune Best Workplaces for Women® list for the eighth consecutive year. In accordance with Company policy, the number of target units granted to an executive in 2024 in connection with 2023 performance was determined by dividing the dollar amount of the Target PRSUs that the Committee determined to be granted by the fair market value of our Company’s stock on February 22, 2024, the second day on which the New York Stock Exchange was open for trading following the submission of our Company’s Annual Report on Form 10-K. Our Company’s 2020 Incentive Compensation Plan defines the fair market value as the last sale price reported for a share of our Company’s common stock on the New York Stock Exchange on the last trading day preceding the grant date. A holder of LTI PRSUs has none of the rights of a stockholder unless and until shares are actually delivered to the holder. LTI PRSUs represent the right to receive shares of common stock of our Company in an amount from 0% to 200% of the Target PRSUs. The number of shares earned will be determined based on relative total shareholder return ("rTSR") over a three-year performance period as compared to the companies in the S&P MidCap 400 Index at the beginning of the performance period (the “Index”) with the number of delivered shares equal to the number of Target PRSUs multiplied by the applicable percentage set forth in the following table (“Earned PRSUs”). The shares underlying the Earned PRSUs, plus any dividend equivalent shares accrued prior to delivery, generally become earned upon satisfaction of the service requirement. The service requirement is satisfied if the recipient does not experience a termination of employment prior to the third anniversary of the the date of grant.

  49. Long-Term Equity Incentive Compensation

    | Performance Level | rTSR Rank(1) | Payout(2) | | Below Threshold | <25th Percentile | 0% | | Threshold | 25th Percentile | 50% | | Target | 50th Percentile | 100% | | Maximum | >=75th Percentile | 200% |

  50. Long-Term Equity Incentive Compensation

    (1) rTSR Rank is calculated based on our Company’s total shareholder return relative to the total shareholder return of each company in the Index. (2) For performance between threshold and target and between target and maximum, the percentage of the Target PRSUs that become Earned PRSUs will be determined on straight line interpolation. LTI PRSUs granted in 2024 have a performance period of January 1, 2024 through December 31, 2026. The service requirement is also deemed satisfied in certain circumstances, including death, disability and normal retirement. Normal retirement means the termination of the executive officer’s employment, other than for cause, after having reached age 60 irrespective of the number of years of service. In the case of disability, normal retirement and termination by our Company without cause the executive officer shall also be required to sign a separation agreement. In the case of death or disability, the executive officer shall receive shares equal to the number of Target PRSUs as soon as administratively practicable. In the case of normal retirement, the executive officer shall receive shares equal to the number of Earned PRSUs (as defined in our Company’s 2020 Incentive Compensation Plan) after the end of the performance period. In addition, the service requirement is deemed satisfied in connection with termination by our Company without cause, but only for the portion of the three-year vesting period actually completed, with payout based on actual performance at the end of the performance period. Other than the early retirement provisions, the terms of the LTI RSUs are identical to the terms of the Bonus RSUs described above beginning on page 41. Like Bonus RSUs, LTI RSUs for executive officers are also tied to a performance-vesting condition. As indicated above with respect to Bonus RSUs, as required by applicable rules, LTI Awards granted in 2024 in connection with 2023 performance are not reflected in the Summary Compensation table, the Grants of Plan-Based Awards table or the Outstanding Equity Awards at Fiscal Year End table contained herein. Those tables reflect LTI Awards granted in 2023 in connection with 2022 performance.

  51. Summary of Base Salary, Cash Bonus and Equity Incentive Compensation Paid for 2023

    Summary of Base Salary, Cash Bonus and Equity Incentive Compensation Paid for 2023 The following table summarizes for each executive officer the amount paid or awarded in connection with 2023 performance in the form of total base salary, cash bonus (paid in 2024 for 2023 performance), Bonus RSUs (granted in 2024 for 2023 performance) and LTI Awards (granted in 2024 in connection with 2023 performance). This table is not a substitute for the compensation tables required by the Securities and Exchange Commission and included under the heading “Executive Compensation Tables” herein, but it provides a more accurate picture of how the Committee viewed its compensation actions for the executive officers in connection with performance in 2023:

  52. Summary of Base Salary, Cash Bonus and Equity Incentive Compensation Paid for 2023

    | | | Paid/Issued in 2024 in Connection with 2023 Performance | | | | | | | Named Executive Officer | Base Salary Paid in 2023(1) | Actual Cash Bonus | Bonus RSUs | LTI RSUs | LTI PRSUs(2) | Total for 2023 | Total for 2022(3) | | DeGiorgio, K. | $832,500 | $1,050,000 | $1,050,000 | $1,575,000 | $1,575,000 | $6,082,500 | $6,385,673 | | Seaton, M. | $630,000 | $435,000 | $435,000 | $800,000 | $800,000 | $3,100,000 | $3,181,500 | | Cornehl, L. | $407,162 | $138,600 | $113,400 | $275,000 | $275,000 | $1,209,162 | $1,005,600 | | Wajner, M. | $350,000 | $109,980 | $59,220 | $110,000 | $110,000 | $739,200 | $747,872 | | Adams, S. | $350,000 | $109,980 | $59,220 | $82,500 | $82,500 | $684,200 | $695,949 |

  53. Summary of Base Salary, Cash Bonus and Equity Incentive Compensation Paid for 2023

    (1) Base salary paid in 2023 is equal to the corresponding amount reflected in the Summary Compensation Table under the column entitled “Salary”. Unlike the tables presented earlier in this section, the figures for base salaries paid, as reflected in this table above, account for the temporary and voluntary reductions in base salary for Messrs. DeGiorgio and Seaton and Ms. Cornehl, as described above. (2) The dollar amount reflects the target value of the LTI PRSU award approved by the Committee. The actual value of the award and the number of shares ultimately received by a recipient will vary based on our total shareholder return over the three-year performance period relative to the companies in the S&P MidCap 400 Index at the beginning of the performance period. The grant date fair values of the awards, as determined under applicable accounting guidance for financial reporting purposes, are as follows: $1,825,127 for Mr. DeGiorgio, $927,066 for Mr. Seaton, $318,645 for Ms. Cornehl, $127,445 for Mr. Wajner and $95,567 for Mr. Adams. (3) For purposes of the calculation of the total, base salary paid in 2022 is equal to the corresponding amount reflected in the Summary Compensation Table under the column entitled “Salary”.

  54. Clawback Policy

    Clawback Policy Our Company has adopted a clawback policy applicable to all executive officers that is intended to comply with, and to be administered and interpreted consistent with the requirements of Listing Standard 303A.14 adopted by the New York Stock Exchange to implement Rule 10D-1 under the Securities Act. The policy generally provides for the recoupment of excess incentive compensation received during the three full fiscal years prior to the date that the Company is required to prepare an accounting restatement of the Company’s financial statements. The description of the Company’s clawback policy provided herein is qualified in its entirety by reference to the Policy Governing the Recovery of Certain Incentive Compensation that is attached as an exhibit to the Form 10-K filed by our Company on February 20, 2024. In addition, under Section 304 of the Sarbanes-Oxley Act of 2002, if our Company is required to restate our financial statements due to material noncompliance with any financial reporting requirements as a result of misconduct, the chief executive officer and chief financial officer may be required to reimburse our Company for any bonus or other incentive-based or equity-based compensation received during the 12 months following the first public issuance of the non-complying document and any profits realized from the sale of securities of our Company during that twelve-month period. In addition, our Company’s 2020 and 2010 Incentive Compensation Plans and the employee form of Restricted Stock Unit Award Agreement and form of Performance Restricted Stock Award Agreement provide for the forfeiture or recoupment of previously awarded compensation under certain circumstances if an executive officer’s misconduct causes loss or damage to our Company or our reputation.

