James Doti
First American FinancialAbout James L. Doti
James L. Doti, age 78, has served as an independent director of First American Financial Corporation since 2010. He chairs the Audit Committee and serves on the Executive Committee. Dr. Doti holds a PhD in economics from the University of Chicago and has been a professor of economics at Chapman University since 1974; he served as Chapman’s president from 1991 to 2016 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chapman University | President | 1991–2016 | Led a major academic institution; organizational leadership and financial oversight experience |
| The First American Corporation (prior parent) | Director (prior) | Not disclosed | Prior board experience in industry |
| Standard Pacific Corp. | Director (prior) | Not disclosed | Prior public company board experience |
| Fleetwood Enterprises, Inc. | Director (prior) | Not disclosed | Prior public company board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chapman University | Professor of Economics | Since 1974 | Economic analysis and academic leadership perspective |
Board Governance
- Independence: Board determined Dr. Doti is independent under NYSE and company guidelines. Board noted his affiliation with nonprofit organizations receiving donations from the company; amounts were “significantly less than $1 million and 2%” of the nonprofit’s revenues and within categorical independence standards .
- Attendance: Board held 6 meetings in 2024; no incumbent director attended less than 75% of Board and applicable committee meetings .
- Risk oversight: Audit Committee designated as the Board’s risk oversight committee; charter revised January 22, 2025. The Audit Committee reviewed IT/cybersecurity, internal controls, compliance, litigation/regulatory matters, investment portfolios, and external audit independence .
| Body/Committee | Role | 2024 Meetings |
|---|---|---|
| Board of Directors | Director (Independent) | 6 |
| Audit Committee | Chair; Audit Committee Financial Expert | 6 |
| Executive Committee | Member | 1 |
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 135,000 | Aggregate cash fees for Board/committee service |
Director pay framework (policy levels):
- 2024 annual cash retainer: $95,000; Audit Chair retainer: $25,000; Audit Committee member retainer: $15,000; Lead Independent Director: $25,000; Compensation Chair: $15,000; Governance Chair: $10,000; Compensation/Governance members: $10,000 .
- Effective January 2025: annual cash retainer increased to $110,000; annual director RSU grant to $160,000; Chairman of the Board additional retainer to $175,000 .
Performance Compensation (Director Equity)
| Grant Date | Award Type | Grant Date Fair Value ($) | Vesting | Retirement Treatment | Dividends on Unvested Awards | Non-Employee Director Annual Cap |
|---|---|---|---|---|---|---|
| Feb 22, 2024 | RSUs | 150,000 | 1-year, subject to continued service | All outstanding awards vest upon retirement irrespective of length of service prior to retirement | Not paid until vest; dividend equivalents subject to same restrictions | Aggregate cash+equity for any one non-employee director ≤ $500,000 per fiscal year |
Other Directorships & Interlocks
| Company | Role | Current/Prior | Notes |
|---|---|---|---|
| The First American Corporation (prior parent) | Director | Prior | Industry interlock history |
| Standard Pacific Corp. | Director | Prior | Public company real estate exposure |
| Fleetwood Enterprises, Inc. | Director | Prior | Public company exposure |
- Compensation Committee interlocks: None involving current Compensation Committee members; Kennedy formerly an employee (executive chairman until 2012). No interlocks disclosed affecting Doti .
Expertise & Qualifications
- Economic expertise: PhD in economics (University of Chicago); professor since 1974 .
- Organizational leadership: Former university president (1991–2016) .
- Financial oversight: Audit Committee chair; designated audit committee financial expert .
- Industry experience: Prior director roles at the company’s prior parent and other public companies .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Unvested RSUs (#) | Ownership Guidelines (Directors) | Time to Comply |
|---|---|---|---|---|---|
| James L. Doti | 71,536 | — (less than 1%) | 2,694 | At least 5× cash annual retainer; RSUs count toward compliance | 5 years from start of service |
Governance Assessment
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Strengths:
- Independent director with deep economic and organizational leadership credentials; chairs Audit Committee and is designated a financial expert—supports robust financial reporting and risk oversight .
- Clear director pay framework and ownership guidelines (≥5× retainer), with annual updates benchmarked by an independent consultant; aligns director incentives with shareholders .
- Board reported full compliance with attendance thresholds; Audit charter updated Jan 2025; explicit no-dividend payment on unvested awards and prohibition on repricing; non-employee director comp cap at $500k mitigates excess pay risk .
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Watch items / potential conflicts:
- Donations to nonprofit organizations affiliated with Doti considered in independence review; amounts below $1 million and 2% of nonprofit revenue and within categorical independence standards (not material per Board determination) .
- Director RSUs accelerate upon retirement irrespective of tenure; common market practice but reduces time-based retention features at retirement—monitor overall equity mix and vesting policies .
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Investor sentiment signal:
- Say-on-Pay (advisory) passed strongly in 2024 (85.4M for vs. 3.1M against; 314.6k abstain); while focused on executive comp, sustained approval generally supports confidence in compensation governance .
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Risk oversight context:
- Audit Committee oversees cybersecurity and IT/control environment; the company disclosed and concluded investigation of an IT incident, with remediation actions and notifications—underscores the importance of continued cyber governance vigilance .