Margaret McCarthy
First American FinancialAbout Margaret M. McCarthy
Independent director of First American Financial Corporation (FAF); age 71; director since 2015. She chairs the Nominating and Corporate Governance Committee and is designated independent under NYSE standards. Former EVP of Operations & Technology at Aetna (2010–2018) and EVP at CVS Health (2019) supporting the post-merger technology integration; prior senior IT and consulting roles at CIGNA Healthcare, Catholic Health Initiatives, Andersen Consulting (Accenture), and Ernst & Young. Brings large-scale operations, innovation, data security, privacy and cybersecurity expertise to FAF’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVS Health | EVP (supporting technology integration after CVS/Aetna merger) | 2019 | Led integration efforts post-acquisition, bringing enterprise tech/transformation oversight . |
| Aetna, Inc. | EVP, Operations & Technology | 2010–2018 | Responsible for innovation, technology, data security, procurement, real estate, service operations . |
| CIGNA; Catholic Health Initiatives; Andersen Consulting (Accenture); Ernst & Young | Senior IT/consulting roles; consulting partner (E&Y) | Prior to 2003 | Enterprise IT and consulting leadership experience . |
External Roles
| Company | Role | Listing | Notes |
|---|---|---|---|
| Marriott International, Inc. | Director | Nasdaq: MAR | Global hospitality operator/franchisor/licensor . |
| American Electric Power | Director | Nasdaq: AEP | Electric utility with U.S. operations . |
| Alignment Healthcare, Inc. | Director | Nasdaq GS: ALHC | Tech-enabled Medicare Advantage company . |
| Brighthouse Financial, Inc. (prior) | Director | Nasdaq GS: BHF | Life & annuity; served 2018–2021 . |
Board Governance
- Committee assignments: Chair, Nominating and Corporate Governance Committee .
- Independence: Board affirmed independence for McCarthy; only DeGiorgio, Gilmore, Spence are non-independent .
- Attendance: Board met six times in 2024; no incumbent director attended less than 75% of aggregate Board/committee meetings .
- Board leadership: Separate Chair (Gilmore) and CEO (DeGiorgio); Lead Independent Director (Parker S. Kennedy) .
- Executive sessions: Non-management directors met 4 times; independent directors met once in 2024 .
- Skills contribution: Privacy and cybersecurity; oversight of enterprise-critical technology and complex operations .
Fixed Compensation (Non‑Employee Director, 2024)
| Component | Amount |
|---|---|
| Annual cash retainer | $95,000 |
| Governance Committee chair retainer | $10,000 |
| Governance Committee member retainer | $10,000 |
| Total cash fees earned (McCarthy) | $115,000 |
| Annual director RSU grant (grant date fair value) | $150,000 (granted Feb 22, 2024) |
| Director RSU vesting schedule | One-year vesting, subject to continued service; all outstanding awards vest upon retirement |
| Unvested RSUs outstanding at 12/31/2024 (McCarthy) | 2,694 units |
Notes:
- 2025 board-approved increases: cash retainer to $110,000; annual director RSU fair value to $160,000; Chair of the Board retainer to $175,000 (broader board policy) .
- Non-employee director annual compensation is capped under the proposed 2020 Incentive Compensation Plan at $500,000 (cash plus equity) .
Performance Compensation
- Not applicable: non-employee director compensation uses time-based RSUs; no performance metrics disclosed for director equity awards .
Other Directorships & Interlocks
- Current public boards: Marriott (MAR), American Electric Power (AEP), Alignment Healthcare (ALHC); prior Brighthouse Financial (BHF) .
- Related-party/transactions: FAF’s proxy discloses several related-party items (Kennedy family, Gilmore family, Spence leases) but does not identify any transactions involving Ms. McCarthy in 2024; no McCarthy-specific related party transactions described in the “Transactions and Litigation with Management and Others” section .
Expertise & Qualifications
- Enterprise operations and large-scale technology leadership; innovation; data security and privacy; cybersecurity oversight—aligned with FAF’s risk and technology focus .
- Board governance experience across multiple industries (hospitality, utilities, healthcare) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (common shares) | 25,932 shares |
| Unvested director RSUs (12/31/2024) | 2,694 units |
| Ownership guidelines | Directors expected to own ≥5× annual cash retainer; RSUs count toward compliance |
| Guideline threshold (based on 2024 retainer) | $475,000 (5 × $95,000) |
| Indicative value of common shares | ~$1.62 million (25,932 × $62.44 FY-end price) |
| Compliance assessment | Appears to meet/exceed guideline based on disclosed holdings and RSUs |
Governance Assessment
- Strengths: Independent director; Governance Committee chair; strong attendance practices at board level; expertise in cybersecurity/data privacy; multi-industry perspective; meaningful share ownership aligned with stockholder interests; director RSUs vest annually and all outstanding awards vest upon retirement, supporting alignment and retention .
- Policies reducing risk: Insider Trading Policy applies to directors and requires pre-approval for transactions; prohibits trading on material non-public information; hedging and other restricted practices are barred per company policy framework . Non-employee director compensation capped, limiting pay inflation risk .
- Conflicts/red flags: No McCarthy-related party transactions disclosed; independence affirmed; no pledging/hedging allowances indicated under the Insider Trading Policy (directors are Covered Individuals) .
Overall signal: McCarthy’s role as Governance Committee chair with deep technology and cybersecurity background, combined with independence and meaningful ownership, supports board effectiveness and investor confidence in oversight of strategy, risk, and ESG governance at FAF .