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    Amendment: First American Corporation (New) filed SEC Form 8-K: Leadership Update

    5/23/25 4:15:19 PM ET
    $FAF
    Specialty Insurers
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    Get the next $FAF alert in real time by email
    8-K/A
    true0001472787First American Financial Corp00014727872025-04-152025-04-15

     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549

     

    FORM 8-K/A

    (Amendment No. 1)

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): April 15, 2025

     

     

    FIRST AMERICAN FINANCIAL CORPORATION

    (Exact name of Registrant as Specified in Its Charter)

     

     

    Delaware

    001-34580

    26-1911571

    (State or Other Jurisdiction
    of Incorporation)

    (Commission File Number)

    (IRS Employer
    Identification No.)

     

     

     

     

     

    1 First American Way

     

    Santa Ana, California

     

    92707-5913

    (Address of Principal Executive Offices)

     

    (Zip Code)

     

    Registrant’s Telephone Number, Including Area Code: (714) 250-3000

     

    Not Applicable

    (Former Name or Former Address, if Changed Since Last Report)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

    ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    ☒Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    ☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:


    Title of each class

     

    Trading
    Symbol(s)

     


    Name of each exchange on which registered

    Common stock, $0.00001 par value

     

    FAF

     

    New York Stock Exchange

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

    Emerging growth company ☐

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     


     

     

    Item 5.02 Departure of Director or Certain Officers; Appointment of Certain Officers.

     

    Compensatory Arrangements of Certain Officers

    On April 15, 2025, First American Financial Corporation (the “Company”) filed a Current Report on form 8-K announcing the promotion of Mark E. Seaton to the position of Chief Executive Officer and the promotion of Matthew F. Wajner to the position of Chief Financial Officer, each effective as of April 10, 2025 (the “Appointment Date”). At that time, there were no changes to their compensation.

    On May 21, 2025, the Company’s Compensation Committee (the “Committee”) (i) increased Mr. Seaton’s base salary from $725,000 to $1,000,000 per year (effective as of the Appointment Date), (ii) increased his full-year 2025 annual incentive plan cash bonus target from $750,000 to $1,800,000 and (iii) increased his full-year 2025 annual incentive plan bonus restricted stock unit (“RSU”) target from $750,000 to $1,800,000, (iv) granted him (a) long-term incentive (“LTI”) plan RSUs that vest 33.3% per year over three years (“LTI RSUs”) having a grant date value of $737,500 and (b) LTI incentive plan performance RSUs that vest over three years with the number of shares earned to be determined based on the Company’s relative total shareholder return over the three-year performance period beginning January 1, 2025 and ending December 31, 2027 (the “Performance Period”) relative to the companies in the S&P MidCap 400 Index at the beginning of the Performance Period (“LTI PRSUs”) having a grant date value of $737,500.

    On May 21, 2025, the Committee approved the entry into an employment agreement with Mr. Wajner effective as of the Appointment Date and expiring on December 31, 2027, with the following terms: (i) an increase in base salary from $370,000 to $625,000 (effective as of the Appointment Date), (ii) in the event of termination by the Company Without Cause (as defined therein), subject to execution and non-revocation of a release of claims, a severance payment equal to two times the sum of (a) base salary and (b) the median of his last three annual bonuses, payable one-half in monthly installments over the year following termination and one-half in a lump sum one year following termination; and (iii) standard restrictive covenants regarding confidentiality, non-competition and non-solicitation.

    In addition, on May 21, 2025, the Committee (i) increased Mr. Wajner’s full-year 2025 annual incentive plan cash bonus target from $159,250 to $500,000, (ii) increased his full-year 2025 annual incentive plan bonus RSU target from $85,750 to $500,000 and (iii) granted him (a) LTI RSUs having a grant date value of $192,500 and (b) LTI PRSUs having a grant date value of $192,500.


    SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

     

     

    FIRST AMERICAN FINANCIAL CORPORATION

     

     

     

     

    Date:

    May 23, 2025

    By:

    /s/ Lisa W. Cornehl

     

     

     

    Name: Lisa W. Cornehl
    Title: Senior Vice President, Chief Legal Officer

     


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