  55. Employment Agreements

    Employment Agreements Messrs. DeGiorgio and Seaton and Ms. Cornehl are parties to employment agreements with our Company. Mr. DeGiorgio originally entered into his employment agreement in 2008, Mr. Seaton originally entered into his employment agreement in 2014, and Ms. Cornehl originally entered into her employment agreement in 2022. Each of the agreements for Messrs. DeGiorgio and Seaton and Ms. Cornehl were most recently renewed in 2024 and the term of each of those agreements now expires on December 31, 2026. The decision to renew the agreements reflected the Committee’s favorable evaluation of the performance of these executive officers, its view that the contracts provide an important retention incentive and the potential benefit to our Company from the non-competition, non-solicitation and other covenants in the contracts, provided that those provisions do not apply to the extent they are inconsistent with or violate any federal or state law or specific government mandate, order, injunction, consent, assurance of discontinuance, or decree. The agreements specify minimum base salaries equal to the base salaries paid to such individuals at the time of execution thereof, namely $925,000, $700,000 and $450,000 for Messrs. DeGiorgio and Seaton and Ms. Cornehl, respectively. Determinations regarding bonus amounts, long term incentive awards and any increases in base salary remain at the discretion of the Committee. The agreements provide that if our Company terminates the executive officer’s employment without cause, the executive officer is entitled to an amount representing twice the sum of the executive officer’s base salary and the second largest of the prior three years’ bonuses. Half of this sum would be paid over the first year following termination in twelve equal monthly installments, and the other half would be paid at the end of this one-year period. The executive officer’s receipt of these amounts would be contingent on our Company’s receipt of a release from the executive officer as well as the executive officer’s compliance with certain non-solicitation and confidentiality provisions contained within the agreement, provided that those provisions do not apply to the extent they are inconsistent with or violate any federal or state law or specific government mandate, order, injunction, consent, assurance of discontinuance, or decree. In addition, with respect to an executive officer who participates in the First American Financial Corporation Executive Supplemental Benefit Plan (the “SERP”), if the executive officer's employment is terminated without cause and they would otherwise during the term of the agreement have reached their “early retirement date” under the SERP, which is discussed in further detail below, then their benefit will be deemed vested on the early retirement date notwithstanding the termination. No additional benefits are payable in the event that the executive officer voluntarily terminates or termination is on account of death or disability or is for cause. Under the agreements, cause is defined to include (1) embezzlement, theft or misappropriation of Company property, (2) willful breach of any fiduciary duties owed to our Company, (3) willful failure or refusal to comply with applicable rules and regulations, (4) commission of a felony or of any crime involving moral turpitude, fraud, or misrepresentation, (5), refusal to perform job duties or reasonable directives from the executive officer’s superior or the Board and (6) any gross negligence or willful misconduct resulting in loss or damage to the reputation of our Company. The agreements are attached or referenced as an exhibit to the Form 10-K filed by our Company with the Securities and Exchange Commission on February 20, 2024.

  56. Change-in-Control and Post-Termination Arrangements

    Change-in-Control and Post-Termination Arrangements Award agreements evidencing all outstanding awards provide that vesting will not accelerate as a result of a change-in-control that has been approved by our Company’s Board. The LTI PRSU award agreements further provide that the performance goal will be measured based on actual performance through the date of such change of control, with the final price based on the stock price immediately prior to the consummation of such change of control. Absent the specific language in the award agreements, vesting in the event of a change-in-control would be governed by the terms of our Company’s 2020 and 2010 Incentive Compensation Plans. The SERP provides additional benefits to participants under age 55 if they are involuntarily terminated within 36 months of a change-in-control. In that circumstance, benefits commence as if the participant had attained early retirement age, subject to an actuarial reduction. The document evidencing the SERP is attached as an exhibit to the Form 10-K filed by our Company on March 1, 2011 and Amendment No. 1 thereto is attached as an exhibit to the Form 10-K filed on February 23, 2015. Change-in-Control Agreements. As part of our Company’s efforts to retain key employees, it has entered into agreements with each of the executive officers to provide for certain benefits in the event the executive officer is terminated following a change-in-control. As described below, the severance payment is primarily two times the sum of base salary and target bonus. In the opinion of the Committee, this structure reflects current best practices with respect to such agreements. Under the agreement, a “change-in-control” means any one of the following with respect to our Company: • a merger or consolidation of our Company in which our Company’s stockholders end up owning less than 50% of the voting securities of the surviving entity; • the sale, transfer or other disposition of all or substantially all of our Company’s assets or the complete liquidation or dissolution of our Company; • a change in the composition of our Company’s Board over a two-year period as a result of which fewer than a majority of the directors are incumbent directors, as defined in the agreement; or • the acquisition or accumulation by any person or group, subject to certain limited exceptions, of at least 25% of our Company’s voting securities. If the termination of the executive officer’s employment occurs without cause or if the executive officer terminates such employment for good reason within 36 months following the change-in-control, our Company is required to pay the following benefits in one lump sum within ten business days: • the executive officer’s base salary through and including the date of termination and any accrued but unpaid annual incentive bonus; • an annual incentive bonus for the year in which the termination occurs in an amount equal to the target bonus for the year of termination (or if there is no target annual incentive bonus or under certain other specified circumstances, the average of the annual incentive bonuses paid for the three prior years), prorated through the date of termination; • accrued and unpaid vacation pay; unreimbursed business expenses; two times the executive officer’s annual base salary in effect immediately prior to the termination; and • two times the executive officer’s target bonus (or if there is no target annual incentive bonus or under certain other specified circumstances, two times the average of the annual incentive bonuses paid for the three prior years). In addition, for a period of 24 months following the date on which the executive officer’s employment terminates, our Company will provide the same level of benefits and perquisites that the executive officer received at the time of termination or, if more favorable to the executive officer, at the time at which the change-in-control occurred. These benefits include tax-qualified and nonqualified savings plan benefits (excluding, however, any supplemental benefit plans), medical insurance, disability income protection, life insurance coverage and death benefits. To the extent that the executive officer cannot participate in the plans previously available, our Company will provide such benefits (or a cash equivalent) on the same after-tax basis as if they had been available. These obligations are reduced by any welfare benefits made available to the executive officer from subsequent employers. If the amount payable under the agreements, together with other payments and benefits, would constitute an “excess parachute payment” under the Internal Revenue Code and, consequently, be subject to excise tax, the change-in-control agreements provide for a reduction in the amount payable to that amount that would result in the elimination of the excise tax, provided that the reduced amount exceeds the net amount the executive officer would receive if the excise tax had been applied. The change-in-control agreements automatically extend for additional one-year periods unless either party notifies the other not later than the preceding January 1 that it does not wish to extend the term. The form change-in-control agreement is attached as an exhibit to the Form 10-Q filed by our Company on November 1, 2010. Payments due Upon Termination and/or a Change-in-Control. Calculations and further explanation of the payments due the executive officers upon termination of employment and/or a change-in-control are found under the portion of the “Executive Compensation Tables” section of this document entitled “Potential Payments Upon Termination or Change-in-Control.”

  57. Impact of Tax and Accounting

    Impact of Tax and Accounting In reaching decisions on executive compensation, the Committee generally considers the tax and accounting consequences to our Company, including the fact that compensation (including performance-based compensation) in excess of $1 million paid to covered executive officers is generally not deductible for federal income tax purposes under Section 162(m) of the Internal Revenue Code of 1986. Under accounting guidance, long-term incentive grants of RSUs (Bonus and LTI) to executive officers and employees are recognized as compensation expense by our Company. Compensation expense for such awards is equal to the grant-date fair values of the instruments being issued and is generally recognized over the requisite service period of the award.

