Matt Wajner
First American FinancialAbout Matt Wajner
Matthew F. Wajner is Vice President, Treasurer at First American Financial Corporation, age 49, with 15 years at the company and in the current treasurer role since 2020 . His compensation is tied to core financial performance metrics—pretax margin and return on equity—under the Annual Incentive Plan, which paid out at 133% of target for 2024 based on actual pretax margin of 9.2% versus an 8.5% target and ROE of 8.2% versus 7.2% target . Company TSR was 0.4%, 4.9%, and 9.8% for the one-, five-, and ten-year periods ending 12/31/2024, respectively, signaling mixed stockholder outcomes over varying horizons relative to the S&P MidCap 400 . The company identifies ROE, pretax margin, and EPS as its most important financial performance measures used to link executive compensation to performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First American Financial Corporation | Vice President, Treasurer | 2020–Present | Compensation increases in 2025 reflected strength in leading the company's financial function through challenging conditions |
| First American Financial Corporation | Vice President, Chief Accounting Officer | 2013–2020 | Supported company’s finance leadership through difficult market conditions |
| First American Financial Corporation | Controller | 2010–2013 | Advanced financial reporting capabilities |
| The First American Corporation | Director of SEC Reporting | 2009–2010 | Led SEC reporting processes |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $346,923 | $350,000 | $350,000 |
| Actual Cash Bonus ($) | $117,618 | $109,980 | $203,158 |
| All Other Compensation ($) | $18,050 | $9,849 | $10,600 |
| Total ($) | $815,948 | $805,248 | $860,349 |
2024 cash bonus targeting and payout:
- Target Annual Cash Bonus: $152,750; Actual Cash Bonus: $203,158 (133% of target) .
Performance Compensation
Annual Incentive Plan (AIP) – Financial Metrics and Payout
| Metric | Weighting | Threshold | Target | Maximum | Actual 2024 | Payout (%) |
|---|---|---|---|---|---|---|
| Pretax Margin | 50% | 6.0% | 8.5% | 11.3% | 9.2% | 125% |
| Return on Equity | 50% | 5.0% | 7.2% | 9.6% | 8.2% | 142% |
| Total | 100% | — | — | — | — | 133% |
2025 AIP calibration update:
- Metrics remain ROE (50%) and pretax margin (50%); threshold increased to 75% of target, maximum reduced to 125% of target; payouts linearly scale 0–200% with Committee discretion up to ±30 percentage points (none applied in 2024) .
Annual Equity Bonus (Bonus RSUs)
| Metric | 2023 | 2024 |
|---|---|---|
| Target Bonus RSU Amount ($) | $82,250 | $82,250 |
| Performance Result | — | 133% |
| Actual Bonus RSU Amount ($) | $59,220 | $109,392 |
2025 target adjustments:
- Target Bonus RSU increased to $85,750 for Wajner .
Long-Term Incentives (LTI RSUs and LTI PRSUs)
| Component | 2024 Target Granted (in 2025 for 2024 performance) | Vesting | Performance Basis |
|---|---|---|---|
| LTI RSUs ($) | $120,000 | 33 1/3% annually over 3 years | Time-based |
| LTI PRSUs ($) | $120,000 | 3-year performance period | Relative TSR vs S&P MidCap 400 (0–200% payout) |
Additional disclosures:
- 2025 grant date fair value of LTI PRSUs for Wajner: $173,099 under GAAP .
- 2022 LTI PRSUs earned at 76% for the 2022–2024 performance period; vesting February 22, 2025, subject to service .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|
| Matthew F. Wajner | 27,177 | — |
Stock ownership guidelines and compliance:
- Guidelines: 3x base salary for execs with base salary ≥$500k; 1x base salary for execs with base salary < $500k (applies to Wajner); all executive officers meet or exceed guidelines .
- Trading policy: no margin accounts or pledging; hedging prohibited .
Outstanding Equity Awards as of December 31, 2024
| Grant Date | Unvested RSUs (#) | Market Value ($) | Unearned PRSUs (#) | Market/Payout Value ($) |
|---|---|---|---|---|
| 2/18/2021 | 1,424 | $88,915 | — | — |
| 2/22/2022 | 1,788 | $111,643 | — | — |
| 2/22/2022 (2022 PRSUs earned at 76%) | 617 | $38,525 | — | — |
| 2/16/2023 | 2,034 | $127,003 | 3,862 (max) | $241,143 |
| 2/22/2024 | 3,037 | $189,630 | 1,976 | $123,381 |
Vesting and realized value:
- Shares acquired on vesting in 2024: 4,818; value realized: $282,193 .
