Deborah Wahl
First American FinancialAbout Deborah L. Wahl
Independent director of First American Financial (FAF) since September 10, 2024; age 62. Former SVP and Global Chief Marketing Officer at General Motors (2019–2023), with prior CMO roles at Cadillac (2018–2019), McDonald’s (2014–2017), and PulteGroup (2009–2014), bringing deep consumer marketing and digital transformation expertise relevant to FAF’s technology initiatives . She is currently independent under NYSE rules and not on any FAF board committee as of the 2025 proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Motors Company | SVP & Global Chief Marketing Officer | 2019–2023 | Led global marketing strategy; large-scale brand and digital transformation exposure |
| Cadillac (GM brand) | Chief Marketing Officer | 2018–2019 | Premium brand leadership within automotive ecosystem |
| McDonald’s Corporation | Chief Marketing Officer | 2014–2017 | Consumer brand growth and marketing operations |
| PulteGroup, Inc. | Chief Marketing Officer | 2009–2014 | Homebuilding sector marketing; relevant to real estate demand cycles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mediaocean, LLC | Director | Current | Advertising software and consumer measurement; private company |
| Groupon, Inc. (Nasdaq: GRPN) | Director | 2017–2023 | Public company board experience in digital commerce |
| ActionIQ, Inc. | Director | 2023–2024 | Customer data platform; private |
| Beyond Ordinary Events, Inc. | Director | 2023–2024 | Private |
| OnStar Insurance Services Inc. | Director | 2021–2023 | Insurance within GM ecosystem |
| Association of National Advertisers (ANA) | Board-level roles | Various | Industry leadership roles |
| Mobile Marketing Association (MMA) | Board-level roles | Various | Mobile marketing governance exposure |
| Interactive Advertising Bureau (IAB) | Board-level roles | Various | Digital advertising standards |
Board Governance
- Independence: Affirmatively determined independent under NYSE and FAF guidelines ; listed as independent in director profile .
- Committee assignments: None as of the 2025 proxy (no Audit/Compensation/Governance roles yet) .
- Attendance and engagement: The Board met 6 times in 2024; no incumbent director attended less than 75% of aggregate Board and committee meetings . Non-management directors held 4 executive sessions; independent directors held 1 executive session; Lead Independent Director is Parker S. Kennedy .
- Board structure: Only independent directors serve on Audit, Compensation, and Governance committees (chairs: Audit—James L. Doti; Compensation—Michael D. McKee; Governance—Margaret M. McCarthy) .
Fixed Compensation
| Component | FAF Policy / Structure | Deborah Wahl 2024 Actual |
|---|---|---|
| Annual cash retainer | $95,000 (prorated for partial-year service) | $29,411 (prorated from Sept. 10, 2024) |
| Committee member fees | Audit $15,000; Compensation $10,000; Governance $10,000 (prorated) | $0 (no committee assignments) |
| Committee chair fees | Audit $25,000; Compensation $15,000; Governance $10,000 | $0 |
| Lead Independent Director | +$25,000 | N/A |
| Chairman retainer | +$150,000 (raised to $175,000 in Jan 2025) | N/A |
- Policy update: As of Jan 2025, director cash retainer increased to $110,000 and annual director RSU grant fair value increased to $160,000 (prorated for partial-year service) .
Performance Compensation
| Equity Award | Grant Date | Grant Value | Vesting | Notes |
|---|---|---|---|---|
| Director RSUs (prorated) | 9/10/2024 | $46,430 (disclosed); includes $46,438 of deferred director RSUs per footnote | 1-year vest, subject to continued service; retirement accelerates vesting | Non-employee director RSUs; time-based (no performance metrics) |
| RSUs outstanding (as of 12/31/2024) | — | — | — | 706 unvested RSUs held by Wahl |
- Compensation cap: Non-employee director total annual cash + equity compensation limited to $500,000 under the amended and restated 2020 Incentive Compensation Plan (A&R ICP), supporting governance discipline .
Other Directorships & Interlocks
| Link Type | Detail |
|---|---|
| Shared boards with FAF peers | None disclosed; Wahl’s current/past boards do not overlap with FAF directors’ listed public boards . |
| Related-party transactions | None disclosed involving Wahl; FAF related-party section lists items for other directors but not Wahl . |
Expertise & Qualifications
- Consumer marketing and digital transformation leader across automotive, quick-service restaurants, and homebuilding—directly applicable to FAF’s ongoing digital underwriting and customer-experience initiatives .
- Strategic growth credentials aligned with FAF’s focus on automating title decisions (e.g., Sequoia platform) and modern underwriting tools (Galileo), bolstering board oversight of tech investments .
Equity Ownership
| Measure (as of record date 3/17/2025) | Amount |
|---|---|
| Common shares beneficially owned | — (none reported) |
| Unvested RSUs (director) | 706 |
- Director stock ownership guideline: Non-employee directors are expected to own at least 5× their cash annual retainer; RSUs count toward compliance, with 5 years from start of service to meet the guideline .
- Hedging/pledging: FAF prohibits directors and executives from hedging, margin accounts, or pledging company stock; clawback and recoupment policies apply to incentive compensation where applicable .
Governance Assessment
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Positives:
- Strong independence, no related-party transactions, and compliance with FAF’s anti-hedging/pledging policies .
- Director pay bounded by explicit annual cap ($500,000) and delivered primarily via RSUs, aligning interests with shareholders .
- Board quality signals: robust committee independence, regular executive sessions, majority voting in uncontested elections, and active shareholder engagement; Say-on-Pay support ~96% in prior year indicates investor confidence in governance and pay design .
-
Watch items:
- Early tenure with no committee assignments yet limits visibility into her direct governance contributions; monitoring future committee placements (e.g., Governance or Compensation) will clarify board effectiveness impacts .
- Reported common share ownership is currently zero (new appointee), though RSUs and guideline timeline mitigate immediate alignment concerns .
-
RED FLAGS: None disclosed specific to Wahl (no attendance shortfalls, related-party dealings, or pay anomalies) .
Net take: Wahl’s consumer and digital expertise complements FAF’s tech-forward initiatives. Governance structures around independence, director pay caps, and stock ownership guidelines provide alignment guardrails; investors should watch for her committee appointments and evolving ownership toward guideline targets over the standard 5-year window .