  58. Summary Compensation Table

    Summary Compensation Table

  59. 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 | 2023 | $832,500 | $— | $4,841,829 | $1,050,000 | $332,267 | $12,761(4) | $7,069,357 | | Chief Executive Officer | 2022 | $865,673 | $— | $3,792,696 | $1,347,500 | $— | $20,730 | $6,026,599 | | | 2021 | $818,462 | $— | $2,741,970 | $1,531,250 | $79,578 | $11,661 | $5,182,921 | | Mark E. Seaton | 2023 | $630,000 | $— | $2,289,842 | $435,000 | $— | $10,151(5) | $3,364,993 | | EVP, Chief Financial Officer | 2022 | $665,000 | $— | $2,641,705 | $558,250 | $— | $18,400 | $3,883,355 | | | 2021 | $693,462 | $— | $2,080,923 | $1,268,750 | $— | $9,549 | $4,052,684 | | Lisa W.Cornehl | 2023 | $407,162 | $— | $570,154 | $138,600 | $— | $9,910(6) | $1,125,826 | | SVP, Chief Legal Officer | 2022 | $390,000 | $— | $319,849 | $140,140 | $— | $18,200 | $868,189 | | Matthew F. Wajner | 2023 | $350,000 | $— | $335,419 | $109,980 | $— | $9,849(7) | $805,248 | | VP, Treasurer | 2022 | $346,923 | $— | $333,357 | $117,618 | $— | $18,050 | $815,948 | | | 2021 | $323,692 | $— | $278,080 | $275,625 | $— | $9,549 | $886,946 | | Steven A. Adams | 2023 | $350,000 | $— | $267,313 | $109,980 | $— | $9,850(8) | $737,143 | | VP, Chief Accounting Officer | 2022 | $350,000 | $— | $290,079 | $117,618 | $— | $18,100 | $775,797 |

  60. Summary Compensation Table

    (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 2023 are in connection with performance metrics from 2022). 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, 2023. (3) For 2023, 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 2023 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 $9,150 to his account in our Company’s tax qualified 401(k) savings plan, (b) life insurance premiums of $2,611 and (c) Company paid executive long-term disability insurance premium of $1,000. (5) This amount consists of (a) Company contributions of $9,150 to his account in our Company’s tax qualified 401(k) savings plan and (b) Company paid executive long-term disability insurance premium of $1,001. (6) This amount consists of (a) Company contributions of $9,150 to her account in our Company’s tax qualified 401(k) savings plan and (b) Company paid executive long-term disability insurance premium of $760. (7) This amount consists of Company contributions of $9,150 to his account in our Company’s tax qualified 401(k) savings plan and (b) Company paid executive long-term disability insurance premium of $699. This amount consists of Company contributions of $9,150 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.

  61. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table contains information concerning the annual cash bonus award opportunity and awards of Bonus RSUs, LTI RSUs and LTI PRSUs made by our Company to each of our NEOs during fiscal year 2023.

  62. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Grant Date Fair Value of Stock | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Awards ($) | | Kenneth D. DeGiorgio | 2/16/2023 (1) | 2/1/2023 | $350,000 | $1,750,000 | $4,025,000 | | | | | | | 2/16/2023 (2) | 2/1/2023 | | | | — | 22,075 | — | $1,347,458 | | | 2/16/2023 (3) | 2/1/2023 | | | | — | 23,140 | — | $1,412,465 | | | 2/16/2023 (4) | 2/1/2023 | | | | 11,570 | 23,140 | 46,280 | $2,081,906 | | Mark E. Seaton | 2/16/2023 (1) | 2/1/2023 | $145,000 | $725,000 | $1,667,500 | | | | | | | 2/16/2023 (2) | 2/1/2023 | | | | — | 9,145 | — | $558,211 | | | 2/16/2023 (3) | 2/1/2023 | | | | — | 11,467 | — | $699,945 | | | 2/16/2023 (4) | 2/1/2023 | | | | 5,734 | 11,467 | 22,934 | $1,031,686 | | Lisa W.Cornehl | 2/16/2023 (1) | 2/1/2023 | $38,500 | $192,500 | $442,750 | | | | | | | 2/16/2023 (2) | 2/1/2023 | | | | — | 1,236 | — | $75,445 | | | 2/16/2023 (3) | 2/1/2023 | | | | — | 3,276 | — | $199,967 | | | 2/16/2023 (4) | 2/1/2023 | | | | 1,638 | 3,276 | 6,552 | $294,742 | | Matthew F. Wajner | 2/16/2023 (1) | 2/1/2023 | $30,550 | $152,750 | $351,325 | | | | | | | 2/16/2023 (2) | 2/1/2023 | | | | — | 1,037 | — | $63,298 | | | 2/16/2023 (3) | 2/1/2023 | | | | — | 1,802 | — | $109,995 | | | 2/16/2023 (4) | 2/1/2023 | | | | 901 | 1,802 | 3,604 | $162,126 | | Steven A. Adams | 2/16/2023 (1) | 2/1/2023 | $30,550 | $152,750 | $351,325 | | | | | | | 2/16/2023 (2) | 2/1/2023 | | | | — | 1,037 | — | $63,298 | | | 2/16/2023 (3) | 2/1/2023 | | | | — | 1,351 | — | $82,466 | | | 2/16/2023 (4) | 2/1/2023 | | | | 676 | 1,351 | 2,702 | $121,549 |

  63. Grants of Plan-Based Awards

    (1) Amounts represent the threshold, target and maximum amounts payable with respect to amounts awarded under our Company’s AIP for 2023. Under the plan, the Compensation Committee has the discretion to decrease or increase the final payout by up to 30 percentage points. The Compensation Committee also retains the ability to award ultimately a lower amount, including the discretion not to award any amount. The amounts disclosed reflect the potential 30-percentage point increase/reduction based on strategic performance (230% and 20% of the target amount, respectively). See “Compensation Discussion and Analysis—Pay Elements and Practices—Annual Incentive Compensation.” The amounts identified in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table are the actual amounts paid under the plan. (2) Grants represent the Bonus RSUs issued in 2023 for 2022 performance. Vesting of Bonus RSUs occurs at a rate of 33 1/3% per year on each anniversary of the grant date, and would not occur unless, as was the case, the net income of our Company for 2023 was at least $25 million, excluding Extraordinary Items. (3) Grants represent the LTI RSUs issued in 2023 for 2022 performance. Vesting of LTI RSUs occurs at a rate of 33 1/3% per year on each anniversary of the grant date, and would not occur unless, as was the case, the net income of our Company for 2022 was at least $25 million, excluding Extraordinary Items. Amounts represent LTI PRSUs which were awarded in 2023 in connection with 2022 performance. The number of LTI PRSUs reported above illustrates the three-year relative TSR performance metric at threshold, target or maximum.

  64. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table shows outstanding equity awards of our Company held by the NEOs as of December 31, 2023.