- RSU vesting schedules: LTI RSUs granted in 2022–2024 vest 33 1/3% annually; 2021 RSUs vest at 25% per year; Bonus RSUs vest over three years .
Employment Terms
Role and Tenure
- Vice President, Treasurer since 2020; joined the organization (The First American Corporation/FAF) in 2009 .
Severance and Change-in-Control Economics (Wajner)
| Scenario | Severance ($) | Bonus ($) | RSU/PRSU Acceleration | Benefits Continuation ($) | Total ($) |
|---|---|---|---|---|---|
| Voluntary Termination | — | — | — | — | — |
| For Cause | — | — | — | — | — |
| Involuntary Termination Without Cause / Good Reason | $67,308 (10 weeks under plan) | — | $675,923 (delayed vesting of RSUs; PRSUs pro-rata remain eligible) | — | $743,231 |
| Change-in-Control (No Termination) | — | — | $811,845 (accelerated if CI not Board-approved) | — | $811,845 |
| Change-in-Control with Termination Without Cause / Good Reason | $1,170,000 (2× salary) | $235,000 (pro rata target) | $811,845 | $126,269 (24 months after-tax benefits) | $2,343,114 |
| Death | — | — | $811,845 | — | $811,845 |
| Disability | — | — | $811,845 | — | $811,845 |
Trigger and acceleration terms:
- RSUs and PRSUs accelerate only upon a change-in-control not approved by the Board, or upon death/disability; no acceleration for Board-approved CI; absent CI, unvested RSUs/PRSUs generally vest on a delayed basis or remain eligible per terms; early/normal retirement provisions apply at specified ages; Wajner was not eligible for retirement as of 12/31/2024 .
Clawback:
- Mandatory recoupment of excess incentive compensation upon material noncompliance and potential recovery for misconduct resulting in loss or reputational damage .
Compensation governance:
- Independent consultant Semler Brossy engaged; comparator companies used; for Wajner and Adams, size-aligned Mercer survey data informed benchmarking .
Compensation Structure Analysis
- Cash vs equity mix shifted higher in 2024 vs 2023: total comp rose to $902,550 from $739,200, driven by higher AIP payouts and stable LTI targets ($120k RSUs and $120k PRSUs) . 2025 targets increased modestly (cash bonus to $159,250; Bonus RSUs to $85,750), indicating continued emphasis on performance-linked and equity-based pay .
- AIP metrics tightened for 2025 (higher threshold, lower maximum), supporting disciplined pay-for-performance calibration .
- No pledging or hedging permitted; ownership guidelines enforced and met, supporting long-term alignment .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 27,177 shares |
| Ownership guidelines | 1× base salary level for executives with base salary < $500k; all execs compliant |
| Pledging/hedging | Prohibited; no margin accounts or pledging |
| Vesting supply | 4,818 shares vested in 2024; $282,193 realized |
Performance & Track Record
- AIP payout at 133% of target for 2024 reflects overachievement on pretax margin and ROE versus targets; Committee did not apply discretionary adjustments .
- Company outcomes included $68 million repurchases and a 1.9% dividend increase; TSR mixed across periods vs S&P MidCap 400 .
- Committee cited Wajner’s strong leadership in the finance function through challenging conditions in its LTI award decisions .
Compensation Peer Group (Benchmarking)
- Comparator companies: American Financial Group, Assurant, AXIS Capital Holdings, Cincinnati Financial, Everest Re Group, Fidelity National Financial, Genworth Financial, Kemper, Mercury General, Old Republic International, The Hanover Insurance Group, W.R. Berkeley .
- Committee benchmarks against 25th/50th/75th percentiles; for Wajner, size-aligned Mercer survey data used .
Investment Implications
- Alignment: AIP metrics (pretax margin, ROE) and 50% PRSU weighting on rTSR create direct linkage between performance and pay; ownership guidelines and no-hedging/pledging policies reinforce alignment .
- Retention: Multi-year RSU vesting, PRSU performance periods, and CI protection (2× salary and target bonus, benefit continuation) reduce near-term turnover risk; however, annual AIP recalibration increases performance rigor .
- Trading signals: 4,818 shares vested in 2024 indicate recurring vesting-related supply; outstanding unvested RSUs/PRSUs and scheduled PRSU vest dates (e.g., 2/22/2025, 2/16/2026 for earlier cycles) can create predictable selling pressure windows absent holding requirements .
- Pay momentum: 2025 target increases for cash and equity bonuses suggest continued confidence in execution; monitor AIP metric changes and TSR outcomes given the mixed one-year TSR versus peers to assess forward payout risk .