- FAF Dashboard
- Financials
- Filings
- Holdings
- Transcripts
- ETFs
- Insider
- Institutional
- Shorts
-
DEFR14A Filing Data
First American Financial (FAF) DEFR14A6 Apr 23Revised proxyFinancial data
Company Profile
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEFR14A |
Amendment Flag | true |
Amendment Description | This Amendment No. 1 amends and restates in its entirety the Definitive Proxy Statement that was filed by First American Financial Corporation (the “Company”) with the U.S. Securities and Exchange Commission on March 31, 2023 (the “Original Definitive Proxy Statement”) in connection with the Company’s 2023 annual meeting of stockholders on May 9, 2023. This Amendment No. 1 is being filed to include the information with respect to one of the Company’s directors that was omitted due to clerical error under the “Information Regarding the Other Incumbent Directors” section of the Original Definitive Proxy Statement. Except as set forth in this Explanatory Note, this Amendment No. 1 does not revise or update any of the other information set forth in the Original Definitive Proxy Statement. |
Entity Information [Line Items] | |
Entity Registrant Name | FIRST AMERICAN FINANCIALCORPORATION |
Entity Central Index Key | 0001472787 |
Pay vs Performance Disclosure | 1 Months Ended | 11 Months Ended | 12 Months Ended | ||
Feb. 04, 2022 | Dec. 31, 2022 | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||||
Pay vs Performance [Table Text Block] | 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.” Value of Initial Fixed $100 Investment Based on: Year Summary Compensation Table Total for PEO DeGiorgio (1) Summary Compensation Table Total for PEO Gilmore (1) Compensation Actually Paid to PEO DeGiorgio (2) Compensation Actually Paid to PEO Gilmore (2) Average Summary Compensation Table Total for Non-PEO NEOs (3) Average Compensation Actually Paid to non-PEO NEOs (4) Total Stockholder Return (5) Peer Group Total Stockholder Return (6) Net Income (Millions) (7) Return On Equity (8) 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 $ 98 696 13.8 % In 2022, Kenneth D. DeGiorgio was President of our Company through February 4, 2022, on which date he became Chief Executive Officer (Principal Executive Officer (“PEO”)) of our Company. In 2022, Dennis J. Gilmore was Chief Executive Officer (PEO) of our Company through February 4, 2022, on which date he became Chairman of our Board. Throughout the tables included in this Pay Versus Performance section, “PEO DeGiorgio” represents Mr. DeGiorgio and “PEO Gilmore” represents Mr. Gilmore. (1) The dollar amounts reported are the amounts of total compensation reported in our Summary Compensation Table. (2) The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid. Equity values are calculated in accordance with GAAP, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant: Year Reported Summary Compensation Table Total for PEO Reported Value of Equity Awards(i) Equity Award Adjustments(ii) Compensation Actually Paid to PEO 2022 PEO DeGiorgio $ 6,026,599 $ 3,792,696 $ 505,349 $ 2,859,390 2022 PEO Gilmore $ 9,003,278 $ 8,253,842 $ 1,138,918 $ 1,888,355 2021 PEO Gilmore $ 10,791,103 $ 5,866,513 $ 13,500,040 $ 17,739,031 2020 PEO Gilmore $ 11,173,959 $ 6,627,923 $ 5,479,818 $ 8,619,580 (i) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (ii) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (A) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (B) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (C) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (D) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (E) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (F) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: Year Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value Total Equity Award Adjustment 2022 PEO DeGiorgio $ 2,744,980 $ (1,677,721 ) $ — $ (561,910 ) $ — $ — $ 505,349 2022 PEO Gilmore $ 6,020,014 $ (3,644,344 ) $ — $ (1,236,752 ) $ — $ — $ 1,138,918 2021 PEO Gilmore $ 8,142,961 $ 4,810,734 $ — $ 546,345 $ — $ — $ 13,500,040 2020 PEO Gilmore $ 5,262,181 $ (567,247 ) $ — $ 784,884 $ — $ — $ 5,479,818 (3) The dollar amounts reported represent the average of the amounts reported for our Company’s NEOs as a group (excluding our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding our PEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Mark E. Seaton, Lisa W. Cornehl, Matthew F. Wajner, Steven A. Adams and Christopher M. Leavell; (ii) for 2021, Kenneth D. DeGiorgio, Mark E. Seaton, Matthew F. Wajner and Christopher M. Leavell; and (iii) for 2020, Kenneth D. DeGiorgio, Mark E. Seaton, Matthew F. Wajner and Christopher M. Leavell. (4) The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our PEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our PEO) during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding our PEO) for each year to determine the compensation actually paid, using the same methodology described above in Note 2. Equity values are