Audrey Boone Tillman
EQUIFAXAbout Audrey Boone Tillman
Audrey Boone Tillman (age 60) is an independent director of Equifax Inc. (EFX) since 2021, serving on the Governance and Technology Committees. She is Senior Executive Vice President and General Counsel of Aflac Incorporated, a role she has held since 2014; she joined Aflac in 1996 and previously served as SVP of Human Resources, with earlier roles as an associate at Smith, Helms, Mulliss and Moore and associate professor at North Carolina Central University School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aflac Incorporated | Senior EVP & General Counsel | 2014–present | Leads global legal, compliance, corporate secretary; oversight includes Aflac Japan |
| Aflac Incorporated | Various leadership roles incl. SVP Human Resources | 1996–2014 | Legal/compliance and HR leadership |
| Smith, Helms, Mulliss and Moore | Associate (Attorney) | Not disclosed | Litigation/corporate legal experience |
| North Carolina Central Univ. School of Law | Associate Professor | Not disclosed | Legal education; governance perspective |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Aflac Incorporated | Senior EVP & General Counsel | No | Operating executive; not disclosed as director |
| Other public company boards | — | None disclosed | No other public company directorships reported in biography |
Board Governance
- Committee memberships: Governance Committee (member) and Technology Committee (member); not a chair. Current chairs: Governance – Mark L. Feidler; Technology – John A. McKinley; Audit – G. Thomas Hough; Compensation – Robert D. Marcus .
- Independence: Board determined all nominees other than the CEO are independent under NYSE and SEC rules; Tillman is listed as independent .
- Attendance: All director nominees attended at least 75% of aggregate Board and relevant committee meetings in 2024; all directors then serving attended the 2024 Annual Meeting .
- Engagement and oversight: In 2024 the full Board met 4 times; standing committees held 29 meetings (including joint Audit–Technology sessions on cybersecurity), reinforcing strong oversight of risk and technology .
- Limits on outside board service: Outside directors are limited to three other public boards; insider trading policy prohibits hedging and pledging of company stock .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash director fees | $115,000 | Comprises $90,000 annual base retainer + Governance Committee member $10,000 + Technology Committee member $15,000 |
| RSU grant (annual) | $200,030 | Annual director RSU grant awarded May 2, 2024 (891 RSUs); vests in 1 year; accrues dividend equivalents |
| Other compensation | $7,859 | Matching gifts/credit monitoring benefits |
| Total | $322,889 | Majority equity-based, aligning interests |
- Policy schedule (indicative of future pay): Annual cash retainer increased to $100,000 effective January 1, 2025; annual director RSU grant increased to $220,000 effective January 1, 2025 .
Performance Compensation
| Metric Type | Applies to Directors? | Detail |
|---|---|---|
| Performance-based equity (PSUs/options) | No | EFX directors receive RSUs (time-based), not performance shares or options; RSUs vest after one year; initial one-time new director RSU grant vests after three years . |
Directors’ compensation at EFX is retainer + RSUs; no performance metrics (e.g., TSR/EPS) apply to director equity awards .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Tillman in the proxy biography |
| Potential interlocks/conflicts | Related person transactions policy requires Audit Committee review; the company reports no related-person transactions in 2024 involving directors/executives ≥$120,000 |
Expertise & Qualifications
- Legal and regulatory: More than a decade as GC of Aflac; oversight of legal/compliance in U.S. and Japan .
- Risk management: Enterprise risk and governance oversight from GC role; benefits EFX’s ERM oversight .
- Corporate governance: Deep governance experience; contributes directly on EFX Governance Committee .
- Technology/cyber oversight: Member of Technology Committee overseeing technology strategy and cybersecurity risk in coordination with Audit .
Equity Ownership
| Item | Quantity | % of Outstanding | Notes |
|---|---|---|---|
| Shares owned (direct) | 0 | * | As of March 7, 2025 |
| Exercisable stock options | 0 | — | Directors typically do not receive options |
| Deferred share equivalent units | 3,678 | * | Director deferrals credited as share units; accrue dividend equivalents |
| Hedging/pledging | Prohibited | — | Insider trading policy bans hedging/pledging |
| Ownership guideline | 5× annual cash retainer | — | New directors have five years to comply |
Governance Assessment
- Strengths: Independent status with active roles on Governance and Technology (key for oversight of governance and cybersecurity); strong board processes (joint Audit–Technology cybersecurity oversight; annual self-evaluations); majority of director pay in equity promotes alignment; robust ownership guideline and anti-hedging/pledging policy support investor alignment .
- Attendance and engagement: Board/committee meeting frequency and 75%+ attendance standard met; shareholder engagement program directed by Governance Committee indicates responsiveness to investor concerns .
- Conflicts/related-party risk: No related-person transactions disclosed for 2024; outside board service limits reduce interlock risks; audit-governance processes in place for any potential conflicts .
- Monitoring point: As of March 7, 2025, Tillman held 3,678 deferred share equivalent units and no directly owned shares; ownership guideline requires 5× retainer over a five-year window—disclosure does not state individual compliance status; investors may wish to monitor accumulation toward guideline .
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