Steven Adams
First American FinancialAbout Steven Adams
Steven A. Adams is Vice President and Chief Accounting Officer of First American Financial (FAF), age 55, serving as CAO since 2020, with 5 years at the company as of 2024. He previously held chief accounting officer roles at WASH Multifamily Laundry Systems, Tanium, DreamWorks Animation, and DIRECTV, and began his career in PwC’s audit practice . Company performance that drove 2024 pay outcomes: adjusted EPS +15.8% YoY, total revenue >$6.1B, title pretax margin 10.3% (adjusted), commercial revenue +16% to $761M, and 2024 AIP payout at 133% of target; three‑year 2022 PRSU cycle paid at 76% of target on rTSR at the 38th percentile versus S&P MidCap 400 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| WASH Multifamily Laundry Systems LLC | Chief Accounting Officer | — | Senior controllership and reporting leadership prior to FAF |
| Tanium, Inc. | Chief Accounting Officer | — | Enterprise software finance leadership (pre-FAF) |
| DreamWorks Animation SKG, Inc. | Chief Accounting Officer | — | Public company CAO experience |
| DIRECTV | Chief Accounting Officer | — | Large-cap media/pay-TV controllership |
| PwC | Audit practice | — | Foundation in public-company auditing |
External Roles
- None disclosed for Mr. Adams in the proxy .
Fixed Compensation
| Item | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Base salary ($) | 350,000 | 350,000 | 358,462 (paid); $360,000 year-end rate | 2025 base increased to $370,000 in Feb 2025 |
| Target AIP cash bonus ($) | — | — | 152,750 | Increased to $159,250 for 2025 |
| Target AIP Bonus RSUs ($) | — | — | 82,250 | Increased to $85,750 for 2025 |
Notes
- CEO/CFO/CLO have employment agreements; other executives (including Adams) are generally covered by company plans, with base‑salary decisions annually by the Compensation Committee .
Performance Compensation
2024 Annual Incentive Plan (AIP) – Metrics and Payout
| Metric | Weight | Threshold | Target | Maximum | Actual 2024 | Payout |
|---|---|---|---|---|---|---|
| Pretax margin (adjusted) | 50% | 6.0% | 8.5% | 11.3% | 9.2% | 125% |
| Return on equity (adjusted) | 50% | 5.0% | 7.2% | 9.6% | 8.2% | 142% |
| Total payout | 100% | — | — | — | — | 133% |
- AIP payout for Adams: $203,158 cash (133% of $152,750 target) .
- Bonus RSUs for Adams: $109,392 (133% of $82,250 target), vesting over 3 years at 33 1/3% per year; RSU vesting is gated to company net income ≥$25M in grant year (met) .
Long-Term Incentive (LTI) Structure and Grants
- LTI mix: 50% PRSUs (3‑yr rTSR vs S&P MidCap 400; 0–200% payout) and 50% time‑vested RSUs (3‑yr ratable vesting) .
- 2025 LTI granted (for 2024 performance): Adams $87,500 RSUs and $87,500 PRSUs; total $175,000 .
- 2022 PRSU cycle (2022–2024): Company at 38th percentile rTSR; paid at 76% of target; Adams earned 460 PRSUs (incl. dividend equivalents) .