  65. Outstanding Equity Awards at Fiscal Year-End

    | Name | Grant Date | Number of Shares or Units of RSU That Have Not Vested(1) (#) | Market Value of Shares or Units of RSU That Have Not Vested(2) ($) | Number of Shares or Units of PRSU That Have Not Vested(3) (#) | Market Value of Shares or Units of PRSU That Have Not Vested(4) ($) | | Kenneth D. DeGiorgio | 2/20/2020 | 13,044 | 840,555 | — | — | | | 2/18/2021 | 26,937 | 1,735,820 | — | — | | | 2/22/2022 | 34,723 | 2,237,550 | 8,289 | 534,143 | | | 2/16/2023 | 46,855 | 3,019,336 | 23,979 | 1,545,207 | | Mark E. Seaton | 2/20/2020 | 9,601 | 618,688 | — | — | | | 2/18/2021 | 20,440 | 1,317,154 | — | — | | | 2/22/2022 | 25,098 | 1,617,315 | 5,030 | 324,133 | | | 2/16/2023 | 21,357 | 1,376,245 | 11,882 | 765,676 | | Lisa W.Cornehl | 2/20/2020 | 69 | 4,446 | — | — | | | 2/18/2021 | 583 | 37,569 | — | — | | | 2/22/2022 | 2,865 | 184,621 | 745 | 48,008 | | | 2/16/2023 | 4,672 | 301,064 | 3,393 | 218,645 | | Matthew F. Wajner | 2/20/2020 | 1,244 | 80,163 | — | — | | | 2/18/2021 | 2,734 | 176,179 | — | — | | | 2/22/2022 | 2,977 | 191,838 | 786 | 50,650 | | | 2/16/2023 | 2,938 | 189,325 | 1,866 | 120,245 | | Steven A. Adams | 12/21/2020 | 396 | 25,518 | — | — | | | 2/18/2021 | 982 | 63,280 | — | — | | | 2/22/2022 | 2,708 | 174,504 | 588 | 37,891 | | | 2/16/2023 | 2,471 | 159,231 | 1,399 | 90,152 |

  66. Outstanding Equity Awards at Fiscal Year-End

    (1) LTI RSU awards granted in 2023 in connection with 2022 performance vest 33 1/3% each year on the anniversary of the grant date. LTI RSU awards granted before 2022 and Bonus RSU awards granted before 2023 vest 25% per year. LTI RSU and Bonus RSU awards granted to Ms. Cornehl and Mr. Adams prior to their appointment as NEOs in 2023 vest 33 1/3% each year. These amounts include RSUs that may no longer be subject to a substantial risk of forfeiture (due to retirement vesting provisions), but that remain subject to restrictions and have not yet been distributed. (2) The market value was calculated by multiplying the number of unvested units shown in the table by $64.44, which was the closing market price on December 29, 2023, the last trading day of our fiscal year. (3) Amounts shown illustrate a target-level performance result for the three-year relative TSR metric. The market value was calculated by multiplying the number of unvested units shown in the table by $64.44, which was the closing market price on December 29, 2023, the last trading day of our fiscal year.

  67. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information concerning value realized by each of the NEOs upon vesting of stock during 2023.

  68. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Kenneth D. DeGiorgio | 52,582 | $3,093,540 | | Mark E. Seaton | 38,360 | $2,257,407 | | Lisa W. Cornehl | 2,122 | $125,488 | | Matthew F. Wajner | 5,005 | $294,559 | | Steven A. Adams | 1,910 | $114,641 |

  69. Pension Benefits

    Pension Benefits The following table shows the actuarial present value of the accumulated retirement benefits payable upon normal retirement age to Mr. DeGiorgio, our one NEO eligible for benefits under the SERP, computed as of December 31, 2023. The amounts are based upon benefits provided to Mr. DeGiorgio under the SERP. Messrs. Seaton, Wajner and Adams, and Ms. Cornehl were never participants in the SERP.

  70. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service(1) (#) | Present Value of Accumulated Benefits ($) | Payments During Last Fiscal Year ($) | | Kenneth D. DeGiorgio | SERP(2) | 24.8 | $2,222,573 | $— |

  71. Pension Benefits

    (1) Credited years of service for benefit calculation purposes is the time between the participant’s commencement of participation in the plan and December 31, 2023. Participants in the SERP must have completed 10 years of credited service in order to be eligible to receive SERP benefits. Years of credited service beyond the minimum 10 year requirement do not result in any additional benefits under the SERP. (2) SERP eligibility requires 10 years of service and five years of participation in the plan with the benefit dependent on age at retirement between 55 and 62, rather than credited years of service. The following assumptions were used for calculating present values: interest rate of 5.21%, post-retirement mortality per the Pri-2012 “Retirees” and “Contingent Survivors” tables projected generationally beyond 2012 using MP-2021 Order 2 Graduation Alternative Projection Scale. The “Contingent Survivors” tables will be used for spouses only after death of the primary retiree. Benefit is payable as a 50% joint and survivor annuity and spouse is assumed to be one year younger than the participant. The SERP, which was closed to new participants on January 1, 2011, provides retirement benefits for, and pre-retirement death benefits with respect to certain key management personnel. Under the plan, upon retirement at normal retirement date (the latest of age 62, the date on which the participant completes 10 years of service and the date on which the participant was covered, in combination, by the plan for five years) the participant generally receives a joint life and 50% survivor annuity benefit equal to 30% of “final average compensation.” “Final average compensation” is generally equal to the participant’s average one year covered compensation for the five-year period ending on December 31, 2010, irrespective of the participant’s actual retirement date. Final average compensation generally includes base salary and commissions, cash bonuses and stock bonuses that are granted to compensate for past services (such as Bonus RSUs). The maximum annual benefit under the SERP is capped at $500,000 for our Company’s chief executive officer and at $350,000 for all other participants. To be eligible to receive benefits under the plan, a participant must be at least age 55, have been an employee of our Company or one of our subsidiaries for at least 10 years and covered by the plan for at least five years. In the event of early retirement, benefits under the SERP are generally reduced by 5.952% for each year prior to age 62 in which retirement actually occurs. The pre-retirement death benefit under the SERP generally consists of 10 annual payments, each of which equals 15% of final average compensation. Subject to applicable legal rules, the Board can, in its discretion, pay the participant or beneficiary in an actuarial equivalent lump sum or other form of benefit. In the event of a “change-in-control” (as defined in the plan) of our Company, benefits under the SERP become 100% vested, and, if within 36 months following the change in control the participant’s employment is terminated by our Company without cause or by the participant for good reason, the participant will be entitled to benefits equal to the benefits provided by the plan (subject to reductions for early retirement) or, if the participant is not yet eligible for early retirement, subject to an actuarial reduction. Participants who engage in competition with our Company, either during their employment with, or following their departure from, our Company, forfeit their right to receive any vested benefits under the plan, provided that those provisions do not apply to the extent they are inconsistent with or violate any federal or state law or specific government mandate, order, injunction, consent, assurance of discontinuance, or decree. Competition is defined to include involvement with a competing business; the misappropriation, sale, use or disclosure of our Company’s trade secrets, confidential or proprietary information; and solicitation of Company employees or customers.

  72. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation As reflected in the following table, certain of the NEOs have elected to participate in the First American Financial Corporation Deferred Compensation Plan (the “Deferred Compensation Plan”) and/or elected to defer receipt of shares from RSUs granted under our 2010 and/or 2020 Incentive Compensation Plans. Messrs. Seaton, Wajner and Adams and Ms. Cornehl did not have any nonqualified deferred compensation.

