Reginald Gilyard
First American FinancialAbout Reginald H. Gilyard
Reginald H. Gilyard (age 61) has served on First American Financial Corporation’s board since 2017 and is an independent director. He is currently a senior advisor at The Boston Consulting Group (since 2012); previously served as dean of the Argyros School of Business and Economics at Chapman University (2012–2017); held partner/managing director roles at BCG (1996–2012); and began his career in the United States Air Force. He also serves on the boards of CBRE Group, Inc., Realty Income Corporation, and Orion Properties Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Boston Consulting Group | Senior Advisor | 2012–present | Strategic advisory, large-scale business efficiency |
| The Boston Consulting Group | Partner & Managing Director | 1996–2012 | Led client engagements; cross-industry customer focus |
| Chapman University (Argyros School) | Dean | 2012–2017 | Academic leadership and organizational management |
| United States Air Force | Officer | Early career | Military discipline; operational leadership |
External Roles
| Company | Role | Industry | Notes |
|---|---|---|---|
| CBRE Group, Inc. (NYSE: CBRE) | Director | Commercial real estate services & investment | Current directorship |
| Realty Income Corporation (NYSE: O) | Director | Net-lease REIT | Interlock: FAF director Michael D. McKee is Chairman of Realty Income |
| Orion Properties Inc. (NYSE: ONL) | Director | Net-lease REIT (suburban-focused) | Current directorship |
Board Governance
- Committee assignments: Nominating and Corporate Governance Committee member; not a chair .
- Independence: Board determined Gilyard is independent under NYSE standards; it noted he is affiliated with entities that do or represent clients that do business with FAF in the ordinary course, with amounts significantly less than 2% of the entity’s consolidated gross revenues; determination remained that he is independent per categorical standards .
- Board activity and attendance: The Board met six times in 2024; the Audit, Compensation, Governance, and Executive Committees met 6, 6, 3, and 1 times, respectively; no incumbent director attended less than 75% of aggregate Board and committee meetings in 2024 .
- Lead Independent Director and structure: FAF separates Chair and CEO; Parker S. Kennedy serves as Lead Independent Director, facilitating executive sessions and governance oversight .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $95,000 | Standard for non-employee directors in 2024 |
| Governance Committee membership fee | $10,000 | Member retainer (Governance) |
| Total Fees Earned (Cash) | $105,000 | Matches retainer + committee fee |
- 2025 changes (effective January 2025): annual cash retainer increased to $110,000; annual director RSU grant fair value increased to $160,000; Chairman additional retainer increased to $175,000 .
Performance Compensation
| Award | Grant Date | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Director RSUs | Feb 22, 2024 | $150,000 | Time-based; one-year vesting; accelerates upon retirement | None (service-based only) |
Director RSUs vest over one year (subject to continued service). All outstanding director awards vest upon retirement irrespective of length of service prior to retirement. For 2025, the Board raised the annual director RSU grant value to $160,000 .
Other Directorships & Interlocks
| External Entity | Relationship to FAF | Interlock/Conflict Consideration |
|---|---|---|
| Realty Income (NYSE: O) | Gilyard is director; FAF director Michael D. McKee is Chairman | Board interlock; potential for information flow across boards. No specific related-party transaction disclosed for Gilyard; Board maintained independence |
| CBRE Group (NYSE: CBRE); Orion Properties (NYSE: ONL) | Gilyard is director | Board noted his affiliations with entities that do business or represent clients that do business with FAF from time to time; amounts significantly <2% of those entities’ revenues; independence maintained |
Expertise & Qualifications
- Deep expertise in large-scale business operations and customer-centric strategies from senior roles at BCG; academic leadership experience as a dean; and early-career military service contributing to disciplined operational oversight .
- Board’s evaluation highlights his “in-depth understanding of the complexities of large businesses and keen grasp of customer needs,” bringing perspective on operational efficiency and customer service improvements .
Equity Ownership
| Item | Amount |
|---|---|
| Common shares beneficially owned (as of record date) | 19,582 |
| Unvested director RSUs outstanding (12/31/2024) | 2,694 |
| Ownership % of shares outstanding | Not reported (below 1%) |
| Options exercisable within 60 days | None (for included directors, no rights to acquire within 60 days) |
| Director ownership guidelines | 5× annual cash retainer; 5 years to comply; RSUs count toward guideline |
| Insider trading policy | Pre-clearance required; prohibits trading on material nonpublic information; applies to directors |
Governance Assessment
- Independence and conflicts: The Board affirmatively determined Gilyard’s independence, noting ordinary-course business affiliations with entities (e.g., where he serves or advises) at levels significantly under 2% of those entities’ revenues; consistent with categorical independence standards .
- Committee engagement: As an active member of the Governance Committee, he participates in oversight of director nominations, governance principles, succession planning, and sustainability matters; the committee met three times in 2024 .
- Compensation alignment: Director pay structure blends modest cash retainers with time-based RSUs; RSUs vest in one year and accelerate upon retirement—this supports alignment but lacks performance conditions typical of executive awards; director compensation is capped at $500,000 annually under the incentive plan, reinforcing pay discipline .
- Attendance and effectiveness: No attendance concerns in 2024; Board and committee cadence suggests active oversight; separation of Chair/CEO and presence of a Lead Independent Director further strengthen governance .
RED FLAGS and Watch Items
- Board interlock: Both Gilyard (director) and McKee (Chairman) serve on Realty Income’s board—monitor any transactions or strategic overlaps for potential conflicts or undue influence, though no specific related-party transactions are disclosed regarding Gilyard and the Board maintains independence .
- Retirement acceleration of director RSUs: All outstanding director awards vest upon retirement irrespective of service length; while common in some policies, accelerated vesting without performance conditions can be seen as less shareholder-friendly compared to strictly pro-rata vesting .
- Ordinary-course business affiliations: The Board disclosed Gilyard’s affiliations with entities doing business with FAF; amounts are small (<2% of those entities’ revenues), but continued monitoring is appropriate for conflict management .
Overall, Gilyard adds seasoned operating insight and governance experience with an independent profile and active committee participation; compensation and ownership structures are conventional for directors, with modest RSUs and clear ownership guidelines to encourage alignment. Governance mechanisms (committee structure, independence determinations, plan limits) mitigate conflict risk disclosed in the independence review .