Tobi Young
Director at HAL
Board
About Tobi M. Edwards Young
Independent director of Halliburton since 2022; age 49. Senior Vice President of Legal and Chief Corporate Affairs Officer at Cognizant Technology Solutions (Fortune 200 IT services). Former law clerk to U.S. Supreme Court Justice Neil M. Gorsuch (2018–2019), General Counsel and Board Secretary of the George W. Bush Foundation/Office of the Former President, Associate White House Counsel and Special Assistant to President George W. Bush, and Press Secretary to Rep. J.C. Watts, Jr. Education: B.A., The George Washington University; J.D., University of Mississippi School of Law. Core credentials: legal/regulatory, public policy, technology/cybersecurity, data privacy/AI, ESG, strategic planning/M&A.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cognizant Technology Solutions | SVP of Legal and Chief Corporate Affairs Officer | Not disclosed | Oversees legal/regulatory, compliance, AI/data privacy/cybersecurity; corporate social responsibility and ESG policy/action |
| U.S. Supreme Court | Law Clerk to Justice Neil M. Gorsuch | 2018–2019 | High-level judicial experience; federal jurisprudence exposure |
| George W. Bush Foundation/Office of the Former President | General Counsel and Board Secretary | Not disclosed | Governance and legal oversight for nonprofit foundation |
| The White House (President George W. Bush) | Associate White House Counsel; Special Assistant to the President | Not disclosed | Federal executive branch legal/policy experience |
| U.S. House of Representatives | Press Secretary to Rep. J.C. Watts, Jr. | Not disclosed | Legislative communications/policy exposure |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| Information Technology Industry Council | Board Member | Not disclosed | Global tech policy: data privacy, cybersecurity, accessibility, sustainability |
| U.S. Chamber of Commerce – U.S.-India Business Council | Board Member | Not disclosed | Bilateral trade policy and M&A/finance context |
| U.S. Chamber Litigation Center | Board Member | Not disclosed | Technology litigation advisory issues |
| International Republican Institute | Co-chair, Global Women’s Democracy Network | Not disclosed | Governance/civic participation focus |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee Chair.
- Independence: Board states all directors other than CEO are independent; Ms. Young is designated “Independent.”
- Attendance and engagement: In 2024 the Board held 7 meetings; committees met Audit 10, Compensation 5, HSE 4, Nominating & Corporate Governance 6. All directors (except one retiree) attended at least 94% of Board/committee meetings; all attended the 2024 Annual Meeting.
- Lead Independent Director: Robert A. Malone; responsibilities include agenda approval, executive sessions, outside advisor authorization, CEO evaluation, shareholder engagement.
- Committee oversight relevance to Young’s roles: Nominating & Corporate Governance oversees corporate governance guidelines, director self-evaluation, refreshment, director compensation, succession planning, and political/lobbying spending; Audit oversees financial statements, controls, enterprise risk including cybersecurity, and controls for externally reported non-financial metrics.
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Change in Pension Value/Nonqualified Deferred Comp Earnings ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 147,582 | 182,882 | – | 8,032 | 338,496 |
- Director fee structure: Annual base retainer $130,000; committee chair retainers: Audit $25,000; Compensation $20,000; Health, Safety & Environment $20,000; Nominating & Corporate Governance $20,000; Lead Independent Director retainer $40,000. Directors may defer fees under the Directors’ Deferred Compensation Plan. No meeting fees disclosed.
- All Other Compensation breakdown (2024): Matching gift program $2,250; HALPAC matching contribution $2,500; dividends/dividend equivalents on restricted shares/RSUs $3,282; total aligns with “All Other Compensation.”
Performance Compensation
| Element | Grant Value/Mechanics | Vesting/Distribution | Performance Metrics |
|---|---|---|---|
| Annual RSU award | ~$185,000 (December grants; RSU count set by $185,000 ÷ average NYSE closing price in November) | Restrictions lapse entirely on first anniversary of grant unless deferred; distributions in shares unless deferred under plan. Deferred RSUs receive dividend equivalents; non-deferred RSUs receive cash dividends/dividend equivalents. | None for directors’ RSUs; awards are time-based. |
| New director prorated RSU | Prorated based on months from start month to next Dec 1; RSU count via average of prior month’s closing prices. | Same as annual RSUs; forfeiture/accelerated vesting only in specified circumstances (death/disability; mandatory retirement; early retirement after ≥4 years). | None (time-based). |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None. |
| Former public company directorships (last five years) | None. |
| Trade associations/boards | ITIC; USIBC; U.S. Chamber Litigation Center; IRI (Global Women’s Democracy Network co-chair). |
| Interlocks/conflicts disclosed | None disclosed; related persons transactions subject to Audit Committee review under policy. |
Expertise & Qualifications
- Legal/regulatory/public policy: Deep expertise from White House, Supreme Court clerkship, and foundation counsel roles; current legal leadership at Cognizant.
- Technology/cyber/AI/data governance: Addresses AI, global data privacy, cybersecurity standards; active roles with tech industry bodies.
- ESG/corporate social responsibility: Oversees CSR (economic mobility, education, health, community sustainability) and works on ESG policy/action.
- Strategy/M&A/finance/international: Experience with strategic planning, M&A, and finance at Cognizant; USIBC board exposure to bilateral trade.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Tobi M. Edwards Young | 15,283 | <1% | Sole voting/investment power; table footnote indicates options included for certain executives only. |
| RSU holdings at 12/31/2024 | Outstanding RSUs: 6,092 | n/a | No restricted shares, deferred RSUs, or stock equivalent units (SEUs) disclosed for Young. |
| Director stock ownership guidelines | Greater of 5× base retainer at election date or $500,000; 5-year compliance window from election. All non-management directors meet or are on track. | ||
| Hedging/pledging | Prohibited for directors and executive officers. |
Governance Assessment
- Strengths: Independent director with legal/policy and technology/cyber expertise aligned to Audit Committee’s information security/cyber risk oversight and to governance/ESG oversight as Nominating & Corporate Governance Chair. High board/committee attendance and Annual Meeting participation bolster engagement.
- Alignment: Meaningful equity-based director pay (RSUs; $182,882 grant-date value in 2024) and ownership requirements; hedging/pledging prohibited; director clawback policy with no recoupments in 2024.
- Compensation posture: Cash retainer plus chair fee, with equity grants that vest time-based—standard for U.S. public boards; ability to defer into RSUs/SEUs aligns tax and holding considerations without introducing performance metric gaming at the director level.
- Shareholder confidence signals: Company’s governance and compensation practices earned ~97% say‑on‑pay support in 2024 and a Trendsetter score of 91 on CPA‑Zicklin Index for political disclosure/oversight; as Nominating & Corporate Governance Chair, Young’s oversight covers political engagement disclosures.
- Conflicts/RED FLAGS: No related party transactions involving Young disclosed; no hedging/pledging; no excise tax gross‑ups; no single‑trigger vesting; no option repricing; no recoupment actions against directors in 2024.
Overall, Young’s committee leadership and cross‑functional expertise (legal/policy plus tech/cyber/ESG) enhance board effectiveness in key risk and governance domains with no identified conflicts or attendance concerns.