Mark Seaton
First American FinancialAbout Mark Seaton
Mark E. Seaton, age 47, is Executive Vice President and Chief Financial Officer of First American Financial Corporation, serving as CFO since 2013; his tenure at the company is 19 years as of 2024, after prior roles including Senior Vice President, Finance (2010–2013) and Director of Investor Relations at The First American Corporation (2006–2010) . Company performance under the executive team in 2024 included adjusted EPS growth of 15.8% year over year, title segment pretax earnings of $246.2 million, commercial revenues up 16% to $761 million, total revenues over $6.1 billion, and adjusted ROE of 8.2%; TSR for the one-, five-, and ten-year periods ended December 31, 2024 was 0.4%, 4.9%, and 9.8%, respectively . Long-term performance restricted stock units for the 2022–2024 period paid at 76% of target based on rTSR at the 38th percentile versus the S&P MidCap 400 comparator group, reflecting market headwinds in real estate; AIP results in 2024 paid at 133% of target on improved pretax margin and ROE versus targets .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First American Financial Corporation | Executive Vice President, Chief Financial Officer | 2013–present | Leads finance function; LTI and AIP design aligned to company-wide pretax margin and ROE; key contributor to investment portfolio and capital allocation decisions |
| First American Financial Corporation | Senior Vice President, Finance | 2010–2013 | Oversaw investment management, investor relations, treasury, and financial planning |
| The First American Corporation | Director of Investor Relations | 2006–2010 | Led investor relations prior to spin/formation of First American Financial |
Fixed Compensation
| Component | 2023 year-end | 2024 year-end | 2025 adjustment | Notes |
|---|---|---|---|---|
| Base salary ($) | $700,000 | $700,000 | Increased to $725,000 in Feb 2025 | Voluntary 10% salary reduction from June 2022 through Dec 31, 2024; ended thereafter |
| Target AIP Cash Bonus ($) | $725,000 | $725,000 | Increased to $750,000 for 2025 | Paid based on pretax margin and ROE metrics |
| Target AIP Bonus RSUs ($) | $725,000 | $725,000 | Increased to $750,000 for 2025 | RSUs vest 33⅓% annually over 3 years |
Performance Compensation
| Metric | Weighting | Threshold | Target | Maximum | Actual 2024 | Payout |
|---|---|---|---|---|---|---|
| Pretax Margin (non-GAAP) | 50% | 6.0% | 8.5% | 11.3% | 9.2% | 125% |
| Return on Equity (non-GAAP) | 50% | 5.0% | 7.2% | 9.6% | 8.2% | 142% |
| Total AIP | 100% | — | — | — | — | 133% |
| AIP and LTI outcomes (2024 performance; granted/paid in 2025) | Amount ($) |
|---|---|
| Actual AIP Cash Bonus | $964,250 |
| Actual AIP Bonus RSUs | $964,250 |
| LTI RSUs (2025 grant) | $850,000 |
| LTI PRSUs (target; 2025 grant) | $850,000 |
| Total 2024 paid/granted | $4,258,500 |
Design and vesting:
- AIP paid 50% in cash and 50% in Bonus RSUs; Bonus RSUs vest 33⅓% per year over three years; RSUs granted on the second NYSE trading day after filing the 10-K and require at least $25 million net income in year of grant to vest, excluding Extraordinary Items .
- LTI mix is 50% PRSUs and 50% time-based RSUs; PRSUs vest at end of three years based on relative TSR versus the S&P MidCap 400 Index with 0–200% payout range; RSUs vest 33⅓% annually over three years .
Equity Ownership & Alignment
| Ownership element | Details |
|---|---|
| Beneficial ownership | 102,827 common shares as of record date (March 17, 2025) |
| Stock ownership guidelines | 3× base salary for executive officers with base salary ≥$500,000; unvested RSUs count; unvested PRSUs do not; all executive officers meet/exceed guidelines |
| Pledging/hedging | Prohibited: no margin or pledging; no hedging via shorts or options |
| Stock awards vested (2024) | 36,957 shares vested; value realized $2,163,547 |
Outstanding unvested/unearned awards (as of Dec 31, 2024):
| Grant date | Unvested RSUs (#) | Market value ($) | Unearned PRSUs (#) | Market/payout value ($) |
|---|---|---|---|---|
| 2/18/2021 | 10,602 | $661,989 | — | — |
| 2/22/2022 | 15,609 | $974,626 | 3,961 (2022 PRSU; earned at 76% of target; service vest 2/22/2025) | $247,325 |
| 2/16/2023 | 14,762 | $921,739 | 24,628 (reported at max per SEC) | $1,537,772 |
| 2/22/2024 | 22,194 | $1,385,793 | 14,377 (PRSU; reported at target/max per plan disclosure) | $897,700 |
Notes:
- Market values use $62.44 closing price on Dec 31, 2024 per proxy methodology .
