Martha Wyrsch
First American FinancialAbout Martha B. Wyrsch
Martha B. Wyrsch (age 67) has served as an independent director of First American Financial Corporation since 2018, currently sitting on the Audit Committee and the Nominating & Corporate Governance Committee . She retired in 2019 as EVP and General Counsel at Sempra, overseeing legal affairs and compliance; earlier, she was President of Vestas American Wind Technology (2009–2012), leading North American sales, construction, service, and maintenance . The Board has affirmatively determined she is independent under NYSE listing standards and the company’s guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sempra | Executive Vice President & General Counsel | 2013–2019 | Oversaw legal affairs and compliance initiatives |
| Vestas American Wind Technology | President | 2009–2012 | Led North American sales, construction, service, maintenance |
| Spectra Energy Corporation | Director | Not disclosed | Board service |
| SPX Corporation | Director | Not disclosed | Board service |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Quanta Services, Inc. (NYSE: PWR) | Director | Current | Specialized contracting services |
| National Grid plc (FTSE: NG; NYSE: NGG) | Director | Current | Investor-owned utility in UK/US |
| Spectris plc | Director | 2012–2021 | LSE-listed industrials |
| Noble Energy, Inc. (NYSE: NBL) | Director | 2019–2020 | E&P company |
Board Governance
- Committee assignments: Audit Committee (member) and Nominating & Corporate Governance Committee (member); Audit Committee chaired by James L. Doti, with Wyrsch as a member alongside Mark C. Oman .
- Independence: Board determined Wyrsch is independent; only DeGiorgio, Gilmore, and Spence are not independent .
- Meetings and attendance: Board met 6 times in 2024; Audit 6, Compensation 6, Governance 3, Executive 1; no incumbent director attended less than 75% of aggregate Board/committee meetings (Wyrsch met attendance requirements) .
- Audit Committee charter: Revised January 22, 2025; committee recommended inclusion of audited financials in the 2024 Form 10-K and discussed PwC independence .
- Governance practices: Majority voting in uncontested elections; executive sessions of independent directors; lead independent director is Parker S. Kennedy .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 6 |
| Nominating & Corporate Governance | Member | 3 |
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 95,000 | Standard non-employee director retainer in 2024 |
| Audit Committee member retainer | 15,000 | Additional retainer for Audit Committee members |
| Governance Committee member retainer | 10,000 | Additional retainer for Governance Committee members |
| Total fees earned (cash) | 120,000 | Reported for Wyrsch in 2024 |
- Program updates: In January 2025, the Board increased the annual cash retainer to $110,000 and the annual director RSU grant fair value to $160,000; Chairman additional retainer increased to $175,000 .
Performance Compensation
| Component | Grant Date | 2024 Grant Value ($) | Vesting | Performance Linkage |
|---|---|---|---|---|
| Director RSUs | Feb 22, 2024 | 150,000 | Vests over 1 year; all outstanding awards vest upon retirement | None (time-based RSUs) |
- Structure: RSUs granted to non-employee directors at fair market value; prorated for partial-year service; no stock options for directors disclosed .
Other Directorships & Interlocks
| Company | Relationship to FAF | Potential Interlock/Conflict |
|---|---|---|
| Quanta Services, Inc. (PWR) | External board | No FAF-related transaction disclosed; independence affirmed |
| National Grid plc (NG/NGG) | External board | No FAF-related transaction disclosed; independence affirmed |
| Spectris plc | Former external board | No FAF-related transaction disclosed |
| Noble Energy, Inc. | Former external board | No FAF-related transaction disclosed |
| Spectra Energy; SPX Corporation | Former external boards | No FAF-related transaction disclosed |
- Related-party transactions: 2025 proxy discloses certain relationships involving other directors (Kennedy, Gilmore, Spence) but none involving Wyrsch; no loans, leases, or family employment disclosures tied to Wyrsch .
- Compensation Committee interlocks: None; committee members were Kennedy, McKee, Oman in 2024 .
Expertise & Qualifications
- Legal and compliance leadership as EVP & GC at Sempra; operational leadership in renewable energy as President of Vestas American Wind Technology .
- Audit Committee financial literacy: All members, including Wyrsch, determined financially literate under SEC rules; audit committee financial experts named as Doti and Oman .
Equity Ownership
| Item | Amount | As-of Date |
|---|---|---|
| Common shares beneficially owned | 16,079 | Record date (see Security Ownership table) |
| Unvested RSUs | 2,694 | December 31, 2024 |
| Ownership % of outstanding | Under 1% | Record date |
- Director stock ownership guidelines: Non-employee directors expected to own at least 5x cash annual retainer; RSUs count toward guideline; 5-year compliance window .
- Hedging/pledging policy: Directors (and certain related persons) prohibited from hedging (short sales, options, zero-cost collars, forward sales) and from margin/pledging FAF securities; no exceptions disclosed .
Governance Assessment
- Strengths: Independent director since 2018 with deep legal/compliance and operational experience; active on Audit and Governance committees; financially literate; Audit charter refreshed in 2025; strong attendance; annual director compensation balanced between cash and time-vested equity; anti-hedging/pledging policy strengthens alignment .
- Alignment: Beneficial ownership of 16,079 shares and 2,694 unvested RSUs; director ownership guidelines of 5x cash retainer with a reasonable compliance period support alignment, though individual compliance status is not disclosed .
- Potential watch items: No committee chair roles for Wyrsch; director equity is time-based without performance conditions (common practice but less performance-linked than PRSUs used for executives); precise director-by-director meeting attendance percentages not disclosed (only threshold compliance) .
- Conflicts/red flags: No related-party transactions disclosed for Wyrsch; company-wide prohibitions on hedging/pledging mitigate red flag risks; Board majority independent and uses majority voting and executive sessions, supporting investor confidence .
- Shareholder sentiment context: Say-on-Pay approval ~96% for prior year executive compensation, supporting the broader governance environment; independent compensation consultant engaged by the Compensation Committee .