John A. McKinley
EQUIFAXAbout John A. McKinley
Independent director since 2008 (age 67), McKinley chairs Equifax’s Technology Committee and serves on the Audit Committee. He is founder of Great Falls Ventures (since April 2007) and previously served as CTO of News Corporation (2010–2012), President/CTO at AOL (2003–2006), CTO and Head of Global Technology & Services at Merrill Lynch (1998–2003), CIO at GE Capital (1995–1998), and Partner in EY’s Financial Services Technology Practice (1982–1995). He holds an undergraduate degree in economics from the Wharton School (University of Pennsylvania) and brings deep technology, AI/ML, cybersecurity, and finance expertise to Equifax’s board oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Great Falls Ventures | Founder | Apr 2007–present | Venture investing/advisory in technology and AI-centric firms |
| News Corporation | Chief Technology Officer | Jul 2010–Sep 2012 | Led global technology operations at a major media company |
| AOL | President, AOL Technologies; CTO; President, AOL Digital Services | 2003–2006 | Full P&L for Digital Services; enterprise tech leadership |
| Merrill Lynch & Co., Inc. | Executive President; Head of Global Technology & Services; Chief Technology Officer | 1998–2003 | Delivered the first robo-advisor for Merrill in 2002; large-scale financial tech |
| GE Capital | Chief Information and Technology Officer | 1995–1998 | Led enterprise IT for a major financial services business |
| Ernst & Young International | Partner, Financial Services Technology Practice | 1982–1995 | Established U.S. computer security practice; IT control reviews |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| MessageLabs (acquired by Symantec) | Board member | Prior | Cloud-based security; contributed to cybersecurity expertise |
| Proxicom | Audit Committee member | Prior | Public company experience pre-Equifax board |
| AI-centric firms | Advisor | Current | Advisory roles in investment/security sectors |
| Current public company boards | None disclosed | N/A | McKinley’s bio does not list “Other Public Directorships,” unlike peers (e.g., McGregor lists Applied Materials) |
Board Governance
- Committee assignments: Technology Committee Chair; Audit Committee member. Audit Committee held 9 meetings in 2024; Technology Committee held 8; board held 4 meetings with 4 joint Audit–Technology sessions (cyber oversight) .
- Independence: Board determined all nominees except the CEO are independent; Equifax separates Chair/CEO roles; limits outside board service (3 other public boards for outside directors) .
- Attendance: All nominees attended ≥75% of aggregate board and committee meetings in 2024; all directors then serving attended the 2024 annual meeting .
- Cybersecurity oversight: As Tech Chair, McKinley oversees tech strategy, security, disaster recovery/business continuity; receives direct reports from CISO/CTO/internal audit and engages outside advisors to review the program .
Fixed Compensation (Director)
| Component | Amount ($) | Detail |
|---|---|---|
| Annual cash retainer (2024) | 90,000 | Base director retainer |
| Technology Committee Chair retainer | 30,000 | Chair premium |
| Audit Committee member retainer | 15,000 | Member fee |
| Cash fees earned (2024) | 135,000 | Reported for McKinley |
| Independent Chair retainer (context) | 150,000 | For Chair role (Feidler); structural context |
| 2025 increases (context) | Cash retainer to 100,000 | Effective Jan 1, 2025 |
- 2024 total director compensation (McKinley): Fees $135,000; Stock awards $200,030; All other $5,359; Total $340,389 .
Performance Compensation (Director)
| Award Type | Grant Date | RSUs (#) | Grant Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU (2024) | May 2, 2024 | 891 | 200,030 | 1 year | For each independent director then serving; accrues dividend equivalents |
| Initial RSU (new directors) | May 2, 2024 | 891 (Larson) | 200,030 | 3 years | Applies to new directors; accelerated vesting on death/disability/retirement/change-in-control |
| 2025 RSU grant value (context) | N/A | N/A | 220,000 | N/A | Annual grant value increased effective Jan 1, 2025 |
- Director equity is time-vested (no performance metrics); designed to align director interests via ownership and dividend equivalents .
Other Directorships & Interlocks
| Area | Observation |
|---|---|
| Shared directorships with customers/suppliers | None disclosed; Board independence affirmed and related party transactions screened |
| Related-party transactions threshold | Policy requires Audit Committee review >$120,000; none in 2024 involving directors/executives/5% holders except standard compensation |
Expertise & Qualifications
- Technology/AI/ML: Managed complex global tech operations; delivered first Merrill robo-advisor (2002); active AI advisor roles .
- Cybersecurity: Experience includes MessageLabs board; helped establish EY’s U.S. computer security practice; has contributed to raising Equifax security maturity .
- Finance/Accounting: EY partner; IT controls; P&L ownership at AOL; Wharton economics degree .
Equity Ownership
| Metric (as of Mar 7, 2025 unless noted) | Quantity | Notes |
|---|---|---|
| Shares owned | 14,940 | Sole voting/investment power unless noted; none pledged/hedged |
| Exercisable stock options | 0 | Within 60 days |
| Deferred share equivalent units | 23,321 | Tracks EFX stock; payable in shares; dividend equivalents since 2020 |
| % of shares outstanding | * | Less than 1% |
| Unvested RSUs (context) | 894 | Company-wide table indicates unvested RSUs at FY-end include 894 for McKinley |
| Hedging/pledging | Prohibited | Insider trading policy forbids hedging/pledging for directors; none pledged/hedged |
Governance Assessment
- Strengths: Independent director; chairs Technology Committee with direct cyber oversight; strong attendance; robust director ownership guidelines (5x cash retainer) and anti-hedging/pledging policy; no related-party transactions in 2024 involving directors; shareholder engagement substantial (contacted 78%/engaged 65% of shares; directors met investors representing 50%)—supportive of board accountability .
- Compensation alignment: Director pay balanced between cash ($135k in 2024) and equity ($200k RSUs); ownership requirement reinforces alignment; increases to cash ($100k) and equity ($220k) in 2025 should be monitored for pay inflation but remain standard among peers .
- Risk/Controls: Audit–Technology joint oversight of cybersecurity; enterprise risk framework; clawback policies cover misconduct causing financial/reputational harm; insider trading policy and mandatory 10b5-1 for senior executives (context signals of governance rigor) .
- RED FLAGS: None disclosed for McKinley—no related-party transactions, no hedging/pledging, no delinquent Section 16 filings noted for him (one late filing was for another executive) .
Overall signal: McKinley’s technology/cyber pedigree and chair role on Technology Committee support investor confidence in Equifax’s security and AI governance, with independent status, solid attendance, and aligned ownership and compensation structure. Continued monitoring of director fee/grant increases and AI governance disclosures is prudent. **[33185_0001104659-25-029348_tm2423995d11_def14a.htm:35]** **[33185_0001104659-25-029348_tm2423995d11_def14a.htm:45]** **[33185_0001104659-25-029348_tm2423995d11_def14a.htm:22]** **[33185_0001104659-25-029348_tm2423995d11_def14a.htm:133]**