  73. Nonqualified Deferred Compensation

    | Name | Executive Deferrals in Last FY(1) ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Amount of Deferred Compensation at Last FYE(3) ($) | | Kenneth D. DeGiorgio | $— | $— | $631,151 | $3,961,926 | $4,164,360 |

  74. Nonqualified Deferred Compensation

    (1) Represents the amount contributed during the year to the Deferred Compensation Plan plus the value of any RSUs vested during the year but subject to deferred distribution. The amount contributed during the year is included in the Summary Compensation Table; however, the value of any RSUs vested during the year but subject to deferred distribution is not reflected in the Summary Compensation Table. (2) Represents earnings or losses on participant-selected investment options in the Deferred Compensation Plan and/or the increase or decrease in the fair market value of the deferred RSUs, including dividend equivalents thereon. These amounts are not reflected in the Summary Compensation Table. (3) This amount is as of December 31, 2023. The amount is included in the fiscal year-end balance and $949,335 of the amount was previously reported as compensation to the listed executive officer in the Summary Compensation Table. The Deferred Compensation Plan offers a select group of management and highly compensated employees the opportunity to elect to defer up to 100% of their base salary, commissions and certain eligible cash bonuses. A committee appointed by the Board is responsible for administering the plan. The plan is unfunded and unsecured. However, our Company informally funds the plan through variable universal life insurance and absorbs all insurance charges. Our Company maintains a deferral account for each participating employee on a fully vested basis for all deferrals. Participants can choose to have their cash benefits paid in one lump sum or in quarterly payments upon termination of employment or death. Subject to the terms and conditions of the plan, participants also may elect scheduled and nonscheduled in-service withdrawals of compensation deferred prior to January 1, 2005, and the earnings and losses attributable thereto. Withdrawals of compensation deferred after December 31, 2004, and the earnings and losses attributable thereto, must be scheduled by the participant at the time the participant elects to defer such compensation. Participants allocate their deferrals among a variety of investment crediting options offered under the plan. The investment crediting rates are based upon the rates of return available under certain retail mutual funds. For all participants who joined the Deferred Compensation Plan prior to December 31, 2001, the plan provides a pre-retirement death benefit equal to the lesser of 15 times the amount deferred in the participant’s first year of participation or $2 million. The death benefit is reduced beginning at age 61 by 20% per year. Participants who join the plan after December 31, 2001 are not eligible for this death benefit. Our Company maintains term life insurance policies to fund this enhanced pre-retirement death benefit. Our 2010 and 2020 Incentive Compensation Plans offer a select group of management and highly compensated employees the opportunity to defer the distribution of their RSUs to a future date beyond the scheduled vesting date. Participants may elect to defer the distribution of a particular vesting tranche of an award to a future date while employed with our Company, upon termination of employment or in annual installments over two to 15 years post termination of employment. With respect to deferrals to a future date while employed, participants must specify the year in which they wish to receive the distribution of the RSUs, provided that such year is later than the year of the scheduled vesting date. The resulting deferred distribution date will be the anniversary of the grant date in the year selected. If the participant terminates employment prior to the scheduled vesting date, the deferral election will not apply and the payment of such RSUs will be handled pursuant to the terms of the RSU Award Agreement. If the participant terminates employment after a scheduled vesting date but prior to the deferred distribution date, the participant will receive the distribution of the deferred RSUs upon termination. If the initial deferral election is made after the grant date, the deferred RSUs will be distributed following the later of the termination date or five years from the scheduled vesting date.

  75. Potential Payments upon Termination or Change-in-Control

    Potential Payments upon Termination or Change-in-Control The following tables describe payments and other benefits that would be provided to the NEOs under the specified circumstances upon a change-in-control of our Company or their termination on December 31, 2023. For further discussion, see “Change-in-Control and Post-Termination Arrangements” beginning on page 47.

  76. Kenneth D. DeGiorgio

    Kenneth D. DeGiorgio

  77. Kenneth D. DeGiorgio

    | | | Involuntary Termination | | Change-in-Control | | | | | Executive Payments and Benefits Upon Termination | Voluntary Termination | For Cause | Without Cause/By Employee for Good Reason | Without Termination | With Termination Without Cause/By Employee for Good Reason | Death | Disability | | Amounts Due to Triggering Event | | | | | | | | | Severance | $— | $— | $7,240,000(1) | $— | $8,850,000(2) | $— | $— | | Bonus | $— | $— | $— | $— | $3,500,000(3) | $— | $— | | Accelerated Vesting of RSUs(4) | $— | $— | $9,458,890 | $9,912,612 | $9,912,612 | $9,912,612 | $9,912,612 | | Benefit Continuation | $— | $— | $— | $— | $183,297(5) | $— | $— | | Enhanced SERP(6) | $— | $— | $— | $— | $2,088,927(7) | $1,053,935(8) | $2,197,390(9) | | Incremental Severance Sub-Total | $— | $— | $16,698,890 | $9,912,612 | $24,534,836 | $10,966,547 | $12,110,002 | | Previously Earned/ Vested Amounts | | | | | | | | | Deferred Compensation Plan | $4,164,360 | $4,164,360 | $4,164,360 | $4,164,360 | $4,164,360 | $4,776,735(10) | $4,164,360 | | Vested 401(k) Savings Plan Balance | $1,848,610 | $1,848,610 | $1,848,610 | $1,848,610 | $1,848,610 | $1,848,610 | $1,848,610 | | Total Value | $6,012,970 | $6,012,970 | $22,711,860 | $15,925,582 | $30,547,806 | $17,591,892 | $18,122,972 |

  78. Kenneth D. DeGiorgio

    (1) Represents two times the executive officer’s base salary in effect immediately prior to the date of termination and two times the median of the executive officer’s last three annual incentive bonuses. (2) Represents two times the executive officer’s base salary in effect immediately prior to the date of termination and two times the executive officer’s target annual incentive bonus for the current fiscal year, or if there is no such target, the average annual discretionary incentive bonus earned by the executive officer during the last three completed fiscal years. (3) Represents the pro rata portion of the executive officer’s target annual bonus for the year of termination. (4) Unvested RSUs do not accelerate, except in the event of a change-in-control of our Company that is not approved by our Board and in the event of death or disability per our 2010 and 2020 Incentive Compensation Plans and related agreements. For the purpose of this table, we’ve shown the impact of a change-in-control that was not approved by our Board. In the event of termination after meeting early retirement (age 55 with 10 years of service), normal retirement (age 60, or age 62 for RSUs granted before 2021), or involuntary termination without cause, absent a change-in-control, all unvested Bonus RSUs vest one year after termination. In the event of termination after meeting normal retirement, or for grants made in 2021 and 2022, involuntary termination without cause (absent a change-in-control), all unvested LTI RSUs vest one year after termination. Mr. DeGiorgio was not eligible for early retirement or normal retirement as of December 31, 2023. (5) Represents cash payments to the executive officer to cover the cost of purchasing the benefits on an after-tax basis for 24 months post termination. (6) “Enhanced SERP” refers to any payments which accrue to the executive officer, who is not yet vested, under the various scenarios for the SERP. (7) If a qualifying termination occurs within 36 months after a change-in-control of our Company, the executive officer becomes 100% vested in the benefit in the amount the executive officer would have been entitled to receive had he attained his early retirement date, with an actuarial reduction if the executive officer had not reached early retirement age. Represents the enhanced present value of the benefit calculated using the following assumptions: Pri-2012 “Retirees” and “Contingent Survivors” tables projected generationally beyond 2012 using MP-2021 Order 2 Graduation Alternative Project Scale, and a discount rate of 5.21%. (8) Represents the present value of 10 annual payments equal to 15% of the participant’s final average compensation, calculated using a 5.21% discount rate. (9) Represents the present value of the benefit calculated using the following assumptions: Pri-2012 “Retirees” and “Contingent Survivors” tables projected generationally beyond 2012 using MP-2021 Order 2 Graduation Alternative Project Scale, a discount rate of 5.21% and participant remains disabled until earliest retirement date at age 55. Represents the sum of (a) the vested balance on December 31, 2023 of $4,164,360 and (b) a $612,375 pre-retirement death benefit equal to 15 times the amount deferred in the participant’s first year of participation.

