Scott A. McGregor
EQUIFAXAbout Scott A. McGregor
Independent director at Equifax since 2017; age 68. Former President/CEO of Broadcom and President/CEO of Philips Semiconductors, with deep cybersecurity, cloud, AI/data analytics, and semiconductor leadership. Education: B.A. Psychology and M.S. Computer Science & Computer Engineering, Stanford University. Current public company board: Applied Materials, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Broadcom Corporation | President, CEO, Director | 2005–2016 | Led networking/wireless semiconductor platform foundational to global cybersecurity hardware |
| Royal Philips Electronics (Philips Semiconductors) | President & CEO (division); Head of Emerging Business | 2001–2005; from 1998 | Led semiconductor businesses; innovation leadership |
| Ingram Micro, Inc. | Director | 2010–2016 | IT distribution oversight |
| Xactly Corporation | Director | 2016–2017 | AI-powered intelligent revenue solutions governance |
| Microsoft; Xerox PARC; Digital Equipment; Santa Cruz Operation | Senior management, architect/dev lead for Windows 1.0 | Various | Early personal computing and systems leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Applied Materials, Inc. | Director; Chairs Technology Committee | Current | AI/data analytics central; tech committee leadership |
| Alorica Inc. | Prior Director | Prior | Data-driven CX at scale |
| Luminar Technologies | Prior Director | Prior | Lidar/AV sensing oversight |
Board Governance
- Independence: Equifax Board determined all director nominees except the CEO are independent; McGregor is independent.
- Committee assignments: Member—Audit; Member—Technology (Technology Chair: John A. McKinley; Audit Chair: G. Thomas Hough).
- Attendance: All director nominees attended ≥75% of Board/committee meetings in 2024; all then-serving directors attended the 2024 annual meeting. In 2024 the full Board held 4 meetings; committees held 29, including 4 joint Audit/Technology sessions.
- Risk oversight relevance: Audit and Technology Committees jointly oversee cybersecurity risk via quarterly joint meetings with CISO/CTO, Privacy/Compliance, and Internal Audit.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned (Cash) | 120,000 | Comprised of $90,000 annual cash retainer plus committee member retainers: Audit $15,000 and Technology $15,000 |
| Stock Awards (RSUs) | 200,030 | Annual grant on May 2, 2024; 891 RSUs to each independent director; vest after 1 year; dividend equivalents accrue |
| All Other Compensation | 20,359 | Includes matching charitable contributions (up to $20,000), credit monitoring membership value |
| Total | 340,389 | 2024 director compensation total |
Supplemental fee schedule reference (for structure):
- Annual cash retainer: $90,000 (increased to $100,000 effective Jan 1, 2025). Committee member retainers: Audit $15,000; Compensation $12,500; Governance $10,000; Technology $15,000. Committee chair retainers: Audit $30,000; Compensation $25,000; Governance $20,000; Technology $30,000. Independent Chairman retainer: $150,000.
Performance Compensation
| Grant Type | Grant Date | Units | Grant Date Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual Director RSUs | May 2, 2024 | 891 | 200,030 | 1-year cliff (director annual grant program) | None (time-based; dividend equivalents accrue) |
- Director equity awards are time-based RSUs without financial/TSR performance conditions; not part of pay-for-performance metrics used for executives.
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| Applied Materials, Inc. | Semiconductors/materials engineering | Director; Tech Committee Chair | No Equifax related-person transactions reported for 2024; Equifax prohibits director hedging/pledging; no disclosed supplier/customer conflicts in proxy. |
| Prior: Ingram Micro; Xactly; Alorica; Luminar | IT distribution; SaaS; CX; automotive lidar | Director roles (prior) | Prior affiliations; no Equifax related-person transactions in 2024. |
Expertise & Qualifications
- Cybersecurity leadership (networking semiconductor platform oversight at Broadcom; committee oversight at Equifax).
- Technology, AI/data analytics (chairing tech committee at Applied Materials; decades of AI focus and innovation leadership).
- Cloud transformation and enterprise technology strategy experience relevant to Equifax Cloud and EFX.AI oversight.
- Education: Stanford B.A. (Psychology), M.S. (Computer Science & Computer Engineering).
Equity Ownership
| Item | Value |
|---|---|
| Shares owned | 8,340 |
| Unvested RSUs (excluded from ownership table) | 894 (director annual grant context; unvested RSUs listed per director exclusions) |
| Options | None (0 exercisable/none listed) |
| Ownership as % of shares outstanding | ~0.0067% (8,340 / 124,798,692) |
| Hedging/Pledging | Prohibited by policy; none pledged/hedged in ownership table |
| Director Stock Ownership Guideline | Required ≥5× annual cash retainer; new directors have 5 years to comply |
| Guideline Compliance (indicative) | 8,340 shares × $254.85 Dec 31, 2024 ≈ $2.13M, exceeding 5× $90,000 = $450,000 |
Governance Assessment
- Board effectiveness: McGregor’s dual Audit/Technology committee roles align with Equifax’s joint cybersecurity oversight model; attendance and independence support investor confidence.
- Compensation/Alignment: 2024 director comp is balanced (cash + time-based RSUs); no performance equity or meeting fees; policy increases for 2025 modernize compensation without creating misaligned incentives.
- Ownership alignment: Material personal shareholding, no hedging/pledging; strong stock ownership guideline framework for directors.
- Conflicts/Related party: Proxy reports no related person transactions in 2024; Governance Committee reviews independence; political contributions prohibited.
- Shareholder sentiment: Say-on-pay approved at ~91% in 2024; extensive engagement (investors representing ~65% of shares met); Board responsive (e.g., supermajority removal proposal).