Michael McKee
First American FinancialAbout Michael D. McKee
Michael D. McKee (age 79) has served on First American Financial Corporation’s board since 2011 and is an independent director. He is Chair of the Compensation Committee. McKee is a principal of The Contrarian Group (since 2018), Chairman of Realty Income Corporation (NYSE: O), and Chairman of the Tiger Woods Foundation; prior roles include Director and later Executive Chairman, Interim CEO/President at HCP, Inc. (1989–2018), CEO of Bentall Kennedy (U.S.) (2010–2016), CEO/Vice Chair at The Irvine Company, and Partner at Latham & Watkins LLP .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HCP, Inc. (NYSE: HCP) | Director; Executive Chairman; Interim CEO & President | Director 1989–2018; Exec Chair 2016–2018; Interim CEO 2016 | Led REIT during leadership transition; extensive real estate oversight |
| Bentall Kennedy (U.S.) | Chief Executive Officer | 2010–2016 | Led registered real estate investment adviser operations |
| The Irvine Company | CEO and Vice Chairman | Not disclosed | Oversaw private real estate development/investment company |
| Latham & Watkins LLP | Partner | Not disclosed | Legal and governance expertise |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| Realty Income Corporation (NYSE: O) | Chairman | Public | Current |
| Tiger Woods Foundation | Chairman | Non-profit | Current |
| The Contrarian Group | Principal | Private equity | Since 2018 |
| HCP, Inc. (NYSE: HCP) | Director | Public | 1989–2018 |
Board Governance
- Committee assignments: Chair, Compensation Committee; independent director .
- Independence: The Board determined McKee is independent under NYSE and SEC standards. It noted he is affiliated with entities that from time to time do business with FAF, with amounts significantly less than 2% of such entity’s consolidated gross revenues, falling within categorical independence standards .
- Attendance and engagement: In 2024 the Board met 6 times; Audit 6; Compensation 6; Nominating & Corporate Governance 3; Executive 1. No incumbent director attended less than 75% of Board and committee meetings .
- Compensation Committee report: The Committee (McKee, Chair; Kennedy; Oman) reviewed CD&A and recommended inclusion on March 11, 2025 .
- Stockholder confidence: Prior year Say-on-Pay received ~96% support; Board recommends “FOR” Say-on-Pay in 2025 .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $120,000 | McKee’s 2024 cash fees |
| Stock Awards (Grant Date Fair Value) | $150,000 | Director RSUs granted Feb 22, 2024; vest over one year |
| All Other Compensation | $0 | None disclosed |
| Total | $270,000 | Sum of cash and equity grant-date value |
Program structure and updates:
- 2024 annual cash retainer: $95,000; committee chair retainers: Compensation $15,000; members: Compensation $10,000 (Audit $15,000; Governance $10,000) .
- Annual director RSUs: $150,000 grant-date fair value (Feb 22, 2024); vest over one year; all outstanding awards vest upon retirement regardless of service length .
- January 2025 increases: cash retainer to $110,000; annual director RSU fair value to $160,000; Chairman of the Board retainer to $175,000; changes followed recommendation of Compensation Committee and its independent compensation consultant using peer/market data .
Performance Compensation
| Element | Metric(s) | Grant Date | Grant Value | Vesting | Notes |
|---|---|---|---|---|---|
| Director RSUs | None (time-based) | Feb 22, 2024 | $150,000 | One year; accelerated on retirement | Director awards are not tied to performance metrics; vesting accelerates at retirement |
| Unvested RSUs (as of Dec 31, 2024) | N/A | N/A | N/A | N/A | 2,694 RSUs outstanding for McKee |
Directors at FAF receive time-based RSUs rather than performance-conditioned awards; no director-specific performance metrics are disclosed for equity vesting .
Other Directorships & Interlocks
| Company | Role | Interlock/Business with FAF | Notes |
|---|---|---|---|
| Realty Income Corporation (NYSE: O) | Chairman | None disclosed | External board leadership |
| HCP, Inc. (NYSE: HCP) | Director (prior) | None disclosed | Long tenure in healthcare REIT |
| Entities affiliated with McKee | N/A | Ordinary-course business with FAF; amounts significantly <2% of such entity’s revenues | Considered in independence determination; within categorical independence standards |
- Compensation Committee interlocks: None involving McKee (Committee members: Kennedy, McKee, Oman) .
Expertise & Qualifications
- Deep real estate sector leadership across public REITs and private real estate developers; legal background as former partner at Latham & Watkins; executive experience including CEO roles and interim CEO during transition, supporting board oversight of operations and strategic opportunities .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Outstanding | Rights to Acquire Within 60 Days | Unvested RSUs (12/31/2024) |
|---|---|---|---|---|
| Michael D. McKee | 51,036 | <1% (not listed as ≥1%) | None | 2,694 |
| Notes | — | — | The proxy notes none of the listed directors/officers have rights to acquire shares within 60 days of the record date | — |
| Citations: Beneficial ownership table and acquisition rights status ; RSU count . |
Stock ownership alignment:
- Guideline: Non-employee directors expected to own at least 5× their cash annual retainer in FAF common stock; RSUs count toward compliance; directors have 5 years from service commencement to meet the guideline .
Insider Trades (Form 4 references)
| Filing | Issuer | Type/Note | Link |
|---|---|---|---|
| Form 4 (May 20, 2011) | First American Financial Corp (FAF) | Director transaction; details in filing | |
| Form 4 Index (2016) | First American Financial Corp (FAF) | Director transaction; see EDGAR index | |
| Form 4 Index (2017) | First American Financial Corp (FAF) | Director transaction; see EDGAR index | |
| Form 4 (2018 XML) | Reporting Person CIK 0001183487 | EDGAR XML for Form 4 | |
| Nasdaq Insider Page | FAF and Realty Income | Summary view of McKee insider transactions |
For transaction-level share counts and dates, see linked SEC filings; the 2011 filing date is explicitly shown above. Aggregated trackers also list McKee’s insider activity for FAF .
Governance Assessment
- Board effectiveness: McKee’s extensive real estate and legal background is additive for a title insurer; his role chairing Compensation aligns with his experience overseeing complex pay programs and CEO transitions .
- Independence and conflicts: The Board assessed McKee’s affiliations with entities that do business with FAF; amounts are well below materiality thresholds and within categorical independence standards—low conflict risk, but continued monitoring is appropriate .
- Attendance and engagement: Full engagement evidenced by no incumbents falling below 75% attendance and active committee schedule (Compensation met 6× in 2024) .
- Compensation alignment: Director pay uses a balanced cash retainer plus equity RSUs; stock ownership guideline of 5× cash retainer and one-year vesting (with retirement acceleration) supports alignment, though retirement acceleration can weaken post-service holding incentives—an optics consideration rather than a material red flag .
- Shareholder signals: Strong Say-on-Pay support (~96%) suggests investor confidence in pay governance overseen by McKee’s committee; Committee cites pay-for-performance orientation with heavy at-risk pay for executives .
- RED FLAGS and watch items:
- Retirement-accelerated vesting for director RSUs may be viewed as shareholder-unfriendly by some governance frameworks; monitor any future changes to director equity design .
- Affiliated-entity business relationships (albeit immaterial) should be disclosed continuously to avoid perception risk; current disclosures indicate compliance with independence standards .
Overall, McKee presents as an experienced, independent compensation chair with strong sector expertise and adequate ownership alignment, with minor optics considerations around retirement vesting and ordinary-course affiliated relationships, neither of which appear to be material conflicts under FAF’s categorical independence standards .