G. Thomas Hough
EQUIFAXAbout G. Thomas Hough
Independent director of Equifax (EFX), age 70, serving since 2016. Former Americas Vice Chair of Ernst & Young LLP (EY) and certified public accountant with 36+ years in audit, assurance, and senior leadership roles. Current Audit Committee Chair and Compensation Committee member, known for deep accounting, risk, and governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP (EY) | Americas Vice Chair | Until retirement Sept 2014 | Led 1,550 partners and 17,150 professionals across the Americas; executive board member guiding global strategy . |
| EY | Vice Chair, Assurance Services (Americas) | 2009–2014 | Oversaw audit/assurance across Americas; extensive issuer audit committee engagement . |
| EY | Southeast Area Managing Partner | 2000–2009 | Senior leadership across diverse industries . |
| EY | Vice Chair, Human Resources | 1996–2000 | Enterprise HR leadership . |
External Roles
| Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| Federated Hermes Fund Family | Chairman; previously Audit Committee Chair | Current | Deep fund governance and risk oversight experience . |
| Haverty Furniture Companies, Inc. | Lead Director; Audit Committee Member | Current | Public company board with audit oversight . |
| Publix Super Markets, Inc. | Audit Committee Chair | Prior | Governance and risk management leadership . |
Board Governance
- Independence: Board determined all director nominees other than CEO are independent (includes Hough) .
- Attendance: All director nominees attended at least 75% of Board/committee meetings in 2024; all directors attended the 2024 Annual Meeting .
- Meetings: Full Board held 4 meetings; standing committees held 29 in total (including joint sessions) in 2024 .
| Committee | Role | Meetings Held (2024) | Key Oversight |
|---|---|---|---|
| Audit | Chair (Hough) | 9 | Financial reporting integrity; IT and financial controls; internal audit; regulatory compliance; cybersecurity oversight with Technology Committee; meets separately with internal/external auditors . |
| Compensation | Member (Hough) | 6 | Executive pay plans; CEO pay decisions; succession; risk assessment; shareholder feedback integration . |
Additional governance signals:
- Limits on outside boards: Policy limits outside directors to three other public company boards; all directors comply .
- Shareholder rights: Board proposed eliminating supermajority voting requirements (Proposal 4) .
- AI governance and cybersecurity oversight embedded in Board processes and joint committee reviews .
Fixed Compensation (Director Pay – 2024)
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $90,000 | Standard non-management director retainer . |
| Audit Committee Chair fee | $30,000 | Additional chair retainer . |
| Compensation Committee member fee | $12,500 | Additional member retainer . |
| Cash fees subtotal (computed) | $132,500 | Matches reported cash fees . |
| Annual RSU grant | $200,030 | 891 RSUs granted May 2, 2024; one-year vest; dividend equivalents accrue . |
| All other compensation | $10,359 | Matching gifts and product memberships (matching gifts up to $20,000 per year; Hough $10,000) . |
| Total 2024 compensation | $342,889 | Sum of components above . |
Updates effective Jan 1, 2025:
- Annual cash retainer increased to $100,000 .
- Annual director RSU grant increased to $220,000 .
Performance Compensation
- Equifax does not use performance-based equity for directors; annual director RSUs are time-based (one-year vest); no options disclosed for directors .
Other Directorships & Interlocks
- Compensation Committee Interlocks: Hough (member) had no interlocking relationships requiring disclosure; none of EFX executive officers served on a board whose executives sat on EFX’s Compensation Committee in 2024 .
- Related-party transactions: No transactions >$120,000 involving directors/executives/5% holders in 2024, apart from standard compensation .
Expertise & Qualifications
- Accounting & Finance: 36+ years at EY; CPA; extensive audit/reporting governance .
- Risk Management: Audit leadership across multiple boards; enterprise risk expertise; co-leads joint Audit/Technology risk oversight practices .
- Executive Leadership & Operations: Led large professional services operations; strategic direction through EY executive bodies .
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned (direct/indirect) | 5,330 . |
| Deferred share equivalent units | 7,980 . |
| Percent of common stock outstanding | <1% . |
| Hedging/Pledging | Prohibited by policy; none of these shares were pledged or hedged . |
| Ownership guideline | Must hold ≥5x annual cash retainer; new directors have 5 years; compliance status not specifically disclosed per director . |
Deferred compensation: Directors may defer up to 100% of cash and/or stock retainer into deferred stock; dividends credited as deferred units; paid in EFX shares upon distribution (lump sum or up to 10 annual installments after Board service) .
Governance Assessment
-
Positives
- Strong independence and attendance; leads Audit Committee with robust remit across financial controls, compliance, and cybersecurity oversight .
- Deep audit and risk background aligns with EFX’s data/security profile and joint Audit–Technology cybersecurity oversight framework .
- Transparent director pay structure with modest cash, equity alignment via RSUs; anti-hedging/pledging; rigorous ownership guidelines .
- No related-party transactions or compensation interlocks; shareholder-friendly governance (move to eliminate supermajority) .
- Compensation Committee report signed by Hough; 2024 say‑on‑pay support ~91% indicates investor confidence in pay governance .
-
Watch items
- Director ownership guideline compliance is not individually disclosed; beneficial ownership is modest in share count terms (though deferred units increase alignment) .
- As Audit Chair, continued vigilance on cybersecurity and data accuracy oversight remains critical given EFX’s operating profile; joint committee cadence (9 Audit meetings; multiple joint sessions) mitigates risk .
Overall, Hough’s audit and risk credentials, committee leadership, and clean conflict profile support Board effectiveness and investor confidence in governance at Equifax .