calculated in accordance with GAAP, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant: Year Average Reported Summary Compensation Table Total for Non-PEO NEOs Average Reported Value of Equity Awards Average Equity Award Adjustments(i) Average Compensation Actually Paid to Non-PEO NEOs 2022 $ 2,095,784 $ 1,382,644 $ (69,651 ) $ 643,489 2021 $ 3,812,103 $ 1,945,237 $ 4,394,682 $ 6,217,027 2020 $ 3,877,773 $ 2,069,954 $ 1,702,998 $ 3,091,759 (i) The amounts deducted or added in calculating the total average equity award adjustments are as follows. Year Average Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value Total Average Equity Award Adjustments 2022 $ 1,004,967 $ (527,711 ) $ — $ (208,969 ) $ (337,938 ) $ — $ (69,651 ) 2021 $ 2,700,069 $ 1,524,039 $ — $ 170,574 $ — $ — $ 4,394,682 2020 $ 1,643,422 $ (180,714 ) $ — $ 240,290 $ — $ — $ 1,702,998 (5) C (6) Represents the weighted 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. (7) The dollar amounts reported represent the amount of net income reflected in our Company’s audited financial statements for the applicable year. (8) Our Company’s Selected Measure is Return on Equity | ||||
Company Selected Measure Name | Return on Equity | ||||
Named Executive Officers, Footnote [Text Block] | The dollar amounts reported represent the average of the amounts reported for our Company’s NEOs as a group (excluding our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding our PEO) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Mark E. Seaton, Lisa W. Cornehl, Matthew F. Wajner, Steven A. Adams and Christopher M. Leavell; (ii) for 2021, Kenneth D. DeGiorgio, Mark E. Seaton, Matthew F. Wajner and Christopher M. Leavell; and (iii) for 2020, Kenneth D. DeGiorgio, Mark E. Seaton, Matthew F. Wajner and Christopher M. Leavell. | ||||
Peer Group Issuers, Footnote [Text Block] | Represents the weighted 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. | ||||
Adjustment To PEO Compensation, Footnote [Text Block] | (1) The dollar amounts reported are the amounts of total compensation reported in our Summary Compensation Table. (2) The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid. Equity values are calculated in accordance with GAAP, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant: Year Reported Summary Compensation Table Total for PEO Reported Value of Equity Awards(i) Equity Award Adjustments(ii) Compensation Actually Paid to PEO 2022 PEO DeGiorgio $ 6,026,599 $ 3,792,696 $ 505,349 $ 2,859,390 2022 PEO Gilmore $ 9,003,278 $ 8,253,842 $ 1,138,918 $ 1,888,355 2021 PEO Gilmore $ 10,791,103 $ 5,866,513 $ 13,500,040 $ 17,739,031 2020 PEO Gilmore $ 11,173,959 $ 6,627,923 $ 5,479,818 $ 8,619,580 (i) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (ii) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (A) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (B) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (C) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (D) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (E) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (F) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: Year Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value Total Equity Award Adjustment 2022 PEO DeGiorgio $ 2,744,980 $ (1,677,721 ) $ — $ (561,910 ) $ — $ — $ 505,349 2022 PEO Gilmore $ 6,020,014 $ (3,644,344 ) $ — $ (1,236,752 ) $ — $ — $ 1,138,918 2021 PEO Gilmore $ 8,142,961 $ 4,810,734 $ — $ 546,345 $ — $ — $ 13,500,040 2020 PEO Gilmore $ 5,262,181 $ (567,247 ) $ — $ 784,884 $ — $ — $ 5,479,818 | ||||
Non-PEO NEO Average Total Compensation Amount | $ 2,095,784 | $ 3,812,103 | $ 3,877,773 | ||
Non-PEO NEO Average Compensation Actually Paid Amount | $ 643,489 | 6,217,027 | 3,091,759 | ||
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (4) The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our PEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our PEO) during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding our PEO) for each year to determine the compensation actually paid, using the same methodology described above in Note 2. Equity values are calculated in accordance with GAAP, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant: Year Average Reported Summary Compensation Table Total for Non-PEO NEOs Average Reported Value of Equity Awards Average Equity Award Adjustments(i) Average Compensation Actually Paid to Non-PEO NEOs 2022 $ 2,095,784 $ 1,382,644 $ (69,651 ) $ 643,489 2021 $ 3,812,103 $ 1,945,237 $ 4,394,682 $ 6,217,027 2020 $ 3,877,773 $ 2,069,954 $ 1,702,998 $ 3,091,759 (i) The amounts deducted or added in calculating the total average equity award adjustments are as follows. Year Average Year End Fair Value of Equity Awards Granted in the Year and Unvested at Year End Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value Total Average Equity Award Adjustments 2022 $ 1,004,967 $ (527,711 ) $ — $ (208,969 ) $ (337,938 ) $ — $ (69,651 ) 2021 $ 2,700,069 $ 1,524,039 $ — $ 170,574 $ — $ — $ 4,394,682 2020 $ 1,643,422 $ (180,714 ) $ — $ 240,290 $ — $ — $ 1,702,998 | ||||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | Compensation Actually Paid, Cumulative TSR and Peer Group TSR PEO(a) represents Kenneth D. DeGiorgio and PEO(b) represents Dennis J. Gilmore | ||||
