Dennis Gilmore
First American FinancialAbout Dennis J. Gilmore
Dennis J. Gilmore (age 66) is Chairman of the Board and a Class II director of First American Financial Corporation (FAF). He has served on the Board since 2010 and became Chairman in February 2022; previously he was FAF’s Chief Executive Officer from 2010 to 2022 and held senior roles at The First American Corporation from 1993 to 2010, including CEO of its financial services group and Chief Operating Officer . He is not an independent director under NYSE standards and FAF’s guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First American Financial Corporation | Chairman of the Board | Feb 2022–present | Board leadership separating Chair and CEO roles; Lead Independent Director structure in place |
| First American Financial Corporation | Chief Executive Officer | 2010–2022 | Operational leadership through real estate cycles |
| The First American Corporation | CEO, Financial Services Group; COO | 1993–2010 | Senior operating roles pre-spin |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Automobile Club of Southern California | Director | Current | External board; also served by Parker S. Kennedy, creating an interlock |
Board Governance
- Independence: Not independent (Board affirmed Gilmore, CEO DeGiorgio and director Spence are non-independent) .
- Committee assignment: Executive Committee member .
- Board leadership: Roles of Chair (Gilmore) and CEO (DeGiorgio) separated; Lead Independent Director (Kennedy) chairs executive sessions .
- Attendance: Board met six times in 2024; no incumbent director attended less than 75% of Board/committee meetings. Nine of ten directors attended the 2024 annual meeting .
- Executive sessions: Non-management directors met four times; independent directors met once in 2024 .
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Annual cash retainer | 95,000 | Standard non-employee director retainer |
| Chairman of the Board retainer | 150,000 | Additional cash retainer for Chair |
| Subsidiary board service | 20,000 | Service on First American Trust, FSB board |
| RSU grant (director equity) | 150,000 | Annual RSUs granted Feb 22, 2024; one-year vest, service-based |
| Total 2024 director compensation | 415,000 | Summation disclosed in proxy table |
- 2025 adjustments: Board increased annual cash retainer to $110,000, annual director RSU grant to $160,000, and Chairman retainer to $175,000 (effective January 2025) .
Performance Compensation
| Equity Element | Grant Date | Grant Value ($) | Vesting | Notes |
|---|---|---|---|---|
| Director RSUs | Feb 22, 2024 | 150,000 | 1-year, service-based | Accelerate upon retirement; prorated for partial-year service |
| Director RSUs (new level) | Jan 2025 policy | 160,000 | 1-year, service-based | Policy update for 2025 |
FAF’s director equity is time-based RSUs; no performance metrics apply to director compensation (performance metrics are used for executives). Hedging and pledging of Company stock are prohibited for directors and officers .
Other Directorships & Interlocks
| Entity | Type | Overlap/Interlock | Governance Consideration |
|---|---|---|---|
| Automobile Club of Southern California | Non-profit/Member services | Gilmore and Parker S. Kennedy both directors | External interlock signaling network ties |
Expertise & Qualifications
- Deep operating and industry expertise from tenure as FAF CEO (2010–2022) and prior leadership at The First American Corporation (financial services, COO), providing direct insight into title insurance and settlement operations .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 493,024 | As of record date; listed under “Security Ownership of Management” |
| Unvested director RSUs | 15,133 | Includes 12,439 LTI PRSUs from service before 2022; status detailed in footnote |
| Director ownership guideline | 5× cash annual retainer | RSUs count toward compliance; directors have five years to meet guideline |
Potential Conflicts or Related-Party Exposure
| Item | Description | 2024/2025 Details |
|---|---|---|
| Family employment | Gilmore’s daughter employed by a FAF subsidiary as VP, profit center manager | 2024 base $132,300; 2024 cash bonus $45,800 (paid 2025); one-time bonus $6,700; RSUs granted in 2025 with $5,100 value. Standard benefits; participated in performance-based programs |
| Office support | Company-provided office, mobile devices, administrative support to Chairman | Disclosed in director compensation footnote |
Related-party transactions are reviewed under Board policy; amounts disclosed and characterized as standard or within policy thresholds .
Governance Assessment
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Strengths
- Experienced Chair with prior CEO tenure improves board knowledge of operational risks and strategic execution .
- Clear separation of Chair and CEO, plus Lead Independent Director with regular executive sessions, supports independent oversight .
- Strong director engagement: adequate meeting cadence and attendance; annual board/committee self-evaluation; majority independent committees .
-
Risks and Red Flags
- Non-independence of the Chair could constrain board independence; mitigants include Lead Independent Director and independent committee leadership (Audit, Compensation, Governance) .
- Family employment (daughter) is a related-party exposure; amounts and status disclosed and subject to policy review .
- External interlock (Automobile Club) with another FAF director (Kennedy) may concentrate networks; monitor for conflicts if counterparties or services intersect with FAF operations .
- Chair receives office support and subsidiary board fees; ensure benefits are reasonable, disclosed, and within policy limits .
-
Investor Confidence Signals
- Robust anti-hedging/pledging and clawback frameworks and prohibition on option/SAR repricing in compensation plans indicate governance discipline .
- High Say-on-Pay support (≈96% in prior year) reflects shareholder endorsement of executive pay practices; indirectly positive for overall governance environment .