Mark Oman
First American FinancialAbout Mark Oman
Independent director of First American Financial Corporation (FAF) since 2013; age 70. Former Senior EVP and Group EVP in Home & Consumer Finance at Wells Fargo (2002–2011) and CEO/director of Wachovia Preferred Funding Corp (2009–2011). Provides mortgage-market expertise and serves on private-company and non-profit boards; independence affirmed by the Board. Committees: Audit and Compensation; designated Audit Committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo & Company | Senior EVP, Home & Consumer Finance | 2005–2011 | Led home and consumer finance businesses; mortgage market insight |
| Wells Fargo & Company | Group EVP, Home & Consumer Finance | 2002–2005 | Senior leadership in consumer finance |
| Wachovia Preferred Funding Corp | CEO & Director | 2009–2011 | Funding/structured finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various private ventures | Investor/Advisor | Not disclosed | Involved with several private ventures |
| Private-company and non-profit boards | Director | Not disclosed | Serves on various boards (unspecified) |
Board Governance
- Committees: Audit (member; financial expert) and Compensation (member). Chairs: Audit—James L. Doti; Compensation—Michael D. McKee.
- Independence: Board affirmed independence of non-management directors, including Oman.
- Attendance: Board met 6 times in 2024; no incumbent director attended <75% of Board and applicable committee meetings. Non-management directors held 4 executive sessions; independent directors held 1 executive session.
- Annual meeting: 9 of 10 directors attended last year’s virtual annual meeting.
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $95,000 | Standard director cash retainer |
| Audit Committee member fee | $15,000 | Member (non-chair) |
| Compensation Committee member fee | $10,000 | Member (non-chair) |
| Total cash fees (2024 Form 14A) | $120,000 | Sum of retainer and committee fees |
| RSU grant (grant-date fair value) | $150,000 | RSUs vest over one year, service-based |
| Total director compensation (cash + stock) | $270,000 | Reported total for 2024 |
Notes:
- Director RSUs granted Feb 22, 2024; vest over one year with continued board service.
Performance Compensation
Directors do not have performance-linked pay; annual RSU grants are service-based one-year vesting without performance metrics. Plan imposes annual limits on non-employee director compensation under the equity plan.
| Equity Award Feature | Term | Metric/Condition |
|---|---|---|
| Director RSU grant date | Feb 22, 2024 | Service condition (continued Board service) |
| Vesting schedule | 100% at 1 year | No performance metric required |
| Plan limit (non-employee director comp) | $500,000/year cap under ICP | Governance safeguard |
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict |
|---|---|---|---|
| Current public company boards | — | None disclosed | No interlocks disclosed |
| Compensation Committee interlocks (FAF) | — | Committee member | Committee reported no interlocks; Kennedy previously an employee (retired 2012) |
Expertise & Qualifications
- Audit Committee financial expert; financially literate per SEC/NYSE standards.
- Deep mortgage market and large lender operations expertise from senior Wells Fargo roles; structured finance leadership at Wachovia Preferred Funding.
- Education not disclosed in proxy.
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Common shares beneficially owned | 48,367 | As of record date; sole/shared voting/investment power as applicable |
| Unvested director RSUs (12/31/2024) | 2,694 | Outstanding RSUs at year-end |
| Ownership guidelines (directors) | 5x annual cash retainer; RSUs count; 5-year compliance window | Compliance status not individually disclosed |
| Hedging/pledging policy | Prohibited for directors and insiders | Alignment safeguard |
| Clawback policy | Adopted per NYSE Rule 303A.14 and SEC 10D-1 | Incentive recoupment framework |
Governance Assessment
- Board effectiveness: Oman’s dual service on Audit and Compensation, with Audit financial expert designation, supports oversight of financial reporting, risk, and pay program design. Committee leadership remains with other chairs, limiting concentration of authority.
- Independence and attendance: Independence affirmed; no attendance issues disclosed, indicating engagement.
- Compensation alignment: Modest cash plus standard one-year RSU grant; equity-based pay enhances alignment without encouraging short-term risk. Plan limits and prohibitions on hedging/pledging strengthen governance.
- Conflicts/related-party exposure: No related-party transactions or interlocks disclosed for Oman; broader related-party items involve other directors only. RED FLAGS: None identified specific to Oman.