  79. Mark E. Seaton

    Mark E. Seaton

  80. Mark E. Seaton

    | | | Involuntary Termination | | Change-in-Control | | | | | Executive Payments and Benefits Upon Termination | Voluntary Termination | For Cause | Without Cause/By Employee for Good Reason | Without Termination | With Termination Without Cause/By Employee for Good Reason | Death | Disability | | Amounts Due to Triggering Event | | | | | | | | | Severance | $— | $— | $3,633,000(1) | $— | $4,300,000(2) | $— | $— | | Bonus | $— | $— | $— | $— | $1,450,000(3) | $— | $— | | Accelerated Vesting of RSUs(4) | $— | $— | $5,714,797 | $6,019,212 | $6,019,212 | $6,019,212 | $6,019,212 | | Benefit Continuation | $— | $— | $— | $— | $172,268(5) | $— | $— | | Incremental Severance Sub-Total | $— | $— | $9,347,797 | $6,019,212 | $11,941,480 | $6,019,212 | $6,019,212 | | Previously Earned/ Vested Amounts | | | | | | | | | Vested 401(k) Savings Plan Balance | $824,843 | $824,843 | $824,843 | $824,843 | $824,843 | $824,843 | $824,843 | | Total Value | $824,843 | $824,843 | $10,172,640 | $6,844,055 | $12,766,323 | $6,844,055 | $6,844,055 |

  81. Mark E. Seaton

    (1) Represents two times the executive officer’s base salary in effect immediately prior to the date of termination and two times the median of the executive officer’s last three annual incentive bonuses. (2) Represents two times the executive officer’s base salary in effect immediately prior to the date of termination and two times the executive officer’s target annual incentive bonus for the current fiscal year, or if there is no such target, the average annual discretionary incentive bonus earned by the executive officer during the last three completed fiscal years. (3) Represents the pro rata portion of the executive officer’s target annual bonus for the year of termination. (4) Unvested RSUs do not accelerate, except in the event of a change-in-control of our Company that is not approved by our Board and in the event of death or disability per our 2010 and 2020 Incentive Compensation Plans and related agreements. For the purpose of this table, we’ve shown the impact of a change-in-control that was not approved by our Board of Directors. In the event of termination after meeting early retirement (age 55 with 10 years of service), normal retirement (age 60, or age 62 for RSUs granted before 2021), or involuntary termination without cause, absent a change-in-control, all unvested Bonus RSUs vest one year after termination. In the event of termination after meeting normal retirement, or for grants made in 2021 and 2022, involuntary termination without cause (absent a change-in-control), all unvested LTI RSUs vest one year after termination. Mr. Seaton was not eligible for early retirement or normal retirement as of December 31, 2023. Represents cash payments to the executive officer to cover the cost of purchasing the benefits on an after-tax basis for 24 months post termination.

  82. Lisa W. Cornehl

    Lisa W. Cornehl

  83. Lisa W. Cornehl

    | | | Involuntary Termination | | Change-in-Control | | | | | Executive Payments and Benefits Upon Termination | Voluntary Termination | For Cause | Without Cause/By Employee for Good Reason | Without Termination | With Termination Without Cause/By Employee for Good Reason | Death | Disability | | Amounts Due to Triggering Event | | | | | | | | | Severance | $— | $— | $1,344,000(1) | $— | $1,540,000(2) | $— | $— | | Bonus | $— | $— | $— | $— | $350,000(3) | $— | $— | | Accelerated Vesting of RSUs(4) | $— | $— | $789,906 | $794,352 | $794,352 | $794,352 | $794,352 | | Benefit Continuation | $— | $— | $— | $— | $45,860(5) | $— | $— | | Incremental Severance Sub-Total | $— | $— | $2,133,906 | $794,352 | $2,730,212 | $794,352 | $794,352 | | Previously Earned/ Vested Amounts | | | | | | | | | Vested 401(k) Savings Plan Balance | $484,393 | $484,393 | $484,393 | $484,393 | $484,393 | $484,393 | $484,393 | | Total Value | $484,393 | $484,393 | $2,618,299 | $1,278,745 | $3,214,605 | $1,278,745 | $1,278,745 |

  84. Lisa W. Cornehl

    (1) Represents two times the executive officer’s base salary in effect immediately prior to the date of termination and two times the median of the executive officer’s last three annual incentive bonuses. (2) Represents two times the executive officer’s base salary in effect immediately prior to the date of termination and two times the executive officer’s target annual incentive bonus for the current fiscal year, or if there is no such target, the average annual discretionary incentive bonus earned by the executive officer during the last three completed fiscal years. (3) Represents the pro rata portion of the executive officer’s target annual bonus for the year of termination. (4) Unvested RSUs do not accelerate, except in the event of a change-in-control of our Company that is not approved by our Board and in the event of death or disability per our 2010 and 2020 Incentive Compensation Plans and related agreements. For the purpose of this table, we’ve shown the impact of a change-in-control that was not approved by our Board of Directors. In the event of termination after meeting early retirement (age 55 with 10 years of service), normal retirement (age 60, or age 62 for RSUs granted before 2021), or involuntary termination without cause, absent a change-in-control, all unvested Bonus RSUs vest one year after termination. In the event of termination after meeting normal retirement, or for grants made in 2021 and 2022, involuntary termination without cause (absent a change-in-control), all unvested LTI RSUs vest one year after termination. Ms. Cornehl was not eligible for early retirement or normal retirement as of December 31, 2023. Represents cash payments to the executive officer to cover the cost of purchasing the benefits on an after-tax basis for 24 months post termination.

  85. Matthew F. Wajner

    Matthew F. Wajner

  86. Matthew F. Wajner

    | | | Involuntary Termination | | Change-in-Control | | | | | Executive Payments and Benefits Upon Termination | Voluntary Termination | For Cause | Without Cause/By Employee for Good Reason | Without Termination | With Termination Without Cause/By Employee for Good Reason | Death | Disability | | Amounts Due to Triggering Event | | | | | | | | | Severance | $— | $— | $67,308(1) | $— | $1,170,000(2) | $— | $— | | Bonus | $— | $— | $— | $— | $235,000(3) | $— | $— | | Accelerated Vesting of RSUs(4) | $— | $— | $758,394 | $808,400 | $808,400 | $808,400 | $808,400 | | Benefit Continuation | $— | $— | $— | $— | $123,768(5) | $— | $— | | Incremental Severance Sub-Total | $— | $— | $825,702 | $808,400 | $2,337,168 | $808,400 | $808,400 | | Previously Earned/ Vested Amounts | | | | | | | | | Vested 401(k) Savings Plan Balance | $551,458 | $551,458 | $551,458 | $551,458 | $551,458 | $551,458 | $551,458 | | Total Value | $551,458 | $551,458 | $1,377,160 | $1,359,858 | $2,888,626 | $1,359,858 | $1,359,858 |

  87. Matthew F. Wajner

    (1) Pursuant to our Company’s severance plan generally available to employees without employment or severance agreements, Mr. Wajner could be eligible for 10 weeks of severance pay when laid off or terminated without cause in a situation not involving a change in control, subject to the terms of the plan. (2) Represents two times the executive officer’s base salary in effect immediately prior to the date of termination and two times the executive officer’s target annual incentive bonus for the current fiscal year, or if there is no such target, the average annual discretionary incentive bonus earned by the executive officer during the last three completed fiscal years. (3) Represents the pro rata portion of the executive officer’s target annual bonus for the year of termination. (4) Unvested RSUs do not accelerate, except in the event of a change-in-control of our Company that is not approved by our Board and in the event of death or disability per our 2010 and 2020 Incentive Compensation Plans and related agreements. In the event of termination after meeting early retirement (age 55 with 10 years of service), normal retirement (age 60, or age 62 for RSUs granted before 2021), or involuntary termination without cause, absent a change-in-control, all unvested Bonus RSUs vest one year after termination. In the event of termination after meeting normal retirement, or for grants made in 2021 only, involuntary termination without cause, absent a change-in-control, all unvested LTI RSUs vest one year after termination. Mr. Wajner was not eligible for early retirement or normal retirement as of December 31, 2023. Represents cash payments to the executive officer to cover the cost of purchasing the benefits on an after-tax basis for 24 months post termination.

