Last week, First American Financial Corporation announced the exit of CEO Kenneth DeGiorgio and a major leadership restructuring. After being arrested in San Juan, Puerto Rico, the now former chief executive faces charges over the alleged assault at the end of March of a fellow cruise ship passenger.
The leadership restructuring at the title, settlement, and risk solutions for real estate transactions company included the promotions of Chief Financial Officer Mark E. Seaton to CEO and Treasurer Matt F. Wajner to CFO, as well as the appointment of Chairman of the Board Dennis J. Gilmore to executive chairman.
In a Wednesday, April 16 filing with the U.S. Securities and Exchange Commission, the company noted DeGiorgio was terminated “without cause” and is thereby eligible for a payout of $18,571,852, which includes $7.24 million in severance pay, about $9.14 million in accelerated vesting of restricted stock, and about $2.2 million in supplemental executive retirement plan funds.
In the SEC filing, First American explained that the new leadership appointments actually took place Thursday, April 10, which is exactly one week after the San Juan, Puerto Rico office of the Federal Bureau of Investigation issued a release detailing Mr. DeGiorgio’s arrest, including the specific laws under which he’d been charged.
The company also stated that Gilmore’s appointment as executive chairman was “to assist with the transition” of the new executive team. First American pointed out that DeGiorgio had a 26-year tenure with the company.
High performer
There was also some high praise for the executive team, which included DeGiorgio. “The Compensation Committee believes that the Company's management team performed at a high level in 2024,” the filing states, pointing to unaffordability in the U.S. housing market and mortgage rates that held down refinances, to say the least.
“The Committee believes the strength of the Company's performance in 2024 in the face of generally challenging conditions in the real estate industry, which included a prolonged lack of affordability in the housing market and high mortgage rates that kept refinance volumes at trough levels, demonstrates management's effectiveness,” according to the company.
DeGiorgio originally entered into an employment agreement with First American in 2008 and had a 26-year tenure with the company.
The company also specified that DeGiorgio had been paid at a higher rate of performance-based pay than the rest of the executive team at 91%, versus, for example, 85% performance-based pay for former CFO Seaton and 61% for former Treasurer Wajner.
As of Dec. 31, 2024, DeGiorgio’s base salary was $925,000, compared to former CFO Seaton’s base salary of $700,000 and former Treasurer Wajner’s $350,000 at that time. In February 2025, DeGiorgio’s base salary was increased to $1,000,000, Seaton’s to $725,000, and Wajner’s to $370,000.
In addition, as part of a review in early 2024, DeGiorgio received a cash bonus of $1.85 million. In February 2025, First American increased DeGiorgio’s target cash bonus to $2 million. In 2024, DeGiorgio also received an actual bonus restricted stock unit amount of $2,460,500.
Award increases for DeGiorgio “reflected his commendable leadership throughout the year, enabling the Company to deliver strong results despite generally challenging market conditions, and successes in strategic initiatives that drove long-term value creation for our stockholders,” the company states in the SEC filing.
DeGiorgio originally entered into an employment agreement with First American in 2008. With stock awards, incentive program pay, base salary, etc., included — so, all told — the company’s former CEO received compensation of $7,784,940 last year.