Compensation Actually Paid vs. Net Income [Text Block] | Compensation Actually Paid and Net Income PEO(a) represents Kenneth D. DeGiorgio and PEO(b) represents Dennis J. Gilmore | ||||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Compensation Actually Paid and Return on Equity PEO(a) represents Kenneth D. DeGiorgio and PEO(b) represents Dennis J. Gilmore | ||||
Tabular List [Table Text Block] | • Return on Equity • Pretax Margin • Earnings Per Share | ||||
Total Shareholder Return Amount | $ 99 | 143 | 91 | ||
Peer Group Total Shareholder Return Amount | 122 | 119 | 98 | ||
Net Income (Loss) | $ 263,000,000 | $ 1,241,000,000 | $ 696,000,000 | ||
Company Selected Measure Amount | 0.119 | 0.169 | 0.138 | ||
PEO Name | Dennis J. Gilmore | Kenneth D. DeGiorgio | |||
Measure [Axis]: 1 | |||||
Pay vs Performance Disclosure [Table] | |||||
Measure Name | Return on Equity | ||||
Non-GAAP Measure Description [Text Block] | Our Company’s 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), subject to the same adjustment for current year net investment gains/losses from the investment portfolio and venture investment portfolio (other than in connection with certain liquidity events) and potential other adjustments as apply to the Pretax Margin metric. | ||||
Measure [Axis]: 2 | |||||
Pay vs Performance Disclosure [Table] | |||||
Measure Name | Pretax Margin | ||||
Measure [Axis]: 3 | |||||
Pay vs Performance Disclosure [Table] | |||||
Measure Name | Earnings Per Share | ||||
De Giorgio | |||||
Pay vs Performance Disclosure [Table] | |||||
PEO Total Compensation Amount | $ 6,026,599 | ||||
PEO Actually Paid Compensation Amount | 2,859,390 | ||||
Gilmore | |||||
Pay vs Performance Disclosure [Table] | |||||
PEO Total Compensation Amount | 9,003,278 | $ 10,791,103 | $ 11,173,959 | ||
PEO Actually Paid Compensation Amount | 1,888,355 | 17,739,031 | 8,619,580 | ||
PEO [Member] | De Giorgio | Adjustment Equity Awards Reported Value | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 3,792,696 | ||||
PEO [Member] | De Giorgio | Adjustment Equity Award Adjustments | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 505,349 | ||||
PEO [Member] | De Giorgio | Year End Fair Value Of Equity Awards Granted In Year And Unvested At Year End | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 2,744,980 | ||||
PEO [Member] | De Giorgio | Year Over Year Change In Fair Value Of Outstanding And Unvested Equity Award | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | (1,677,721) | ||||
PEO [Member] | De Giorgio | Year Over Year Change In Fair Value Of Equity Awards Granted In Prior Years That Vested In Year | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | (561,910) | ||||
PEO [Member] | Gilmore | Adjustment Equity Awards Reported Value | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 8,253,842 | 5,866,513 | 6,627,923 | ||
PEO [Member] | Gilmore | Adjustment Equity Award Adjustments | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 1,138,918 | 13,500,040 | 5,479,818 | ||
PEO [Member] | Gilmore | Year End Fair Value Of Equity Awards Granted In Year And Unvested At Year End | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 6,020,014 | 8,142,961 | 5,262,181 | ||
PEO [Member] | Gilmore | Year Over Year Change In Fair Value Of Outstanding And Unvested Equity Award | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | (3,644,344) | 4,810,734 | (567,247) | ||
PEO [Member] | Gilmore | Year Over Year Change In Fair Value Of Equity Awards Granted In Prior Years That Vested In Year | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | (1,236,752) | 546,345 | 784,884 | ||
Non-PEO NEO [Member] | Adjustment Equity Awards Reported Value | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 1,382,644 | 1,945,237 | 2,069,954 | ||
Non-PEO NEO [Member] | Adjustment Equity Award Adjustments | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | (69,651) | 4,394,682 | 1,702,998 | ||
Non-PEO NEO [Member] | Year End Fair Value Of Equity Awards Granted In Year And Unvested At Year End | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 1,004,967 | 2,700,069 | 1,643,422 | ||
Non-PEO NEO [Member] | Year Over Year Change In Fair Value Of Outstanding And Unvested Equity Award | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | (527,711) | 1,524,039 | (180,714) | ||
Non-PEO NEO [Member] | Year Over Year Change In Fair Value Of Equity Awards Granted In Prior Years That Vested In Year | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | (208,969) | $ 170,574 | $ 240,290 | ||
Non-PEO NEO [Member] | Fair Value At End Of Prior Year Of Equity Awards That Failed To Meet Vesting Conditions In Year | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | $ (337,938) |