  88. Steven A. Adams

    Steven A. Adams

  89. Steven A. Adams

    | | | Involuntary Termination | | Change-in-Control | | | | | Executive Payments and Benefits Upon Termination | Voluntary Termination | For Cause | Without Cause/By Employee for Good Reason | Without Termination | With Termination Without Cause/By Employee for Good Reason | Death | Disability | | Amounts Due to Triggering Event | | | | | | | | | Severance | $— | $— | $20,192(1) | $— | $1,170,000(2) | $— | $— | | Bonus | $— | $— | $— | $— | $235,000(3) | $— | $— | | Accelerated Vesting of RSUs(4) | $— | $— | $525,057 | $550,575 | $550,575 | $550,575 | $550,575 | | Benefit Continuation | $— | $— | $— | $— | $123,768(5) | $— | $— | | Incremental Severance Sub-Total | $— | $— | $545,249 | $550,575 | $2,079,343 | $550,575 | $550,575 | | Previously Earned/ Vested Amounts | | | | | | | | | Vested 401(k) Savings Plan Balance | $106,360 | $106,360 | $106,360 | $106,360 | $106,360 | $106,360 | $106,360 | | Total Value | $106,360 | $106,360 | $651,609 | $656,935 | $2,185,703 | $656,935 | $656,935 |

  90. Steven A. Adams

    (1) Pursuant to our Company’s severance plan generally available to employees without employment or severance agreements, Mr. Adams could be eligible for 3 weeks of severance pay when laid off or terminated without cause in a situation not involving a change in control, subject to the terms of the plan. (2) Represents two times the executive officer’s base salary in effect immediately prior to the date of termination and two times the executive officer’s target annual incentive bonus for the current fiscal year, or if there is no such target, the average annual discretionary incentive bonus earned by the executive officer during the last three completed fiscal years. (3) Represents the pro rata portion of the executive officer’s target annual bonus for the year of termination. (4) Unvested RSUs do not accelerate, except in the event of a change-in-control of our Company that is not approved by our Board and in the event of death or disability per our 2010 and 2020 Incentive Compensation Plans and related agreements. In the event of termination after meeting early retirement (age 55 with 10 years of service), normal retirement (age 60, or age 62 for RSUs granted before 2021), or involuntary termination without cause, absent a change-in-control, all unvested Bonus RSUs vest one year after termination. In the event of termination after meeting normal retirement, or for grants made in 2021 only, involuntary termination without cause, absent a change-in-control, all unvested LTI RSUs vest one year after termination. Mr. Adams was not eligible for early retirement or normal retirement as of December 31, 2023. (5) Represents cash payments to the executive officer to cover the cost of purchasing the benefits on an after-tax basis for 24 months post termination.

  91. Pay Ratio

    Pay Ratio For purposes of identifying our Company’s median employee from a total annual compensation perspective, our Company applied the following methodology: our Company utilized a measurement date of December 31, 2023; annual total compensation included base salary, overtime, annual bonus, other incentive pay, Company match on retirement programs or profit sharing contributions, the grant date fair value of RSUs and other perquisites; our Company did not apply a cost-of-living adjustment to compensation for employees located outside of the United States. As of December 31, 2023, our Company had 19,210 employees (United States and non-United States). The median employee’s annual total compensation was $60,340. The resulting Kenneth D. DeGiorgio to median employee pay ratio was 117 to 1 given Kenneth D. DeGiorgio’s total compensation of $7,069,357. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our Company. For further information concerning our Company’s pay for performance philosophy and how our Company aligns executive compensation with our Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”

  92. Pay Ratio

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for CEO (a)(1) | Summary Compensation Table Total for CEO (b)(1) | Compensation Actually Paid to CEO (a)(2) | Compensation Actually Paid to CEO (b)(2) | Average Summary Compensation Table Total for Other NEOs (1) | Average Compensation Actually Paid to Other NEOs (2) | Total Stockholder Return (3) | Peer Group Total Stockholder Return (4) | Net Income (Millions) | Return On Equity (5) | | 2023 | $7,069,357 | $— | $8,959,803 | $— | $1,508,303 | $1,806,958 | $126 | $134 | $217 | 6.6% | | 2022 | $6,026,599 | $9,003,278 | $2,859,390 | $1,888,355 | $2,095,784 | $643,489 | $99 | $122 | $263 | 11.9% | | 2021 | $— | $10,791,103 | $— | $17,739,031 | $3,812,103 | $6,217,027 | $143 | $119 | $1,241 | 16.9% | | 2020 | $— | $11,173,959 | $— | $8,619,580 | $3,877,773 | $3,091,759 | $91 | $92 | $696 | 13.8% |

  93. Pay Ratio

    (1) Kenneth D. DeGiorgio has served as Chief Executive Officer of our Company since February 4, 2022 ("CEO (a)"). Dennis J. Gilmore served as Chief Executive Officer of our Company during 2020, 2021, and through February 4, 2022, on which date he became Chairman of our Board ("CEO (b)"). The other NEOs, for each year reported are as follows: • 2023: Mark E. Seaton, Lisa W. Cornehl, Matthew F. Wajner and Steven A. Adams • 2022: Mark E. Seaton, Lisa W. Cornehl, Matthew F. Wajner, Steven A. Adams and Christopher M. Leavell • 2021: Kenneth D. DeGiorgio, Mark E. Seaton, Matthew F. Wajner and Christopher M. Leavell • 2020: Kenneth D. DeGiorgio, Mark E. Seaton, Matthew F. Wajner and Christopher M. Leavell (2) SEC rules require certain adjustments be made to the “Summary Compensation Table” totals to determine “Compensation Actually Paid” as reported in the “Pay Versus Performance Table” above. For purposes of the pension valuation adjustments shown below, there was no pension service or prior service cost. In addition, for purposes of the equity award adjustments shown below, no equity awards were granted and vested in 2023 and no dividends or other earnings were paid on equity awards that were not reflected in the fair value of the equity awards. The valuation assumptions used to calculate fair values of equity awards did not materially differ from those disclosed at the time of grant. The following table details the applicable adjustments that were made to determine “Compensation Actually Paid” (all amounts are averages for the named executive officers other than the CEO):

  94. Pay Ratio

    | | | | Pension Adjustments | | Equity Award Adjustments | | | | | | | | | Summary Compensation Table Total | Deduct, Pension Benefits Reported in Summary Compensation Table | Add, Pension Service Cost | Deduct, Value of Stock Awards Reported in Summary Compensation Table | Add, Year-End Fair Value of Equity Awards Granted in the Year and Unvested at Year End | Add (Deduct), Change in Value from Last Day of Prior Year to Vesting Date of Equity Awards Granted in Prior Years which Vested in the Year | Add (Deduct), Year-over-Year Change in Value of Unvested Equity Awards Granted in Prior Years | Deduct, Prior Year End Value of Equity Awards Forfeited in the Year | Compensation Actually Paid | | 2023 | CEO(a) | $7,069,357 | $(332,267) | $73,644 | $(4,841,829) | $5,301,240 | $341,398 | $1,348,260 | $— | $8,959,803 | | 2023 | Other NEOs | $1,508,303 | $— | $— | $(865,682) | $783,410 | $77,834 | $303,093 | $— | $1,806,958 | | 2022 | CEO(a) | $6,026,599 | $— | $120,138 | $(3,792,696) | $2,744,980 | $(561,910) | $(1,677,721) | $— | $2,859,390 | | 2022 | CEO(b) | $9,003,278 | $— | $— | $(8,253,842) | $6,020,014 | $(1,236,752) | $(3,644,344) | $— | $1,888,355 | | 2022 | Other NEOs | $2,095,784 | $— | $— | $(1,382,644) | $1,004,967 | $(208,969) | $(527,711) | $(337,938) | $643,489 | | 2021 | CEO(b) | $10,791,103 | $(685,598) | $— | $(5,866,513) | $8,142,961 | $546,345 | $4,810,734 | $— | $17,739,031 | | 2021 | Other NEOs | $3,812,103 | $(74,798) | $30,276 | $(1,945,237) | $2,700,069 | $170,574 | $1,524,039 | $— | $6,217,027 | | 2020 | CEO(b) | $11,173,959 | $(1,406,274) | $— | $(6,627,923) | $5,262,181 | $784,884 | $(567,247) | $— | $8,619,580 | | 2020 | Other NEOs | $3,877,773 | $(444,078) | $25,021 | $(2,069,954) | $1,643,422 | $240,290 | $(180,714) | $— | $3,091,759 |

