Tammy F. Coley
About Tammy F. Coley
Tammy F. Coley, 58, is an independent director of Investors Title Company (ITIC) serving since 2020 with a current term expiring in 2026. She is a Certified Public Accountant and the Chief Transformation Officer at BlackLine; prior to BlackLine (joined September 2017), she led Enterprise Accounting and Internal Controls at Cox Communications for 14 years . Her governance credentials include Audit Committee financial expert status and active service on key board committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackLine | Chief Transformation Officer | Joined Sep 2017 (current in proxy) | Executive leadership in finance and accounting process transformation |
| Cox Communications | Led Enterprise Accounting & Internal Controls | 14 years prior to Sep 2017 | Operational management and internal controls leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| (Not disclosed) | — | — | No other public company directorships disclosed in proxy biography |
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined independent under Nasdaq and Company standards |
| Committees | Audit Committee member; Nominating Committee member |
| Committee expertise | Audit Committee financial expert (SEC definition) |
| Committee activity (2024) | Audit Committee met 7 times; Nominating Committee met 2 times |
| Board activity (2024) | Board met 4 times; all incumbent directors attended ≥75% of Board/committee meetings; all directors attended 2024 Annual Meeting |
| Executive sessions | Independent director executive sessions held periodically |
| Lead Independent Director | Richard M. Hutson II |
Fixed Compensation
| Component | Amount/Structure |
|---|---|
| Annual Board retainer (cash) | $7,500 |
| Board meeting fee (per meeting) | $2,500 |
| Committee meeting fee (non-Board day) | $750 |
| Audit Committee Chair retainer | $500 (not applicable to Coley; chair was Elton C. Parker Jr.) |
| Tammy F. Coley – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 22,750 |
| Option/SAR Awards (grant-date fair value under ASC 718) | 69,327 |
| Total | 92,077 |
Performance Compensation
| Equity Instrument | Grant Date | # Granted | Exercise Price | Grant-Date Fair Value | Vesting | Expiration |
|---|---|---|---|---|---|---|
| Stock Appreciation Rights (SARs) | May 15, 2024 | 750 | $160.94 | Included in $69,327 total for Coley | Vested in four quarterly installments beginning June 30, 2024 | May 15, 2031 |
| Outstanding SARs at 12/31/2024 | Quantity |
|---|---|
| Outstanding SARs | 375 |
| Vested | 187 |
| Unvested | 188 |
Equity award practices: Each non‑employee director is granted 750 SARs annually on the date of the Annual Meeting under the 2019 SAR Plan .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|
| (Not disclosed) | — | — | None disclosed in proxy; no reportable related person transactions in 2023–2024 |
Expertise & Qualifications
- Certified Public Accountant; designated Audit Committee financial expert .
- Executive leadership in finance, accounting controls, and transformation (BlackLine, Cox Communications) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 1,863 |
| Percent of Class | <1% |
| SARs included in beneficial ownership (exercisable or within 60 days of Apr 1, 2025) | 375 |
Policies affecting alignment:
- Hedging and pledging of Company securities prohibited for all insiders (directors, officers, employees) .
Governance Assessment
- Independence and expertise: Coley is an independent director and an Audit Committee financial expert, signaling strong oversight credentials in financial reporting and controls .
- Committee engagement: Active roles on Audit and Nominating Committees; Audit met 7 times in 2024, supporting robust risk/compliance and board composition oversight .
- Attendance: Board met 4 times; incumbent directors (including Coley) attended at least 75% of Board/committee meetings and all directors attended the 2024 Annual Meeting, indicating adequate engagement .
- Compensation mix: Director pay skews toward equity-linked SARs versus cash (Coley: $69,327 SARs vs $22,750 cash), enhancing shareholder alignment through exposure to Company value creation .
- Alignment policies: Strict prohibition on hedging/pledging reduces misalignment risks; annual SARs vest quarterly and have long-dated expirations, promoting continued service .
- Conflicts/related-party exposure: No reportable related person transactions in 2023–2024; Audit Committee oversees related party transaction approvals, mitigating conflict risks .
- Shareholder signals: Prior Say‑on‑Pay approval was ~99% in 2022, and Board recommends triennial Say‑on‑Pay frequency, reflecting stable investor support for compensation governance (context for overall governance climate) .
RED FLAGS: None disclosed specific to Coley (no hedging/pledging, no related-party transactions, independent status maintained) .