Marsha Spence
First American FinancialAbout Marsha A. Spence
Marsha A. Spence (age 73) has served on First American Financial’s board since 2022. She is the former chairman (2006–2023) and CEO (2001–2021) of Mother Lode Holding Co. (MLHC), a title insurance and escrow provider acquired by First American on May 2, 2022, and previously held managerial roles at Placer Title Company beginning in 1977. The board classifies her as not independent. Her core credential is deep operating expertise in title, including leadership of a multi‑brand title business and service as president of the California Land Title Association (CLTA).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mother Lode Holding Co. (First American subsidiary) | Chairman of the Board | 2006–2023 | Led a multi‑brand title platform; retired 2023 |
| Mother Lode Holding Co. | Chief Executive Officer | 2001–2021 | Oversaw underwriting and escrow services growth |
| Placer Title Company (MLHC principal subsidiary) | Managerial roles | 1977–(progressive roles) | Built operational expertise in title operations |
| California Land Title Association | Board of Governors; President | ~10 years; President 2005–2006 | Industry leadership and policy engagement |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| California Land Title Association | Board Governor; President (2005–2006) | Industry association | Non‑profit/industry; not a public company board |
No other public company directorships are disclosed.
Board Governance
- Committee assignments: None; not a member or chair of Audit, Compensation, or Nominating/Governance.
- Independence: Not independent (along with CEO Kenneth DeGiorgio and Chairman Dennis Gilmore); all other directors except those two and Ms. Spence are independent under NYSE and company standards.
- Attendance: The board met 6 times in 2024; no incumbent director attended less than 75% of board and applicable committee meetings.
- Executive sessions: Non‑management directors met 4 times; independent directors met once in executive session in 2024.
- Years of service on this board: Director since 2022.
Fixed Compensation
| Component (Director) | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Standard non‑employee director retainer |
| Committee chair fees | $0 | Not a committee chair |
| Committee member fees | $0 | Not a committee member |
| Meeting fees | Not disclosed | No additional meeting fees disclosed |
| Cash actually earned (2024) | $95,000 | As reported for Ms. Spence |
Program updates: Effective January 2025, the annual cash retainer increased to $110,000 (chairman additional retainer to $175,000).
Performance Compensation
| Equity Element | 2024 Program | Ms. Spence (2024 reported) | Vesting / Terms |
|---|---|---|---|
| Annual director RSUs | $150,000 grant value | $150,000 | Director RSUs vest over one year, subject to continued service; all outstanding awards vest upon retirement regardless of tenure prior to retirement. |
| Unvested RSUs outstanding (12/31/2024) | — | 2,694 units | Balance as of year‑end 2024. |
Program updates: Effective January 2025, target annual director RSU grant increased to $160,000.
Performance metric structure (Directors)
- Non‑employee director equity grants are time‑vested RSUs (no explicit performance metrics for director equity).
Other Directorships & Interlocks
- Other public company boards: None disclosed.
- Interlocks/affiliations: Former chair and CEO of MLHC, now a wholly owned subsidiary of First American.
- Board composition, independence and leadership are detailed in the proxy; Ms. Spence is one of three non‑independent directors.
Expertise & Qualifications
- Title insurance and settlement operations: Led MLHC and Placer Title for decades, bringing multi‑brand title operating experience.
- Industry governance: Long‑tenured CLTA leadership, including board presidency.
- Strategic/operational effectiveness: Company cites her “deep industry knowledge” and leadership of a “highly successful, multi‑brand title business.”
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Beneficial ownership (common shares) | 4,503 shares (as of record date) |
| Unvested RSUs (12/31/2024) | 2,694 units |
| Ownership guidelines (non‑employee directors) | Expected to own ≥5x the cash annual retainer; RSUs count toward guideline (company‑wide policy; individual compliance not disclosed) |
Related-Party Exposure (Conflicts)
- Legacy benefit plans: Ms. Spence is a beneficiary of MLHC legacy SERP and Deferred Compensation Plan (DCP) that were frozen at acquisition; First American assumed obligations under those legacy plans.
- Related leases: MLHC leases with a trust to which Ms. Spence and her husband are beneficiaries; four leases remained in place in 2024 (one terminated during 2024). The Company paid approximately $674,050 in rent under these leases in 2024; company real estate team determined the leases were at fair market value at acquisition.
Director Compensation (Detail)
| Year | Cash Fees | Stock Awards (Grant-Date FV) | All Other Comp | Total |
|---|---|---|---|---|
| 2024 | $95,000 | $150,000 | $0 | $245,000 |
Director program features:
- 2024 retainers: cash $95,000; additional fees for committee roles (not applicable to Ms. Spence); annual RSU grant $150,000 to each non‑employee director.
- Vesting: Director RSUs vest over one year; all outstanding awards vest upon retirement irrespective of service length.
Board Effectiveness Signals
- Attendance/engagement: No director fell below 75% attendance; the board met 6 times; committees met (Audit 6; Compensation 6; Governance 3; Executive 1).
- Independence mix: Ms. Spence is not independent; two other directors (CEO and Chairman) are also not independent; all board committees (Audit, Compensation, Governance) are fully independent.
- Equity alignment: Annual RSUs align directors with shareholder outcomes; 2,694 unvested units were outstanding for Ms. Spence at year‑end 2024.
Governance Assessment
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Strengths
- Deep operator in title insurance with decades of line and leadership experience (MLHC/Placer Title, CLTA governance). This supports board oversight of underwriting, escrow operations, and market cyclicality.
- Engagement baseline met: no director below 75% attendance in 2024.
- Equity alignment through annual RSUs; unvested holdings support continued alignment.
-
Watch items / potential conflicts
- RED FLAG: Non‑independent director with ongoing financial ties via assumed MLHC SERP/DCP obligations.
- RED FLAG: Related‑party leases (beneficial interest to Ms. Spence and spouse via trust); ~$674k rent paid in 2024, though assessed at fair market value at acquisition. Continued monitoring warranted for changes to terms, renewals, or expansions.
- Not serving on key oversight committees (Audit/Comp/Gov) limits direct committee‑level influence, which can mitigate conflict risk but also reduces formal oversight exposure for her expertise.
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Overall implication for investor confidence
- Ms. Spence brings scarce domain expertise valuable for a title insurer; however, her non‑independence and related‑party exposure require sustained disclosure and periodic third‑party validation (e.g., lease FMV tests) to preserve governance confidence.