- 2022 PRSUs earned at 76% based on rTSR for 2022–2024; shares vest subject to service through Feb 22, 2025 .
Employment Terms
- Employment agreement: Originally entered in 2014; renewed in 2025 with term through December 31, 2027; specifies minimum base salary equal to $725,000 with bonuses and LTI at Committee discretion; includes non-competition, non-solicitation, confidentiality covenants subject to consistency with applicable law .
- Severance (without cause): Two times base salary plus two times the median of last three annual incentive bonuses; paid over 12 months then lump sum; contingent on release and covenant compliance; SERP vesting protections if early retirement date would have been reached during term .
- Change-in-control (not approved by Board): Equity acceleration of all unvested RSUs and PRSUs immediately prior to CIC; otherwise company plans limit acceleration upon Board-approved CIC .
- Clawback/forfeiture: Recoupment for financial restatements causing excess incentive pay; forfeiture/recoupment in certain misconduct circumstances causing loss or reputational damage .
Potential payments upon termination (Mark E. Seaton):
| Scenario | Severance ($) | Pro rata bonus ($) | Accelerated vesting of RSUs/PRSUs ($) | Benefits continuation ($) | Total ($) |
|---|---|---|---|---|---|
| Voluntary termination | — | — | — | — | — |
| For cause | — | — | — | — | — |
| Involuntary without cause / Good reason | $3,633,000 | — | $4,990,068 | — | $8,623,068 |
| CIC without termination | — | — | $5,936,171 | — | $5,936,171 |
| CIC with termination (without cause / Good reason) | $4,300,000 | $1,450,000 | $5,936,171 | $175,724 | $11,861,895 |
| Death | — | — | $5,936,171 | — | $5,936,171 |
| Disability | — | — | $5,936,171 | — | $5,936,171 |
Vesting mechanics:
- Absent CIC, upon involuntary termination without cause: all unvested Bonus RSUs and LTI RSUs vest one year after termination; PRSUs remain eligible pro-rata subject to performance; normal retirement (age 60) deems service met for PRSUs; Seaton was not retirement-eligible as of Dec 31, 2024 .
Compensation Structure Analysis
- Pay mix is heavily at-risk: for 2024, Seaton’s performance-based compensation constituted 85% of total, with 68% of RSUs metric-based (AIP Bonus RSUs plus LTI PRSUs) .
- Strong pay-for-performance linkage: AIP tied 100% to pretax margin and ROE with results paying at 133% of target; PRSUs tied to three-year rTSR versus S&P MidCap 400 with 0–200% payout range; recent 2022–2024 PRSU payout was 76% of target .
- Equity-heavy incentives and governance: No options; prohibition on hedging and pledging; ownership guidelines require 3× base salary for executives and are met/exceeded; equity acceleration limited in Board-approved CIC events .
- Share usage and overhang remain moderate: 3-year average burn rate ~0.9%; overhang 3.0% pre-plan increase; plan seeks stockholder approval to add 1,975,000 shares and extend term to 2035 .
Say-on-Pay & Peer Group
- Say-on-Pay: Approx. 96% approval of 2023 executive compensation in 2024, supporting continued use of at-risk, equity-based pay tied to consolidated performance .
- Comparator peer group: American Financial Group, Assurant, AXIS Capital, Cincinnati Financial, Everest Re, Fidelity National Financial, Genworth, Kemper, Mercury General, Old Republic, Hanover Insurance, W.R. Berkeley; peer data used to benchmark Seaton’s compensation .
Investment Implications
- Alignment: High proportion of at-risk, multi-year equity with rTSR-based PRSUs, ownership guidelines compliance, and prohibitions on hedging/pledging signal strong alignment and lower agency risk .
- Retention risk: Employment agreement runs through 2027; severance protections and deferred RSU/PRSU vesting mechanics promote retention; significant CIC protections only fully accelerate upon unapproved CIC .
- Trading signals: Regular RSU vesting and PRSU cycles can create calendar-based supply; 2024 AIP paid at 133% indicates improved fundamentals; 2022–2024 PRSU payout at 76% reflects real estate macro; monitor Form 4s for any pattern of discretionary sales around vest dates .
- Pay-for-performance discipline: Clear linkage to pretax margin and ROE with defined thresholds and caps; Committee avoided discretionary upward adjustments in 2024 despite strong execution, reinforcing discipline .