Parker Kennedy
First American FinancialAbout Parker S. Kennedy
Parker S. Kennedy (age 77) is chairman emeritus, lead independent director, and chair of the Executive Committee at First American Financial (FAF). He has served on FAF’s board since 2010 and is an independent director under NYSE standards; he previously served as FAF’s chairman (2010–2022) and executive chairman (2010–2012) . The board reported six meetings in 2024 with no director below 75% attendance; non-management directors met in four executive sessions, which Mr. Kennedy chairs as lead independent director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| First American Financial Corporation | Chairman; Executive Chairman | Chairman 2010–2022; Executive Chairman 2010–2012 | Long-tenured strategic leadership; deep institutional knowledge |
| The First American Corporation (prior parent) | Chairman & CEO; President | CEO 2003–2010; President 1993–2004 | Industry leadership; operational oversight |
| CoreLogic, Inc. | Director; Executive Chairman | Director 1987–2011; Executive Chairman 2010–2011 | Data/analytics experience; separation from prior parent |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Automobile Club of Southern California | Director | Private | Consumer services network; non-public board role |
Board Governance
- Independence: Board determined Mr. Kennedy is independent; relationships considered include office support for his lead director role and service fees from a trust subsidiary, all within categorical independence standards .
- Committee Assignments: Executive Committee (chair); Compensation Committee (member) .
- Lead Independent Director: Chairs executive sessions and advises on agendas, meeting cadence, consultant retention, governance oversight, and compensation oversight .
- Attendance: Board met six times in 2024; no incumbent director <75% attendance; executive sessions of non-management directors (4) and independent directors (1) were held .
- Retirement Policy: Governance guidelines say no person is eligible for election if age 77 or older on January 1 of the election year; the proxy notes no waivers granted. Mr. Kennedy is listed as age 77; investors should monitor how the guideline is applied in practice .
Fixed Compensation
| Component | 2024 | 2025 (adjusted in Jan) | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee director) | $95,000 | $110,000 | Prorated for partial-year service |
| Lead Independent Director additional retainer | $25,000 | $25,000 (unchanged) | Applies to Mr. Kennedy |
| Audit Chair / Member | $25,000 / $15,000 | $25,000 / $15,000 | — |
| Compensation Chair / Member | $15,000 / $10,000 | $15,000 / $10,000 | Mr. Kennedy is a member |
| Governance Chair / Member | $10,000 / $10,000 | $10,000 / $10,000 | — |
| Subsidiary board fee (First American Trust, FSB) | $15,000 | — | Paid to Mr. Kennedy for trust board service |
| Office/equipment/admin support (lead director perquisite) | Provided (no cash value disclosed) | Provided (no cash value disclosed) | Company-provided space/devices/equipment/admin |
| Parker S. Kennedy – 2024 Actual Director Compensation | Amount |
|---|---|
| Fees earned or paid in cash | $130,000 |
| Stock awards (grant-date fair value) | $150,000 |
| All other compensation (subsidiary board fee) | $15,000 |
| Total | $295,000 |
Performance Compensation
| Equity Element | 2024 | 2025 (program change) | Vesting / Conditions |
|---|---|---|---|
| Annual director RSUs (grant-date fair value) | $150,000 (granted 2/22/2024 to non-employee directors serving then) | $160,000 (board increased annual RSU value in Jan 2025) | Director RSUs vest over one year, subject to continued service; all outstanding awards vest upon retirement; prorated for partial-year service |
| Unvested RSUs held by Mr. Kennedy at 12/31/2024 | 2,694 units | — | As disclosed for year-end |
Performance metrics: Director equity is time-based (no explicit financial/ESG performance metrics). Plan-level governance limits cap aggregate non-employee director compensation at $500,000 per calendar year (cash + equity) .
Other Directorships & Interlocks
| Company | Role | Period | Interlock/Notes |
|---|---|---|---|
| CoreLogic, Inc. | Director; Executive Chairman | 1987–2011; 2010–2011 | Prior public board; historical parent separation experience |
| Automobile Club of Southern California | Director | Current | Private board; not a public-company interlock |
| First American Trust, FSB (subsidiary) | Director | Current | Subsidiary board fee ($15,000 in 2024) |
Expertise & Qualifications
- Over 40 years of leadership in title, settlement, and data businesses; “unparalleled” executive experience in the industry and deep understanding of FAF’s history and culture .
- Board leadership experience across FAF and CoreLogic; executive-level perspective on operations and strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Parker S. Kennedy | 2,655,788 | 2.6% | Significant alignment via ownership |
| Kennedy Enterprises, L.P. (beneficially held) | 2,165,546 (included above) | — | Mr. Kennedy is sole general partner with voting power; cannot cause sale/exchange/hypothecation without limited partners’ written consent; disclaims beneficial ownership except for his and his wife’s capital accounts |
| Shared or deemed shared voting/investment power | 301,140 | — | Mr. Kennedy disclaims beneficial ownership of such shares |
| Unvested RSUs | 2,694 | — | Year-end 2024 RSUs |
- Director Stock Ownership Guidelines: Non-employee directors are expected to own at least 5x the cash annual retainer; RSUs count toward compliance. Mr. Kennedy’s holdings materially exceed guideline levels .
Governance Assessment
- Alignment: Strong “skin in the game” (2.6% ownership) supports investor alignment but also concentrates influence; investors should weigh benefits and potential entrenchment risk .
- Independence & Roles: Independent under NYSE standards; lead independent director and Executive Committee chair; governance concentration mitigated by independent committee composition and board practices (majority independent, executive sessions, majority voting in uncontested elections) .
- Attendance & Engagement: Board attendance robust (no director <75%); lead director chaired four executive sessions in 2024, indicating active oversight .
- Compensation Structure: Director pay is modest relative to plan caps; mix of cash plus one-year RSUs; 2025 increases bring cash retainer to $110k and RSU grant to $160k, consistent with market benchmarking and capped by the $500k annual limit .
- Perquisites & Related Parties (monitoring items):
- Company-provided office/equipment/admin support due to lead director role; modest but notable perquisite .
- Subsidiary board fee ($15k) is routine but adds related compensation link .
- Family employment: Mr. Kennedy’s son is a division managing director at a subsidiary with 2024 compensation (base $225,000; cash bonus $244,700 paid in 2025; RSUs granted in 2025 valued at $131,700). Policy requires review/approval for related-party transactions >$120k; this employment compensation is disclosed and within policy framework .
- Retirement Policy Watch: Governance guidelines set a hard eligibility limit at age 77 on January 1 of the election year, with no waivers noted. Mr. Kennedy’s disclosed age is 77; investors should monitor adherence and board communication around policy application .
- Policies: Insider Trading Policy covers directors; company highlights prohibitions on hedging and, for executives, pledging/margin accounts; overall strong governance policies and clawbacks are in place .
RED FLAGS: Family member employment (requires ongoing monitoring though disclosed and policy-governed) ; perquisites (office/admin support) ; concentration of roles (lead director plus Executive Committee chair) warrants vigilance on board independence and balance . Retirement policy threshold should be clearly addressed to maintain investor confidence .