Multi-year Reported Compensation (GAAP grant-date values)
| Year | Salary ($) | Stock awards ($) | Non‑equity incentive ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 358,462 | 237,204 | 203,158 | 10,600 | 809,424 |
| 2023 | 350,000 | 267,313 | 109,980 | 9,850 | 737,143 |
| 2022 | 350,000 | 290,079 | 117,618 | 18,100 | 775,797 |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership | 3,076 shares as of record date; not listed at ≥1% of shares outstanding |
| Stock vested in 2024 | 2,799 shares vested; value realized $166,078 |
| Outstanding unvested RSUs (as of 12/31/2024) | 515 (2/18/2021; $32,157), 1,673 (2/22/2022; $104,462), 1,711 (2/16/2023; $106,835), 2,542 (2/22/2024; $158,722); values at $62.44/share |
| Outstanding PRSUs (unearned) | 460 (2022 PRSUs earned at 76%; $28,722), 2,896 (2023 PRSUs reported at max; $180,826), 1,481 (2024 PRSUs reported at max; $92,474); values at $62.44/share |
| Options | None granted/outstanding under current plans; company does not currently grant stock options |
| Vesting cadence | RSUs/Bonus RSUs vest 33 1/3% annually over 3 years; PRSUs cliff vest after 3 years based on rTSR; Bonus RSUs subject to annual NI ≥$25M gate (met for 2024) |
| Ownership guidelines | CEO 6x salary; other execs ≥$500k salary 3x; execs < $500k salary 1x (applies to Adams); individual compliance not disclosed |
| Hedging/pledging | Prohibited (no margin or pledging; hedging banned); pre‑clearance required by Insider Trading Policy |
Employment Terms
| Scenario (as of 12/31/2024) | Cash severance | Bonus | RSU/PRSU treatment | Benefits continuation | Total indicative |
|---|---|---|---|---|---|
| Involuntary termination without cause (no CIC) | $27,692 (4 weeks under broad plan) | — | RSUs/PRSUs continue per plan; RSUs/LTI RSUs vest one year after termination; PRSUs pro‑rata eligible subject to performance; no immediate acceleration | — | $548,712 (incl. $521,020 equity value illustration) |
| Change‑in‑control (CIC) – no termination | — | — | Equity value illustration $622,901 (CIC treatment assumptions) | — | $622,901 |
| CIC + termination w/o cause or for good reason (double trigger, within 36 months) | 2x salary + 2x target bonus = $1,190,000 | Pro‑rata target bonus $235,000 | RSU/PRSU value illustration $622,901 (plan shows full acceleration if CIC not Board‑approved; otherwise per award/CIC agreement) | 24 months benefits (after‑tax cash equivalent) $126,269 | $2,174,170 |
Key CIC terms
- Double‑trigger payout if terminated within 36 months post‑CIC; lump sum within 10 business days; includes 2x salary, 2x target bonus, pro‑rata current‑year bonus, and 24 months welfare benefits (cash equivalent if needed). Payments are reduced to avoid excise tax if applicable (no gross‑up) .
- Equity acceleration: awards accelerate immediately prior to a change in control that is not approved by the Board; otherwise, treatment follows plan/agreements (PRSUs generally subject to performance; RSUs/PRSUs vest or lapse restrictions per plan) .
Clawback and other policies
- NYSE 303A.14‑compliant recoupment for three fiscal years prior to a restatement; SOX 304 for CEO/CFO; plan‑level forfeiture/recoupment for misconduct causing loss/reputational harm .
- Anti‑hedging/anti‑pledging and structured equity grant timing policy mitigate timing/abuse risk .
Investment Implications
- Pay‑for‑performance alignment: 2024 AIP paid 133% on improved adjusted pretax margin and ROE, while 2022–2024 PRSUs paid at 76% on below‑median rTSR—showing both upside and downside sensitivity to operating and market outcomes .
- Retention and selling pressure: Adams has modest direct ownership (3,076 shares) and a meaningful pipeline of time‑based RSUs and PRSUs with annual vesting dates (Feb 16/Feb 22 vintages), suggesting regular but measured supply at vest; 2,799 shares vested in 2024 .
- Change‑in‑control protection: Double‑trigger severance at 2x salary+bonus plus 24 months benefits is moderate and shareholder‑friendly (cutback to avoid excise tax; no gross‑ups), with equity acceleration only if CIC is not Board‑approved—limiting windfalls .
- Governance/risks: Strong policies (clawback, anti‑hedging/pledging) and high Say‑on‑Pay support (~96%) reduce governance risk; lack of pledging and no options reduce leverage risk, though limited public disclosure on individual ownership guideline compliance leaves some alignment opacity at the individual level .