  95. Pay Ratio

    (3) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our Company’s share price at the end and the beginning of the measurement period by our Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2019. Represents the peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the Comparator Companies as described in the Compensation Discussion and Analysis. Our company selected measure is Return on Equity, which is defined as net income attributable to our Company divided by average invested stockholders’ equity (total equity excluding accumulated other comprehensive income/loss and noncontrolling interests), excluding net gains/losses from the investment portfolio; net gains/losses from the venture investment portfolio; and, in the discretion of the Committee, excluding the effects of non-operating items, such as asset impairments and legal settlements.

  96. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis,” our Company’s executive compensation program reflects a variable pay-for-performance philosophy. While our Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, our Company generally seeks to incentivize long-term performance, and therefore does not specifically align our Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, our Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  97. Compensation Actually Paid, Cumulative TSR and Peer Group TSR

    Compensation Actually Paid, Cumulative TSR and Peer Group TSR FAF represents First American Financial Corporation

  98. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income FAF represents First American Financial Corporation

  99. Compensation Actually Paid and Return on Equity

    Compensation Actually Paid and Return on Equity

  100. Compensation Actually Paid and Return on Equity

    | Clawback Policy Actions |

  101. Compensation Actually Paid and Return on Equity

    During 2023, the Company was required to restate its previously issued financial statements as described in Note 1 Basis of Presentation and Significant Accounting Policies – Revisions and out-of-period adjustments to the Company's Notes to Consolidated Financial Statements of the Company's annual report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 20, 2024. In accordance with the Company's Policy Governing the Recovery of Certain Incentive Compensation (the “Policy”), the Compensation Committee reviewed the restated financials and concluded that there was no recovery of erroneously awarded compensation required under the Policy because the restated financials did not impact the incentive-based compensation (including cash bonuses and equity-based incentive awards) received on or after October 2, 2023. The following table sets forth the cash and other compensation earned by directors of our Company, other than executive officers, during the fiscal year ended December 31, 2023.

  102. Compensation Actually Paid and Return on Equity

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation ($) | Total ($) | | James L. Doti | $135,000 | $149,975 | $— | $284,975 | | Dennis J. Gilmore | $245,000 | $196,427 | $20,000(2) | $461,427 | | Reginald H. Gilyard | $105,000 | $149,975 | $— | $254,975 | | Parker S. Kennedy | $130,000 | $149,975 | $20,000(3) | $299,975 | | Margaret M. McCarthy | $115,000 | $149,975 | $— | $264,975 | | Michael D. McKee | $120,000 | $149,975 | $— | $269,975 | | Thomas V. McKernan | $38,877(4) | $149,975 | $— | $188,852 | | Mark C. Oman | $120,000 | $149,975 | $— | $269,975 | | Marsha A. Spence | $63,247 | $99,859 | $63,700(5) | $226,806 | | Martha B. Wyrsch | $114,740 | $149,975 | $— | $264,715 |

  103. Compensation Actually Paid and Return on Equity

    (1) The amounts shown are the grant date fair value of stock awards granted in the year as computed in accordance with GAAP using the fair market value (as defined in our 2020 Incentive Compensation Plan) of our common stock on the grant date. For information on the valuation of the awards, refer to Note 18 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. (2) Reflects $20,000 for service on the board of directors of First American Trust, FSB, a subsidiary of our Company. In addition, our Company maintains an office for Mr. Gilmore and provides him with mobile devices and administrative support. (3) Reflects $20,000 for service on the board of directors of First American Trust, FSB, a subsidiary of our Company. In addition, our Company maintains an office for Mr. Kennedy and provides him with mobile devices, a computer, other office equipment and administrative support. (4) Mr. McKernan retired from service to the Board on May 9, 2023 and his annual retainer was prorated accordingly. (5) In May 2022, Ms. Spence entered into an employment agreement to continue as chairman of MLHC for one year. For Ms. Spence's partial year of service until her retirement as chairman of MLHC in May 2023, Ms. Spence was paid a prorated salary of approximately $63,700. Ms. Spence did not receive compensation as a member of the Board until her retirement as chairman of MLHC and her annual retainer was prorated accordingly. Compensation of non-employee directors consists of several components. The 2023 annual cash retainer was $95,000. The chairman of the Board received an additional annual retainer of $150,000. The lead independent director of our Company received an additional annual retainer of $25,000. The chairs of the Audit Committee, the Compensation Committee, and the Governance Committee received an additional annual retainer equal to $25,000, $15,000 and $10,000, respectively. Members of the Audit Committee, the Compensation Committee, and the Governance Committee received an additional annual retainer equal to $15,000, $10,000 and $10,000, respectively. Retainers, including equity compensation, are prorated for partial-year service. On February 16, 2023, our Company granted to each non-employee director who was serving at such time RSUs with a grant date fair value of $149,975. Director RSUs vest over one year, subject to continued service on the Board. All outstanding awards vest upon retirement irrespective of length of service prior to such retirement. Directors may also receive additional compensation for serving on the board of directors of certain of our Company’s subsidiaries (payments are described in footnotes two and three to the table above). The aggregate number of unvested RSUs held by each non-employee director who served during the year is as set forth in the table below as of December 31, 2023.

  104. Compensation Actually Paid and Return on Equity

    | Name | Restricted Stock Units (#) | | James L. Doti | 2,544 | | Dennis J. Gilmore | 19,125(1) | | Reginald H. Gilyard | 2,544 | | Parker S. Kennedy | 2,544 | | Margaret M. McCarthy | 2,544 | | Michael D. McKee | 2,544 | | Thomas V. McKernan (2) | 2,544 | | Mark C. Oman | 2,544 | | Marsha A. Spence | 1,776 | | Martha B. Wyrsch | 2,544 |

  105. Compensation Actually Paid and Return on Equity

    (1) Includes 15,792 LTI PRSUs awarded for his service to the Company before his retirement in 2022 (of which the LTI PRSUs are valued at target based on the applicable three-year, relative total shareholder return metric). (2) Mr. McKernan retired from service to the Board on May 9, 2023. The Board has established stock ownership guidelines for non-employee directors whereby such directors are expected to own at least five times their cash annual retainer in Company common stock. RSUs issued to directors are included for purposes of meeting the guidelines. Directors have five years following commencement of service to satisfy the guidelines.

  106. Compensation Actually Paid and Return on Equity

    | Required Information |

  107. Who are the director nominees?

    Who are the director nominees? The nominees for Class II directors are: Dennis J. Gilmore Margaret M. McCarthy Martha B. Wyrsch See biographical information regarding the nominees beginning on page 2.

  108. What percentage of stock do the directors and executive officers own?

    What percentage of stock do the directors and executive officers own? Together, they owned approximately 3.7% of our common stock as of the record date. See “Security Ownership of Management” beginning on page 12 for more details.